SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2002 Commission File No. 0-2504 MINE SAFETY APPLIANCES COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 25-0668780 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 121 Gamma Drive RIDC Industrial Park O'Hara Township Pittsburgh, Pennsylvania 15238 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 412/967-3000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of July 31, 2002, there were outstanding 12,190,978 shares of common stock without par value, not including 1,410,273 shares held by the Mine Safety Appliances Company Stock Compensation Trust.
PART I FINANCIAL INFORMATION MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED BALANCE SHEET (Thousands of dollars, except share data) June 30 December 31 2002 2001 Unaudited ASSETS Current assets Cash $ 17,430 $ 22,842 Temporary investments, at cost which approximates market 3,266 3,859 Trade receivables, less allowance for doubtful accounts $3,305 and $2,956 66,885 50,704 Other receivables 31,793 38,325 Inventories: Finished products 36,488 30,375 Work in process 16,054 12,099 Raw materials and supplies 39,858 35,400 --------- --------- Total inventories 92,400 77,874 Deferred tax assets 13,978 12,944 Prepaid expenses and other current assets 12,850 10,449 --------- --------- Total current assets 238,602 216,997 Property, plant and equipment 410,086 387,789 Accumulated depreciation (250,650) (236,128) --------- --------- Net property 159,436 151,661 Prepaid pension cost 101,280 92,437 Deferred tax assets 13,513 12,694 Goodwill 42,519 33,722 Other noncurrent assets 13,937 13,187 --------- --------- TOTAL $ 569,287 $ 520,698 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable and current portion of long-term debt $ 9,230 $ 6,484 Accounts payable 35,680 24,751 Employees' compensation 14,818 14,368 Insurance 7,147 9,267 Taxes on income 3,928 4,812 Other current liabilities 30,685 22,818 --------- --------- Total current liabilities 101,488 82,500 --------- --------- Long-term debt 69,819 67,381 Pensions and other employee benefits 58,951 55,428 Deferred tax liabilities 60,430 56,053 Other noncurrent liabilities 5,291 5,832 Shareholders' equity Preferred stock, 4-1/2% cumulative - authorized 100,000 shares of $50 par value; issued 71,373 shares, callable at $52.50 per share 3,569 3,569 Second cumulative preferred voting stock - authorized 1,000,000 shares of $10 par value; none issued Common stock - authorized 60,000,000 shares of no par value; issued 20,580,109 and 20,483,051 (outstanding 12,192,007 and 12,100,727) 27,891 25,386 Stock compensation trust - 1,410,273 and 1,415,373 shares (22,099) (22,179) Less treasury shares, at cost: Preferred - 50,313 and 50,313 shares (1,629) (1,629) Common - 6,977,829 and 6,966,951 shares (132,780) (132,352) Deferred stock compensation (1,177) (652) Accumulated other comprehensive loss (21,723) (26,216) Earnings retained in the business 421,256 407,577 --------- --------- Total shareholders' equity 273,308 253,504 --------- --------- TOTALS $ 569,287 $ 520,698 ========= ========= See notes to consolidated condensed financial statements
MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED STATEMENT OF INCOME (Thousands of dollars, except earnings per share) Three Months Ended Six Months Ended June 30 June 30 Unaudited Unaudited 2002 2001 2002 2001 Net sales $ 150,719 $ 134,781 $ 284,804 $ 268,376 Other income 2,312 72 2,175 493 --------- --------- --------- --------- 153,031 134,853 286,979 268,869 --------- --------- --------- --------- Costs and expenses Cost of products sold 94,719 82,917 176,131 163,445 Selling, general and administrative 37,026 32,211 68,127 65,006 Depreciation and amortization 6,298 6,501 12,313 12,867 Interest 1,397 1,403 2,725 3,030 Currency exchange (gains) losses (1,075) 387 (552) 385 --------- --------- --------- --------- 138,365 123,419 258,744 244,733 --------- --------- --------- --------- Income before income taxes 14,666 11,434 28,235 24,136 Provision for income taxes 5,182 4,460 10,767 9,315 --------- --------- --------- --------- Net income $ 9,484 $ 6,974 $ 17,468 $ 14,821 ========= ========= ========= ========= Basic earnings per common share $ 0.78 $ 0.59 $ 1.44 $ 1.25 ========= ========= ========= ========= Diluted earnings per common share $ 0.77 $ 0.58 $ 1.42 $ 1.24 ========= ========= ========= ========= Dividends per common share $ 0.17 $ 0.14 $ 0.31 $ 0.26 ========= ========= ========= ========= See notes to consolidated condensed financial statements
MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Thousands of dollars) Six Months Ended June 30 Unaudited 2002 2001 OPERATING ACTIVITIES Net income $ 17,468 $ 14,821 Depreciation and amortization 12,313 12,867 Pensions (7,466) (8,750) Net gain on sale of investments and assets (32) (653) Deferred income taxes 2,751 4,260 Changes in operating assets and liabilities (3,805) (13,612) Other 1,096 708 --------- --------- Cash flow from operating activities 22,325 9,641 INVESTING ACTIVITIES Property additions (12,114) (11,448) Property disposals 135 1,581 Acquisitions, net of cash acquired, and other investing (14,037) (7,301) --------- --------- Cash flow from investing activities (26,016) (17,168) FINANCING ACTIVITIES Changes in notes payable and short-term debt 818 3,652 Additions to long-term debt 37 6 Reductions of long-term debt (1,523) (471) Cash dividends (3,789) (3,100) Company stock purchases (427) (1,375) Company stock sales 1,984 1,392 --------- --------- Cash flow from financing activities (2,900) 104 Effect of exchange rate changes on cash 586 (1,163) --------- --------- Decrease in cash and cash equivalents (6,005) (8,586) Beginning cash and cash equivalents 26,701 26,541 --------- --------- Ending cash and cash equivalents $ 20,696 $ 17,955 ========= ========= See notes to consolidated condensed financial statements
MINE SAFETY APPLIANCES COMPANY NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (1) The Management's Discussion and Analysis of Financial Condition and Results of Operations which follows these notes contains additional information on the results of operations and the financial position of the company. Those comments should be read in conjunction with these notes. The company's annual report on Form 10-K for the year ended December 31, 2001 includes additional information about the company, its operations, and its financial position, and should be read in conjunction with this quarterly report on Form 10-Q. (2) The results for the interim periods are not necessarily indicative of the results to be expected for the full year. (3) Certain prior year amounts have been reclassified to conform with the current year presentation. (4) In the opinion of management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of these interim periods have been included. (5) Basic earnings per share is computed on the weighted average number of shares outstanding during the period. Diluted earnings per share includes the effect of the weighted average stock options outstanding during the period, using the treasury stock method. Antidilutive options are not considered in computing diluted earnings per share. Three Months Ended Six Months Ended June 30 June 30 2002 2001 2002 2001 ( In thousands) ( In thousands) Net income $ 9,484 $ 6,974 $ 17,468 $ 14,821 Preferred stock dividends declared 12 12 24 24 ------------ ------------ ------------ ------------ Income available to common shareholders 9,472 6,962 17,444 14,797 ------------ ------------ ------------ ------------ Basic shares outstanding 12,174 11,841 12,142 11,838 Stock options 157 165 150 128 ------------ ------------ ------------ ------------ Diluted shares outstanding 12,331 12,006 12,292 11,966 ------------ ------------ ------------ ------------ Antidilutive stock options 10 8 10 8 ------------ ------------ ------------ ------------ (6) Comprehensive income was $15,001,000 and $21,961,000 for the three and six months ended June 30, 2002, respectively, and $5,811,000 and $11,792,000 for the three and six months ended June 30, 2001, respectively. Comprehensive income includes net income and changes in accumulated other comprehensive income, primarily cumulative translation adjustments, for the period. (7) The company is organized into three geographic operating segments (North America, Europe and Other International), each of which includes a number of operating companies. Reportable segment information is presented in the following table: North Other Consolidated (In Thousands) America Europe International Reconciling totals Three Months Ended June 30, 2002 Sales to external customers $102,759 $29,206 $18,729 $ 25 $150,719 Intercompany sales 4,966 8,695 587 (14,248) Net income 7,516 982 710 276 9,484 Six Months Ended June 30, 2002 Sales to external customers 198,266 51,777 34,724 37 284,804 Intercompany sales 10,092 15,949 1,090 (27,131) Net income 15,102 969 1,214 183 17,468 Three Months Ended June 30, 2001 Sales to external customers 93,604 22,351 18,794 32 134,781 Intercompany sales 4,587 5,447 630 (10,664) Net income (loss) 5,939 (45) 1,024 56 6,974 Six Months Ended June 30, 2001 Sales to external customers 184,301 47,417 36,602 56 268,376 Intercompany sales 9,325 10,533 961 (20,819) Net income 12,488 519 1,767 47 14,821 Reconciling items consist primarily of intercompany eliminations and items reported at the corporate level.
(8) At June 30, 2002, accounts receivable of $63.9 million were owned by Mine Safety Funding Corporation, an unconsolidated wholly-owned bankruptcy-remote subsidiary of the company. The company held a subordinated interest in these receivables of $32.8 million, of which $31.8 million is classified as other receivables. Net proceeds to the company from the securitization arrangement were $30.0 million at June 30, 2002. At December 31, 2001, accounts receivable of $65.0 million were owned by Mine Safety Funding Corporation. The company held a subordinated interest in these receivables of $39.3 million, of which $38.3 million is classified as other receivables. Net proceeds to the company from the securitization arrangement were $25.0 million at December 31, 2001. The key economic assumptions used to measure the retained interest at June 30, 2002 were a discount rate of 4% and an estimated life of 2.4 months. At June 30, 2002, an adverse change in the discount rate or estimated life of 10% and 20% would reduce the fair value of the retained interest by $53,000 and $106,000, respectively. The effect of hypothetical changes in fair value based on variations in assumptions should be used with caution and generally cannot be extrapolated. Additionally, the effect on the fair value of the retained interest of changing a particular assumption has been calculated without changing other assumptions. In reality, a change in one factor may result in changes in others. (9) During the second quarter, the company acquired CGF Gallet based in Lyon, France for $15.0 million. The acquisition has been recorded in accordance with FAS 141, Business Combinations, which requires the purchase method of accounting and establishes specific criteria for recognition of intangible assets other than goodwill. Preliminary estimates indicate goodwill associated with the acquisition will be approximately $8.5 million. The final allocation of the purchase price is expected to be completed by December 31, 2002. Gallet is the leading European manufacturer of protective helmets for the fire service, as well as head protection for the police and military. This acquisition complements MSA's strong existing line of fire service products and provides the opportunity to capitalize on opportunities where Gallet is strong - such as in the law enforcement, military and aviation markets. Gallet is being integrated into the company's operations and its products will be marketed under the MSA Gallet name. Gallet's results of operations for May and June 2002 are included in the consolidated financial statements. The following unaudited pro forma summary presents information as if Gallet had been acquired January 1, 2001: Three Months Ended Six Months Ended June 30 June 30 ------------------------------ ---------------------------- (In thousands, except EPS) 2002 2001 2002 2001 ---- ---- ---- ---- Net sales $154,198 $140,468 $298,630 $279,751 Net income 9,637 7,134 18,444 15,140 Basic earnings per share 0.79 0.60 1.52 1.28 (10) Effective January 1, 2002, the company adopted the non-amortization provisions of FAS No. 142, Goodwill and Other Intangible Assets. Under this standard, goodwill and intangible assets with indefinite lives are not amortized, but are subject to impairment tests that must be performed at least annually. If goodwill amortization had been discontinued January 1, 2001, net income for the year ended December 31, 2001, would have increased by $1.4 million, or eleven cents per share. The transitional impairment tests on goodwill as of January 1, 2002 have been completed and did not indicate that an impairment write-down should be recorded. The effects of adopting the non-amortization provisions on net income and basic earnings per share for the three and six months ended June 30, 2002 and 2001 were as follows: In thousands Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ Net Income Basic EPS Net Income Basic EPS ---------- --------- ---------- --------- 2002 2001 2002 2001 2002 2001 2002 2001 ---- ---- ---- ---- ---- ---- ---- ---- Reported net income $ 9,484 $ 6,974 $ 0.78 $ 0.59 $ 17,468 $ 14,821 $ 1.44 $ 1.25 Goodwill amortization 344 0.03 681 0.06 ------------------ ---------------- -------------------- ------------------ Adjusted net income $ 9,484 $ 7,318 $ 0.78 $ 0.62 $ 17,468 $ 15,502 $ 1.44 $ 1.31 ================== ================ ==================== ================== Intangible assets include non-compete agreements that will be fully amortized in 2003 and patents that will be fully amortized in 2005. These items are included in other noncurrent assets. At June 30, 2002, intangible assets totaled $304,000, net of accumulated amortization of $2.7 million. Intangible asset amortization expense is expected to be approximately $355,000 in 2002, $115,000 in 2003, and $55,000 in 2004. Changes in goodwill and intangible assets, net of accumulated amortization, during the six months ended June 30, 2002 were as follows: (In thousands) Goodwill Intangibles -------- ----------- Net balances at December 31, 2001 $ 33,722 $ 526 Additions to goodwill 8,782 Amortization expense (222) Translation 15 -------- ----------- Net balances at June 30, 2002 $ 42,519 $ 304 ======== =========== Gallet intangible assets other than goodwill, if any, will be identified by December 31,2002 and reported separately. (11) FAS No. 143, Accounting for Asset Retirement Obligations, addresses accounting for obligations associated with the retirement of tangible long-lived assets. The company will adopt FAS No. 143 effective January 1, 2003 and does not expect that the adoption of this statement will have a significant effect on its results of operations or financial position. FAS 146, Accounting for Costs Associated with Exit or Disposal Activities, requires that costs associated with exit or
disposal activities be recognized when the liability is incurred rather than at the date of commitment to an exit or disposal plan. The provisions of FAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. Early adoption is encouraged. The company does not expect that the adoption of this statement will have a significant effect on its results of operations or financial position
MANAGEMENT'S DISCUSSION AND ANALYSIS Forward-looking statements Certain statements contained in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from expectations contained in such statements. Factors that may materially affect financial condition and future results include: global economic conditions; the threat of terrorism and its potential consequences; the timely and successful introduction of new products; timely and successful integration of acquisitions; the availability of funding in the fire service and homeland security markets; the ability of third party suppliers to provide key materials and components; market conditions affecting specialty chemical customers; liquidity; and interest and currency exchange rates. Corporate Initiatives During the second quarter of 2002, MSA acquired CGF Gallet, the leading European manufacturer of protective helmets for the fire service, as well as head protection for the police and military. This acquisition complements MSA's strong existing line of fire service products, and provides the opportunity to capitalize on emerging opportunities where Gallet is strong - such as in the law enforcement, military, and aviation markets. Gallet is being integrated into the company's operations and its products are being marketed under the MSA Gallet name. Results of operations Three months ended June 30, 2002 and 2001 Sales for the second quarter of 2002 were $150.7 million, an increase of $15.9 million, or 12%, from $134.8 million in the second quarter of 2001. Second quarter 2002 sales for North American operations of $102.8 million were $9.2 million, or 10%, higher than in the second quarter of last year. Shipments of respiratory protection products, including gas masks, respirators, and self-contained breathing apparatus, were significantly higher in 2002, reflecting continued strong product interest and demand in the homeland security and fire service markets. These sales gains were partially offset by somewhat lower sales of both portable and permanent instruments, primarily due to continuing sluggishness in industrial markets and capital spending. U.S.
exports of safety products were disappointing, affected by economic disturbances in key export country markets and, until recently, the strong U.S. dollar. Specialty chemical sales improved during the current quarter. In Europe, second quarter 2002 sales of $29.2 million were $6.9 million, or 31% higher than in second quarter 2001. The increase reflects higher local currency sales in continuing operations and the addition of Gallet following its acquisition. When stated in U.S. dollars, European sales were also favorably affected by currency exchange rate movements. Second quarter 2002 local currency sales for Other International operations were approximately 6% higher than in second quarter 2001 on strong shipments in South Africa. When stated in U.S. dollars, however, sales of Other International operations were flat, reflecting the strengthening of the U.S. dollar against African and South American currencies. Gross profit for the second quarter of 2002 was $56.0 million, an increase of $4.1 million, or 8%, from $51.9 million in second quarter 2001. The ratio of gross profit to sales was 37.2% in the second quarter of 2002 compared to 38.5% in the corresponding quarter last year. The lower gross profit percentage is primarily due to product mix changes. Selling, general and administration costs in the second quarter of 2002 were $37.0 million, an increase of $4.8 million, or 15%, compared to $32.2 million in second quarter 2001. The increase includes higher expenses in the U.S., post-acquisition expenses of Gallet, and the currency translation effects of the stronger Euro. Depreciation and amortization expense in second quarter 2002 was $6.3 million, a decrease of $200,000, or 3%, from $6.5 million in the corresponding quarter last year. The decrease includes the effect of discontinuing goodwill amortization in 2002 as prescribed by FAS No. 142. Goodwill amortization expense was $564,000 in the second quarter of 2001. The decrease in goodwill amortization expense was partially offset by the additional depreciation for Gallet assets, the translation effect of the stronger Euro, and regular asset acquisitions. Interest expense was $1.4 million in second quarters of both 2002 and 2001. Currency exchange gains were $1.1 million in second quarter 2002 compared to losses of $387,000 in the second quarter of last year. The current quarter gain relates primarily to the strengthening of Euro and Canadian dollar-denominated assets, partially offset by continued devaluation of the Argentine Peso. Other income was $2.3 million in the second quarter of 2002 compared to $72,000 for second quarter 2001. Other income in second quarter 2002 included a gain of $2.1 million on the sale of real estate development property in Pittsburgh.
Income before income taxes was $14.7 million for second quarter 2002 compared to $11.4 million in second quarter 2001, an increase of $3.2 million, or 28%. The effective income tax rate for the second quarter of 2002 was 35.3% compared to 39.0% in second quarter 2001. The lower rate in 2002 relates to proportionately higher income in lower tax rate countries and permanent differences. Net income in the second quarter of 2002 was $9.5 million, or 78 cents per basic share, compared to $7.0 million, or 59 cents per basic share, in the second quarter last year. Six months ended June 30, 2002 and 2001 Sales for the six months ended June 30, 2002 were $284.8 million, an increase of $16.4 million, or 6%, from $268.4 million last year. North American sales for the six months ended June 30, 2002 of $198.3 million were $14.0 million, or 8% higher than the same period last year. Higher shipments of gas masks and respirators to military and homeland security markets accounted for a significant portion of the improvement. Portable and permanent instrument sales were lower than in the same period last year, reflecting sluggishness in industrial markets. Sales of specialty chemicals were lower than in the first six months of 2001, primarily due to unusually strong shipments to pharmaceutical customers early in 2001. Sales in Europe for the six months ended June 30, 2002 of $51.8 million were $4.4 million, or 9% , higher than the same period in 2001. The increase reflects local currency sales growth and the addition of Gallet sales, following its acquisition during the second quarter. Local currency sales of Other International operations for the first six months of 2002 were approximately 5% higher than in the same period last year, with improvement primarily in South Africa and Brazil. When stated in U.S. dollars, however, Other International sales for the six months ended June 30, 2002 of $34.7 million were $1.9 million, or 5%, lower than last year due to currency exchange rate movements. Gross profit for the six months ended June 30, 2002 was $108.7 million, an increase of $3.8 million, or 4%, from $104.9 million in the first six months of 2001. The ratio of gross profit to sales was 38.2% in the six months ended June 30, 2002 compared to 39.1% in the corresponding period last year. The lower gross profit percentage is primarily due to sales mix changes. Selling, general and administration costs in the six months ended June 30, 2002 were $68.1 million, an increase of $3.1 million, or 5%, from $65.0 million in the same period
last year. The increase includes higher expenses in the U.S., the post-acquisition expenses of Gallet, and the currency translation effects of the stronger Euro. Depreciation and amortization expense was $12.3 million in the six months ended June 30, 2002, a decrease of $554,000, or 4%, from $12.9 million in the same period last year. The decrease is primarily due to the effect of discontinuing goodwill amortization in 2002 as prescribed by FAS No. 142. Goodwill amortization expense was $1.1 million for the six months ended June 30, 2001. The decrease in goodwill amortization expense was partially offset by the additional depreciation for Gallet assets, the translation effect of the stronger Euro, and regular asset acquisitions. Interest expense for the six months ended June 30, 2002 was $2.7 million, a decrease of $305,000, or 10%, from $3.0 million in the same period last year. Lower interest expense in 2002 reflects a $5 million reduction in notes payable during December 2001 and lower average short-term borrowings. Currency exchange gains were $552,000 in the six months ended June 30, 2002 compared to losses of $385,000 in the same period last year. The current year gain relates primarily to the strengthening of Euro and Canadian dollar-denominated assets, partially offset by continued devaluation of the Argentine Peso. Other income was $2.2 million for the six months ended June 30, 2002 compared to $493,000 in the first half of 2001. Other income in the first half of 2002 included a gain of $2.1 million on the sale of real estate development property in Pittsburgh. Income before income taxes was $28.2 million for the six months ended June 30, 2002 compared to $24.1 million in the first six months of 2001, an increase of $4.1 million, or 17%. The effective income tax rate for the six months ended June 30, 2002 was 38.1% compared to 38.6% in the same period last year. The lower effective rate in 2002 relates to proportionately higher income in lower tax rate countries and differences in permanent items. Net income in the six months ended June 30, 2002 was $17.5 million, or $1.44 per basic share, compared to $14.8 million, or $1.25 per basic share, in the first six months of 2001. Liquidity and Financial Condition Cash and cash equivalents decreased $6.0 million during the six months ended June 30, 2002 compared with a decrease of $8.6 million in the same period of 2001. Operating activities provided $22.3 million of cash in the six months ended June 30, 2002 compared to providing $9.6 million in the first half of last year. The improvement
reflects higher operating income and more favorable adjustments for non-cash income and expenses. Cash used for increases in net operating assets was also lower during the current year. Cash of $26.0 million was used for investing activities in the first half of 2002 compared with the use of $17.2 million in the same period last year. The increased use of cash for investing activities in 2002 was primarily related to the Gallet acquisition. The 2001 amounts include cash used for the acquisition of Surety Manufacturing and Testing, Ltd. and the cash proceeds from the sale of a safety products distribution business in Sweden. Financing activities used $2.9 million in the first half of 2002 and provided $104,000 in the same period last year. Higher cash provided by financing activities in 2001 related primarily to short term borrowings. Available credit facilities and internal cash resources are considered adequate to provide for future operations, capital requirements, and dividends to shareholders. Financial Instrument Market Risk There have been no material changes in the company's financial instrument market risk during the first six months of 2002. For additional information, refer to page 19 of the company's Annual Report to Shareholders for the year ended December 31, 2001. Recently Issued Accounting Standards FAS 143, Accounting for Asset Retirement Obligations, effective January 1, 2003, addresses accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets. The company does not expect that the adoption of this statement will have a significant effect on its results or financial position. FAS 146, Accounting for Costs Associated with Exit or Disposal Activities, requires that costs associated with exit or disposal activities be recognized when the liability is incurred rather than at the date of commitment to an exit or disposal plan. The provisions of FAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. Early adoption is encouraged. The company does not expect that the adoption of this statement will have a significant effect on its results of operations or financial position.
PART II OTHER INFORMATION MINE SAFETY APPLIANCES COMPANY Item 1. Legal Proceedings Not Applicable Item 4. Submission of Matters to a Vote of Security Holders (a) May 7, 2002 - Annual Meeting (b) Directors elected at Annual Meeting: Joseph L. Calihan L. Edward Shaw, Jr. Thomas H. Witmer Directors whose term of office continued after the meeting: Calvin A. Campbell, Jr. Thomas B. Hotopp James A. Cederna John T. Ryan III John C. Unkovic (c) Election of three Directors for a term of three years: Joseph L. Calihan For 11,769,507 Withhold 10,523 Abstentions/ 0 Broker Nonvotes L. Edward Shaw, Jr. For 11,769,687 Withhold 10,343 Abstentions/ 0 Broker Nonvotes Thomas H. Witmer For 11,764,495 Withhold 15,535 Abstentions/ 0 Broker Nonvotes Selection of PricewaterhouseCoopers LLP as independent accountants for the year ending December 31, 2002. For 11,755,484 Against 24,521 Abstentions/ 25 Broker Nonvotes (d) Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MINE SAFETY APPLIANCES COMPANY Date: August 13, 2002 By /S/ Dennis L. Zeitler Dennis L. Zeitler Chief Financial Officer