FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
X Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 1995
___ Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From ___________ To __________
Commission File Number 1-5502
ZURN INDUSTRIES, INC.
IRS Employer
State of Address and Identification
Incorporation Telephone Number Number
Pennsylvania One Zurn Place 25-1040754
Erie, Pennsylvania 16505
814-452-2111
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 ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
August 2, 1995 -- Common Stock, $.50 Par Value -- 12,340,648
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PART I - FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL POSITION
(Thousands)
June 30, March 31,
1995 1995
Assets
Current assets
Cash and equivalents $ 11,282 $ 6,360
Marketable securities 41,941 48,478
Accounts receivable 115,420 115,373
Inventories
Finished products 49,665 47,608
Work in process 12,291 12,751
Raw materials and supplies 15,292 15,577
Contracts in process 11,712 8,328
88,960 84,264
Income taxes 35,024 38,751
Other current assets 7,561 5,153
Total current assets 300,188 298,379
Property, plant, and equipment 146,157 143,606
Less allowances for depreciation
and amortization 89,630 87,444
56,527 56,162
Investments 35,499 35,447
Other assets 25,181 24,708
$417,395 $414,696
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 40,070 $ 49,758
Other current liabilities 101,477 93,086
Total current liabilities 141,547 142,844
Long-term obligations 9,089 9,525
Retirement obligations 43,720 43,397
Shareholders' equity
Common stock 6,285 6,285
Other shareholders' equity 216,754 212,645
223,039 218,930
$417,395 $414,696
See notes to consolidated financial statements.
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CONSOLIDATED OPERATIONS
(Thousands Except Per Share Amounts)
Three Months Ended
June 30
1995 1994
Net sales $122,335 $114,385
Cost of sales 91,207 90,492
Marketing and administration 23,893 21,668
Interest income (885) (1,172)
Interest expense 1,134 978
Other income (633) (525)
Income before income taxes 7,619 2,944
Income taxes 2,970 1,000
Net income $ 4,649 $ 1,944
Earnings per share $.38 $.16
Average shares outstanding 12,347 12,409
Cash dividends declared
per common share $.10 $.22
See notes to consolidated financial statements.
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CONSOLIDATED CASH FLOWS
(Thousands)
Three Months Ended
June 30
1994 1993
Operations
Net income $ 4,649 $ 1,944
Operating assets and liabilities (3,829) (10,142)
Depreciation and amortization 2,385 2,424
Miscellaneous (13) (132)
3,192 (5,906)
Investing
Marketable securities 6,715 10,389
Capital expenditures (2,920) (2,322)
Long-term investments 1,285 758
Sales of operations 151 71
Miscellaneous 68 204
5,299 9,100
Financing
Dividends paid (2,716) (2,732)
Debt payments (853) (621)
Stock options exercised 33
(3,569) (3,320)
Cash and equivalents
Increase (decrease) 4,922 (126)
Beginning of year 6,360 4,137
End of period $11,282 $ 4,011
See notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the results for the interim
periods presented. The results of operations for the three months ended
June 30, 1995 are not necessarily indicative of the results to be expected for
the full year.
Earnings per share are based on net income and the average shares of common
stock and dilutive stock options outstanding during the period.
The appeal of a jury verdict against the Company in connection with a power
plant construction contract is being aggressively pursued; however, if all
issues are lost, charges in addition to the fiscal 1994 provision could reach
$22.1 million, including interest on the unrecorded contingency which is not
being accrued.
At June 30, 1995, $8.8 million of letters of credit were outstanding under the
$75 million commitment from a group of banks for letters of credit and
revolving credit loans.
In the normal course of business, financial and performance guarantees are
made in connection with major engineering and construction contracts and a
liability is recognized when a probable loss occurs. Also, there are various
claims, legal, and environmental proceedings which management believes will
have no material effect on the Company's financial position or results of
operations when they are resolved.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
Liquid assets at June 30, 1995 were invested to a greater extent in shorter-
term debt instruments classified as cash equivalents rather than as marketable
securities. Almost half the increase in contracts in progress and the
increase in other current liabilities, which includes advance billings on
contracts in progress, were associated with Power Systems segment activities.
The litigation disclosed in the notes to consolidated financial statements is
not expected to have a future material effect on the Company's financial
position; however, if all issues are lost on appeal, the resulting cash
expenditure, net of the ensuing income tax payment reductions, could be more
than $34 million.
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Results of Operations
Sales by the Company's industry segments were as set forth below.
Three Months Ended June 30
1995 1994
(Thousands)
Power Systems $ 34,320 $ 36,510
Water Control 59,790 61,108
Lynx Golf 17,665 7,322
Mechanical Power Transmission 10,194 9,275
Others 366 170
$122,335 $114,385
Water Control segment sales declined, despite a 15% increase in sales of
plumbing products, as a result of lower revenues from water resource
construction projects due to delays in starting work on recently awarded
contracts. The Lynx Golf sales increase is attributable to the new irons
introduced in January 1995.
The greater gross profit margin percentage resulted from higher plumbing
products prices and cost benefits derived from increased Lynx Golf volumes.
The gross profit margin contributed by the Power Systems segment continued to
be adversely impacted by the nonrecognition of profit on a power plant project
which contributed 54% of the segment's construction revenues in this year's
first quarter.
Marketing and administration expenses were up primarily as the result of
commissions on the increased Lynx Golf and plumbing products sales. Interest
income last year included earnings recognized on long-term receivables of the
Power Systems segment. Interest associated with prior years' income taxes on
construction contracts increased this year's expense. The higher effective
income tax rate results from tax exempt investment income being a less
significant component of pretax income this year.
The Company's backlog of unfilled orders by industry segment was as follows:
June March June
1995 1995 1994
(Millions)
Power Systems $118 $ 65 $144
Water Control 150 122 58
Lynx Golf 14 23 2
Mechanical Power Transmission 13 11 10
$295 $221 $214
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June 1995, the Company paid $114,000 to the Commonwealth of Pennsylvania
Department of Environmental Resources (Department) in settlement of its
potential liability under the Department's complaint filed on October 19, 1993
in the United States District Court for the Western District of Pennsylvania.
ITEM 2. CHANGES IN SECURITIES
The Company's Preferred Share Purchase Rights were amended effective June 28,
1995 to (1) reduce the percentage from 40% to 15% of the Company's common
stock that must be acquired by a person or group before rightsholders may
purchase shares of Company stock at a 50% discount, (2) add provisions
allowing the Board of Directors of the Company to defer the triggering of the
Rights if less than 20% of the Company's common stock is acquired, and (3)
specify that the Rights have no application in the event of a offer to
purchase 100% of the Company's stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The exhibits listed in the Exhibit Index to this report on Form 10-Q are
incorporated herein by reference. Management contracts and compensatory plan
arrangements are preceded by an asterisk (*) in the Exhibit Index.
Reports on Form 8-K
No reports were filed during the quarter for which this report is filed.
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.
ZURN INDUSTRIES, INC.
(Registrant)
August 4, 1995 /s/ Dennis Haines
Dennis Haines
General Counsel and Secretary
August 4, 1995 /s/ John E. Rutzler III
John E. Rutzler III
Vice President-Controller
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EXHIBIT INDEX
3 Articles Of Incorporation And By-laws
Restated Articles of Incorporation with Amendments through Incorporated
August 7, 1987 filed as Exhibit 19A to Form 10-Q for the by reference
quarter ended September 30, 1987
By-laws as of April 1990 filed as Exhibit 3 to Form 10-K Incorporated
for the year ended March 31, 1990 by reference
4 Instruments Defining The Rights Of Security Holders,
Including Indentures
Description of Common Stock contained in the prospectus Incorporated
dated July 26, 1972 beginning on page 18 ("Description of by reference
Capital Stock") forming a part of Amendment No. 3 to the
Form S-1 Registration Statement No. 2-44631
Description of Common Stock as set forth in the Restated Incorporated
Articles of Incorporation with Amendments through by reference
August 7, 1987 filed as Exhibit 19A to Form 10-Q for the
quarter ended September 30, 1987
Description of Preferred Share Purchase Rights contained Incorporated
in the Form 8-A/A Registration Statement Amendment No. 1 by reference
dated June 27, 1995
10 Material Contracts
* 1986 Stock Option Plan filed as Exhibit 28A to Form S-8 Incorporated
Post-Effective Amendment No. 1 Registration Statement No. by reference
33-19103
* 1989 Directors Stock Option Plan filed as Exhibit 28 to Incorporated
Form S-8 Registration Statement No. 33-30383 by reference
* 1991 Stock Option Plan filed as Exhibit 28 to Form S-8 Incorporated
Registration Statement No. 33-49224 by reference
* Supplemental Executive Retirement Plan of Zurn Incorporated
Industries, Inc. filed as Exhibit 10.1 to Form 10-Q for by reference
the quarter ended December 31, 1994
* 1982 Retirement Plan for Outside Directors of Zurn Incorporated
Industries, Inc. filed as Exhibit 19A to Form 10-Q for by reference
the quarter ended June 30, 1989
* 1986 Retirement Plan for Outside Directors of Zurn Incorporated
Industries, Inc. filed as Exhibit 19B to Form 10-Q for by reference
the quarter ended June 30, 1989
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* Agreements Relating to Employment dated June 5, 1989 with Incorporated
D.F. Fessler, W.A. Freeman, and J.A. Zurn filed as Exhibit by reference
10H to Form 10-Q for the quarter ended June 30, 1989;
dated October 17, 1994 with R.R. Womack filed as Exhibit
10.2 to Form 10-Q for the quarter ended December 31, 1994
10.8 * Agreements Relating to Employment dated May 1, 1995 with
D.L. Butynski and July 1, 1995 with J.R. Mellett
* Zurn Industries, Inc. Deferred Compensation Plan for Non- Incorporated
Employee Directors filed as Exhibit 19E to Form 10-Q for by reference
the quarter ended June 30, 1989
* Zurn Industries, Inc. Deferred Compensation Plan for Incorporated
Salaried Employees filed as Exhibit 10.3 to Form 10-Q for by reference
the quarter ended December 31, 1994
* Zurn Industries, Inc. Optional Deferment Plan for Incorporated
Incentive Compensation Plan Participants filed as Exhibit by reference
10.4 to Form 10-Q for the quarter ended December 31, 1994
* Zurn Supplemental Pension Plan filed as Exhibit 10.5 to Incorporated
Form 10-Q for the quarter ended December 31, 1994 by reference
* Indemnity Agreements dated August 14, 1986 with E.J. Incorporated
Campbell, A.S. Cartwright, D.W. Wallace, and J.A. Zurn by reference
filed as Exhibit 19J to Form 10-Q for the quarter ended
September 30, 1986; dated October 20, 1986 with D.F.
Fessler and W.A. Freeman filed as Exhibit 19A to Form
10-Q for the quarter ended December 31, 1986 and with
J.E. Rutzler III filed as Exhibit 10B to Form 10-Q for
the quarter ended December 31, 1988; dated January 25,
1993 with W.E. Butler, April 1, 1993 with D. Haines, and
August 6, 1993 with Z. Baird filed as Exhibit 10A to Form
10-Q for the quarter ended June 30, 1993; dated October
17, 1994 with R.R. Womack filed as Exhibit 10.6 to Form
10-Q for the quarter ended December 31, 1994
10.9 * Indemnity Agreements dated May 1, 1995 with D.L. Butynski,
June 8, 1995 with R.D. Neary, and July 1, 1995 with
J.R. Mellett
* Irrevocable Trust Agreements for the Grantor's: 1982 Incorporated
Retirement Plan for Outside Directors of Zurn Industries, by reference
Inc.; 1986 Retirement Plan for Outside Directors of Zurn
Industries, Inc.; Deferred Compensation Plan for Non-
Employee Directors; Supplemental Executive Retirement
Plan for Zurn Industries, Inc.; Zurn Industries, Inc.
Supplemental Pension Plan for Participants in the
Deferred Compensation Plan for Salaried Employees;
Deferred Compensation Plan for Salaried Employees;
Optional Deferment Plan for Incentive Compensation Plan
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Participants filed as Exhibit 19I to Form 10-Q for the
quarter ended September 30, 1986
* Second Irrevocable Trust Agreement for the Grantor's Incorporated
Indemnity Agreements filed as Exhibit 10A to Form 10-Q by reference
for the quarter ended December 31, 1988
* Incentive Compensation Plan filed as Exhibit 10.7 to Incorporated
Form 10-K for the year ended March 31, 1995 by reference
11 Statement Re Computation Of Per Share Earnings
Computation of Earnings Per Share
27 Financial Data Schedule SEC Edgar
Filing Only
* - Management contracts and compensatory plan arrangements.
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EXHIBIT 10.8 - AGREEMENTS RELATING TO EMPLOYMENT
Agreements Relating to Employment in the form of the attached entered into
with the following Employees as of the dates indicated:
D.L. Butynski May 1, 1995
J.R. Mellett July 1, 1995
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Date
Name
Address
RE: Agreement Relating To Employment
Dear Mr. __________:
ZURN INDUSTRIES, INC, (the "Company") considers it in the best interests
of its stockholders to foster the continuous employment of key management
personnel. In this connection, the Board of Directors of the Company (the
"Board") recognizes that, the possibility of a change in control may exist and
that such possibility, and the uncertainty and questions which it may arise
among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders.
Therefore, in order to induce you to remain in the employment of the
Company, the Company agrees that you shall receive the severance benefits set
forth in this letter agreement ("Agreement") in the event your employment with
the Company is terminated subsequent to a "change in control of the Company"
(as defined in Section 2 hereof) under the circumstances described below.
1. TERM OF AGREEMENT. This Agreement shall commence on the date hereof
and shall continue in effect through December 31, 1995; and each January 1,
thereafter, the term of this Agreement shall automatically be extended for one
additional year, provided, if a change in control of the Company shall have
occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of thirty-six (36) months
beyond the month in which such change in control occurred.
2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless
there shall have been a change in control of the Company, as set forth below.
For purposes of this Agreement, a "change in control of the Company" shall be
deemed to have occurred if:
(a) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended [the "Exchange
Act"], other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company,
or any Company owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their
ownership of stock of the Company) becomes the "beneficial owner"
(as defined in Rule 13d-3 promulgated under the Exchange
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Mr. __________
Date
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Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the
Company's then outstanding securities;
(b) during any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction
described in clauses (a), (c) or (d) of this Section) whose
election by the Board or nomination for election by the Company's
stockholders was approved by a vote at least two-thirds of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to
constitute a majority thereof;
(c) the stockholders of the Company approve a merger or consolidation
of the Company with any other Company, other than (1) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger
or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove defined)
acquires more than 50% of the combined voting power of the
Company's then outstanding securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all of substantially all of the
Company's assets.
3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events
described in Section 2 hereof constituting a change in control of the Company
shall have occurred, you shall be entitled to the benefits provided in
Subsection 4(iv) hereof upon the subsequent termination of your employment
during the term of this Agreement unless such termination is (a) because of
your death, Disability or Retirement, (b) by the Company for Cause, or (c) by
you other than for Good Reason.
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Mr. __________
Date
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(i) DISABILITY; RETIREMENT. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent
from the full-time performance of your duties with the Company
for six (6) consecutive months, and within thirty (30) days
after written notice of termination is given you shall have
not returned to the full-time performance of your duties, your
employment may be terminated for "Disability". Termination by
the Company or you of your employment based on "Retirement"
shall mean termination in accordance with the Company's
retirement policy at normal retirement age generally
applicable to its salaried employees or in accordance with any
retirement arrangement established with your consent with
respect to you.
(ii) CAUSE. Termination by the Company of your employment for
"Cause" shall mean termination upon (a) the willful and
continued failure by you to substantially perform your duties
with the Company (other than any such failure resulting from
your incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice
of Termination, as defined in Subsection 3(iv), by you for
Good Reason) after a written demand for substantial
performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes
that you have not substantially performed your duties, or (b)
the willful engaging by you in conduct which is demonstrably
and materially injurious to the Company, monetarily or
otherwise. For purposes (of this Subsection, no act, or
failure to act, on your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in
the best interest of the Company. You may be terminated for
Cause only after there shall have been delivered to you a copy
of a resolution duly adopted by the affirmative vote of not
less then two thirds (2/3) of the entire membership of the
Board at a meeting of the Board called and held for such
purpose (after reasonable notice to you and an opportunity for
you, together with your counsel, to be heard before the
Board), finding that in the good faith opinion of the Board
you were guilty of conduct set forth above in clauses (a) or
(b) of the first sentence of this Subsection and specifying
the particulars thereof in detail.
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Mr. __________
Date
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(iii) GOOD REASON. You shall be entitled to terminate your employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean, without your express written consent, any of the following:
(a) a substantial adverse alteration in the nature or status of
your responsibilities from those in effect immediately prior
to a change in control of the Company other than any such
alteration primarily attributable to the fact that the Company
may no longer be a public company;
(b) a reduction by the Company in your annual base salary as in
effect on the date hereof or as the same may be increased from
time to time;
(c) the failure of the Company, without your consent, to pay to
you any portion of your current compensation, or to pay to you
any portion of an installment of deferred compensation under
any deferred compensation program of the Company, within seven
(7) days of the date such compensation is due;
(d) the failure by the Company to continue in effect any
compensation plan in which you participate including but not
limited to the Company's Incentive Compensation Plan and the
Company's Stock Option Plan, or any substitute plans adopted
prior to the change in control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan in connection
with the change in control of the Company, or
the failure by the Company to continue your participation
therein on a basis not materially less favorable, both in
terms of the amount of benefits provided and the level of your
participation relative to other participants, as existed at
the time of the change in control;
(e) the failure by the Company to continue to provide you with
benefits substantially similar to those enjoyed by you under
any of the Company's pension, life insurance, medical, health
and accident, or disability plans in which you were
participating at the time of a change in control of the
Company, the taking of any action by the Company which would
directly or indirectly materially reduce any of such benefits
or deprive you of any material fringe benefits enjoyed by you
at the time of the change in control of the Company, or the
failure by the Company to provide you with the number of paid
vacation days to which you are entitled on the basis of years
of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the change in
control;
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Mr. __________
Date
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(f) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this
Agreement, as contemplated in Section 5 hereof; or
(g) any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the
requirements of Subsection (iv) below (and, if applicable, the
requirements of Subsection (ii) above); for purposes of this
Agreement, no such purported termination shall be effective.
(h) a determination by you in good faith that, following a change
in control, you are no longer able to perform your duties and
responsibilities with the Company.
Your right to terminate your employment pursuant to this Subsection shall be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.
(iv) NOTICE OF TERMINATION. Any purported termination of your
employment by the Company or by you shall be communicated by
written Notice of Termination to the other party hereto in
accordance with Section 6 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so
indicated.
(v) DATE OF TERMINATION, ETC. "Date of Termination" shall mean
(a) if your employment is terminated for Disability, thirty
(30) days after Notice of Termination is given (provided that
you shall not have returned to the full-time performance of
your duties during such thirty (30) day period), and (b) if
your employment is terminated pursuant to Subsection (ii) and
(iii) above or for any other reason (other than Disability),
the date specified in the Notice of Termination which, in the
case of a termination pursuant to Subsection (ii) above shall
not be less than thirty (30) days, and in the case of a
termination pursuant to Subsection (iii) above shall not be
less than thirty (30) nor more than sixty (60) days,
respectively, from the date such Notice of Termination is
given); provided that if within thirty (30) days after any
Notice of Termination is given the party receiving such Notice
of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be
the date on which the dispute is finally determined, either by
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Mr. __________
Date
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mutual written agreement of the parties, by a binding
arbitration award, or by a final judgment, order or decree of
a court of competent jurisdiction (which is not appealable or
the time for appeal therefrom having expired and no appeal
having been perfected); provided further that the Date of
Termination shall be extended by a notice of dispute only if
such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable
diligence. Notwithstanding the pendency of any such dispute,
the Company will continue to pay you your full compensation in
effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary) and continue you
as a participant in all compensation, benefit and insurance
plans in which you were participating when the notice giving
rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection. Amounts paid
under this Subsection are in addition to all other amounts due
under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement except to the
extent otherwise provided in paragraph (c) of Subsection
4(iv).
4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Following a
change in Control of the Company, as defined by Section 2, upon
termination of your employment or during a period of disability you
shall be entitled to the following benefits:
(i) During any period that you fail to perform your full-time
duties with the Company as a result of incapacity due to
physical or mental illness, you shall continue to receive your
base salary at the rate in effect at the commencement of any
such period, together with all compensation payable to you
under the Company's long-term disability insurance program or
other [plan during such period, until this Agreement is
terminated pursuant to Section 3(i) hereof. Thereafter, your
benefits shall be determined in accordance with the Company's
insurance and retirement programs then in effect.
(ii) If your employment shall be terminated by the Company for
Cause or by you other than for Good Reason, Disability, death
or Retirement, the Company shall pay you your full base salary
through the Date of Termination at the rate in effect at the
time Notice of Termination is given, plus all other amounts to
which you are entitled under any compensation plan of the
Company at the time such payments are due, and the Company
shall have no further obligations to you under this Agreement.
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Mr. __________
Date
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(iii) if your employment shall be terminated by you for Retirement,
or by reason of your death, your benefits shall be determined
in accordance with the Company's retirement and insurance
programs then in effect.
(iv) If your employment by the Company shall be terminated (a) by
the Company other than for Cause or Disability or (b) by you
for Good Reason or Retirement, then you shall be entitled to
the benefits provided below:
(A) the Company shall pay you your full base salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given, plus other amounts to
which you are entitled under any compensation plan of the
Company, at the time such payments are due except as
otherwise provided below;
(B) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Company shall
pay as severance pay to you a lump sum severance payment
(together with payments provided in paragraphs C, D, and E
below, the "Severance Payment") equal to 300% of the
greater of (i,) your annual base salary in effect on the
Date of Termination or (ii) your annual base salary in
effect immediately prior to the change in control of the
Company and 300% of the average of the annual bonus paid
to you for the three full fiscal years preceding the
termination.
(C) If any of the Severance Payments will be subject to the
tax (the "Excise Tax") imposed by section 4999 of the
Internal Revenue Code, (or any similar tax that may
hereafter be imposed) the Company shall pay to you at the
time specified in Subsection (D), below, an additional
amount (the "Gross-Up Payment") such that the net amount
retained by you, after deduction of any Excise Tax on the
Total Payments (as hereinafter defined) and any federal,
state and local income tax and Excise Tax upon the payment
provided for by this subsection, shall be equal to the
Total Severance Payments. For purposes of determining
whether any of the Severance Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (a) any
other payments or benefits received or to be received by
you in connection with a change in control of the Company
or your termination of employment (whether pursuant to the
terms of this Agreement or any other plan, arrangement or
agreement with the Company, any person whose actions
result in a change in control of the Company or any person
-18-<PAGE>
Mr. __________
Date
- -8-
affiliated with the Company or such person) (which
together with the Severance Payments, constitute the
"Total Payments") shall be treated as "parachute payments"
within the meaning of section 28OG(b)(2) of the Code, and
all "excess parachute payments" within the meaning of
section 28OG(b)(1) shall be treated as subject to the
Excise Tax, unless in the opinion of tax counsel selected
by the Company's independent auditors and acceptable to
you such other payments or benefits(in whole or in part)
do not constitute parachute payments, or such excess
parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered
within the meaning of section 28OG(b)(4) of the Code in
excess of the base amount within the meaning of section
28OG(b)(3) of the Code, or are otherwise not subject to
the Excise Tax, (b) the amount of the Total Payments which
shall be treated as subject to the Excise Tax shall be
equal to the lesser of (1) the total amount of the Total
Payments of (2) the amount of excess parachute payments
within the meaning of section 28OG(b)(1) (after applying
clause (q) above, and (c) the value of any non-cash
benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in
accordance with the principles of section 28OG(d)(3) and
(4) of the Code. For purposes of determining the amount of
the Gross-Up Payment, you shall be deemed to pay federal
income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and
locality of your residence on the Date of Termination, net
of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local
taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account
hereunder at the time of termination of your employment,
you shall repay to the Company at the time that the amount
of such reduction in Excise Tax is finally determined the
portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and
local income tax imposed on the Gross-Up Payment being
repaid by you if such repayment results in a reduction in
Excise Tax and/or a federal and state and local income tax
deduction) plus interest on the amount of such repayment
at the rate provided in section 1274(b)(2)(B) of the Code.
In the event that the Excise Tax is determined to exceed
the amount taken into account hereunder at the time of the
-19-<PAGE>
Mr. __________
Date
- -9-
termination of your employment (including by reason of any
payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional gross-up payment in
respect of such excess (plus any interest payable with
respect to such excess) at the time that the amount of
such excess is finally determined.
(D) The payment provided for in paragraph (B), above, shall be
made not later than the fifth day following the Date of
Termination, provided, however, that if the amounts of
such payments, and the limitation on such payments set
forth in paragraph (C), above, cannot be finally
determined on or before such day, the Company shall pay to
you on such day an estimate, as determined in good faith
by the Company, of the minimum amount of such payments and
shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of
the Code) as soon as the amount thereof can be determined
but in no event later than the thirtieth day after the
Date of Termination. In the event that the amount of the
estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute
a loan by the Company to you, payable on the fifth day
after demand by the Company (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code).
(E) The Company shall also pay to you all legal fees and
expenses incurred by you as a result of such termination
(including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking
to obtain or enforce early right or benefit provided by
this Agreement).
(v) If your employment shall be terminated (a) by the Company
other than for Cause, Retirement or Disability or (b) by you
for Good Reason, then for a twenty-four (24) month period
after such termination, the Company shall arrange to provide
you with life, disability, accident and health insurance
benefits substantially similar to those which you are
receiving immediately prior to the Notice of Termination.
(vi) You shall not be required to mitigate the amount of any
payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment
or benefit provided for in this Section 4 be reduced by any
compensation earned by you as the result of employment by
another employer, by retirement benefits, by offset against
-20-<PAGE>
Mr. __________
Date
- -10-
any amount claimed to be owing by you to the Company, or
otherwise.
(vii) In addition to all other amounts payable to you under this
Section 4, you shall be entitled to receive all benefits
payable to you under the Company's retirement programs.
5. SUCCESSORS; BINDING AGREEMENT
(i) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any
such succession shall be a breach of this Agreement and shall
entitle you to compensation from the Company in the same
amount and on the same terms as you would be entitled
hereunder if you terminate your employment for Good Reason
following a change in control of the Company, except for
purposes of implementing the foregoing, the date on which any
succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law, or otherwise.
(ii) This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees. If you should die while any amount
would still be payable to you hereunder if you had continued
to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement
to your devisee, legatee or other designee or, if there is no
such designee, to your estate.
6. PRIOR AGREEMENT. This Agreement is in full and complete substitution
for any prior employment agreement including, if applicable, the certain
Employment Agreement dated December 1, 1981 and the certain agreement dated
October 20, 1988.
7. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
-21-<PAGE>
Mr. __________
Date
- -11-
respective addresses set forth on the first page of this Agreement, provided
that all notice to the Company shall be directed to the attention of the Board
with a copy to the Secretary of the Company, or to such other address as
either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.
8. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the Commonwealth of Pennsylvania. All reference to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder
shall be paid net of any applicable withholding required under federal, state
or local law. The obligations of the Company under Section 4 shall survive the
expiration of the term of this Agreement.
9. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
10. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
11. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Erie, Pennsylvania in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award
in any court having jurisdiction; provided, however, that you shall be
entitled to seek specific performance of your right to be paid until the Date
of Termination during the pendency of any dispute or controversy arising under
or in connection with this Agreement.
Upon your acceptance of the terms set forth in this letter by signing and
returning a copy to the Secretary of the Company, this letter will then
constitute an agreement of the Company.
-22-<PAGE>
Mr. __________
Date
- -12-
Very truly yours,
Chairman, Management Development and
Compensation Committee of the Board of
Directors
AGREED TO this ________________ day
of ____________________ 1995
____________________________________________________
SIGNATURE
-23-
EXHIBIT 10.9 - INDEMNITY AGREEMENTS
Indemnity Agreements in the form of the attached entered into with the
following Indemnitees as of the dates indicated:
D.L. Butynski May 1, 1995
R.D. Neary June 8, 1995
J.R. Mellett July 1, 1995
-24-<PAGE>
INDEMNITY AGREEMENT
This Agreement is made as of the 1st day of May, 1995, by and
between ZURN INDUSTRIES, INC., a Pennsylvania corporation (the
"Corporation"), and __________________, ("Indemnitee"), an officer/a Director.
WHEREAS, it is essential to the Corporation to retain and attract as
Directors and Officers the most capable persons available, and
WHEREAS, the substantial increase in corporate litigation subjects
Directors and Officers to expensive litigation risks and Directors' and
Officers' liability insurance is expensive and contains many limitations,
deductibles, and exclusions, and
WHEREAS, it is now and has always been the express policy of the
Corporation to indemnify its Directors and Officers so as to provide them with
the maximum possible protection permitted by the Pennsylvania Business
Corporation Law (the "Law") and the Corporation's By-Laws, and
WHEREAS, the parties recognize the potential inadequacy of the protection
available under the Law, the Corporation's By-Laws, and by Directors' and
Officers' liability insurance, and
WHEREAS, such Law and By-Laws specifically provide that they are not
exclusive, and thereby contemplate that agreements may be entered into between
the Corporation and Directors and Officers with respect to indemnification of
such Directors and Officers, and
WHEREAS, in order to resolve such questions and thereby induce Directors
and Officers to serve in their respective capacities, the Corporation has
determined and agreed to enter into this Agreement with the Indemnitee.
NOW THEREFORE, in consideration of Indemnitee's continued service after
the date hereof, the Corporation and Indemnitee do hereby agree as follows:
1. Agreement to Serve.
Indemnitee agrees to serve as a Director or Officer (as applicable) of the
Corporation for so long as he is duly elected or appointed or until such time
as he tenders his resignation in writing.
2. Definitions.
As used in this Agreement:
(a) The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought by or in the
right of the Corporation or otherwise and whether of a civil,
criminal, administrative or investigative nature, in which
Indemnitee may be or may have been involved as a party or
otherwise, by reason of the fact that Indemnitee is or was a
-25-<PAGE>
Indemnity Agreement
Page 2
Director or Officer of the Corporation, by reason of any action
taken by his or of any inaction on his part while acting as a
Director or Officer, or by reason of the fact that he is or was
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise; in each case whether or not
he is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement.
(b) The term "Expenses" shall include, without limitation, expenses of
investigations, judicial or administrative proceedings, or
appeals, judgments, fines and penalties, amounts paid in
settlement by or on behalf of Indemnitee, attorneys' fees and
disbursements, and any expenses of establishing a right to
indemnification under Paragraph 7.
3. Indemnity in Third-Party Proceedings.
The Corporation shall indemnify Indemnitee in accordance with the
provisions of this Paragraph 3 if Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any Proceeding (other than a
Proceeding by or in the right of the Corporation) by reason of the fact that
Indemnitee is or was a Director or Officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against all Expenses actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of such Proceeding,
but only if Indemnitee acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation and,
in the case of a criminal proceeding, in addition, had no reasonable cause to
believe that his conduct was unlawful. The termination of any such Proceeding
by judgment, order of court, settlement, conviction, or upon a plea of nolo
contendere, or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal proceeding, that such person had reasonable cause
to believe that his conduct was unlawful.
4. Indemnity in Proceedings by or in the Right of the Corporation.
(a) In the event the Corporation has purchased and has in effect
policies of Directors' and Officers' liability insurance at the
time of request by Indemnitee for indemnification thereunder, the
Corporation shall, subject to the provisions of Paragraph 4(c),
indemnify Indemnitee as follows: if Indemnitee is a party to or
threatened to be made a party to any Proceeding by or in the right
of the Corporation by reason of the fact that Indemnitee is or was
a Director or Officer of the Corporation, or is or was serving at
-26-<PAGE>
Indemnity Agreement
Page 3
the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against all Expenses actually and
reasonably incurred by Indemnitee in connection with the defense
or settlement of such Proceeding, but only if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation.
(b) In the event the Corporation is not covered by policies of
Directors' and Officers' Liability insurance which are applicable
to the indemnification claim being made by Indemnitee for
indemnification thereunder, the Corporation shall, subject to the
provisions of Paragraph 4(c), indemnify Indemnitee as follows: 1)
to the fullest extent of the coverage provided for the benefit of
Directors and Officers in the case of a Proceeding by or in the
right of the Corporation pursuant to the policy of insurance in
effect on the date of this Agreement; 2) if Indemnitee is a party
to or threatened to be made a party to any Proceeding by or in the
right of the Corporation by reason of the fact that Indemnitee is
or was a Director or Officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against all Expenses actually
and reasonably incurred by Indemnitee in connection with the
defense or settlement of such Proceeding, but only if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation; and 3) to
the fullest extent as may be provided to Indemnitee by the
Corporation under the Agreement, the By-Laws of the Corporation,
and the Law. The foregoing provisions shall be taken cumulatively
and construed as being consistent with one another.
(c) No indemnification for Expenses shall be made under Paragraphs
4(a) and 4(b):
(1) in respect to remuneration paid to Indemnitee if it shall be
determined by a final judgment or other final adjudication
that such remuneration was in violation of law;
(2) on account of any suit in which judgment is rendered against
Indemnitee for an accounting of profits made from the purchase
or sale by Indemnitee of securities of Corporation pursuant to
the provisions of Section 16(b) of the Securities Exchange Act
of 1934 and amendments thereto or similar provisions of any
federal, state, or local law;
(3) on account of Indemnitee's conduct which is finally adjudged
to have been knowingly fraudulent, deliberately dishonest, or
willful misconduct;
-27-<PAGE>
Indemnity Agreement
Page 4
(4) if a final decision by a Court having jurisdiction in the
matter shall determine that such indemnification is not
lawful.
5. Indemnification of Expenses of Successful Party.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue, or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified against all
Expenses incurred in connection therewith.
6. Advances of Expenses.
Expenses incurred by the Indemnitee pursuant to Paragraphs 3 and
4 shall be paid by the Corporation in advance upon the written request
of the Indemnitee if Indemnitee shall undertake to repay such amount to the
extent that it is ultimately determined that Indemnitee is not entitled to
indemnification.
7. Right of Indemnitee to Indemnification Upon Application.
Any indemnification under Paragraphs 3 and 4 shall be made no later than
45 days after receipt by the Corporation of the written request of Indemnitee,
unless a determination is made within said 45-day period by (1) the Board of
Directors by a majority vote of a quorum consisting of directors who are not
parties to such Proceeding or (2) independent legal counsel, which counsel
shall be appointed if the quorum of the Board of Directors specified in
Paragraph 7(1) is not obtainable, in a written opinion that the Indemnitee has
not met the relevant standards for indemnification set forth in Paragraphs 3
and 4.
The right to indemnification or advances as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent jurisdiction. The
burden of proving that indemnification is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors or independent legal counsel) to have made a determination prior to
the commencement of such action that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Corporation (including its Board of
Directors or independent legal counsel) that Indemnitee has not met such
applicable standard of conduct, shall bar the action or create an irrefutable
presumption that Indemnitee has not met the applicable standard of conduct.
Indemnitee's expenses reasonably incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
Proceeding shall also be indemnified by the Corporation.
-28-<PAGE>
Indemnity Agreement
Page 5
8. Indemnification Thereunder Not Exclusive.
The indemnification provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the
Bylaws, any agreement, any vote of shareholders or disinterested Directors,
Law, or otherwise, both as to action in his official capacity and as to action
in any capacity while holding such office.
The indemnification under this Agreement shall continue as to Indemnitee
even though Indemnitee may have ceased to be a Director or Officer.
9. Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Corporation for a portion of the Expenses actually and
reasonably incurred by his in the investigation, defense, appeal, or
settlement of any Proceeding but not, however, for the total amount thereof,
the Corporation shall nevertheless indemnify Indemnitee for the portion of
such Expenses to which Indemnitee is entitled.
The Corporation shall not be liable to indemnify Indemnitee under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent. The Corporation shall not settle any action or
claim in any manner which would impose any penalty or limitation on Indemnitee
without Indemnitee's written consent. Neither the Corporation nor the
Indemnitee will unreasonably withhold their consent to any proposed
settlement.
10. Saving Clause.
If this Agreement or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, the Corporation shall
nevertheless indemnify Indemnitee as to Expenses with respect to any
Proceeding to the full extent permitted by any applicable portion of this
Agreement that shall not have been invalidated or by any other applicable law.
11. Notice.
Indemnitee shall, as a condition precedent to his right to be indemnified
under this Agreement, give to the Corporation notice in writing as soon as
practicable of any claim for which indemnification will or could be sought
under this Agreement. Notice to the Corporation shall be directed to Zurn
Industries, Inc., One Zurn Place, P.O. Box 2000, Erie, PA 16514-2000,
Attention: President (or such other address as the Corporation shall designate
in writing to Indemnitee). Notice shall be deemed received three days after
the date postmarked if sent by prepaid mail properly addressed. In addition,
Indemnitee shall give the Corporation such information and cooperation as it
may reasonably require.
-29-<PAGE>
Indemnity Agreement
Page 6
12. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall constitute the original.
13. Applicable Law.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
14. Successors and Assigns.
This Agreement shall be binding upon the Indemnitee and upon the
Corporation, its successors and assigns, and shall inure to the benefit of the
Indemnitee's heirs, personal representatives, and assigns and to the benefit
of Corporation, its successors and assigns.
IN WITNESS WHEREOF, the parties thereby have caused this Agreement to be
duly executed and signed as of the day and year first above written.
ZURN INDUSTRIES, INC.
By: __________________________________________
Chairman, Management Development
and Compensation Committee
INDEMNITEE: _________________________________
This Agreement was approved by stockholders of Zurn Industries, Inc. at the
Annual Meeting on August 1, 1986.
-30-
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
(Thousands Except Per Share Amounts)
Three Months Ended
June 30
1995 1994
Primary Earnings Per Share
Net income $ 4,649 $ 1,944
Preferred stock dividends 1 1
$ 4,648 $ 1,943
Shares outstanding
Weighted average common shares 12,341 12,407
Net common shares issuable on
exercise of stock options 6 2
Average common shares outstanding
as adjusted 12,347 12,409
Primary earnings per share $.38 $.16
Fully Diluted Earnings Per Share
Net income $ 4,649 $ 1,944
Interest on convertible debentures,
net of applicable income taxes 7
$ 4,649 $ 1,951
Shares outstanding
Average common shares as adjusted
for primary computation 12,347 12,409
Common shares issuable if the
preferred stock and convertible
debentures were converted at
the beginning of the year 5 42
Additional common shares issuable
on exercise of stock options 3
Average common shares outstanding
as adjusted 12,352 12,454
Fully diluted earnings per share $.38 $.16
-31-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE STATEMENTS OF CONSOLIDATED FINANCIAL
POSITION AND CONSOLIDATED OPERATIONS INCLUDED IN PART I OF
THIS REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> 3-MOS
<CASH> 11,282
<SECURITIES> 41,941
<RECEIVABLES> 115,420
<ALLOWANCES> 0
<INVENTORY> 88,960
<CURRENT-ASSETS> 300,188
<PP&E> 146,157
<DEPRECIATION> 89,630
<TOTAL-ASSETS> 417,395
<CURRENT-LIABILITIES> 141,547
<BONDS> 9,089
0
0
<COMMON> 6,285
<OTHER-SE> 216,754
<TOTAL-LIABILITY-AND-EQUITY> 417,395
<SALES> 122,335
<TOTAL-REVENUES> 0
<CGS> 91,207
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,134
<INCOME-PRETAX> 7,619
<INCOME-TAX> 2,970
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,649
<EPS-PRIMARY> .38
<EPS-DILUTED> 0
</TABLE>
