Item 1. Business
Edison Control Corporation (the "Company") was incorporated under the laws of the State of New Jersey on June 18, 1986 to succeed a limited partnership organized on October 31, 1979. Until June 21, 1996, the principal operating business was involved in the design, development, manufacture and sale of electronic fault indicators. On June 21, 1996, the Company purchased, from unaffiliated persons, all of the issued and outstanding stock of Construction Forms, Inc. ("ConForms"), CF Ultra Tech, Inc. ("Ultra Tech") and CF Gilco, Inc. ("Gilco") and all of the issued and outstanding units of another affiliate, JABCO, LLC. On October 31, 1996, the Company sold certain net assets of the electronic fault indicators business to the manager of that operation. On February 1, 1998, Ultra Tech and Gilco were merged into ConForms.
The Company conducts its business through its ConForms' divisions. ConForms, the Company's principal operating unit, designs, manufactures and distributes concrete pumping systems and accessories. Ultra Tech is engaged in the manufacturing and marketing of abrasion resistant piping systems. Abrasion resistant hardened pipe is used extensively in mining, pulp and paper mills, wastewater treatment plants and coal-fired electric utility plants, as well as in concrete pumping applications. Gilco is engaged in the manufacturing and marketing of a broad line of concrete and mortar/plaster mixers for a broad segment of industries.
ConForms
Most of ConForms' manufacturing operations and all of its administrative functions are located at the Company's headquarters in Port Washington, Wisconsin, which is approximately 25 miles north of Milwaukee. ConForms operates three branch warehouses for light manufacturing and distribution of its products. The warehouses are located in Gardena, California; Newport, Wales, United Kingdom; and Johor Bahru, Malaysia. ConForms also owns a 50% interest in South Houston Hose Company, a Houston, Texas based distributor of concrete pumping accessories, industrial hoses and a variety of fittings for other markets.
ConForms produces a standardized line of concrete pumping components and accessories compatible with many different types of concrete pumps in order to be in a position to provide concrete pumpers and distributors with a complete, high quality line of components and accessories priced lower than if each component were purchased individually. ConForms believes that a pumping system designed as a package helps improve the reliability and output of the pump.
In the 1970s, as concrete pumps became more reliable, available and acceptable in the United States as the most efficient method of placing concrete, ConForms worked closely with pump manufacturers and contractors to develop better engineered products for the rapidly changing industry. The Company believes that industry standards were largely established based on ConForms' designs. ConForms' objective was, and continues to be, to provide high quality components and a superior level of service to stay at the forefront of the concrete pumping market. As ConForms continued to grow utilizing quality engineering, patent protection, tooling and fixtures, manufacturing methods and distribution, it became difficult for smaller manufacturers to match ConForms' total service level. The Company believes this strategy has allowed ConForms to increase its market share to over 50% of the North American market.
ConForms manufactures concrete pumping systems and accessories for many applications, including use in high rise construction, airport and parking structures, and bridge and tunnel construction. In addition, ConForms' products are used extensively on mobile, truck-mounted concrete pumps equipped with articulating booms. Because of the inherent abrasiveness of concrete being conveyed under pressure, ConForms' products need to be replaced periodically and the end-user usually contacts ConForms or a distributor for high-quality, in-stock replacement components.
ConForms manufactures over 7,000 finished products, although approximately 500 products constitute approximately 80% of ConForms' sales. To its knowledge, ConForms is the only complete source of system components and accessories needed to pump and place concrete. ConForms' products include straight pipe sections in a variety of lengths, diameters, wall thicknesses, degrees of hardness, and fittings. In addition, ConForms' products include couplings, reducers, bends, elbows and valves in various sizes and styles. Specially made rubber hose in a variety of sizes and configurations is included in ConForms' product base. The line also includes equipment, which is tailor-made for particular applications, such as bridge-deck spreaders, krete-placers, hydraulic diversion discharge valves, and customized equipment used in tunnel construction.
Marketing
ConForms' products, which account for approximately 77% of the Company's sales, are marketed principally through its own sales personnel and distributors. Besides contact from sales personnel, ConForms also attempts to maintain a prominent level of market visibility through active membership in the American Concrete Pumping Association, exhibits at industry trade shows, direct mail publications to end users and conducting industry safety seminars. Approximately 95% of all orders are received over the telephone.
Export sales accounted for approximately 19.7% of ConForms' business for the year ended January 31, 1999, compared to 21.3% in the prior year. International markets are expected to be an increasing part of the business in future years.
Customers
ConForms' customer base consists of concrete pump manufacturers (19%), pumper/dealers (organizations which run a concrete pumping operation but also act as dealers of concrete pumps and systems) (33%), dealers (28%), pumping contractors (14%) and various other businesses such as rental yards, general contractors, pool contractors, ready mix operations, mines, fireproofers and precast companies (6%).
No customer exceeded 10% of the Company's consolidated net sales for the year ended January 31, 1999.
Competition
ConForms competes with a number of manufacturers in the concrete pumping components and accessories industry. However, the Company believes that this competition is very fragmented, with most competitors offering a limited selection of concrete pumping components and mainly selling against ConForms on price. ConForms competes by providing a complete line of products, quality, first class service and engineering assistance. Moreover, the Company believes that ConForms' patents, manufacturing methods and inventory stocking strategy provide it with a competitive advantage. Pump manufacturers also compete by actively promoting their internal wear parts and piping systems. Also, some customers develop their own in-house capability to produce some of the products.
Miscellaneous Data
Principal manufacturing operations include machining, welding, burning, bending, heat-treating, painting, sawing, hose coupling, assembly and fixture and tool making.
Raw materials principally include steel pipe and tubing, rubber hose and castings. ConForms has long-term relationships with a select group of suppliers to control costs and ensure material quality and availability. ConForms does not have any written contractual agreements with any of its suppliers.
The business has marginally lower sales volume in the fourth quarter; however working capital requirements are not significantly impacted. Terms of sale are generally net 30 days.
ConForms has several patents and trademarks; only one, the method of heat-treating pipe with a wall thickness of under .200 inches, is considered of significant importance to the Company.
ConForms order backlog on March 31, 1999 and 1998 was approximately $965,000 and $790,000, respectively; all of which should be completed prior to the end of the current fiscal year.
Ultra Tech
Ultra Tech was formed in 1989 to help assure ConForms an in-house supply of the highest quality, induction-hardened pipe for its concrete pumping systems. The Company believes its induction-hardened pipe will typically last 3 to 8 or more times longer than non-hardened pipe. Since its formation, Ultra Tech has attempted to establish its own identity in many other markets, primarily throughout the United States, including the mining industry to carry phosphate and coal slurries, the pulp and paper industry for various slurry mixes, the power industry to convey fly ash and coal and the waste treatment industry to convey sludge.
Ultra Tech has developed a line of hardened and overlay pipe products available in varying diameters, lengths and configurations which prolong the life of a piping system, regardless of particular wear characteristics found in the pumping system. The Company uses low alloy steel pipe, advanced heat-treating technology and metallurgical principles to produce both UT600 and UT500 induction-hardened pipe. Both of these products have a hard, abrasion resistant inner wall and a more ductile outer layer. For pure abrasion applications, UT600 provides outstanding wear resistance. UT600 induction-hardened pipe is made from a raw steel pipe of a proprietary chemistry. The pipe is induction heated, then water quenched on the inner wall. In applications involving impact or shock loading, UT500 offers more ductility while maintaining a hard innerwear surface. For applications where abrasion from shear and erosion are extreme, UltraWeld Overlay is considered for superior wear resistance. The result is a surface possessing an excellent combination of high resistance to erosion, severe abrasion and moderate impact strength.
In August 1995, Ultra Tech began production at a new induction-hardening plant owned by its affiliate, JABCO, LLC in Port Washington, Wisconsin. Port Washington is approximately 25 miles north of Milwaukee. Ultra Tech's new equipment increased the size range of pipe it can process from 24 inches to 40 inches in diameter and reduced processing time by approximately 50%.
Marketing
Ultra Tech products, which account for approximately 14% of the Company's net sales, are marketed through Company sales and marketing personnel and distributors. Regular advertising is placed in various trade journals.
Ultra Tech's export sales for the year ended January 31, 1999 and 1998 accounted for approximately 3.3% and 10.8% of Ultra Tech's net sales, respectively.
Customers
The market for Ultra Tech's products is primarily resource-based industries such as mining, paper and energy. Secondary influence is felt in the processing industries such as dredging, foundries, steel, cement, sludge and grain handling. However, any pneumatic or hydraulic pipeline transporting solids is a potential customer for Ultra Tech.
No customer exceeded 10% of the Company's consolidated net sales for the year ended January 31, 1999.
Competition
There are a number of competitors in the piping industry, including mild steel, duplex steel, plastic pipe, rubber lined pipe, basalt lined pipe, ceramic lined pipe and cast alloy pipe. Ultra Tech is one of only three North American competitors in the manufacturing of hardened pipe. Ultra Tech relies on its efficient manufacturing processes, superior value, quality and engineering assistance to compete.
Miscellaneous Data
Principal manufacturing operations include machining, welding, burning, bending, heat-treating and sawing.
Raw materials principally include steel pipe in lengths up to 50 feet and diameters from 2 1/2 to 40 inches. Ultra Tech does not have any written contractual agreements with any of its suppliers. Raw materials are readily available from various sources.
Ultra Tech's business is not seasonal. Working capital requirements may be significant depending on the size of the order. Terms of sale are generally net 30 days.
Ultra Tech does not depend on patents and trademarks.
Ultra Tech's order backlog on March 31, 1999 and 1998 was approximately $705,000 and $1,025,000, respectively; all of which is to be completed prior to the end of the current fiscal year.
Gilco
In 1989, ConForms acquired the assets of the mixer division of the Gilson Brothers Company, a well-known manufacturer of construction and utility mixers. This acquisition allowed ConForms to diversify and expand its product line and market base in the concrete construction equipment industry. Gilco is engaged in the design, manufacture and marketing of concrete and mortar/plaster mixers. Gilco's product
lines include mortar/plaster mixers with capacities of six to sixteen cubic feet, concrete mixers with capacities of one and one-half to nine cubic feet and non-tilt mixers with capacities of six to sixteen cubic feet.
Gilco's mixers are built to maintain high production with the densest mixes in the toughest conditions. The mixers feature a square paddle shaft, steel blades/adjustable wipers and a reinforced tubular steel frame. They also feature a dual-belt drive and a completely enclosed extra heavy-duty gear drive with automotive style clutch or a fully automatic hydraulic transmission. Gilco's new polyurethane liners can be ordered across several mixer lines. Mixers are driven by gas-powered engines or electric motors.
Gilco occupies a 50,000 square foot factory owned by the Company in Grafton, Wisconsin. Grafton is approximately 20 miles north of Milwaukee.
Marketing
Gilco markets its products, which account for approximately 9% of the Company's sales, through inside sales personnel, direct mail, trade magazine advertisements and referrals. This is in addition to its existing distributor and retail channels. Gilson mixers are positioned at the high quality, high price end of the market.
Gilco's export sales accounted for approximately 1% and 2% of Gilco's net sales volume during the years ended January 31, 1999 and 1998, respectively.
Customers
Approximately 48% of Gilco's sales are to construction equipment dealers. Another 18% are sold direct to masons, plasterers, general contractors and other end users. Retail outlets account for about 20% of Gilco's business. The remaining 14% are sold to government agencies, rental yards, and other equipment manufacturers.
No customer exceeded 10% of the Company's consolidated net sales for the year ended January 31, 1999.
Competition
Gilco has a few large competitors along with several competitors of similar size. While a few are only involved with mixers, most have a line of additional and some-what related construction equipment products. Gilco competes on the basis of its high quality.
Miscellaneous Data
Principal manufacturing operations include metal fabricating, welding, burning, bending, assembly and painting.
Raw materials principally include sheet metal, steel, castings, tires and engines. Gilco does not have any written contractual agreements with any of its suppliers. All raw materials are readily available.
The business is seasonal with slightly lower sales volume in the fourth quarter; however, working capital requirements are not significantly affected. Terms of sale are generally net 30 days.
Gilco's patents and trademarks are not material to Gilco's business.
Gilco's order backlog on March 31, 1999 and 1998 was approximately $85,000 and $80,000, respectively; all of which is to be shipped during the current fiscal year.
Year 2000 Matters
During fiscal 1998, the Company engaged in a comprehensive project to select and implement a new enterprise resource planning ("ERP") system that will properly recognize the Year 2000 problem. This project involved replacing certain hardware and software maintained by the Company. The Company has received a representation from the ERP software provider that its software is Year 2000 compliant. On February 1, 1999, the Company started operating with the new ERP system. Contingency plans have been developed and will be implemented if Year 2000 problems are encountered with the new ERP system.
The total cumulative cost of the project was approximately $530,000. Purchased ERP system hardware and software, approximately $385,000 of the total estimated cost, was capitalized in accordance with normal policy. Personnel and all other remaining costs related to the project were expensed as incurred.
The Company has not formally communicated with all its customers and suppliers to determine the extent to which the Company is vulnerable to those third parties' failure to address Year 2000 issues. The Company's business operations could be affected by the year 2000 readiness of its customers and suppliers in such areas as the delay in receipt of cash from customers, the interruption of utilities and the inability of suppliers to deliver in a timely manner. The Company does not anticipate any materially adverse affect on its business due to Year 2000 problems encountered by its customers or suppliers; however, there can be no assurance that its business will not be materially adversely affected by such problems.
General Matters
Research and development expenditures are a part of the engineering department's budget and are expensed as incurred. The estimated total amount spent on research and development during the years ended January 31, 1999, 1998 and 1997 totaled approximately $212,000, $190,000 and $190,000, respectively.
The Company believes that compliance with Federal, state and local environmental regulations will not require significant capital expenditures or materially affect future earnings in fiscal 1999.
No portion of the business is subject to renegotiation of profits or termination of contracts at the election of the United States government.
Industry Segments
Information on industry segments is incorporated by reference to footnote 15 of the consolidated financial statements contained in the Company's 1998 Annual Report to Shareholders.
Foreign Operations
Information on foreign operations is incorporated by reference to footnote 14 of the consolidated financial statements contained in the Company's 1998 Annual Report to Shareholders.
Employees
As of January 31, 1999, the Company had 111 active full-time employees.
Item 2.
Item 2. Properties
The following table sets forth certain information with respect to the Company's principal facilities as of January 31, 1999:
Square Feet of Location Floor Space Description and Principal Use - -------- ----------- ----------------------------- Port Washington, WI (1) 95,000 One-story and partial mezzanine, masonry and metal clad, steel frame office and manufacturing facility on 15 acres used mainly for manufacturing of ConForms and Ultra Tech products and headquarters for all office personnel.
Grafton, WI (1) 42,000 One and part two-story, masonry and metal clad, steel and wood framed office and manufacturing facility on 2.2 acres used mainly for manufacturing Gilco and Ultra Tech products.
Cedarburg, WI (1) 53,000 One-story, masonry and metal-clad, steel frame office and manufacturing facility on 6.5 acres. Facility currently held for sale.
Gardena, CA (2) 10,000 One-story office and manufacturing facility used for the distribution and light manufacturing of ConForms products.
Newport, Wales, United 10,000 One-story office and manufacturing Kingdom (3) facility used for the distribution and light manufacturing of ConForms products.
Johor Bahru, Malaysia(4) 10,000 One-story office and manufacturing facility used for the distribution and light manufacturing of ConForms products. - --------- (1) The Company owns these facilities, all of which are mortgaged under debt agreements. (2) The Company leases this facility. The lease expires November 30, 2003. (3) The Company leases this facility. The lease expires October 31, 2000. (4) The Company leases this facility. The lease expires January 31, 2001.
The Company believes that all of its facilities are in good condition and are adequate for their intended uses.
Item 3.
Item 3. Legal Proceedings
There are currently no material legal proceedings pending to which the Company is a party nor were any material legal proceedings concluded during the fourth quarter of fiscal 1998.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 1998.
Part II
Item 5.
Item 5. Market for the Company's Stock and Related Stockholder Matters
The Company's Common Stock trades on The Nasdaq Stock Market under the symbol EDCO. The following table sets forth the high and low bid quotation for the fiscal quarter shown. The prices quoted represent prices between dealers in securities without adjustments for mark-ups, mark-downs or commissions and do not necessarily reflect actual transactions.
Fiscal 1997 Quarter High Low ------- ---- --- 1st 5 1/4 4 2nd 5 3 3rd 5 1/2 4 1/8 4th 4 1/2 3 7/8
Fiscal 1998 Quarter High Low ------- ---- --- 1st 6 1/2 4 2nd 11 1/2 6 3/4 3rd 9 1/8 6 3/4 4th 7 1/2 6 1/8
The approximate number of shareholders of record and beneficial shareholders of the Company's $.01 par value common stock as of January 31, 1999 was 33 and 600, respectively.
The Company has not previously paid any dividends on its Common Stock. The Company intends to follow a policy of retaining all of its earnings to finance its business and any future acquisitions.
The following information for this Part II is incorporated by reference to the Company's 1998 Annual Report to Shareholders, as follows:
Information Incorporated by Item Caption Reference to: - ---- ------- --------------------------- 6. Summary of Selected Financial Data Annual Report, page 9
7. Management's Discussion and Annual Report, pages 4 - 8 Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Annual Report, pages 6 - 7 Disclosures About Market Risk
8. Audited Financial Statements and Annual Report, pages 10 - 34 Supplemental Data
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
At March 31, 1999, the names and ages of all executive officers and directors of the Company and all positions and offices held with the Company are listed below. There are no family relationships between such persons. All officers are elected annually by the Board of Directors at the first Board meeting following each annual meeting of the shareholders. There are no agreements between any of the officers and any other person pursuant to election as an officer. First Name Office Elected Age ---- ------ ------- ---
William B. Finneran Chairman of the Board and Director 1991 57
Jay J. Miller Director 1991 66
John J. Delucca Director 1991 55
Mary E. McCormack Director 1995 45
Alan J. Kastelic President and Chief Executive Officer of Edison Control Corporation and Director 1996 55
Jay R. Hanamann Secretary, Treasurer and Chief 1996 39 Financial Officer
Robert L. Cooney Director 1997 65
William C. Scott Director 1997 64
William B. Finneran is a Managing Director of CIBC Oppenheimer Corp., an investment-banking firm, and has been employed with them since 1972. Mr. Finneran is a Director of National Planning Association, a non-profit advisory board and Covenant House, a non-profit charitable institution. Mr. Finneran also serves on the Board of Operation Smile and Villanova University.
Jay J. Miller has been a practicing attorney in the State of New York for more than thirty years. Mr. Miller is a Director of Total-Tel USA Communication, Inc., a provider of long distance telephone service. He is currently serving as Chairman of the Board of AmTrust Pacific Ltd., a New Zealand property company.
John J. Delucca is Executive Vice President, Finance and Administration, and CFO of Coty, Inc., a cosmetics and fragrance company. Previously, Mr. Delucca served as Senior Vice President and Treasurer of RJR Nabisco from September 1993 to December 1998, Chief Financial Officer of the Hascoe Association, a private investment company from January 1991 to September 1993, President and Chief Financial Officer for The Lexington Group from October 1990 to January 1991, Senior Vice President of Finance and Managing Director of the Trump Group from May 1988 to October 1990, and Senior Vice President of Finance for International Controls Corporation from April 1986 to May 1988. In addition, Mr. Delucca is a director of Enzo Biochem, Inc., a genetic research/testing company and Elliot Company, a manufacturer of turbines and related equipment.
Mary E. McCormack is Director of Acquisitions of The Hertz Corporation. She was President and Chief Executive Officer of the Edison Control Corporation from February 1995 to February 1998. Prior to working with the Company, Ms. McCormack was a Managing Director of Beechtree Capital Partners, Inc.,
a boutique merchant banking firm which she co-founded in 1989. From 1983 to 1989, she served in a variety of capacities for the investment banking and brokerage firm of Advest, Inc., most recently as Vice President-Corporate Finance. Ms. McCormack is a Director of Star International Holdings, Inc., a manufacturer of commercial cooking appliances.
Alan J. Kastelic was appointed President and Chief Executive Officer of Edison Control Corporation in June 1998 and President and Chief Executive Officer of Construction Forms, Inc. in June 1996 when Construction Forms, Inc. was acquired by the Company. Mr. Kastelic had previously been Executive Vice President and Chief Operating Officer of Construction Forms, Inc. which he joined in 1977. Prior to joining Construction Forms, Mr. Kastelic was Manufacturing Manager at Badger Dynamics and Chief Cost Accountant, Material Control Manager and Manager of Manufacturing at the PCM division of Koehring Corporation.
Jay R. Hanamann was appointed Treasurer and Chief Financial Officer on July 1, 1996. Mr. Hanamann is the Chief Financial Officer of Construction Forms, Inc. He has served in various financial and management functions with ConForms since July 1990. From 1981 to 1990 he was employed by the international accounting firm of Deloitte & Touche LLP.
Robert L. Cooney is a Partner of Cooney, Schroeder & Co., a consulting firm which he co-founded in February 1997. Mr. Cooney was a Managing Director-Equity Capital Markets at Credit Suisse First Boston from 1977 to January 1997. Mr. Cooney also serves as a director of Hoenig Group Inc., a Nasdaq-listed global securities brokerage firm located in Rye Brook, New York and Equity One, Inc., a NYSE-listed real estate investment trust located in Miami, Florida.
William C. Scott was from 1988 to 1999 the Chairman and Chief Executive Officer of Panavision Inc., the leading designer and manufacturer of high-precision film camera systems for the motion picture and television industries. From 1972 until 1987, Mr. Scott was President and Chief Operating Officer of Western Pacific Industries Inc., a manufacturer of industrial products. Prior to 1972 Mr. Scott was a Group Vice President of Cordura Corporation (a business information company) for three years and Vice President of Booz, Allen & Hamilton (a management-consulting firm) for five years. He is currently Chairman of the Board of TeleCast Communications Limited, London, England, a director of Panavision Inc. and of Four Media Company.
Certain other information is incorporated by reference to "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders.
Item 11.
Item 11. Executive Compensation
All information is incorporated by reference to "Executive Compensation" in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
All information is incorporated by reference to "Share Ownership of Directors, Officers and Certain Beneficial Owners" in the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders.
Item 13.
Item 13. Certain Relationships and Related Transactions
There were no reportable transactions during the year.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements:
The consolidated financial statements of the Company, together with the report thereon of Deloitte & Touche, LLP appear on pages 10 through 34 of the Company's 1998 Annual Report to Shareholders, and are incorporated herein by reference.
(a)(2) Financial Statement Schedules:
Schedules not included have been omitted because they are either not applicable or the information is presented in the consolidated financial statements or notes thereto.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the fourth quarter.
(c) Exhibits:
The Exhibits filed or incorporated by reference herein are as specified in the Exhibit Index.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ Alan J. Kastelic Alan J. Kastelic President and Chief Executive Officer (Principal Executive Officer) April 21, 1999
By: /s/ Jay R. Hanamann Jay R. Hanamann Secretary, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) April 21, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of Edison Control Corporation and in the capacities and on the dates indicated:
/s/ William B. Finneran William B. Finneran Chairman of the Board and Director April 21, 1999
/s/ Mary E. McCormack Mary E. McCormack Director April 21, 1999
/s/ Jay J. Miller Jay J. Miller Director April 21, 1999
/s/ John J. Delucca John J. Delucca Director April 21, 1999
/s/ Alan J. Kastelic Alan J. Kastelic Director and President and Chief Executive Officer of Construction Forms, Inc. April 21, 1999
/s/ Robert L. Cooney Robert L. Cooney Director April 21, 1999
/s/ William C. Scott William C. Scott Director April 21, 1999
EXHIBIT INDEX - -------------
Exhibit No. Description - ----------- ----------- 3.1 Certificate of Incorporation (incorporated by reference to the Company's Form 10-Q for the quarter ended July 31, 1998).
3.2 By-laws of the Company (incorporated by reference to the Company's Registration Statements on Form S-18 (File No. 33-6736-NY) filed on June 24, 1986).
4.1 Master Credit Agreement dated June 21, 1996 between Construction Forms, Inc., CF Ultra Tech, Inc., CF Gilco, Inc., and LaSalle National Bank (incorporated by reference to the Company's Form 8-K dated July 8, 1996).
4.2 Loan Agreement dated June 21, 1996 between Construction Forms, Inc., CF Ultra Tech, Inc., CF Gilco, Inc., and Bank Audi USA (incorporated by reference to the Company's Form 8-K dated July 8, 1996).
10.1 * 1986 Stock Option Plan of Company (incorporated by reference to the Company's Registration Statement on Form S-18 (File No. 33-6736-NY) filed June 24, 1986).
10.2 * Stock Warrant issued to William Finneran (incorporated by reference to the Company's 1997 Proxy Statement Exhibit 2).
10.3 * Edison Control Corporation 1999 Equity Incentive Plan, subject to shareholder approval at the Company's 1999 Annual Meeting of Shareholders.
10.4 Stock and Unit Purchase Agreement dated June 21, 1996 by and among Registrant, Construction Forms Acquisition Inc. and the Shareholders of Construction Forms, Inc., CF Gilco, Inc., and JABCO, LLC (incorporated by reference to Form 8-K dated July 8, 1996).
10.5 * Employment Agreement dated June 21, 1996 between the Company and Alan J. Kastelic (incorporated by reference to the Company's Form 10-K dated April 25, 1997).
10.6 * Employment Agreement dated June 21, 1996 between the Company and Jay R. Hanamann (incorporated by reference to the Company's Form 10-K dated April 25, 1997).
10.7 * Stock Option Plan dated June 21, 1996 between the Company and Alan J. Kastelic (incorporated by reference to the Company's Form 10-K dated April 25, 1997).
10.8 * Stock Option Plan dated June 21, 1996 between the Company and Jay R. Hanamann. (incorporated by reference to the Company's Form 10-K dated April 25, 1997).
10.9 * Nonqualified Stock Option Agreement dated May 29, 1997, between the Company and Robert Cooney (incorporated by reference to the Company's Registration Statement on Form S-8 (File No. 333-41483) filed December 4, 1997).
10.10 * Nonqualified Stock Option Agreement dated October 15, 1997, between the Company and William Scott (incorporated by reference to the Company's Registration Statement on Form S-8 (File No. 333-41483) filed December 4, 1997).
13. Pages from 1998 Annual Report to shareholders which are incorporated by reference to Form 10-K. 21. Subsidiaries of Edison Control Corporation.
23. Consent and Report of Independent Auditors.
27. Financial Data Schedule for the twelve-month period ended January 31, 1999.
99. Definitive Proxy Statement for 1999 Annual Meeting of Shareholders (to be filed within 120 days of January 31, 1999).
* Represents a management compensation plan.