FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


(Mark One)
   (X)[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED:  JULYOCTOBER 31, 1998

                            OR

   ( )[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ___________________________

Commission file number: 0-3136


                             RAVEN INDUSTRIES, INC.
        - ------------------------------------------------------------------------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          SOUTH DAKOTA                                   46-0246171
- -------------------------------------------------          -------------------------------------------------------          ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation (I.R.S. Employer 
                or organization)                            Identification No.)

                               205 EAST 6TH STREET
                                  P.O. BOX 5107
                           SIOUX FALLS, SD 57117-5107
        - ------------------------------------------------------------------------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  605-336-2750
              - ------------------------------------------------------------------------------------------------------------------------------------
               Registrant's telephone number, including area code

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. 

                           Yes __X_____X___      No ___________

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

CLASS                                  OUTSTANDING AS OF SEPTEMBER 3,NOVEMBER 30, 1998
- ---------------------------------            ----------------------------------------------------------                ----------------------------------------

Common Stock                           4,713,8034,694,086 shares




                     RAVEN INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX


                                                                       PAGE NO.
                                                                       --------
PART I-FINANCIAL INFORMATION

Consolidated Balance Sheets as of JulyOctober 31, 1998,
  January 31, 1998 and JulyOctober 31, 1997                                    3

Consolidated Statements of Income for the three months and
  sixnine months ended JulyOctober 31, 1998 and 1997                              4

Consolidated Statements of Cash Flows for the
  sixnine months ended JulyOctober 31, 1998 and 1997                              5

Notes to Consolidated Financial Statements                                 6

Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                     7-9

PART II-OTHER INFORMATION                                                 10




                         PART I - FINANCIAL INFORMATION

                     RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

07/10/31/98 01/31/98 07/10/31/97 -------- -------- -------- ASSETS--------- --------- --------- ASSETS Cash and cash equivalents ........................................................................... $ 2,1292,932 $ 2,850 $ 2,6451,585 Accounts and notenotes receivable, less allowance for doubtful accounts of $407,$400, $390 and $345 .................. 20,066$352 ....................... 26,841 26,973 18,81623,926 Inventories: Materials ................................................. 19,493...................................................... 18,528 17,801 18,63718,870 In process ................................................ 6,604..................................................... 5,380 3,882 5,0135,107 Finished goods ............................................ 8,462................................................. 5,716 4,133 7,937 ------- ------- -------5,876 --------- --------- --------- Total inventories ..................................... 34,559.......................................... 29,624 25,816 31,58729,853 Deferred income taxes ................................................................................... 1,682 1,686 2,064 Prepaid expenses and other current assets ................... 216........................ 391 506 435 ------- ------- -------392 --------- --------- --------- Total current assets .................................. 58,652....................................... 61,470 57,831 55,547 ------- ------- -------57,820 --------- --------- --------- Property, plant and equipment ............................... 56,040.................................... 56,573 53,805 50,33951,731 Less: accumulated depreciation ............................ 36,092................................. 37,311 33,988 32,062 ------- ------- -------32,992 --------- --------- --------- Net property, plant and equipment ..................... 19,948.......................... 19,262 19,817 18,27718,739 Note receivable, less current portion ....................... 1,365............................ 1,418 1,259 0 Other assets, net ........................................... 3,482................................................ 3,338 3,683 5,728 ------- ------- -------5,709 --------- --------- --------- TOTAL ASSETS ................................................ $83,447 $82,590 $79,552 ======= ======= =======..................................................... $ 85,488 $ 82,590 $ 82,268 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable, bank .............................................. $ 0 $ 0 $ 1,000 Current portion of long-term debt ........................... 1,682................................ 1,645 1,765 7571,119 Accounts payable ............................................ 5,725................................................. 6,260 7,480 5,7896,156 Accrued liabilities and customer advances ................... 9,960........................ 11,129 10,130 10,352 ------- ------- -------10,797 --------- --------- --------- Total current liabilities ............................. 17,367.................................. 19,034 19,375 16,89819,072 Long-term debt, less current portion ........................ 4,584............................. 4,512 1,128 2,6102,216 Deferred income taxes ................................................................................... 524 524 736 Stockholders' equity Common stock, $1 par value, authorized shares: 100,000,000; issued: 5,214,406;5,214,989; 5,210,832 and 5,203,3955,210,686 shares ........ 5,214............. 5,215 5,211 5,2035,211 Paid in capital ........................................... 2,849................................................ 2,917 2,844 2,7582,773 Retained earnings ......................................... 58,217.............................................. 59,517 57,131 54,257 ------- ------- ------- 66,28055,170 --------- --------- --------- 67,649 65,186 62,21863,154 Less treasury stock, at cost: 471,203;521,403; 386,403 and 352,403 shares ................... 5,308........................ 6,231 3,623 2,910 ------- ------- ---------------- --------- --------- Total stockholders' equity ............................ 60,972................................. 61,418 61,563 59,308 ------- ------- -------60,244 --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................. $83,447 $82,590 $79,552 ======= ======= =======....................... $ 85,488 $ 82,590 $ 82,268 ========= ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. Page 3 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands except per-shareper share data)
FOR THE THREE FOR THE SIXNINE MONTHS ENDED MONTHS ENDED ---------------------- ---------------------- 07/-------------------------- -------------------------- 10/31/98 07/10/31/97 07/10/31/98 07/10/31/97 -------- -------- -------- ------------------ ---------- ---------- ---------- Net sales .......................................... $ 36,20844,787 $ 34,07541,321 $ 68,370113,157 $ 69,741111,062 Cost of goods sold .......... 30,175 28,000 56,918 56,839 -------- -------- -------- --------.............. 37,746 35,208 94,664 92,047 ---------- ---------- ---------- ---------- Gross profit .............. 6,033 6,075 11,452 12,902.................. 7,041 6,113 18,493 19,015 Operating expenses Selling ................... 2,030 2,018 4,111 3,954....................... 2,219 2,044 6,330 5,998 Administrative ............ 1,620 1,650 3,352 3,253 -------- -------- -------- --------................ 1,625 1,564 4,977 4,817 ---------- ---------- ---------- ---------- Operating income ....... 2,383 2,407 3,989 5,695........... 3,197 2,505 7,186 8,200 Interest expense ............ (144) (78) (228) (166)................ (127) (71) (355) (237) Other income, net ........... 102 147 180 281 -------- -------- -------- --------............... 132 114 312 395 ---------- ---------- ---------- ---------- Income before income taxes 2,341 2,476 3,941 5,810.... 3,202 2,548 7,143 8,358 Income taxes ................ 839 874 1,415 2,074 -------- -------- -------- --------.................... 1,149 907 2,564 2,981 ---------- ---------- ---------- ---------- Net income .................................... $ 1,5022,053 $ 1,6021,641 $ 2,5264,579 $ 3,736 ======== ======== ======== ========5,377 ========== ========== ========== ========== Net income per common share: Basic ................................. $ 0.310.44 $ 0.34 $ 0.96 $ 1.11 Diluted ................. $ 0.44 $ 0.33 $ 0.530.96 $ 0.77 Diluted ............ $ 0.31 $ 0.33 $ 0.52 $ 0.771.10 Cash dividends paid per share ... $ 0.1600.16 $ 0.1300.15 $ 0.3200.48 $ 0.0310.41
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. Page 4 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
FOR THE SIXNINE MONTHS ENDED --------------------- 07/-------------------------- 10/31/98 07/10/31/97 -------- ------------------ ---------- Cash flows from operating activities: Net income ............................................................................................. $ 2,5264,579 $ 3,7365,377 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization ................... 2,710 2,660............................ 4,045 3,944 Provision for losses on accounts receivable ..... 104 101.............. 111 157 Deferred income taxes ............................................................... 4 0 Equity in earnings of affiliate, net of dividends (100)........ 0 (175) Change in accounts receivable ................... 6,803 6,720............................ 21 1,554 Change in inventories ........................... (8,743) (6,462).................................... (3,808) (4,728) Change in other current assets .................. 290 (4)........................... 115 39 Change in operating liabilities ................. (1,925) (2,509).......................... (221) (1,697) Other ........................................... (103) (11) ------- -------.................................................... (156) (19) ---------- ---------- Net cash provided by operating activities ........... 1,666 4,131.................... 4,690 4,452 Cash flows from investing activities: Capital expenditures ................................ (2,680) (2,750)......................................... (3,225) (4,485) Other ............................................... 37 166 ------- -------........................................................ 76 255 ---------- ---------- Net cash used in investing activities ............... (2,643) (2,584)........................ (3,149) (4,230) Cash flows from financing activities: Issuance of short-term debt ........................................................... 4,000 2,000 Payment of short-term debt ............................................................. (4,000) (1,000) Issuance of long-term debt ............................................................. 5,000 0 Long-term debt principal payments ................... (1,627) (1,184)............................ (1,736) (1,214) Net proceeds from exercise of stock options ......... 8 100.................. 77 123 Dividends paid ...................................... (1,440) (1,257)............................................... (2,192) (1,985) Purchase of treasury stock .......................... (1,685) ------- -------................................... (2,608) 0 ---------- ---------- Net cash provided by (used in)used in financing activities . 256 (2,341) ------- -------........................ (1,459) (2,076) ---------- ---------- Net decreaseincrease (decrease) in cash and equivalents ................ (721) (794).............. 82 (1,854) Cash and cash equivalents at beginning of period ..................... 2,850 3,439 ------- ----------------- ---------- Cash and cash equivalents at end of period ................................. $ 2,1292,932 $ 2,645 ======= =======1,585 ========== ========== Cash paid during the period for: Interest ............................................................................................. $ 165330 $ 181253 Income taxes ..................................................................................... $ 1,5252,803 $ 2,6933,410
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. Page 5 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and six-monthnine-month periods ended JulyOctober 31, 1998 are not necessarily indicative of the results that may be expected for the year ending January 31, 1999. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended January 31, 1998. 2. Details of the earnings per share computation are presented below (dollars in thousands, except per share data):
FOR THE THREE FOR THE SIXNINE MONTHS ENDED MONTHS ENDED ------------------------- ------------------------- 07/------------------------------------------------------- 10/31/98 07/10/31/97 07/10/31/98 07/10/31/97 ---------- ---------- ---------- ---------- Net income ................................................. $ 1,5022,053 $ 1,6021,641 $ 2,5264,579 $ 3,7365,377 ========== ========== ========== ========== Average common shares outstanding 4,779,070 4,842,691 4,802,925 4,839,833.... 4,705,531 4,855,159 4,770,460 4,844,941 Dilutive impact of stock options 8,301 54,186 14,890 41,366..... 0 49,389 8,111 54,385 ---------- ---------- ---------- ---------- Average common and common equivalent shares outstanding . 4,787,371 4,896,877 4,817,815 4,881,199...... 4,705,531 4,904,548 4,778,571 4,899,326 ========== ========== ========== ========== Net income per share: Basic ............................................... $ 0.310.44 $ 0.34 $ 0.96 $ 1.11 Diluted ....................... $ 0.44 $ 0.33 $ 0.530.96 $ 0.77 Diluted .................... $ 0.31 $ 0.33 $ 0.52 $ 0.771.10
3. In May 1998, the company borrowed $5.0 million under a long-term unsecured note with Norwest Bank South Dakota, N.A. at 8.0 percent interest. Five $1.0 million principal payments are due under the note beginning in fiscal year 2000 and continue through fiscal year 2004. Page 6 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION At October 31, 1998, the company had $2.9 million in cash compared to $1.6 million as of October 31, 1997. Accounts and notes receivable were $26.8 million, up $2.9 million from October 31, 1997, primarily due to higher sales levels and the current portion of the note on the sale of Falcon Plastics. The company's cash balance was $2.1 million at Julycompany had no short-term borrowing on October 31, 1998, compared with $2.6to $1.0 million one year earlier. The company obtained additionalthe previous year. Long-term debt of $4.5 million as of October 31, 1998, was up from the $2.2 million at October 31, 1997. This debt position is due to the $5.0 million in long-term financing obtained by the company in the amountsecond quarter. During the third quarter, the company used $923,000 to repurchase 50,200 shares of $5.0its stock at an average price of $18.40 per share. This brings the total shares repurchased in fiscal 1999 to 135,000 at a total cost of $2.6 million. This was used to repay $4.0 million of short-term borrowing and provide funds for the potential repurchase of common shares. The company retains a $5.0 million conditional line of credit. The company repurchased 84,800 shares of its stock during the second quarter. The average purchase price was $19.87 per share for a total of $1.7 million. As of July 31, 1998, the company's long-term debt including the current portion was $6.3 million compared with $3.4 million one year earlier. Inventory levels increased $3.0 million from July 31, 1997, due primarily to later scheduled deliveries in the Sewn Products segment. The company's capital resources continue to be sufficient to fund all of its activities. RESULTS OF OPERATIONS Sales were $36.2$44.8 million for the quarter ended JulyOctober 31, 1998, which was an increase of $2.1$3.5 million over the secondthird quarter of the prior year. First halfThe nine months sales total of $68.4$113.2 million were $1.4was $2.1 million belowover the comparable period of the prior fiscallast year. Lower sales in both the Plastics segment and the Sewn Products segment contributed to this result. Net income of $1.5$2.1 million or $0.31$0.44 per share (basic)(diluted) in the secondthird quarter was $100,000 below$412,000 or $0.11 per share (diluted) above the secondthird quarter of fiscal 1998.1997. For the first sixnine months, net income of $2.5$4.6 million or $0.53$0.96 per share (basic)(diluted) was $1.2 million$798,000 or $0.24$0.14 per share lower than one year earlier. Operating income for(diluted) below the first six months was lower in each of the company's business segments.same period last year. Electronics segment sales ofwere $11.5 million infor the secondthird quarter, were $2.5 million more than the same period the priorwhich was even with last year. The secondthird quarter operating income for the Electronics segment was $1.0 million, more than double from$872,000, $558,000 below the comparable period last year. For the first sixnine months, sales totaled $23.2$34.7 million up 10 percent over last year.compared to $32.7 million for the same nine months of 1997. Operating income for the first half of the yearnine month period totaled $2.2$3.1 million, which was $247,00021 percent less than the first six months of fiscal 1998. Secondlast year's nine month total. The third quarter sales of $2.9 millionresults for flow control devices represented an increasewere down 8 percent from last year. This reflects the expectations of 4 percent over last year's second quarter. Despite this result, management expects that the weak agriculturalagriculture market maywill have an unfavorable impact on the sales of flow control devices.devices in the fourth quarter. Sales of contract electronics were up, anddown slightly for the margins generated showed a marked improvementthird quarter ended October 31, 1998, compared to the previous years third quarter. Feedmill automation sales for the third quarter were up over the first quarter of fiscal 1999. Highercomparable period last year, partially offsetting sales of feedmill automation systems, along with increased margins on this product line, have contributed heavily to this segment's performance.decreases in the other areas. Plastics segment sales of $16.8$19.2 million for the secondthird quarter were 1up by $2.1 million or 12 percent higher thanover third quarter of 1997. Third quarter operating income for the plastics segment was $1.6 million, up substantially from last year's level. The nine month sales total was 2 percent over last year's $52.5 million, while operating income for the same period last year. Salesincreased 56 percent to $3.2 million. For the nine months, sales of $33.3 million for the first six months were 4 percent lower than the first half of fiscal 1998. Continuing weak sales in the industrial market for plastic storage tanks were offsetcontinues to be weak. Sales of agricultural plastic tanks are slightly ahead of the nine month period last year. Damage done by ahurricanes and tropical storms in the southeastern United States led to sharply higher sales volume in engineered films and pickup toppers. Operating incomedemand for the second quarter was $1.1 million, up 10 percentour reinforced flexible Page 7 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) over last year. Forfilms, which are often used in the first six months, operating income was $1.6 million compared with $2.0 million for the same period last year.reconstruction process. Sales of its pickup truck toppers also experienced some improvement from recent levels. Sewn Products segment sales of $7.9$14.1 million for the third quarter were up $1.4 million or 11 percent over last year's third quarter. Segment year-to-date sales of $25.9 million were 6down $803,000 or 3 percent lower thanwhen compared to the $8.4 million recorded in the second quarternine month total of last year. Segment sales totaled $11.8 million in the first half of the year, down 16 percent from the six month results of fiscal 1998. Major customers have scheduled later deliveries this year, causing the lower sales.1997. Operating income of $293,000 for the second quarter was 68 percent lower than the same period last year. The first six months generated operating income of $121,000, 90 percent below the first half of last year. The second quarter saw the recovery of the operating loss posted in the first quarter. Lower margins on deliveries of garments, inflatable display products and hot air balloons have compounded the results. Historical deliveries of Sewn Products are low during the first half of the year, therefore, management expects to see an improvement in the next six months. Consolidated gross profits were 1 percent lowersegment was $761,000 for the second quarter and 11 percent lower$882,000 for the first halfnine months, down 24 percent and 61 percent respectively when compared withto the same periods last year. SecondCompetitive pressures have pushed down the margins on sales to catalog and other contract customers which account for approximately 76 percent of the sales for the segment. Changeovers in design have contributed to an additional temporary decline in manufacturing efficiency. Consolidated gross profits, when compared to the same time periods last year, were up 15 percent for the quarter net income of $1.5 million was 6and down 3 percent below last year's second quarter. Year-to-date net income of $2.5 million was 32 percent lowerfor the last year's first half. Thesenine months ended October 31, 1998. The favorable results for the third quarter were due to improved margins in the Plastics segment. When compared to last year, selling and administrative expenses were 7 percent more during the third quarter and 5 percent higher for the first nine months. The higher numbers primarily to the delivery of lower margin productsreflect increases in selling expenses. These increases were caused by higher design expense and commissions paid in the Sewn Products and Plastics segments. Selling expensessegment, due to the product mix delivered. There was 2 percent higher for the second quarter than for the same period the previous year. For the first half of the year, selling expenses were 5 percent higher than the previous year's first half. This reflectsalso an increased emphasis on securing new markets in the Electronics and Plastics segments. Administrative expenses were approximately the same when compared to last year's figures. Pretax income of $2.3was $3.2 million for the secondthird quarter, which compares to $2.5 million for the third quarter of 1997, an increase of 26 percent. Pretax income for the nine months ended October 31, 1998, of $7.1 million was 515 percent less thanbelow the same period the previous year. The pretax income for the first six months was $3.9 million, 32 percent lower than last year. YEAR 2000 STATEMENT The company is working to resolve the potential impact of the year 2000 date problem. This date problem occurs when computer programs that use a two-digit year designation recognize "00" as the year 1900. The company has completed its assessment of the internal operating software used to run its business and is mid-way into the process required to correct any of the defects found. Internally, the Companycompany is in the process of analyzing twothree additional areas which are: computerized production equipment, and computerized building equipment.equipment and products the company sells containing chips and/or software. Externally, the company is working with its vendors and its customers to insure that there is no break in the delivery process either with incoming or outgoing shipments. Even though the company has not completed all of its assessments, management believes that the costs of addressing this issue will not have a material adverse impact on the company's financial position. This assessmentjudgment is supported by two factors. First, the diversification of the company mitigates the impact of any significant business risk. Second, the company obtains a wide variety of raw material from numerous sources, and alternative sources of Page 8 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) two factors. First, the diversification of the company mitigates the impact of any business risk. Second, the company obtains a wide variety of raw materials from numerous sources, and alternative sources of supply are generally available. However, if the company and the third parties upon which it relies are unable to address this issue in a timely manner, it could result in a material adverse risk to the company. SAFE HARBOR STATEMENT THIS REPORTRELEASE CONTAINS DISCUSSIONS OF ITEMS WHICH MAY CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF FEDERAL SECURITIES LAWS. ALTHOUGH RAVEN INDUSTRIES BELIEVES THAT EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCES THAT ITS EXPECTATIONS WILL BE ACHIEVED. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM EXPECTATIONS INCLUDE GENERAL ECONOMIC CONDITIONS, WEATHER CONDITIONS WHICH COULD AFFECT CERTAIN OF THE COMPANY'S PRIMARY MARKETS SUCH AS THE PRESENTLY UNCERTAIN AGRICULTURAL MARKET OR ITS MARKET FOR OUTERWEAR, OR CHANGES IN COMPETITION WHICH COULD IMPACT ANY OF THE COMPANY'S PRODUCT LINES. Page 9 PART II-OTHER INFORMATION Item 1. Legal Proceedings: None Item 2. Changes in Securities: None Item 3. Defaults upon Senior Securities: None Item 4. Submission of Matters to a Vote of Security Holders: None.None Item 5. Other Information: None Item 6. (a) Exhibits Filed: Exh. 27-Financial Data schedule (for SEC only). (b) Reports on Form 8-K: None (c) Exh. 10.1-Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of August 1, 1998. 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. RAVEN INDUSTRIES, INC. /s/ Thomas Iacarella ------------------------------------------------------------------------- Thomas Iacarella Vice President, Finance, Secretary and Treasurer (Principal Financial and Accounting Officer) DATE: SEPTEMBER 9,DECEMBER 10, 1998 Page 10