**FORM 10 - K/A**

 

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D. C. 20549**

 

 

| ý |   | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)** |
|--------|--------|-----------------------------------------------------------------------------------------------------------|

 

**FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000**

 

COMMISSION FILE NUMBER  **0-15582**

 

 

**MINUTEMAN INTERNATIONAL, INC.**

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS ARTICLES OFINCORPORATION)

 

 

| **ILLINOIS**                                   |   | **36-2262931**      |
|------------------------------------------------|--------|---------------------|
| (STATE OR OTHER JURISDICTION OF                |   | (I.R.S. EMPLOYER    |
| INCORPORATION OR ORGANIZATION)                 |   | IDENTIFICATION NO.) |
|                                           |   |                |
| **111 SOUTH ROHLWING ROAD, ADDISON, ILLINOIS** |   | **60101**           |
| (Address of principal executive offices)       |   | (Zip Code)          |

 

Registrant's telephone number, including area code  **630-627-6900**

 

 

Securities registered pursuant to Section 12(g) of the Act:

 

COMMON STOCK, NO PAR VALUE

 

(TITLE OF EACH CLASS)

 

                Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 of 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.  ý  Yes  o  No

 

                Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant's knowledge indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K.

 

                The aggregate market value of the votingstock held by non-affiliates of the registrant as of March 1, 2001:

 

COMMON STOCK, NO PAR VALUE, $7,723,000

 

                The number of shares outstanding of theissuer's class of common stock as of March 1, 2001:

 

COMMON STOCK, NO PAR VALUE, 3,568,385 SHARES

 

DOCUMENTS INCORPORATED BY REFERENCE

 

                Portions of the Annual Report for the yearended December 31, 2000, are incorporated by reference into Parts I and II.

 

                Portions of the Proxy Statement dated March15, 2001 for the Annual Shareholders Meeting to be held April 17, 2001, areincorporated by reference into Part III.

 

 

 

Introduction

 

This Amendment 1 is to theRegistrant's Form 10-K for the year ended December 31, 2000.  The registrant hereby amends its annualreport on Form 10-K for the fiscal year ended December 31, 2000 to amend Note Kincluded in the Notes to the Financial Statements.  The remainder of the registrant's annual report on Form 10-K forthe year ended December 31, 2000 remains unaffected by this amendment.

 

 

PART I

Item 1.    BUSINESS

 

General Development of Business

 

Minuteman International, Inc.an Illinois corporation incorporated in 1951 as American Cleaning EquipmentCorporation, manufactures and distributes one of the most complete lines ofcommercial and industrial vacuums, floor and carpet care, chemical cleaning andcoating products and complementary accessories in the United States and Canada.Its products are exported to countries around the world.

 

On November 23, 1998 theCompany entered into an Asset Purchase Agreement with AAR PowerBoss, Inc. forthe acquisition of substantially all of the net assets and the assumption ofcertain liabilities of PowerBoss. Additional information pertaining to thisacquisition is incorporated by reference on page 20, Note C of the AnnualReport for the year ended December 31, 2000 and included in the Form 8-K and8-K/A previously filed on December 8, 1998 and February 8, 1999, respectively.

 

Products

 

The Company's product lineconsists of hard surface floor care equipment, carpet care and maintenanceproducts, sweepers, scrubbers, commercial and industrial specialized vacuums,and complementary accessories. Included in the specialized vacuum area are thehazardous location/explosive environment vacuums and the clean/room nuclearvacuums.

 

Minuteman PowerBoss, Inc.(PowerBoss), acquired in 1998, is a wholly-owned subsidiary of MinutemanInternational, Inc. that designs, manufactures and distributes ride-on andwalk-behind sweepers and scrubbers for hard-surface floor and carpet care foruse in industrial applications.

 

Multi-Clean, the chemicaldivision of Minuteman International, Inc. formulates, manufactures anddistributes over 65 chemical cleaning and floor coating products includingmulti-surface cleaners and degreasers, finishes and waxes, carpet careproducts, concrete and wood coatings and finishes, plus a full array ofspecialized chemicals.

 

Parker Sweeper Company,acquired in 1992, manufactures a full line of litter vacuums as well as anextensive array of lawn and turf debris handling equipment. Effective December30, 1994, Parker Sweeper Company, formerly a wholly-owned subsidiary, wasmerged into the Company and operates as a division.

 

Additional informationpertaining to new products is incorporated herein by reference on pages 10through 13 of the 2000 Annual Report for the year ended December 31, 2000.

Marketing and Distribution

 

The Company markets anddistributes its products throughout the world. The distribution process in theUnited States is primarily through the more than 450 active dealers and its twosales branches. The Company distributes its products in Canada throughMinuteman Canada, Inc. and in Europe through Minuteman European, B.V., both ofwhich are wholly owned subsidiaries. The Company sells its products toHako-Werke subsidiaries in Japan, Australia and certain European countries.Export of other products is conducted through the headquarter office inAddison, Illinois. Sales to affiliated and unaffiliated customers in foreigncountries aggregated to $17,896,000, $16,351,000, $10,642,000 in 2000, 1999 and1998, respectively.

 

The Company's equipment is soldunder Minuteman International, Minuteman, Minuteman PowerBoss and ParkerSweeper trade names. The chemical cleaning and coating products aremanufactured by Minuteman International, Inc. and sold under Multi-Clean tradename. Substantially all of the Company's commercial equipment is manufacturedat its Illinois production facilities in Addison and Hampshire. Substantiallyall of the Company's industrial equipment is manufactured at its Aberdeen,North Carolina production facilities. The remainder of the Company's industrialequipment is imported from Germany. All of the Company's chemical cleaning andcoating products are produced at its Shoreview, Minnesota facility.

 

The manufacture, production anddemand for the Company's products and services are not considered to beseasonal in nature. No part of the Company business depends on any one singlecustomer, the loss of which would adversely affect the Company. The Companydoes not believe any material portion of its business to be subject torenegotiation of profits or termination of contracts at the election of theGovernment.

 

Raw Materials

 

The Company purchases castings,electric motors, cord sets, switches, brushes, wheels, injection molded plastics,sheet steel, paint pigment, chemicals and other raw materials from a number ofsuppliers. The Company considers its ability to obtain raw materials andsupplies to be readily available. It does not believe that the loss of anysupplier would adversely affect the Company's business.

 

Competition

 

Minuteman International, Inc.competes with many regional, national and international manufacturersthroughout the industry. These competitive markets include industrial and plantmaintenance, sanitation supply, critical filter, floor coating and chemicalfields. The principal competitive factors within each of these markets areproduct quality, reliability, service and fair price. The Company believes itwill continue to compete effectively in the marketplace and continue its salesgrowth in the future.

Patents and Trademarks

 

Currently, the Company has 24United States and 9 international patents. Although the Company generally seeksto obtain patents where appropriate, it does not consider the successful conductof its business in general to be dependent on any of its patents or patentapplications.

 

Minuteman International, Inc.is owner of the United States and Canadian registrations for the Multi-Cleanand Parker Sweeper trade names. The Minuteman trademark is registered in theUnited States and Canada. The Parker trademark is registered in the UnitedStates and Canada.

 

Working Capital

 

The Company had working capitalof $32.7 million at December 31, 2000. Cash, cash equivalents and short terminvestments represented 11.2% of the working capital which when not in use, isinvested in bank certificates of deposit and Eurodollar certificateinvestments.

 

Backlog

 

The Company's backlog of orderswas approximately $2.5 million at December 31, 2000 and $2.7 million atDecember 31, 1999. The Company anticipates that substantially all of the 2000backlog will be delivered during 2001. In the opinion of Management,fluctuations in the amount of its backlog are not necessarily indicative ofintermediate or long-term trends in the Company's business.

 

Research and Development

 

The Company expendedapproximately $1,459,000, $1,329,000 and $1,118,000 in research and developmentactivities during 2000, 1999 and 1998, respectively.

 

Employees

 

The Company has 414 full timeemployees. The facilities in Addison, Illinois and Shoreview, Minnesota, haveapproximately 103 hourly paid employees who are covered by local collectivebargaining agreements. These agreements expire in May, 2003 and October, 2003,respectively. The Company believes that the current employee relations areexcellent. The Company plans to hire additional employees during 2001 as arejustified by the needs of the business.

Environmental Matters

 

The Company's operations aresubject to various federal, state and local laws and regulations regarding theenvironmental aspects of the manufacture and distribution of chemicalcomponents. The Company believes that it is currently in compliance in allmaterial respects with the environmental laws and regulations affecting itsoperations. Capital expenditures for the purpose of environmental protectionare not expected to be material in amount for 2001 or thereafter.

 

 

Item 2.    PROPERTIES

 

The Company owns or leases thefollowing properties in its operations:

 
|             |   |                   |   |                       |   | **Owned**     |
|------------------|--------|------------------------|--------|----------------------------|--------|---------------|
| **Location**     |   | **Size (SQ. FT.)**     |   | **Use**                    |   | **or Leased** |
| Aberdeen, NC     |   | 135,000   (Bldg.) |   | Office,  manufacturing,    |   | Leased        |
|             |   |                   |   | Warehouse,  sales, service |   |          |
|             |   |                   |   |                       |   |          |
| Addison, IL      |   | 112,230   (Bldg.) |   | Office,  manufacturing,    |   | Owned         |
|             |   | 254,300   (Land)  |   | Warehouse,  sales, service |   |          |
|             |   |                   |   |                       |   |          |
| Villa Park,  IL  |   | 18,000   (Bldg.)  |   | Warehouse,  sales, service |   | Leased        |
|             |   |                   |   |                       |   |          |
| Taylor, MI       |   | 8,000   (Bldg.)   |   | Warehouse,  sales, service |   | Leased        |
|             |   |                   |   |                       |   |          |
| Hampshire,  IL   |   | 100,000   (Bldg.) |   | Manufacturing,  warehouse  |   | Owned         |
|             |   | 871,200   (Land)  |   |                       |   |          |
|             |   |                   |   |                       |   |          |
| Shoreview,  MN   |   | 34,952   (Bldg.)  |   | Office,  manufacturing,    |   | Owned         |
|             |   | 133,830   (Land)  |   | Warehouse,  sales, service |   |          |
|             |   |                   |   |                       |   |          |
| Nieuw-Vennep     |   | 9,957   (Bldg.)   |   | Warehouse,  sales, service |   | Leased        |
| The  Netherlands |   |                   |   |                       |   |          |
|             |   |                   |   |                       |   |          |
| Mississauga,     |   | 18,486   (Bldg.)  |   | Warehouse,  sales, service |   | Leased        |
| Ontario,  Canada |   |                   |   |                       |   |          |

 

Approximately 90% of theCompany's Addison and Hampshire, Illinois facilities and 85% of the Company'sAberdeen, North Carolina and Shoreview, Minnesota facilities are devoted tomanufacturing.

 

The Villa Park, Illinois leaseterm expires December 31, 2003. The Taylor, Michigan lease term expiresDecember 31, 2003. The Nieuw-Vennep, Netherlands lease term expires January 31,2003. The Mississauga, Ontario lease term expires on November 30, 2002. TheAberdeen, North Carolina lease term expires May 23, 2005. The Company believesthat failure to obtain the renewal of any lease would not have a materialadverse effect on its business.

 

Item 3.    LEGAL PROCEEDINGS

 

The Company is a party tovarious legal proceedings arising in the ordinary course of its business. Theoutcome of these matters will not, in the opinion of Management, have amaterial adverse effect on the business or financial condition of the Company.

 

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

During the fourth quarter ofthe fiscal year ended December 31, 2000, the Company did not submit any matterto a vote of shareholders through the solicitation of proxies or otherwise.

 

 

PART II

 

Item 5.    MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDERMATTERS

 

Common stock market prices anddividends on page 23 of the Annual Report for the year ended December 31, 2000,are incorporated herein by reference.

 

Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

 

The Selected Consolidated FinancialData on page 23 of the Annual Report for the year ended December 31, 2000, isincorporated herein by reference.

 

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS ANDFINANCIAL CONDITION

 

"Management's Discussionand Analysis of Results of Operations and Financial Condition" on pages 14and 15 and related comments in the President's letter on Page 2 of the AnnualReport for the year ended December 31, 2000, are incorporated herein byreference.

 

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Information appearing under thecaption "Market Risk" appearing on page 15 of the Annual Report forthe year ended December 31, 2000 is incorporated herein by reference (See Item7. Management's Discussion and Analysis.)

 

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The Report of IndependentAuditors and the Consolidated Financial Statements, including the Notes to theConsolidated Financial Statements, included on pages 15 through 24 of theAnnual Report for the year ended December 31, 2000, are incorporated herein byreference.

 

Quarterly Results of Operationson page 22 of the Annual Report for the year ended December 31, 2000, isincorporated herein by reference.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON  ACCOUNTING AND FINANCIAL DISCLOSURE

 

 

PART III

 

Item 10.  DIRECTORS AND OFFICERS OF THE COMPANY

 

The information contained onpages 2 through 7 of Minuteman International, Inc.'s Proxy Statement datedMarch 15, 2001, with respect to directors and executive officers of the Companyis incorporated herein by reference in response to this item.

 

Item 11.  EXECUTIVE COMPENSATION

 

The information contained onpages 5 through 7 of Minuteman International Inc.'s Proxy Statement dated March15, 2001, with respect to Executive Compensation and transactions, isincorporated herein by reference in response to this item.

 

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The information contained onpage 2 of Minuteman International Inc.'s Proxy Statement dated March 15, 2001,with respect to security ownership of certain beneficial owners and management,is incorporated herein by reference in response to this item.

 

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The information contained onpages 2 through 7 of Minuteman International Inc.'s Proxy Statement dated March15, 2001, with respect to certain relationships and related transactions, areincorporated herein by reference in response to this item.

 

PART IV.

 

Item 14.  EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULE AND REPORTS ON FORM 8-K

 
| (a) (1. and  2.) |   | Financial  Statements                                                                                                                                                                         |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                          |
|             |   | The  financial statements listed in the accompanying index to financial statements  are filed herewith.                                                                                       |
|             |   |                                                                                                                                                                                          |
| (a) (3) and  (c) |   | Exhibits                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                          |
|             |   | The Exhibits  required by Item 601 of Regulation S-K and filed herewith are listed in the  Exhibit Index which follows the financial statements and immediately precedes  the exhibits filed. |
|             |   |                                                                                                                                                                                          |
| (b)              |   | Reports on  Form 8-K and 8-K/A                                                                                                                                                                |
|             |   |                                                                                                                                                                                          |
|             |   | A Report on  Form 8-K was filed on December 8, 1998. A Report on Form 8-K/A was filed on  February 8, 1999. A Report on Form 8-K was filed on November 29, 2000.                              |
|             |   |                                                                                                                                                                                          |
| (d)              |   | Financial  Statement Schedule                                                                                                                                                                 |
|             |   |                                                                                                                                                                                          |
|             |   | The  financial statement schedule listed in the accompanying index to financial  statements is filed herewith.                                                                                |

 

 

SIGNATURES

 

                Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|                                |   | Minuteman  International, Inc. |
|-------------------------------------|--------|--------------------------------|
|                                |   | (Registrant)                   |
|                                |   |                           |
| Date:  December 21,  2001 | By:    | /s/ Gregory  J. Rau            |
|                                |   | Gregory J.  Rau, President     |
|                                |   | and Chief  Executive Officer   |
|                                |   |                           |
|                                | By:    | /s/ Thomas  J. Nolan           |
|                                |   | Thomas J.  Nolan,              |
|                                |   | Chief  Financial Officer,      |
|                                |   | Secretary  and Treasurer       |

 

                Pursuant to the requirements of theSecurities and Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedate indicated.

 
| /s/ Gregory  J. Rau                        |   |
|--------------------------------------------|--------|
| Gregory J.  Rau                            |   |
| Chief  Executive Officer and Director      |   |
|                                       |
| /s/ Eckart  Kottkamp                       |   |
| Eckart  Kottkamp, Director                 |   |
|                                       |
| /s/  Frederick W. Hohage                   |   |
| Frederick W.  Hohage, Director             |   |
|                                       |
| /s/ Frank  Reynolds                        |   |
| Frank  Reynolds, Director                  |   |
|                                       |
| /s/ James C.  Schrader, Jr.                |   |
| James C.  Schrader, Jr. Director           |   |
|                                       |
| /s/ Thomas  J. Nolan                       |   |
| Thomas J.  Nolan, Chief Financial Officer, |   |
| Secretary,  Treasurer and Director         |   |

 

 

 

ANNUAL REPORT ON FORM 10-K

 

ITEM 14(a) (1) AND (2), (c) and (d)

 

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULE

 

CERTAIN EXHIBITS

 

FINANCIAL STATEMENT SCHEDULE

 

YEAR ENDED DECEMBER 31, 2000

 

MINUTEMAN INTERNATIONAL, INC.

 

ADDISON, ILLINOIS

 

 

 

REPORT OF INDEPENDENT AUDITORS

 

Shareholders and Board ofDirectors

Minuteman International, Inc.

 

 

We have audited the accompanyingconsolidated balance sheets of Minuteman International, Inc. and subsidiariesas of December 31, 2000 and 1999 and the related consolidated statements ofincome, shareholders' equity and cash flows for each of the three years in theperiod ended December 31, 2000. Our audits also include the financial statementschedule listed in the Index at Item 14(a). These financial statements andschedule are the responsibility of the Company's management. Our responsibilityis to express an opinion on these financial statements and schedule based onour audits.

 

We conducted our audits inaccordance with auditing standards generally accepted in the United States.Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of MinutemanInternational, Inc. and subsidiaries at December 31, 2000 and 1999, andconsolidated results of their operations and their cash flows for each of thethree years in the period ended December 31, 2000, in conformity withaccounting principles generally accepted in the United States. Also, in ouropinion, the related financial statement schedule, when considered in relationto the basic financial statements taken as a whole, presents fairly in allmaterial respects the information set forth therein.

 

 

 

Ernst & Young LLP

Chicago, Illinois

February 13, 2001

 

 

ITEM 14(a) (1) AND (2)

 

LIST OF FINANCIAL STATEMENTSAND FINANCIAL STATEMENT SCHEDULE

 

MINUTEMAN INTERNATIONAL, INC.AND SUBSIDIARIES

 

December 31, 2000

 

The following consolidatedfinancial statements of Minuteman International, Inc. and subsidiaries,included in the Annual Report of the Registrant to its shareholders for theyear ended December 31, 2000, are incorporated by reference in Item 8:

 

ConsolidatedBalance Sheets - December 31, 2000 and 1999

 

ConsolidatedStatements of Income - Years ended December 31, 2000, 1999 and 1998

 

ConsolidatedStatements of Shareholders' Equity - Years Ended December 31, 2000, 1999 and1998

 

ConsolidatedStatements of Cash Flows - Years Ended December 31, 2000, 1999 and 1998

 

Notes toConsolidated Financial Statements

 

The following consolidatedfinancial statement schedule of Minuteman International, Inc. and subsidiariesare included in Item 14(d):

 

Schedule II—  Valuation and QualifyingAccounts   14

 

All other schedules for whichprovision is made in the applicable accounting regulation of the Securities andExchange Commission are not required under the related instructions or are inapplicable,and therefore have been omitted.

 

 

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 

MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES

 

 
|                                                                                |   |             |    | **ADDITIONS**  |   | **DEDUCTIONS** |   |
|-------------------------------------------------------------------------------------|--------|------------------|---------|----------------|--------|----------------|--------|
|                                                                                |   |             |    |           |   | **(2)**        |   |   |   |   |   |
|                                                                                |   |             |    |           |   | **Charged to** |   |   |   |   |   |
|                                                                                |   | **Balance at**   |    | **Charged to** |   | **Other**      |   |   |   | **Balance** |   |
|                                                                                |   | **Beginning of** |    | **Costs and**  |   | **Accounts -** |   |   |   | **at End of** |   |
| **Decription**                                                                      |   | **Period**       |    | **Expenses**   |   | **Describe**   |   | **Describe(1)** |   | **Period** |   |
| YEAR ENDED DECEMBER 31, 2000 Reserves and  allowances deducted from asset accounts: |   |             |    |           |   |           |   |   |   |   |   |
|                                                                                |   |             |    |           |   |           |   |   |   |   |   |
| Allowance for uncollectible accounts                                                |   | $                | 469,000 |           | $      | 227,000        |   | — |   | $ | 134,000 |   | $ | 562,000 |   |
|                                                                                |   |             |    |           |   |           |   |   |   |   |   |
| YEAR ENDED DECEMBER 31, 1999 Reserves and  allowances deducted from asset accounts: |   |             |    |           |   |           |   |   |   |   |   |
|                                                                                |   |             |    |           |   |           |   |   |   |   |   |
| Allowance for uncollectible accounts                                                |   | 721,000          |    | 91,000         |   | —         |   | 343,000 | (3) | 469,000 |   |
|                                                                                |   |             |    |           |   |           |   |   |   |   |   |
| YEAR ENDED DECEMBER 31, 1998 Reserves and  allowances deducted from asset accounts: |   |             |    |           |   |           |   |   |   |   |   |
|                                                                                |   |             |    |           |   |           |   |   |   |   |   |
| Allowance for uncollectible accounts                                                |   | 328,000          |    | 203,000        |   | 310,000        |   | 120,000 |   | 721,000 |   |
|                                                                                     |        |                  |         |                |        |                |        |  |  |  |  |  |  |  |  |

 

----

 

Note 1 — Uncollectible accountswritten off, net of recoveries.

 

Note 2 — Beginning balance ofPowerBoss, acquired during 1998.

 

Note 3 — Includes adjustment of$(121,000) to beginning balance of PowerBoss.

 

 

MINUTEMAN INTERNATIONAL, INC.

 

EXHIBIT INDEX

 

(Pursuant to Item 601 of Regulations S-K)

 
| **NO.** |   | **DESCRIPTION AND PAGE OR INCORPORATION REFERENCE CERTIFICATE OF  INCORPORATION AND BY-LAWS**                                                                                                                                                                                              |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                       |
| 3 (a)   |   | Certificate  of  Incorporation  (incorporated  herein by reference to Exhibit 3 (a) of the Registrant's Form  S-18 Registration Statement, Registration Number 33-11858).                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                       |
| 3 (a) i |   | Amendments  to the Articles of Incorporation (incorporated herein by reference to  Registrant's Form 10-Q for the quarter ended June 30, 2000).                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                       |
| 3 (b)   |   | By-laws  (incorporated herein by reference to  Exhibit 3 (b) of the Registrant's Form S-18 Registration Statement,  Registration Number 33-11858).                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                       |
| 3 (b) i |   | By-laws  (incorporated herein by reference to Registrant's Form 10-Q for the quarter  ended March 31, 2000).                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                       |
|    |   | Instruments  Defining the Rights of Security Holders, INCLUDING INDENTURES                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                       |
| 4 (a)   |   | Specimen  Certificate for Common Stock, no par value (incorporated herein by reference  to Exhibit 4 of the Registrant's For S-18 Registration Statement,  Registration Number 33-11858).                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                       |
|    |   | MATERIAL  CONTRACTS                                                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                       |
| 10 (a)  |   | Amendment to  Employment Agreement dated as of February 27, 1990, between the Company and  Jerome E. Rau (incorporated herein by reference to Exhibit 10 (h) at Page 20  of Form 10K Annual Report for fiscal year ended December 31, 1989).                                               |
|    |   |                                                                                                                                                                                                                                                                                       |
| 10 (b)  |   | Specimen  form of Employment Agreement between the Company and its executive officers  (with the exception of the president) (incorporated herein by reference to  Exhibit 10 (c) at Page 18 of Form 10K Annual Report for fiscal year ended  December 31, 1991).                          |
|    |   |                                                                                                                                                                                                                                                                                       |
| 10 (c)  |   | Agreement  dated as of February 9, 1987, with respect to trademark between the Company  and Hako-Werke International GmbH (incorporated herein by reference to  Exhibit 10 (c) of the Registrant's Form S-18 Registration Statement,  Registration Number 33-11858).                       |
|    |   |                                                                                                                                                                                                                                                                                       |
| 10 (d)  |   | Agreement  dated March 1, 1994 with respect to worldwide distribution/marketing and  trademarks between the Company and Hako-Werke International GmbH.  Incorporated herein by reference to Exhibit 10 (f) at Page 18 of Form 10-K  Annual Report for fiscal year ended December 31, 1994. |
|    |   |                                                                                                                                                                                                                                                                                       |
| 10 (e)  |   | Employment  Agreement dated as of May 31, 1999, between the Company and Gregory J. Rau is  incorporated by reference to Exhibit 10 (g) on Form 10K Annual Report for  fiscal year ended December 31, 1999.                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                       |
| 11      |   | STATEMENT  RE. COMPUTATION OF PER SHARE EARNINGS                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                       |
|    |   | Statement  re. computation of per share earnings. See Note B of the Notes to  Consolidated Financial Statements on Page 19 of the Annual Report for the  year ended December 31, 2000 (incorporated herein by reference).                                                                  |
|    |   |                                                                                                                                                                                                                                                                                       |
| 13      |   | ANNUAL  REPORT TO SECURITY HOLDERS                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                       |
|    |   | The  Company's Annual Report to Shareholders for the year ended December 31, 2000,  is incorporated herein by reference.                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                       |
|    |   | SUBSIDIARIES  OF THE REGISTRANT                                                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                       |
| 22 (a)  |   | Subsidiaries  of the Registrant (included herein at Page 17).                                                                                                                                                                                                                              |

 

----

 

Minuteman International, Inc.will furnish any of the aforementioned exhibits indicated above to requestingsecurity holders upon written request.