**FORM 10 - K**

 

**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 (No Fee Required)** |
|------------|---------------------------------------------------------------------------------------------------------------|

 

**For the fiscalyear ended December 31, 2001**

 

**Commission fileNumber  0-15582**

 

**Minuteman International, Inc.**

(Exact name of registrant as specified in itsArticles 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 |
|                                                                       |   |                |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

Commonstock, no par value

**(Title of each class)**

 

 

                Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. **ý**  Yes    o  No

 

                Indicate by check markif disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

                        The aggregate marketvalue of the voting stock held by non-affiliates of the registrant as of March7, 2002:

 

Common stock, no par value, $8,026,000

 

The number ofshares outstanding of the issuer’s class of common stock as of March 7, 2002:

 

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

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

                        Portionsof the Annual Report for the year ended December 31, 2001, are incorporated byreference into Parts I and II.

 

                        Portionsof the Proxy Statement dated March 20, 2002 for the Annual Shareholders Meetingto be held April 23, 2002, are incorporated by reference into Part III.

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**Part I**

 

Item 1.    BUSINESS

 

General Development of Business

 

Minuteman International, Inc. an Illinois corporation incorporated in1951 as American Cleaning Equipment Corporation, manufactures and distributesone of the most complete lines of commercial and industrial vacuums,  floor and carpet care, chemical cleaning andcoating products and complementary accessories in the United States andCanada.  Its products are exported tomore than forty countries around the world.

 

Products

 

The Company’s product line consists of hard surface floor careequipment, carpet care and maintenance products, sweepers, scrubbers,commercial and industrial specialized vacuums, and complementaryaccessories.  Included in thespecialized vacuum area are the hazardous location/explosive environmentvacuums and the clean/room nuclear vacuums.

 

Minuteman PowerBoss, Inc. (PowerBoss), acquired in 1998, is awholly-owned subsidiary of Minuteman International, Inc. that designs,manufactures and distributes ride-on and walk-behind sweepers and scrubbers forhard-surface floor and carpet care for use in industrial applications.

 

Multi-Clean, the chemical division of Minuteman International, Inc.formulates, manufactures and distributes over 65 chemical cleaning and floorcoating products including multi-surface cleaners and degreasers, finishes andwaxes, carpet care products, concrete and wood coatings and finishes, plus afull array of specialized 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 SweeperCompany, formerly a wholly-owned subsidiary, was merged into the Company andoperates as a division.

 

Additional information pertaining to new productsis incorporated herein by reference on pages 6 through 7 and page 9 of the 2001Annual Report for the year ended December 31, 2001.

 

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Marketingand Distribution

 

The Company markets and distributes its products throughout theworld.  The distribution process in theUnited States is primarily through the more than 450 active dealers and its twosales branches.  The Company distributesits products in Canada through Minuteman Canada, Inc. and in Europe throughMinuteman European, B.V., both of which are wholly owned subsidiaries.  The Company sells its products to Hako-Werkesubsidiaries in Japan, Australia and 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 $15,918,000$18,078,000, $16,552,000 in 2001, 2000 and 1999, respectively.

 

TheCompany’s equipment is sold under Minuteman International, Minuteman, MinutemanPowerBoss and Parker Sweeper trade names. The chemical cleaning and coating products are  manufactured by Minuteman International, Inc. and sold underMulti-Clean trade name.  Substantiallyall of the Company’s commercial equipment is manufactured at its Illinoisproduction  facilities  in Addison and  Hampshire.  Substantially all of the Company’sindustrial equipment is manufactured at its Aberdeen, North Carolina productionfacilities.  The remainder of theCompany’s industrial equipment is imported from Germany.  All of the Company’s chemical cleaning andcoating products are produced at its Shoreview, Minnesota facility.

 

The manufacture, production and demand for the Company’s products andservices are not considered to be seasonal in nature.  No part of the Company business depends on any one singlecustomer, the loss of which would adversely affect the Company.  The Company does not believe any materialportion of its business to be subject to renegotiation of profits ortermination of contracts at the election of the Government.

 

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 of suppliers.  The Company considers its ability to obtainraw materials and supplies to be readily available.  It does not believe that the loss of any supplier would adverselyaffect the Company’s business.

 

Competition

 

MinutemanInternational, Inc. competes with many regional, national and internationalmanufacturers throughout the industry. These competitive markets include industrial and plant maintenance,sanitation supply, critical filter, floor coating and chemical fields.  The principal competitive factors withineach of these markets are product quality, reliability, service and fair price.  The Company believes it will continue tocompete effectively in the marketplaceand continue its sales growth in the future.

 

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Patentsand Trademarks

 

Currently, the Company has 22 United States and 9 internationalpatents.  Although the Company generallyseeks to obtain patents where appropriate, it does not consider the successfulconduct of its business in general to be dependent on any of its patents orpatent applications.

 

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

 

Working Capital

 

The Company had working capital of $35.5 million at December 31, 2001.Cash, cash equivalents and short term investments represented 18.6% of theworking capital which when not in use, is invested in bank certificates ofdeposit and Eurodollar certificate investments.

 

Backlog

 

The Company’s backlog of orders was approximately $3.0 million atDecember 31, 2001 and $2.5 million at December 31, 2000.  The Company anticipates that substantiallyall of the 2001 backlog will be delivered during 2002.  In the opinion of Management, fluctuations inthe amount of its backlog are not necessarily indicative of intermediate orlong-term trends in the Company’s business.

 

Research and Development

 

The Company expended approximately $1,587,000, $1,459,000, and$1,329,000 in research  and developmentactivities during 2001, 2000 and 1999, respectively.

 

Employees

 

The Company has 401 full time employees.  The facilities in Addison, Illinois and Shoreview, Minnesota,have approximately 94 hourly paid employees who are covered by local collectivebargaining agreements.  These agreementsexpire in May, 2003 and October, 2003, respectively.  The Company believes that the current employee relations areexcellent.  The Company may hireadditional employees during 2002 as are justified by the needs of the business.

 

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EnvironmentalMatters

 

The Company’s operations are subject to various federal, state andlocal laws and regulations regarding the environmental aspects of themanufacture and distribution of chemical components.  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 2002 or thereafter.

 

Item 2.    PROPERTIES

 

The Company owns or leases the following 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,    |             |
|             | 254,300                         | (Land)  | Warehouse,  sales, service | Owned            |
|             |                            |    |                       |             |
| 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  |             |
|             | 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 |                            |    |                       |             |
|                  |                                 |         |                            |                  |  |

 

 

Approximately 90% of the Company’s Addison and Hampshire, Illinoisfacilities and 85% of the Company’s Aberdeen, North Carolina and Shoreview,Minnesota facilities are devoted to manufacturing.

 

The Villa Park, Illinois lease term expires December 31, 2003. TheTaylor, Michigan lease term expires December 31, 2003.  The Nieuw-Vennep, Netherlands lease termexpires January 31, 2003. The Mississauga, Ontario lease term expires onNovember 30, 2002.  The Aberdeen, NorthCarolina lease term expires May 23, 2005. The Company believes that failure to obtain the renewal of any leasewould not have a material adverse effect on its business.

 

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Item3.    LEGAL PROCEEDINGS

 

The Company is a party to various legal proceedings arising in theordinary 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.

 

In November, 2001, the Securities and Exchange Commission (“SEC”)issued a formal order of investigation of Minuteman International.  The Company has been fully cooperating withthe SEC by producing documents and providing testimony from variousemployees.    In December, 2001, theCompany was requested by the Nasdaq Stock Market (“Nasdaq”) to supplyinformation in connection with Nasdaq’s responsibilities to ensure ongoingcompliance of issuers with the requirements for inclusion on the Nasdaq.  The Company has provided the requesteddocuments and has cooperated fully with Nasdaq.  The Company believes that the investigations relate to therecognition of revenue in the results of operations for its interimperiods.  As previously reported, theCompany determined that it was necessary to restate interim results based on areview of the timing of the recording of certain sales transactions that werenot consistent with the Company’s sales recognition policy.  Accordingly, the Company restated itsinterim resulted for the period ended March 31, 2001 and each of the firstthree quarters in the years 2000 and 1999. The restatements included the deferral of certain sales from thereporting period in which the sales would be properly recorded under theCompany’s sales recognition policy.  Theinvestigations have not been completed and neither the SEC nor Nasdaq hadinformed the Company of any intended action. Consequently, the Company cannot predict the outcome of theinvestigations or assess their ultimate impact on the Company.

 

Item 4.    SUBMISSION OF MATTERSTO A VOTE OF SECURITY HOLDERS

 

During the fourth quarter of the fiscal year ended December 31, 2001,the Company did not submit any matter to a vote of shareholders through thesolicitation of proxies or otherwise.

 

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PartII

 

Item 5.    MARKET FOR REGISTRANT’SCOMMON STOCK AND RELATED SHAREHOLDER MATTERS

 

Common stock market prices and dividends on page 19 of the AnnualReport for the year ended December 31, 2001, are incorporated herein byreference.

 

Item 6.    SELECTED CONSOLIDATEDFINANCIAL DATA

 

The Selected Consolidated Financial Data on page 20 of the AnnualReport for the year ended December 31, 2001, is incorporated herein byreference.

 

Item 7.    MANAGEMENT’S DISCUSSIONAND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

“Management’s Discussion and Analysis of Results of Operations andFinancial Condition” on pages 10 and 11 and related comments in the President’sletter on Page 1 of the Annual Report for the year ended December 31, 2001, areincorporated herein by reference.

 

Item 7A.  QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Information appearing under the caption “Market Risk” appearing on page11 of the Annual Report for the year ended December 31, 2001 is incorporatedherein by reference (See Item 7. Management’s Discussion and Analysis.)

 

Item 8.    FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA

 

The Report of Independent Auditors and the Consolidated FinancialStatements, including the Notes to the Consolidated Financial Statements,included on pages 12 through 20  of theAnnual Report for the year ended December 31, 2001, are incorporated herein byreference.

 

Quarterly Results of Operations on pages 18 and 19 of the Annual Reportfor the year ended December 31, 2001, is incorporated herein by reference.

 

Item 9.    CHANGES IN ANDDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

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PartIII

 

Item 10.  DIRECTORS AND OFFICERSOF THE COMPANY

 

The information contained on pages 3 through 9 of MinutemanInternational, Inc.’s Proxy Statement dated March 20, 2002, with respect todirectors and executive officers of the Company is incorporated herein byreference in response to this item.

 

Item 11.  EXECUTIVE COMPENSATION

 

Theinformation contained on pages 7 through 9 of Minuteman International Inc.’sProxy Statement dated March 20, 2002, with respect to Executive Compensationand transactions, is incorporated herein by reference in response to this item.

 

Item 12.  SECURITY OWNERSHIP OFCERTAIN BENEFICIAL

                        OWNERS ANDMANAGEMENT

 

The information contained on page 3 of Minuteman International Inc.’sProxy Statement dated March 20, 2002, with respect to security ownership ofcertain beneficial owners and management, is incorporated herein by referencein response to this item.

 

Item 13.  CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS

 

The information contained on pages 3 through 10 of MinutemanInternational Inc.’s Proxy Statement dated March 20, 2002, with respect tocertain relationships and related transactions, are incorporated herein byreference in response to this item.

 

Part IV.

 

Item 14.  EXHIBITS, FINANCIALSTATEMENTS AND SCHEDULE AND

                        REPORTS ONFORM 8-K

 

(a) (1. and 2.)  FinancialStatements

 

TheReport of Independent Auditors and the financial statements listed in theaccompanying index to financial statements are filed herewith.

 

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(a) (3) and (c) Exhibits

 

The Exhibits required by Item 601 of Regulation S-K and filed herewithare listed in the Exhibit Index which follows the financial statements andimmediately precedes the exhibits filed.

 

(b)                                 Reports on Form8-K: A form 8-K was not filed for the quarter ended December 31, 2001.

 

 (d)          Financial Statement Schedule

 

The financial statement schedule listed in the accompanying index tofinancial statements is filed herewith.

 

 

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**Signatures**

 

                Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                              |   | Minuteman  International, Inc. |   |
|-----------------------------------|--------|--------------------------------|--------|
|                              |   | (Registrant)                   |   |
|                              |   |                           |
| Date:  March 22,   2002 | By:    | s/s  Gregory J. Rau            |   |
|                              |   | Gregory  J. Rau, President     |
|                              |   | and  Chief Executive Officer   |
|                              |   |                           |
|                              |   |                           |
|                              | By:    | s/s  Thomas J. Nolan           |   |
|                              |   | Thomas  J. Nolan,              |
|                              |   | Chief  Financial Officer,      |
|                              |   | Secretary  and Treasurer       |
|                                   |        |                                |        |  |

 

                Pursuant to the requirements ofthe Securities and Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and onthe date indicated.

 

| Date:  March 22, 2002 |                                       |
|----------------------------|--------------------------------------------|
|                       |                                       |
|                       | By:  s/s Gregory J. Rau               |   |
|                       | Gregory  J. Rau                            |
|                       | Chief  Executive Officer and Director      |
|                       |                                       |
|                       | By:  s/s  Eckart Kottkamp             |   |
|                       | Eckart Kottkamp, Director                  |
|                       |                                       |
|                       | By:  s/s Frederick Hohage             |   |
|                       | Frederick W. Hohage, Director              |
|                       |                                       |
|                       | By:  s/s Frank Reynolds               |   |
|                       | Frank Reynolds, Director                   |
|                       |                                       |
|                       | By:  s/s James C. Schrader, Jr.       |   |
|                       | James C. Schrader, Jr.  Director           |
|                       |                                       |
|                       | By:  s/s Thomas J. Nolan              |   |
|                       | Thomas J. Nolan, Chief  Financial Officer, |
|                       | Secretary, Treasurer and  Director         |
|                       |                                       |

 

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                                REPORT OFINDEPENDENT AUDITORS

 

 

Shareholders and Board of Directors

Minuteman International, Inc.

 

 

We have audited the accompanying consolidated balance sheets ofMinuteman International, Inc. and subsidiaries as of December 31, 2001, 2000and 1999 and the related consolidated statements of income, shareholders’equity and cash flows for each of the three years in the period ended December31, 2001.  Our audits also include thefinancial statement schedule listed in the Index at Item 14(a).  These financial statements and schedule arethe responsibility of the Company’s management.  Our responsibility is to express an opinion on these financialstatements and schedule based on our audits.

 

We conducted our audits in accordance with auditing standards generallyaccepted in the United States.  Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the consolidated financial positionof Minuteman International, Inc. and subsidiaries at December 31, 2001, 2000and 1999 and consolidated results of their operations and their cash flows foreach of the three years in the period ended December 31, 2001, in conformitywith accounting principles generally accepted in the United States.  Also, in our opinion, the related financialstatement schedule, when considered in relation to the basic financialstatements taken as a whole, presents fairly in all material respects theinformation set forth therein.

 

As discussed in Note B to the consolidated financial statements, in2001 the Company changed its method of accounting for derivative financialinstruments.

 

 

 

Ernst & Young LLP

Chicago, Illinois

February 15, 2002

 

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ITEM14(a) (1) AND (2)

 

LIST OF FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULE

 

MINUTEMAN INTERNATIONAL, INC. AND SUBSIDIARIES

 

December 31, 2001

 

The following consolidated financial statements of MinutemanInternational, Inc. and subsidiaries, included in the Annual Report of theRegistrant to its shareholders for the year ended December 31, 2001, areincorporated by reference in Item 8:

 

Consolidated Balance Sheets-             December 31, 2001, 2000(as restated) and 1999 (as restated)

 

Consolidated Statements of Income- Years ended December 31, 2001, 2000 (as restated) and 1999 (as restated)

 

Consolidated Statements ofShareholders’ Equity -Years Ended December 31, 2001, 2000 (as restated) and1999 (as restated)

 

Consolidated Statements of CashFlows -Years Ended December 31, 2001, 2000 (as restated) and 1999 (as restated)

 

Notes to Consolidated FinancialStatements

 

The following consolidated financial statement schedule of MinutemanInternational, Inc. and subsidiaries are included in Item 14(d):

 

                Schedule       II--          Valuation and QualifyingAccounts                                                                                     14

 

All other schedules for which provision is made in the applicableaccounting regulation of the Securities and Exchange Commission are notrequired under the related instructions or are inapplicable, and therefore havebeen omitted.

 

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 

MINUTEMAN INTERNATIONAL, INC. ANDSUBSIDIARIES

 

 

 
|                                                  |   |             |    | **Additions**  |   | **Deductions**  |   |          |    |
|-------------------------------------------------------|--------|------------------|---------|----------------|--------|-----------------|--------|---------------|---------|
|                                                  |   |             |    |           |   |            |   |          |    |
|                                                  |   |             |    |           |   |            |   |          |    |
|                                                  |   | **Balance at**   |    | **Charged to** |   |            |   | **Balance**   |    |
|                                                  |   | **Beginning of** |    | **Costs and**  |   |            |   | **at End of** |    |
| **Description**                                       |   | **Period**       |    | **Expenses**   |   | **Describe(1)** |   | **Period**    |    |
| Year Ended December 31, 2001                          |   |             |    |           |   |            |   |          |    |
| Reserves and allowances deducted fromasset  accounts: |   |             |    |           |   |            |   |          |    |
| Allowance for uncollectible accounts                  |   | $                | 562,000 |           | $      | 379,000         |   | $             | 221,000 |   | $ | 720,000 |   |
|                                                  |   |             |    |           |   |            |   |          |    |
| Year Ended December 31, 2000                          |   |             |    |           |   |            |   |          |    |
| Reserves and allowances deducted fromasset  accounts: |   |             |    |           |   |            |   |          |    |
| Allowance for uncollectible accounts                  |   | 469,000          |    | 227,000        |   | 134,000         |   | 562,000       |    |
|                                                  |   |             |    |           |   |            |   |          |    |
| Year Ended December 31, 1999                          |   |             |    |           |   |            |   |          |    |
| Reserves and allowances deducted fromasset  accounts: |   |             |    |           |   |            |   |          |    |
| Allowance for uncollectible accounts                  |   | 721,000          |    | 91,000         |   | 343,000         | (2)    | 469,000       |    |
|                                                       |        |                  |         |                |        |                 |        |               |         |  |  |  |  |

 

 

Note 1 — Uncollectible accounts written off, net of recoveries.

 

Note 2 — Includes adjustment of $(121,000) to beginning balance ofPowerBoss.

 

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MINUTEMANINTERNATIONAL, INC.

 

EXHIBIT INDEX

 

(Pursuant to Item 601 ofRegulations S-K)

 

NO.               DESCRIPTION AND PAGE ORINCORPORATION REFERENCE

 

 

3(a)               Certificate of Incorporation (incorporated herein byreference to Exhibit 3 (a) of the Registrant’s Form S-18 RegistrationStatement, Registration Number 33-11858).

 

3(a)i              Amendments to the Articles of Incorporation (incorporatedherein by reference to Registrant’s Form 10-Q and Form 10-Q/A for the quarterended June 30, 2000).

 

3(b)               By-laws (incorporated herein by reference toRegistrant’s Form 10-Q and Form 10-Q/A for the quarter ended March 31, 2000).

 

4(a)               Specimen Certificate for Common Stock, no par value(incorporated herein by reference to Exhibit 4 of the Registrant’s For S-18Registration Statement, Registration Number 33-11858).

 

 

10(a)*           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).

 

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10(b)             Agreement dated as of February 9, 1987, with respect totrademark between the Company and Hako-Werke International GmbH (incorporatedherein by reference to Exhibit 10 (c) of the Registrant’s Form S-18Registration Statement, Registration Number 33-11858).

 

10(c)             Agreement dated March 1, 1994 with respect to worldwidedistribution/marketing and trademarks between the Company and Hako-WerkeInternational GmbH.  Incorporated hereinby reference to Exhibit 10 (f) at Page 18 of Form 10-K Annual Report for fiscalyear ended December 31, 1994.

 

10(d)*           Employment Agreement dated as of July 13, 2001, betweenthe company and Gregory J. Rau is incorporated herein by reference to Exhibit Aon Form 10-Q for the quarter ended June 30, 2001.

 

10(e)*           Minuteman International, Inc. 2000 Restricted Stock Planas previously filed as  Exhibit 4.1 onForm S-8, No. 333-36324 on May 4, 2000 is incorporated by reference.

 

11                  Statement re. computation of per shareearnings.  See Note B of the Notes toConsolidated Financial Statements on Page 15 of the Annual Report for the yearended December 31, 2001 (incorporated herein by reference).

 

13                  The Company’s Annual Report to Shareholders for theyear ended December 31, 2001, is incorporated herein by reference.

 

21                  Subsidiaries of the Registrant(included herein)

 

23                  Consent of Ernst & YoungLLP (included herein)

 

*  Indicates a management contract orcompensatory plan or arrangement required to be filed pursuant to Item 14(a) ofForm 10-K.

 

MinutemanInternational, Inc. will furnish any of the aforementioned exhibits indicatedabove to requesting security holders upon written request.

 

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