## **SECURITIES ANDEXCHANGE COMMISSION**

**Washington,D. C. 20549**

 

## **Form 10 – K/A**

 

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

 

# **For the FiscalYear Ended December 31, 1999**

 

**Commission File Number 0–15582**

 

**Minuteman International, Inc.**

(Exact Name of Registrantas Specified in its Articles of Incorporation)

 

| **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 toSection 12(g) of the Act:**

 

**Common stock, no par value**

(Title of Each Class)

 

                Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 of 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

ýYes No o

 

 

                Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S–K is not contained herein, and will not be contained, to thebest of registrant's knowledge in definitive proxy or information statementsincorporated by reference in Part III of this Form 10–K or any amendmentto this Form 10–K.

 

                Theaggregate market value of the voting stock held by non–affiliates of theregistrant as of March 1, 2000:

 

**Common stock, no par value, $8,891,000**

 

The number of shares outstandingof the issuer's class of common stock as of March 1, 2000:

 

**Common stock, no par value, 3,568,385 shares**

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

                Portionsof the Annual Report for the year ended December 31, 1999, are incorporated byreference into Parts I and II.

 

                Portionsof the Proxy Statement for the Annual Shareholders Meeting to be held April 18,2000, are incorporated by reference into Part III.

 

 

**Introduction**

 

**This Amendment 1 is to the Registrant's Form 10-K for theyear ended December 31, 1999.  Theregistrant hereby amends its annual report on Form 10-K for the fiscal yearended December 31, 1999 to amend Note J included in the Notes to the FinancialStatements.  The remainder of theregistrant’s annual report on Form 10-K for the year ended December 31, 1999remains unaffected by this amendment.**

 

 

 

 

 

 

# **PART I**

 

**Item 1.                    *Business***

 

**General Development of Business**

 

                MinutemanInternational, Inc. an Illinois corporation incorporated in 1951 as AmericanCleaning Equipment Corporation, manufactures and distributes one of the mostcomplete lines of commercial and industrial vacuums, floor and carpet care,chemical cleaning and coating products and complementary accessories in theUnited States and Canada. Its products are exported to countries around theworld.

 

                OnNovember 23, 1998 the Company entered into an Asset Purchase Agreement with AARPowerBoss, Inc. (PowerBoss) for the acquisition of substantially all of the netassets and the assumption of certain liabilities of PowerBoss. Additionalinformation pertaining to this acquisition is incorporated by reference on page20, Note C of the 1999 Annual Report and included in the Form 8–K and 8–K/Apreviously filed on December 8, 1998 and February 8, 1999, respectively.

 

**Products**

 

                TheCompany's product line consists of hard surface floor care equipment, carpetcare and maintenance products, sweepers, scrubbers, commercial and industrialspecialized vacuums, and complementary accessories. Included in the specializedvacuum area are the hazardous location/explosive environment vacuums and theclean/room nuclear vacuums.

 

                MinutemanPowerBoss, Inc. (PowerBoss), acquired in 1998, is a wholly–owned subsidiaryof Minuteman International, Inc. that designs, manufactures and distributesride–on and walk–behind sweepers and scrubbers for hard–surfacefloor and carpet care for use in industrial applications.

 

                Multi–Clean,the chemical division of Minuteman International, Inc. formulates, manufacturesand distributes 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.

 

                ParkerSweeper Company, acquired in 1992, manufactures a full line of litter vacuumsas well as an extensive array of lawn and turf debris handling equipment.Effective December 30, 1994, Parker Sweeper Company, formerly a wholly–ownedsubsidiary, was merged into the Company and operates as a division.

 

                Additionalinformation pertaining to new products is incorporated herein by reference onpages 8 through 13 of the 1999 Annual Report for the year ended December 31,1999.

 

**Marketing and Distribution**

 

                TheCompany manufactures and distributes its products throughout the world. Thedistribution process in the United States is primarily through the more than450 active dealers and its two sales branches. The Company distributes itsproducts in Canada through Minuteman Canada, Inc. and in Europe throughMinuteman European, B.V., both of which are wholly owned subsidiaries. TheCompany sells its products to Hako–Werke subsidiaries in Japan, Australiaand certain European countries. Export of other products is conducted throughthe headquarter office in Addison, Illinois. Sales to affiliated andunaffiliated customers in foreign countries aggregated to $16,351,000,$10,642,000, $12,062,000 in 1999, 1998 and 1997, respectively.

 

                TheCompany's equipment is sold under Minuteman International, Minuteman, MinutemanPowerBoss and Parker Sweeper trade names. The chemical cleaning and coatingproducts are manufactured by Minuteman International, Inc. and sold under Multi–Cleantrade name. Substantially all of the Company's commercial equipment ismanufactured at its Illinois production facilities in Addison and Hampshire.Substantially all of the Company's industrial equipment is manufactured at itsAberdeen, North Carolina production facilities. The remainder of the Company'sindustrial equipment is imported from Germany. All of the Company's chemicalcleaning and coating products are produced at its Shoreview, Minnesotafacility.

 

                Themanufacture, production and demand for the Company's products and services arenot considered to be seasonal in nature. No part of the Company businessdepends on any one single customer, the loss of which would adversely affectthe Company. The Company does not believe any material portion of its businessto be subject to renegotiation of profits or termination of contracts at theelection of the Government.

 

**Raw Materials**

 

                TheCompany purchases castings, electric motors, cord sets, switches, brushes,wheels, injection molded plastics, sheet steel, paint pigment, chemicals andother raw materials from a number of suppliers. The Company considers itsability to obtain raw materials and supplies to be readily available. It doesnot believe that the loss of any supplier would adversely affect the Company'sbusiness.

 

**Competition**

 

                MinutemanInternational, Inc. competes with many regional, national and internationalmanufacturers throughout the industry. These competitive markets includeindustrial and plant maintenance, sanitation supply, critical filter, floor coatingand chemical fields. The principal competitive factors within each of thesemarkets are product quality, reliability, service and fair price. The Companybelieves it will continue to compete effectively in the marketplace andcontinue its sales growth in the future.

 

**Patents and Trademarks**

 

                Currently,the Company has 29 United States and 25 international patents. Although theCompany generally seeks to obtain patents where appropriate, it does notconsider the successful conduct of its business in general to be dependent onany of its patents or patent applications. By agreement dated March 1, 1994,with Hako–Werke, the Company agreed to discontinue the use of the"Hako" trademark on any products intended for sale in any country. Itwas further agreed that the Company and Hako–Werke would be free tomarket and distribute each of their products throughout the world.

 

                MinutemanInternational, Inc. is owner of the United States and Canadian registrationsfor the Multi–Clean and Parker Sweeper trade names. The Minutemantrademark is registered in the United States and Canada. The Parker trademarkis registered in the United States and Canada.

 

**Working Capital**

 

                TheCompany had working capital of $30.3 million at December 31, 1999. Cash, cashequivalents and short term investments represented 12.1% of the working capitalwhich when not in use, is invested in bank certificates of deposit andEurodollar certificate investments.

 

**Backlog**

 

                TheCompany's backlog of orders was approximately $2.7 million at December 31, 1999and $1.9 million at December 31, 1998. The Company anticipates thatsubstantially all of the 1999 backlog will be delivered during 2000. In theopinion of Management, fluctuations in the amount of its backlog are notnecessarily indicative of intermediate or long–term trends in theCompany's business.

 

**Research and Development**

 

                TheCompany expended approximately $1,329,000, $1,118,000 and $1,102,000 inresearch and development activities during 1999, 1998 and 1997, respectively.

 

**Employees**

 

                TheCompany has 406 full time employees. The facilities in Addison, Illinois andShoreview, Minnesota, have approximately 107 hourly paid employees who arecovered by local collective bargaining agreements. These agreements expire inMay, 2003 and October, 2003, respectively. The Company believes that thecurrent employee relations are excellent. The Company plans to hire additionalemployees during 2000 as are justified by the needs of the business.

 

**Environmental Matters**

 

                TheCompany's operations are subject to various federal, state and local laws andregulations regarding the environmental aspects of the manufacture anddistribution of chemical components. The Company believes that it is currentlyin compliance in all material respects with the environmental laws andregulations affecting its operations. Capital expenditures for the purpose ofenvironmental protection are not expected to be material in amount for 2000 orthereafter.

 

**Item 2.                    *Properties***

 

                TheCompany owns or leases the following properties in its operations:

 

| **Location**      |   | **Size** |   | **(sq. ft.)** |   | **Use**                                          |   | **Owned  or Leased** |
|-------------------|--------|----------|--------|---------------|--------|--------------------------------------------------|--------|----------------------|
|              |   |     |   |          |   |                                             |   |                 |
| Aberdeen, NC      |   | 135,000  |   | (Bldg.)       |   | Office, manufacturing, Warehouse, sales, service |   | Leased               |
|              |   |     |   |          |   |                                             |   |                 |
| Addison, IL       |   | 112,230  |   | (Bldg.)       |   | Office, manufacturing,                           |   |                 |
|              |   | 254,300  |   | (Land)        |   | Warehouse, sales, service                        |   | Owned                |
|              |   |     |   |          |   |                                             |   |                 |
| Villa Park, IL    |   | 18,000   |   | (Bldg.)       |   | Warehouse, sales, service                        |   | Leased               |
|              |   |     |   |          |   |                                             |   |                 |
| Taylor, MI        |   | 4,800    |   | (Bldg.)       |   | Warehouse, sales, service                        |   | Leased               |
|              |   |     |   |          |   |                                             |   |                 |
| Hampshire, IL     |   | 100,000  |   | (Bldg.)       |   | Manufacturing, warehouse                         |   |                 |
|              |   | 871,200  |   | (Land)        |   |                                             |   | Owned                |
|              |   |     |   |          |   |                                             |   |                 |
| Shoreview, MN     |   | 34,952   |   | (Bldg.)       |   | Office, manufacturing,                           |   |                 |
|              |   | 133,830  |   | (Land)        |   | Warehouse, sales, service                        |   | Owned                |
|              |   |     |   |          |   |                                             |   |                 |
| Nieuw–Vennep |   | 9,957    |   | (Bldg.)       |   | Warehouse, sales, service                        |   | Leased               |
| The Netherlands   |   |     |   |          |   |                                             |   |                 |
|              |   |     |   |          |   |                                             |   |                 |
| Mississauga,      |   | 18,486   |   | (Bldg.)       |   | Warehouse, sales, service                        |   | Leased               |
| Ontario, Canada   |   |     |   |          |   |                                             |   |                 |

 

                Approximately90% of the Company's Addison and Hampshire, Illinois facilities and 85% of theCompany's Aberdeen, North Carolina and Shoreview, Minnesota facilities aredevoted to manufacturing.

 

                TheVilla Park, Illinois lease term expires December 31, 2000. The Taylor, Michiganlease term expires February 28, 2002. The Nieuw–Vennep, Netherlands leaseterm expires January 31, 2003. The Mississauga, Ontario lease term expires onNovember 30, 2002. The Aberdeen, North Carolina lease term expires November 30,2001. The Company believes that failure to obtain the renewal of any leasewould not have a material adverse effect on its business.

 

**Item 3.                    *LegalProceedings***

 

                TheCompany is a party to various legal proceedings arising in the ordinary courseof its business. The outcome of these matters will not, in the opinion ofManagement, have a material adverse effect on the business or financialcondition of the Company.

 

**Item 4.                    *Submissionof Matters to a Vote of Security Holders***

 

                Duringthe fourth quarter of the fiscal year ended December 31, 1999, the Company didnot submit any matter to a vote of shareholders through the solicitation ofproxies or otherwise.

 

**Part II**

 

**Item 5.                    *Market forRegistrant's Common Stock and Related Shareholder Matters***

 

                Commonstock market prices and dividends on page 23 of the Annual Report for the yearended December 31, 1999, are incorporated herein by reference.

 

**Item 6.                    *Selected ConsolidatedFinancial Data***

 

                TheSelected Consolidated Financial Data on page 23 and the Notes to ConsolidatedFinancial Statements on pages 19 through 22 of the Annual Report for the yearended December 31, 1999, are incorporated herein by reference.

 

**Item 7.                    *Management'sDiscussion and Analysis of Results of Operations and Financial Condition***

 

                "Management'sDiscussion and Analysis of Results of Operations and Financial Condition"on pages 14 and 15 and related comments in the Chairman's letter on Page 2 ofthe Annual Report for the year ended December 31, 1999, are incorporated hereinby reference.

 

**Item 7A.*Quantitativeand Qualitative Disclosures about Market Risk***

 

                Informationappearing under the caption "Market Risk" appearing on page 15 of theAnnual Report for the year ended December 31, 1999 is incorporated herein byreference (See Item 7. Management's Discussion and Analysis.)

 

**Item 8.                    *FinancialStatements and Supplementary Data***

 

                TheReport of Independent Auditors and the Consolidated Financial Statements,including the Notes to the Consolidated Financial Statements, included on pages15 through 24 of the Annual Report for the year ended December 31, 1999, areincorporated herein by reference.

 

                QuarterlyResults of Operations on page 22 of the Annual Report for the year endedDecember 31, 1999, is incorporated herein by reference.

 

**Item 9.                    *Changes inand Disagreements with Accountants on Accounting and Financial Disclosure***

 

                Therehave been no changes in or disagreements with the Company's auditors onaccounting and financial disclosure.

 

**Part III**

 

**Item 10.                 *Directorsand Officers of the Company***

 

                Theinformation contained on pages 2 through 6 of Minuteman International, Inc.'sProxy Statement dated March 15, 2000, with respect to directors and executiveofficers of the Company is incorporated herein by reference in response to thisitem.

 

**Item 11.                 *ExecutiveCompensation***

 

                Theinformation contained on pages 4 through 6 of Minuteman International Inc.'sProxy Statement dated March 15, 2000, with respect to Executive Compensationand transactions, is incorporated herein by reference in response to this item.

 

**Item 12.                 *SecurityOwnership of Certain Beneficial Owners and Management***

 

                Theinformation contained on page 2 of Minuteman International Inc.'s ProxyStatement dated March 15, 2000, with respect to security ownership of certainbeneficial owners and management, is incorporated herein by reference inresponse to this item.

 

**Item 13.                 *CertainRelationships and Related Transactions***

 

                Theinformation contained on pages 2 through 6 of Minuteman International Inc.'sProxy Statement dated March 15, 2000, with respect to certain relationships andrelated transactions, are incorporated herein by reference in response to thisitem.

 

**Part IV.**

 

**Item 14.                 *Exhibits,Financial Statements and Schedule and Reports on Form 8–K***

 

(a)           (1. and 2.) Financial Statements

 

                The financial statements listedin the accompanying index to financial statements are filed herewith.

 

(a)           (3) and (c) Exhibits

 

                The Exhibits required by Item601 of Regulation S–K and filed herewith are listed in the Exhibit Indexwhich follows the financial statements and immediately precedes the exhibitsfiled.

 

(b)           Reports on Form 8–K and 8–K/A

 

                A Report on Form 8–K wasfiled on December 8, 1998. A Report on Form 8–K/A was filed on February8, 1999.

 

(d)           Financial Statement Schedule

 

                The financial statement schedulelisted in the accompanying index to financial statements is filed herewith.

 

 

**SIGNATURES**

 

                Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

|                    | 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 |

 

                Pursuantto the requirements of the Securities and Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the date 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 STATEMENTSSCHEDULE**

 

**CERTAIN EXHIBITS**

 

**FINANCIAL STATEMENT SCHEDULE**

 

**YEAR ENDED DECEMBER 31, 1999**

 

**MINUTEMAN INTERNATIONAL, INC.**

 

**ADDISON, ILLINOIS**

 

 

 

**REPORT OF INDEPENDENT AUDITORS**

 

 

Shareholders and Board ofDirectors

Minuteman International, Inc.

 

 

                Wehave audited the accompanying consolidated balance sheets of MinutemanInternational, Inc. and subsidiaries as of December 31, 1999 and 1998 and therelated consolidated statements of income, shareholders' equity and cash flowsfor each of the three years in the period ended December 31, 1999. Our auditsalso include the financial statement schedule listed in the Index at Item 14(a).These financial statements and schedule are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financialstatements and schedule based on our audits.

 

                Weconducted our audits in accordance with auditing standards generally acceptedin the United States. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion.

 

                Inour opinion, the consolidated financial statements referred to above presentfairly, in all material respects, the consolidated financial position ofMinuteman International, Inc. and subsidiaries at December 31, 1999 and 1998,and consolidated results of their operations and their cash flows for each ofthe three years in the period ended December 31, 1999, in conformity withaccounting principles generally accepted in the United States. Also, in ouropinion, the related financial statements schedule, when considered in relationto the basic financial statements taken as a whole, present fairly in allmaterial respects the information set forth therein.

 

/s/ Ernst & Young LLP

 

 

Ernst & Young LLP

Chicago, Illinois

February 8, 2000

 

 

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

 

**LIST OF FINANCIAL STATEMENTS AND**

**FINANCIAL STATEMENT SCHEDULE**

 

**MINUTEMAN INTERNATIONAL, INC. ANDSUBSIDIARIES**

 

December 31, 1999

 

                Thefollowing consolidated financial statements of Minuteman International, Inc.and subsidiaries, included in the Annual Report of the Registrant to itsshareholders for the year ended December 31, 1999, are incorporated byreference in Item 8:

 

                ConsolidatedBalance Sheets – December 31, 1999 and 1998

 

                ConsolidatedStatements of Income – Years ended December 31, 1999, 1998 and 1997

 

                ConsolidatedStatements of Shareholders' Equity – Years Ended December 31, 1999, 1998and 1997

 

                ConsolidatedStatements of Cash Flows – Years Ended December 31, 1999, 1998 and 1997

 

                Notesto Consolidated Financial Statements

 

                Thefollowing consolidated financial statement schedule of Minuteman International,Inc. and subsidiaries are included in Item 14(d):

 

                Schedule II ––        Valuation and Qualifying Accounts                                                             14

 

                Allother schedules for which provision is made in the applicable accountingregulation of the Securities and Exchange Commission are not required under therelated 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** |   |
| **Description**                                        |   | **Period**       |    | **Expenses**   |    | **Describe**   |         | **Describe(1)** |      | **Period**    |   |
|                                                   |   |             |    |           |    |           |         |            |      |          |   |
| 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 |   |
|                                                   |   |             |    |           |    |           |         |            |      |          |   |
| Year Ended December 31, 1997                           |   |             |    |           |    |           |         |            |      |          |   |
| Reserves and allowances  deducted from asset accounts: |   |             |    |           |    |           |         |            |      |          |   |
| Allowance for uncollectible  accounts                  |   | $                | 351,000 |           | 98,000  |           | –– |            | 121,000   |          | $      | 328,000 |   |

 

Note 1 –– Uncollectible accounts written off, net ofrecoveries.

Note 2 – Beginning balance of PowerBoss, acquired during 1998.

Note 3 – Includes adjustment of $(121,000) to beginning balance ofPowerBoss.

**MINUTEMAN INTERNATIONAL, INC.**

 

**EXHIBIT INDEX**

 

**(Pursuant to Item 601 of RegulationsS–K)**

 

**NO.                                         DESCRIPTIONAND PAGE OR INCORPORATION REFERENCE**

 

**                                                Certificateof Incorporation and By–Laws**

 

3(a)         Certificate of Incorporation(incorporated herein by reference to Exhibit 3 (a) of the Registrant's Form S–18Registration Statement, Registration Number 33–11858).

 

3(b)         By–laws (incorporated herein byreference to Exhibit 3 (b) of the Registrant's Form S–18 RegistrationStatement, Registration Number 33–11858).

 

###### *                InstrumentsDefining 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'sFor S–18 Registration Statement, Registration Number 33–11858).

 

###### *                MaterialContracts*

 

10(a)       Employment Agreement dated as of January20, 1987, between the Company and Jerome E. Rau (incorporated herein byreference to Exhibit 10 (a) of the Registrant's Form S–18 RegistrationStatement, Registration Number 33–11858).

 

10(b)       Amendment to Employment Agreement datedas of February 27, 1990, between the Company and Jerome E. Rau (incorporatedherein by reference to Exhibit 10 (h) at Page 20 of Form 10K Annual Report forfiscal year ended December 31, 1989).

 

10(c)       Specimen form of Employment Agreementbetween the Company and its executive officers (with the exception of thepresident) (incorporated herein by reference to Exhibit 10 (c) at Page 18 ofForm 10K Annual Report for fiscal year ended December 31, 1991).

 

10(d)       Employment Agreement dated as of March22, 1990, between the Company and Michael Gravelle (incorporated herein byreference to Exhibit 10 (d) at Page 22 of Form 10K Annual Report for fiscalyear ended December 31, 1991).

 

10(e)       Agreement dated as of February 9, 1987,with respect to trademark between the Company and Hako–WerkeInternational GmbH (incorporated herein by reference to Exhibit 10 (c) of theRegistrant's Form S–18 Registration Statement, Registration Number 33–11858).

 

10(f)        Agreement dated March 1, 1994 withrespect to worldwide distribution/marketing and trademarks between the Companyand Hako–Werke International GmbH. Incorporated herein by reference toExhibit 10 (f) at Page 18 of Form 10–K Annual Report for fiscal yearended December 31, 1994.

 

10(g)       Employment Agreement dated as of May 31,1999, between the Company and Gregory J. Rau is included herein as Exhibit10(g) on Form 10K Annual Report for fiscal year ended December 31, 1999.

 

11            Statement re. Computation of PerShare Earnings

 

                Statement re. computation of pershare earnings. See Note B of the Notes to Consolidated Financial Statements onPage 19 of the Annual Report for the year ended December 31, 1999 (incorporatedherein by reference).

 

13            Annual Report to Security Holders

 

                The Company's Annual Report toShareholders for the year ended December 31, 1999, is incorporated herein byreference.

 

*                Subsidiariesof the Registrant*

 

22(a)       Subsidiaries of the Registrant (includedherein at Page 49).

 

 

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