CHERRY CORP, 424B1, 1994-08-12

CHERRY CORP
424B1, 1994-08-12
COMPUTER PERIPHERAL EQUIPMENT, NEC

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<PAGE>
PROSPECTUS
AUGUST 11, 1994
2,500,000 SHARES

[LOGO]
THE CHERRY CORPORATION

CLASS A COMMON STOCK

All of the shares of Class A Common Stock, par value $1.00 per share ("Class
A Common Stock"), of The Cherry Corporation ("Cherry" or the "Company") offered
hereby (the "Offering") are being sold by the Company. The Company's authorized
Common Stock consists of Class A Common Stock and Class B Common Stock, par
value $1.00 per share ("Class B Common Stock"). The voting power of the Company
is vested in the Class B Common Stock, and the Class A Common Stock has no
voting rights, except as required by Delaware law. The Class A Common Stock and
the Class B Common Stock generally have the same economic rights. See "Price
Range of Common Stock," "Dividend Policy" and "Description of Capital Stock."

The Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "CHERA." On August 11, 1994 the last sale price of the Class A Common
Stock, as reported by Nasdaq, was $12.50 per share. See "Price Range of Common
Stock" and "Dividend Policy."

------------------------

SEE "INVESTMENT CONSIDERATIONS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS
TO THE DISCOUNTS AND TO THE
PUBLIC COMMISSIONS (1) COMPANY (2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share..................... $12.50 $0.75 $11.75
Total (3)..................... $31,250,000 $1,875,000 $29,375,000
- -------------------------------------------------------------------------------
<FN>
(1) SEE "UNDERWRITING" FOR INDEMNIFICATION ARRANGEMENTS WITH THE UNDERWRITERS.

(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $400,000.

(3) THE COMPANY HAS GRANTED THE UNDERWRITERS A 30-DAY OPTION TO PURCHASE UP TO
375,000 ADDITIONAL SHARES OF CLASS A COMMON STOCK SOLELY TO COVER
OVER-ALLOTMENTS, IF ANY. IF SUCH OPTION IS EXERCISED IN FULL, THE TOTAL
PRICE TO THE PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS AND PROCEEDS TO
THE COMPANY WILL BE $35,937,500, $2,156,250 AND $33,781,250, RESPECTIVELY.
SEE "UNDERWRITING."
</TABLE>

The Class A Common Stock is offered by the Underwriters when, as and if
issued to and accepted by them, and subject to various conditions, including the
right to reject any order in whole or in part. It is expected that delivery of
the Class A Common Stock will be made to the Underwriters in New York, New York
on or about August 18, 1994.

DONALDSON, LUFKIN & JENRETTE CLEARY GULL REILAND & MCDEVITT INC.
SECURITIES CORPORATION
<PAGE>
[GRAPHICS OMITTED; SEE GRAPHICS APPENDIX AT END OF THIS DOCUMENT.]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT SHARES OF CLASS A COMMON STOCK OR MAY EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CLASS A COMMON STOCK AND/OR THE CLASS B COMMON STOCK AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. AS USED HEREIN, THE TERM "COMPANY" MEANS
THE CHERRY CORPORATION ("CHERRY") AND, UNLESS THE CONTEXT OTHERWISE INDICATES,
ITS WHOLLY-OWNED SUBSIDIARIES. UNLESS THE CONTEXT OTHERWISE INDICATES, ALL
REFERENCES TO YEARS SHALL MEAN FISCAL YEARS OF THE COMPANY ENDING ON THE LAST
DAY OF FEBRUARY. UNLESS OTHERWISE INDICATED, ALL SHARE AMOUNTS AND FINANCIAL
INFORMATION PRESENTED IN THIS PROSPECTUS HAVE BEEN ADJUSTED TO REFLECT THE
RECLASSIFICATION OF THE COMPANY'S COMMON STOCK OUTSTANDING PRIOR TO JULY 12,
1994 (THE "PRIOR COMMON STOCK") INTO CLASS B COMMON STOCK, THE AUTHORIZATION OF
THE CLASS A COMMON STOCK AND THE ISSUANCE OF A DIVIDEND ON JULY 14, 1994 OF ONE
SHARE OF CLASS A COMMON STOCK FOR EACH OUTSTANDING SHARE OF PRIOR COMMON STOCK
(THE "STOCK DIVIDEND"). SEE "RECLASSIFICATION" AND "DESCRIPTION OF CAPITAL
STOCK." THE STOCK DIVIDEND HAD THE SAME EFFECT ON THE TOTAL NUMBER OF SHARES OF
PRIOR COMMON STOCK OUTSTANDING AS A TWO-FOR-ONE STOCK SPLIT. THE CLASS A COMMON
STOCK AND CLASS B COMMON STOCK ARE SOMETIMES REFERRED TO COLLECTIVELY IN THIS
PROSPECTUS AS THE "COMMON STOCK." UNLESS OTHERWISE INDICATED, THE INFORMATION IN
THIS PROSPECTUS ASSUMES THE UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE
EXERCISED.

THE COMPANY

The Company designs, manufactures and sells over 3,000 types of proprietary
and custom electrical and electronic components used by a broad range of OEM
customers and distributors in the automotive, computer, and consumer and
commercial markets. Within each of these three markets, the Company divides its
operations into three product segments: electromechanical devices, electronic
assemblies and displays, and semiconductor devices. The Company's products are
sold globally and are manufactured at the Company's state-of-the-art
manufacturing facilities in the United States, Germany and England and in Japan
through its joint venture. In addition, the Company's products are assembled in
Hong Kong, the Czech Republic, China, Malaysia, the Philippines, South Korea and
Mexico. The Company has increased its revenue from $228.6 million in 1992 to
$275.3 million in 1994, representing a 9.7% compound annual growth rate. During
this same time period, the Company's operating profit has grown from $6.6
million to $17.8 million, which represents a 63.4% compound annual growth rate
and an improvement in its operating profit margins from 2.9% to 6.5%.

AUTOMOTIVE MARKET. The Company is a leader in the development of switch
assemblies and semiconductors for the automotive industry. In addition, the
Company supplies a variety of electronic control modules to this market.
Cherry's switch assemblies are used principally in power windows, door locks and
mirrors. The Company's semiconductor devices are integrated circuits used
principally in engine and ignition controls, instrumentation and ABS systems.
Its electronic control modules are used as controls for sunroofs, convertible
tops and memory seats. The Company supplies its switch assemblies,
semiconductors and electronic control modules to virtually all of the leading
automobile manufacturers in North America and Western Europe, including Ford,
General Motors, Volkswagen, Chrysler, BMW, Toyota and Nissan. From 1992 to 1994,
Cherry has increased its sales to the automotive market from $65.5 million to
$104.0 million, representing a 26.0% compound annual growth rate. Sales to the
automotive market represented 37.8% of the Company's total sales in 1994.

COMPUTER MARKET. The Company is the leading non-captive producer of
standard, specialty and custom keyboards in Western Europe and sold over two
million keyboard units worldwide in 1994. The Company also manufactures
semiconductors and switches for this market. Cherry's keyboards are used with
personal computers, data entry terminals and word processors and in
point-of-sale retail, airline and hotel applications. Since 1992, the Company
has successfully maintained its sales of standard keyboards while increasing its
emphasis on developing proprietary specialty keyboards incorporating bar code,
magnetic card and smart card readers, which generally have higher gross profit
margins. The Company's semiconductors consist of integrated circuits used in
hard disk drives, tape back-up systems and power supplies. In addition, its
switches are used to link peripherals, such as disk drives and printers, within
computer networks. The Company's sales to the computer market were approximately
$99.3 million in 1992 and 1994. Sales to the computer market represented 36.1%
of the Company's total sales in 1994.

3
<PAGE>
CONSUMER AND COMMERCIAL MARKET. The Company is a leading producer of
snap-action switches for the consumer and commercial market with an
approximately 15% market share in North America and Western Europe. Cherry also
sells its electronic assemblies and semiconductors to this market. Switches are
used in office equipment, such as photocopiers and mailing machines, and in home
appliances, such as washing machines and dishwashers. Electronic assemblies are
used with digital displays to produce operator panels for business machines and
for amusement products, including pinball games. Semiconductor devices are
integrated circuits used in power conversion applications for a variety of
products, including cellular telephones. From 1992 to 1994, the Company
increased its sales to the consumer and commercial market from $63.8 million to
$71.9 million, representing a 6.2% compound annual growth rate. Sales to the
consumer and commercial market represented 26.1% of the Company's total sales in
1994.

STRATEGY

The Company believes that its success in increasing sales and profitability
has resulted from its multifaceted business strategy which includes the
following key elements:

NEW PRODUCT DEVELOPMENT. Cherry's new product development program is
focused on capitalizing on the Company's leading presence and long-standing
reputation in the automotive, computer, and consumer and commercial markets. The
Company believes that its new product development program has significantly
enhanced sales and profitability and has been successful primarily because of
the Company's ability to: (i) apply its state-of-the-art design and
manufacturing capabilities to produce new products at a low cost, (ii) customize
its existing products to meet the specialized requirements of its customers, and
(iii) combine its expertise in designing and manufacturing electromechanical
devices, semiconductors, and electronic assemblies and displays to develop new
products which incorporate elements from all three of these product categories.

LOW COST PRODUCTION FACILITIES. The Company strives to operate its
manufacturing and assembly facilities as efficiently as possible by: (i)
continuing to invest in its capital expenditure program to maintain and improve
its facilities, (ii) custom designing and building proprietary automated
assembly equipment, (iii) developing new and more efficient production
technologies, and (iv) where appropriate, utilizing production facilities in low
cost labor countries. As part of its efforts, the Company has invested $52.3
million in capital expenditures during the last three years, the majority of
which was used to improve manufacturing operations. As a result, the Company has
improved its gross margins from 26.5% to 29.1% from 1992 to 1994 even though it
maintained or decreased the average selling prices of a majority of its products
during this same time period.

DEDICATION TO CUSTOMER SERVICE. The Company benefits from a strong
reputation for providing quality products and responsive service to its
customers. The Company works closely with customers to customize its products to
meet their changing product requirements. In recognition of its quality products
and value-added service, Cherry has received numerous awards from its customers
in the United States and Western Europe. For the last two years, the Company was
named Supplier of the Year by General Motors for its switch products.

EXPANSION INTO NEW GEOGRAPHIC MARKETS. The Company believes that its
continued geographic expansion will add to its revenue and earnings growth. The
Company's strategy is to capitalize on increasing demand for end use products,
such as home appliances, computers, automobiles and office equipment, that
require switches, electronic assemblies and semiconductors in markets outside
the United States and Western Europe. As part of this expansion, since 1992, the
Company has opened new manufacturing and sales operations in Australia and the
Czech Republic and in Japan and India through its joint ventures.

Cherry was incorporated in Illinois in 1953 and was reincorporated in
Delaware in 1978. The Company's principal executive offices are located at 3600
Sunset Avenue, Waukegan, Illinois 60087 and its telephone number is (708)
662-9200.

4
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock Offered................. 2,500,000 shares (2,875,000 shares if the
Underwriters' over-allotment option is
exercised in full).
Common Stock to be outstanding after the
Offering (1)
Class A Common Stock....................... 7,165,765 Shares
Class B Common Stock....................... 4,665,765 Shares
Total Common Stock to be outstanding
after the Offering..................... 11,831,530 Shares

Voting Rights................................ Holders of Class A Common Stock have no
voting rights, except as required by Delaware
law. Holders of Class B Common Stock have
one vote per share. See "Description of
Capital Stock."

Protection Provisions........................ Several provisions in Cherry's Restated
Certificate of Incorporation (as defined
below) are intended to reduce the economic
reasons for trading the Class B Common
Stock at a premium compared to the Class A
Common Stock. See "Description of Capital
Stock--Class A Protection" and "Description
of Capital Stock--Limited Convertibility."

Use of Proceeds.............................. To repay debt and for general corporate
purposes. See "Use of Proceeds."

Nasdaq National Market Symbols:
Class A Common Stock....................... "CHERA"
Class B Common Stock....................... "CHERB"
<FN>
- ------------------------
(1) Based upon 4,665,765 shares of Prior Common Stock outstanding as of May 31,
1994, after giving effect to the Reclassification, and excluding 73,277
shares of Prior Common Stock issuable upon exercise of stock options
outstanding as of such date, and approximately 124,630 shares of Prior
Common Stock available for issuance under the Company's Employee Stock
Purchase Plan, as amended. See Note H of Notes to Consolidated Financial
Statements.
</TABLE>

5
<PAGE>
SUMMARY OF CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT RATIOS AND EARNINGS PER SHARE DATA)

<TABLE>
<CAPTION>
QUARTER ENDED
MAY 31,
FISCAL YEAR ENDED LAST DAY OF FEBRUARY, (UNAUDITED)
-------------------------------------------------------------- -----------------------
1990 1991 (1) 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales....................... $ 208,441 $ 245,887 $ 228,631 $ 266,231 $ 275,269 $ 69,631 $ 79,647
Cost of sales................... 155,323 177,873 167,981 189,710 195,090 49,528 54,744
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross margin.................... 53,118 68,014 60,650 76,521 80,179 20,103 24,903
Operating expenses.............. 53,153 65,986 54,002 59,840 62,419 15,867 18,077
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) from
operations.................... (35) 2,028 6,648 16,681 17,760 4,236 6,826
Interest expense................ (3,759) (6,007) (5,919) (5,383) (3,919) (1,031) (875)
Other income, net............... 732 1,300 2,226 636 1,342 310 418
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before income
taxes, extraordinary tax
credit and cumulative effect
of change in accounting
principle..................... (3,062) (2,679) 2,955 11,934 15,183 3,515 6,369
Income tax provision
(benefit)..................... (277) 3,039 (819) 4,216 5,692 1,280 2,452
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
extraordinary tax credit and
cumulative effect of change in
accounting principle.......... (2,785) (5,718) 3,774 7,718 9,491 2,235 3,917
Extraordinary tax credit........ -- -- 891 2,539 -- -- --
Cumulative effect of change in
accounting principle (2)...... -- -- -- -- 1,542 1,542 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss)............. $ (2,785) $ (5,718) $ 4,665 $ 10,257 $ 11,033 $ 3,777 $ 3,917
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) per share (3):
Earnings (loss) before
extraordinary tax credit and
cumulative effect of change
in accounting principle..... $ (0.31) $ (0.63) $ 0.41 $ 0.84 $ 1.02 $ 0.24 $ 0.42
Extraordinary tax credit...... -- -- 0.10 0.28 -- -- --
Cumulative effect of change in
accounting principle (2).... -- -- -- -- 0.17 0.17 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss) per
share....................... $ (0.31) $ (0.63) $ 0.51 $ 1.12 $ 1.19 $ 0.41 $ 0.42
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Average shares outstanding
(3)........................... 9,099,424 9,106,442 9,113,490 9,184,228 9,299,848 9,289,204 9,325,752

OTHER DATA:
Capital expenditures, net....... $ 28,229 $ 17,057 $ 8,247 $ 19,023 $ 23,357 $ 4,063 $ 8,046
Depreciation and amortization... 15,892 17,325 16,729 18,023 16,720 4,373 4,553
</TABLE>

<TABLE>
<CAPTION>
MAY 31, 1994
--------------------------
ACTUAL AS ADJUSTED (4)
--------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital...................................................................... $ 36,149 $ 38,124
Total assets......................................................................... 205,519 205,519
Long-term debt....................................................................... 39,551 12,551
Total debt........................................................................... 56,211 27,236
Stockholders' investment............................................................. 98,593 127,568
Debt to capital ratio................................................................ 36.3% 17.6 %
<FN>
- ------------------------
(1) Operating expenses include a $5,600 provision for restructuring costs.

(2) Effective March 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS 109").
See Note B of Notes to Consolidated Financial Statements.

(3) Adjusted to reflect the Reclassification. See "Reclassification."

(4) Adjusted to reflect the Reclassification and the completion of the
Offering, after deducting the estimated underwriting discount and offering
expenses payable by the Company and the application of the estimated net
proceeds therefrom. See "Reclassification," "Use of Proceeds" and
"Capitalization."
</TABLE>

6
<PAGE>
INVESTMENT CONSIDERATIONS

IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS BEFORE
PURCHASING THE SHARES OF CLASS A COMMON STOCK OFFERED HEREBY.

LIMITED TRADING HISTORY AND MARKET FOR CLASS A COMMON STOCK

The Class A Common Stock was first quoted on the Nasdaq National Market on
July 15, 1994. Prior to that date there was no public market for the Class A
Common Stock. The public offering price for the Class A Common Stock offered
hereby has been determined by negotiations between the Underwriters and the
Company in light of recent sale prices of the Class A Common Stock reported on
the Nasdaq National Market. There can be no assurance that an active public
market for the Class A Common Stock will develop or be sustained after the
Offering or that the public offering price corresponds to the price at which the
Class A Common Stock will trade in the public market subsequent to the Offering.

While the Company's Prior Common Stock was traded in the over-the-counter
market and quoted on the Nasdaq National Market for many years, the average
volume of such trading in the twelve months ended May 31, 1994 was only 9,928
shares per day. Accordingly, the prices at which such trades have been made may
not reflect the prices that would have prevailed had there been a more active
market. Furthermore, while several provisions in the Company's Restated
Certificate of Incorporation are intended to reduce the economic reasons for
trading the Company's voting stock at a premium compared to the Class A Common
Stock, there can be no assurance that the trading price for the Class A Common
Stock will approximate either the price of the Class B Common Stock or the
historical prices of the Prior Common Stock as adjusted for the
Reclassification. See "Price Range of Common Stock."

CONTROLLING STOCKHOLDERS; IMPEDIMENTS TO CHANGE OF CONTROL

Voting control of the Company is vested in the holders of Class B Common
Stock. The Cherry Family (as defined below) beneficially owns, and after
consummation of the Offering will continue to own, approximately 60% of the
Class B Common Stock. In addition, one member of the Cherry Family serves on the
Company's Board of Directors and as an employee of the Company and another
member of the Cherry Family serves as the Chairman of the Board of Directors and
as President of the Company. As long as the Cherry Family holds a majority of
the Class B Common Stock, it will be able to elect or remove all of the
Company's Board of Directors and, except as otherwise required by Delaware law
or the Restated Certificate of Incorporation, will be able to determine the
outcome of substantially any matter submitted for stockholder consideration.
Moreover, control by the Cherry Family may have the effect of discouraging
certain types of transactions involving an actual or potential change of control
of the Company, including transactions in which the holders of Class A Common
Stock might otherwise receive a premium for their shares over then-current
market prices. See "Principal Stockholders" and "Description of Capital Stock."

CYCLICALITY OF DEMAND FOR COMPANY PRODUCTS

Many of the Company's products are sold to industries that are cyclical and
dependent upon economic conditions, consumer confidence or other matters beyond
the Company's control. In particular, the automotive industry, which is
sensitive to such factors, is currently the Company's largest market and
comprised approximately 38%, 33% and 29% of the Company's total sales in 1994,
1993 and 1992, respectively. The Company believes that increased market
penetration and increased electrical content per vehicle will offset a decline
in automotive sales to some extent, but a significant reduction in automotive
production in North America or Western Europe or the loss of a significant
portion of its business from either of its major customers (Ford or General
Motors) could have an adverse effect on the Company's business. Demand in the
Company's computer, and consumer and commercial markets is also directly related
to general economic conditions. Accordingly, a downturn in U.S. or foreign
economies could have a negative impact on the Company's results of operations.
Although the Company's international sales declined for the last two years due
to the recession in Western Europe, the Company has remained profitable in
Western Europe during this period. See "Business."

7
<PAGE>
COMPETITION

The Company does business in highly competitive markets. Competitors include
a large number of independent domestic and foreign suppliers. Certain
competitors in each of the Company's markets have substantially greater
manufacturing, sales, research and financial resources than the Company. The
Company believes that the principal competitive factors in its markets are
price, product quality and reliability and the ability to meet customer delivery
requirements and to custom design products to customer specifications. See
"Business--Competition."

FOREIGN CURRENCY TRANSLATION

The Company realized approximately 43%, 51% and 54% of its net sales in
1994, 1993 and 1992, respectively, from operations outside the United States. As
a result, fluctuations in currency exchange rates can significantly affect the
Company's sales, profitability and financial position. While changes in foreign
currency exchange rates resulted in a 6% increase in international sales in
1993, such changes accounted for approximately 6% and 4% decreases in
international sales in 1994 and 1992, respectively. Although the Company cannot
predict the extent to which currency fluctuations may or will affect the
Company's business and financial position, there is a risk that such
fluctuations will have an adverse impact upon the Company's sales and profits
from locations outside the United States. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

RECLASSIFICATION

On July 12, 1994, the Company filed with the Delaware Secretary of State an
Amended and Restated Certificate of Incorporation (the "Restated Certificate of
Incorporation"), which (i) increased the number of authorized shares of common
stock of the Company from 10,000,000 to 30,000,000, consisting of 20,000,000
shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock,
(ii) reclassified the Prior Common Stock as Class B Common Stock, (iii)
authorized a new class of non-voting stock designated as Class A Common Stock,
and (iv) established the rights, powers and limitations of the Class A Common
Stock and the Class B Common Stock. On July 14, 1994, the Company issued the
Stock Dividend. The Stock Dividend had the same effect on the total number of
shares of Common Stock outstanding as a two-for-one stock split. The ex-dividend
date for the Stock Dividend was July 15, 1994, which was also the date on which
the Class A Common Stock and Class B Common Stock began to trade separately.
(The reclassification of the Prior Common Stock and the issuance of the Stock
Dividend are referred to herein collectively as the "Reclassification.")

The Class B Common Stock has essentially the same rights, powers and
limitations as that of the Prior Common Stock. The Class A Common Stock is
non-voting, except as required by Delaware law and the Restated Certificate of
Incorporation. The Class A Common Stock has certain features, including a "Class
A Protection" feature and limited convertibility provisions, which are intended
to minimize the economic reasons for trading the Class B Common Stock at a
premium compared to the Class A Common Stock. The other terms of the Class A
Common Stock and Class B Common Stock, including rights with respect to stock
splits, consideration payable in a merger or consolidation and distributions
upon liquidation, are substantially the same. See "Price Range of Common Stock,"
"Dividend Policy" and "Description of Capital Stock."

The Class A Common Stock was first quoted on the Nasdaq National Market on
July 15, 1994. There can be no assurance that the trading price of the Class A
Common Stock will approximate either the price of the Class B Common Stock or
the historical prices of the Prior Common Stock, as adjusted to reflect the
Reclassification. See "Investment Considerations," "Price Range of Common Stock"
and "Dividend Policy."

8
<PAGE>
USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Class A
Common Stock are estimated to be $29.0 million ($33.4 million if the
Underwriters' over-allotment option is exercised in full). The Company intends
to use (i) approximately $27.0 million of the net proceeds of the Offering to
repay amounts outstanding under its existing domestic revolving line of credit
and (ii) approximately $2.0 million to pay off short-term debt owed to foreign
banks for construction, mortgage and equipment loans. The Company expects to use
the remaining net proceeds, if any, for general corporate purposes, including
the continued expansion of the Company's East Greenwich, Rhode Island facility
and the purchase of equipment.

The Company's domestic revolving line of credit matures on March 31, 1997
and bears interest at a rate per annum equal to the prime rate or, depending on
the Company's financial performance, LIBOR plus .75% to 1.25% (5.5% as of May
31, 1994). The Company's foreign debt bears interest at rates ranging from 4% to
9% per annum and matures in periodic installments through 2012. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

PRICE RANGE OF COMMON STOCK

The Company's Class A Common Stock and Class B Common Stock are quoted on
the Nasdaq National Market under the symbols "CHERA" and "CHERB," respectively.
The Class A Common Stock was first quoted on the Nasdaq National Market on July
15, 1994. Prior to that date, there had been no public market for the Class A
Common Stock. See "Investment Considerations" and "Reclassification."

The Prior Common Stock was traded on the Nasdaq National Market through July
14, 1994 under the symbol "CHER." The following table sets forth, for the
periods indicated, (i) the actual high and low sales prices per share of the
Prior Common Stock as reported by Nasdaq without giving effect to the
Reclassification, (ii) the actual high and low sales prices per share of the
Prior Common Stock divided by two to reflect the Reclassification (which had the
same effect on the total number of shares of Prior Common Stock outstanding as a
two-for-one stock split) based on the assumption that the Reclassification would
have resulted in a proportionate reduction in historical sales prices, and (iii)
the actual high and low sales prices per share of the Class A Common Stock and
the Class B Common Stock as reported by Nasdaq:

<TABLE>
<CAPTION>
PRIOR COMMON STOCK
------------------------------------------
ACTUAL ADJUSTED
STOCK PRICE STOCK PRICE
-------------------- --------------------
HIGH LOW HIGH LOW
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Fiscal year ended last day of February 1993
First quarter............................................................ $ 16.00 $ 9.00 $ 8.00 $ 4.50
Second quarter........................................................... 18.00 14.00 9.00 7.00
Third quarter............................................................ 25.50 14.00 12.75 7.00
Fourth quarter........................................................... 31.13 24.50 15.57 12.25

Fiscal year ended last day of February 1994
First quarter............................................................ $ 34.00 $ 18.25 $ 17.00 $ 9.13
Second quarter........................................................... 21.75 14.50 10.88 7.25
Third quarter............................................................ 22.25 13.63 11.13 6.82
Fourth quarter........................................................... 26.50 20.25 13.25 10.13

Fiscal year ended last day of February 1995
First quarter............................................................ $ 31.00 $ 24.25 $ 15.50 $ 12.13
Second quarter (through July 14, 1994)................................... 31.75 26.50 15.88 13.25
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
-------------------- --------------------
HIGH LOW HIGH LOW
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Fiscal year ended last day of February 1995
Second quarter (July 15, 1994 through August 11, 1994)................... $ 13.50 $ 11.75 $ 13.75 $ 11.50
</TABLE>

On August 11, 1994 the last sales prices of the Class A Common Stock and the
Class B Common Stock, as quoted on the Nasdaq National Market, were $12 1/2 and
$12 3/4, respectively. As of August 11, 1994 there were approximately 2,100
holders of record of each of the Class A Common Stock and Class B Common Stock.

9
<PAGE>
DIVIDEND POLICY

The Company has not paid any cash dividends since 1991 and currently has no
plans to pay any cash dividends on its Common Stock. Payment of any future
dividends will depend on the future earnings and capital requirements of the
Company and other factors the Board of Directors considers appropriate. Holders
of the Class A Common Stock are entitled to cash dividends per share at least
equal to those payable to the holders of the Class B Common Stock. Although the
Board of Directors has the authority to pay larger cash dividends on the Class A
Common Stock than on the Class B Common Stock, the Board presently intends that,
if any dividends are paid, both classes will be paid on an equal per share
basis. See "Description of Capital Stock."

CAPITALIZATION

The following table sets forth the actual capitalization of the Company as
of May 31, 1994 after giving effect to the Reclassification and as adjusted to
give effect to the application of the net proceeds from the Offering, after
deducting the estimated underwriting discount and offering expenses payable by
the Company.

<TABLE>
<CAPTION>
MAY 31, 1994
-----------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and equivalents..................................................................... $ 5,093 $ 5,093
---------- -----------
---------- -----------

Short-term debt.......................................................................... $ 2,899 $ 924
Current maturities of long-term debt..................................................... 13,761 13,761
Long-term debt........................................................................... 39,551 12,551
---------- -----------
Total debt........................................................................... 56,211 27,236

Stockholders' investment:
Class A Common Stock, par value $1.00 per share; 20,000,000 shares authorized;
4,665,765 actual and 7,165,765 as adjusted shares issued and outstanding (1)......... 4,666 7,166
Class B Common Stock, par value $1.00 per share; 10,000,000 shares authorized;
4,665,765 actual and as adjusted shares issued and outstanding (1)................... 4,666 4,666
Additional paid-in capital............................................................. 10,242 36,717
Retained earnings...................................................................... 72,293 72,293
Cumulative translation adjustments..................................................... 6,726 6,726
---------- -----------
Total stockholders' investment....................................................... 98,593 127,568
---------- -----------
Total capitalization..................................................................... $ 154,804 $ 154,804
---------- -----------
---------- -----------
<FN>
- ------------------------
(1) Based upon 4,665,765 shares of Prior Common Stock outstanding as of May 31,
1994, after giving effect to the Reclassification, and excluding 73,277
shares of Prior Common Stock issuable upon exercise of stock options
outstanding as of such date, and approximately 124,630 shares of Prior
Common Stock available for issuance under the Company's Employee Stock
Purchase Plan, as amended. See Note H of Notes to Consolidated Financial
Statements.
</TABLE>

10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial information for
the Company's five most recent fiscal years and for the interim periods ended
May 31, 1993 and May 31, 1994. The historical financial information for each of
the fiscal years specified below has been derived from the Company's
consolidated financial statements for such periods included herein which have
been audited by Arthur Andersen & Co., independent public accountants. In the
opinion of the Company, the information for the interim periods ended May 31,
1993 and May 31, 1994, which is derived from unaudited financial statements,
reflects all adjustments (consisting only of normal recurring adjustments except
as noted) necessary for a fair presentation of the financial position of the
Company at such dates and the results of operations for such periods. Results
for the interim periods are not necessarily indicative of the results for the
entire year.

The selected consolidated financial data should be read in conjunction with
the Consolidated Financial Statements of the Company and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere herein.

<TABLE>
<CAPTION>
QUARTER ENDED
MAY 31,
FISCAL YEAR ENDED LAST DAY OF FEBRUARY, (UNAUDITED)
-------------------------------------------------------------- -----------------------
1990 1991 (1) 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales........................ $ 208,441 $ 245,887 $ 228,631 $ 266,231 $ 275,269 $ 69,631 $ 79,647
Cost of sales.................... 155,323 177,873 167,981 189,710 195,090 49,528 54,744
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross margin..................... 53,118 68,014 60,650 76,521 80,179 20,103 24,903
Operating expenses............... 53,153 65,986 54,002 59,840 62,419 15,867 18,077
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) from
operations..................... (35) 2,028 6,648 16,681 17,760 4,236 6,826
Interest expense................. (3,759) (6,007) (5,919) (5,383) (3,919) (1,031) (875)
Other income, net................ 732 1,300 2,226 636 1,342 310 418
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before income
taxes, extraordinary tax credit
and cumulative effect of change
in accounting principle........ (3,062) (2,679) 2,955 11,934 15,183 3,515 6,369
Income tax provision (benefit)... (277) 3,039 (819) 4,216 5,692 1,280 2,452
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before
extraordinary tax credit and
cumulative effect of change in
accounting principle........... (2,785) (5,718) 3,774 7,718 9,491 2,235 3,917
Extraordinary tax credit......... -- -- 891 2,539 -- -- --
Cumulative effect of change in
accounting principle (2)....... -- -- -- -- 1,542 1,542 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss).............. $ (2,785) $ (5,718) $ 4,665 $ 10,257 $ 11,033 $ 3,777 $ 3,917
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) per share (3):
Earnings (loss) before
extraordinary tax credit and
cumulative effect of change
in accounting principle...... $ (0.31) $ (0.63) $ 0.41 $ 0.84 $ 1.02 $ 0.24 $ 0.42
Extraordinary tax credit....... -- -- 0.10 0.28 -- -- --
Cumulative effect of change in
accounting principle (2)..... -- -- -- -- 0.17 0.17 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss) per
share........................ $ (0.31) $ (0.63) $ 0.51 $ 1.12 $ 1.19 $ 0.41 $ 0.42
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Average shares outstanding (3)... 9,099,424 9,106,442 9,113,490 9,184,228 9,299,848 9,289,204 9,325,752
OTHER DATA:
Capital expenditures, net........ $ 28,229 $ 17,057 $ 8,247 $ 19,023 $ 23,357 $ 4,063 $ 8,046
Depreciation and amortization.... 15,892 17,325 16,729 18,023 16,720 4,373 4,553
Dividends per share (3).......... 0.06 0.03 -- -- -- -- --
BALANCE SHEET DATA:
Working capital.................. $ 21,220 $ 28,027 $ 33,893 $ 43,791 $ 39,395 $ 45,901 $ 36,149
Total assets..................... 181,850 193,130 181,580 183,219 193,548 189,942 205,519
Long-term debt................... 48,006 60,857 49,808 50,817 42,970 50,777 39,551
Total debt....................... 74,281 81,508 70,180 58,248 53,632 59,775 56,211
Stockholders' investment......... 70,593 68,190 71,049 82,014 93,476 87,764 98,593
Debt to capital ratio............ 51.3% 54.4% 49.7% 41.5% 36.5% 40.5% 36.3%
<FN>
- ------------------------------
(1) Operating expenses include a $5,600 provision for restructuring costs.
(2) Effective March 1, 1993, the Company adopted SFAS 109. See Note B of Notes
to Consolidated Financial Statements.
(3) Adjusted to reflect the Reclassification. See "Reclassification."
</TABLE>

11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the "Selected
Consolidated Financial Data" and the Consolidated Financial Statements of the
Company and the Notes thereto and other financial information included elsewhere
in this Prospectus.

FIRST QUARTER FISCAL 1995 COMPARED TO FIRST QUARTER FISCAL 1994

First quarter sales of $79.6 million exceeded last year's first quarter
sales by 14% and the previous quarterly sales record by 9%. First quarter net
earnings of $3.9 million or $.42 per share, also a record, exceeded last year's
first quarter comparable earnings, before the effects of an accounting change,
of $2.2 million or $.24 per share by 75% and last year's first quarter net
earnings of $3.8 million or $.41 per share by 4%. The first quarter of last year
included a $1.5 million or $.17 per share increase to net earnings for the
cumulative effect of the change to the SFAS 109 method of accounting for income
taxes.

Domestic sales increased 22% over last year's first quarter, paced by sales
to the automotive industry. European operations continued the improvement which
began late last year with a 5% sales increase over last year's first quarter in
dollars and a 10% increase over last year in the applicable local currency.

Consolidated gross margins increased from 28.9% to 31.3% of sales. Domestic
gross margins increased from 32.2% to 34.5% of sales. Foreign gross margins
increased from 24.8% to 26.6% of sales. These improvements are the result of
increased volume, cost reduction programs and improved production efficiencies.
The Company's semiconductor operation went to a continuous seven day work week
in the second half of last year. Cost reductions have been successfully
implemented, especially in the Company's keyboard product line.

Consolidated operating expenses increased 14% which is in line with the
Company's increase in sales. Domestic and foreign operating expenses increased
20% and 5%, respectively, which is also in line with the applicable sales
increases. Any anticipated economies of scale from the increase in sales were
partially offset by the need to staff for increasing business.

Consolidated operating profit, as a result of the above factors, improved
from 6.1% to 8.6% of sales. Domestic operating profit improved from 8.0% to
10.7% of sales while foreign operating profit increased from 3.7% to 5.5% of
sales.

Consolidated interest expense decreased $156 thousand or 15% as the result
of reduced borrowings and improved financing rates.

Consolidated other income increased $108 thousand primarily because of
higher income from an unconsolidated affiliate.

The consolidated effective income tax rate increased from 36.5% to 38.5%. A
combination of higher state income taxes and increased foreign profitability
resulted in the increase to the effective rate.

In the first quarter of last year, the Company implemented SFAS 109. In
accordance with the provisions of SFAS 109, the Company recognized tax assets
principally related to the expected benefit of future tax deductions for
expenses previously recorded for financial reporting purposes. The resulting
$1.5 million benefit ($.17 per share) was recorded in the income statement and
is reported as a cumulative effect of a change in accounting principle.

A normal seasonal slowdown in sales is expected in the second quarter as the
result of automotive and appliance model changeovers and summer vacations. The
slowdown, however, is expected to be less pronounced than the prior year since
the prior year's second quarter was also affected by the height of the European
recession.

12
<PAGE>
Since a significant portion of the Company's sales and manufacturing are
overseas, foreign currency translation could have an impact on future sales,
earnings, and financial position of the Company as denominated in U.S. dollars.
The Company engages in an insignificant amount of hedging contracts with regard
to foreign currency transactions and therefore does not have a material
derivative exposure.

FISCAL 1994 COMPARED TO FISCAL 1993

In fiscal 1994, the Company established new sales and earnings records of
$275.3 million and $11 million, respectively. Earnings before extraordinary tax
credit and the cumulative effect of change in accounting principle were also a
new record of $9.5 million. This is the Company's second consecutive year of
record sales and earnings.

Consolidated current year net sales of $275.3 million increased 3.4% from
the prior year. Current year domestic sales increased 18% from the prior year,
while international sales decreased 11%. The current year domestic sales growth
is attributable to a stronger overall domestic market, especially in automotive,
and the Company's increased penetration into the domestic automotive market. On
the international front, approximately half of the 11% current year sales
decrease is attributable to foreign currency translation. The remaining foreign
sales decline is attributable to a slow European economy and price pressures in
the computer marketplace.

Fiscal 1994 sales performance from a business segment perspective is mixed.
Current year sales of the semiconductor devices segment increased 24% from the
prior year, also fueled by the Company's increased penetration into a stronger
domestic automotive market. Electromechanical segment current year sales
increased 6% from the prior year. A 43% sales increase of electromechanical
products to the automotive market in fiscal 1994 was offset by a 14% sales
decline of electromechanical products to the non-automotive markets served. This
non-automotive market decline is related to international operations: 18% of the
sales decline is related to foreign currency translation and 82% of the sales
decline is related to a slow European economy. Current year sales of the
electronic assemblies and displays segment declined 8% from the prior year.
Approximately half of this decline is related to foreign currency translation
since the majority of these products are manufactured and sold in Europe. The
other half of this segment's decline is related to the slow European economy and
the price pressures in the computer market as mentioned in the preceding
paragraph.

From a profit perspective, current year operating profit margins remained
virtually unchanged at 6.5% of sales. The current year $1.1 million increase in
operating profit is therefore the result of increased sales.

By examining the components making up operating profit (gross margin and
operating expenses), it is apparent that both components as a percent of sales
are virtually unchanged from the prior year. This steadiness is evident in both
domestic and international operations. On the international front, gross margin
and operating expenses as a percent of sales remained virtually unchanged
despite slow sales and price pressures. On the domestic front, the gross margin
and operating expenses as a percent of sales were maintained despite start-up
costs associated with increased production levels, higher engineering demands,
and changes in the market and product mix, as the Company moves more into the
automotive market.

Operating profit margins from a business segment perspective were also
virtually unchanged. Operating profit margins in the electronic assemblies and
displays segment declined to 2.2% versus 2.7% in the prior year. This decline is
the result of an 8% current year sales decline and severe price pressures.

The semiconductor devices segment continues to be the Company's leader in
sales growth, operating profit margins and return on investment. In the current
year, operating profit margins reached 12.6% of sales, compared to last year's
record 12.1% of sales. High factory utilization and productivity improvements
are largely responsible for these strong results. The semiconductor devices
segment continues to produce at close to capacity and is currently expanding its
capacity to meet future demands.

The 7.2% current year operating profit margins for the electromechanical
segment are virtually unchanged from the prior year. The electromechanical
segment maintained this profit margin in the face of

13
<PAGE>
dramatic changes in the markets this business segment serves as well as in
geographic sales. As previously mentioned, this business segment's current year
sales to the automotive market increased 43%, while non-automotive market sales
declined 14%.

Other income of $1.3 million in the current year increased $.7 million from
the prior year. This increase is primarily attributable to foreign currency
transaction gains. The Company has significant activity in different currencies.
Although the Company manages the currency risk associated with this activity,
some foreign currency transaction gains and losses can be expected.

Current year interest expense of $3.9 million is down $1.5 million, or
27.8%, from last year. This decrease is attributable to lower domestic and
foreign borrowing rates and reduced overall borrowing. Borrowing rates are lower
because of the overall environment and the Company's continually improving
performance.

The ordinary effective tax rate for fiscal 1994 is 37.5%, versus 35.3% for
fiscal 1993. The change in rate is primarily due to higher domestic state income
taxes.

In the first quarter of fiscal 1994, the Company adopted SFAS 109. In
accordance with the provisions of SFAS 109, the Company recognized tax assets
principally related to the expected benefit of future tax deductions for
expenses previously recorded for financial reporting purposes. The resulting
$1.5 million benefit was recorded in the income statement and is reported as a
cumulative effect of a change in accounting principle.

The extraordinary tax credit for fiscal 1994 and 1993 resulted from the
utilization of net operating loss carryforwards, primarily from domestic
operations, in accordance with the provisions of Accounting Principles Board
Opinion No. 11.

FISCAL 1993 COMPARED TO FISCAL 1992

Consolidated fiscal 1993 net sales increased approximately 16% from fiscal
1992 and set a new record of $266.2 million in net sales for the Company. The
sales increase by segment was 25% for the semiconductor devices segment, 16% for
the electromechanical devices segment and 14% for the electronic assemblies and
displays segment. By geographic areas the Company experienced a 25% increase in
domestic sales and a 9% sales increase in international sales. The significant
domestic sales increase is primarily attributable to increased sales to the
automotive market, although sales to all domestic markets showed improvement
over the prior year. The automotive market sales increase is the result of the
Company's increased market penetration and greater Company product content per
vehicle. The other market sales increases are due to improved markets and the
Company's increased market share. Foreign currency translation effects also
contributed approximately 60% of the 9% increase in international sales.
International sales continue to suffer from the recession in Europe. This is
especially true in the appliance and automotive markets. The computer market,
however, has shown improvement even in the face of this European recession.

Consolidated gross margins improved from the prior year by 2%. This increase
can be attributed to increased volume, continued cost control and improved
manufacturing execution. This margin improvement occurred in the face of price
pressure, especially on the computer keyboard front.

Consolidated operating expenses increased 11% while sales improved 16% from
fiscal 1992. The lower percentage increase in operating expenses reflects the
Company's economies of scale and continued efforts at more efficient means of
administration. This is evidenced by the fact that the administrative expense
increase was only 7%, while the engineering expense increase was 14% and the
sales expense increase was 13%. With the new business the Company had been
awarded in fiscal 1993, increases to sales and engineering were needed to meet
customers' expectations and to maintain the Company's momentum of new product
introductions. If the effects of changes from currency translation were
eliminated, the consolidated operating expense increase would have been 8% from
fiscal 1992 instead of 11%.

As a result of these factors, operating profit increased to 6.3% of sales
from the prior year's 2.9%. From a business segment standpoint, operating profit
improved in both amount and percent of sales. The semiconductor devices segment
achieved an operating profit of 12.1% of sales for fiscal 1993, compared to

14
<PAGE>
8.3% for fiscal 1992. The electronic assemblies and displays segment achieved an
operating profit of 2.7% of sales in fiscal 1993 as compared to a loss of 3.4%
in fiscal 1992. The electromechanical devices segment achieved an operating
profit of 7.4% in fiscal 1993 which approximated the prior year's 7.3%. The
significant improvement in the semiconductor devices segment operating profit is
attributable to increased volume and improved production efficiencies. The
improvement in the electronic assemblies and displays segment profitability is
due to increased volume, cost control and improved designs.

On a geographic basis, operating profit increased both domestically and
internationally in amount and as a percent of sales. On the domestic front, the
Company achieved an operating profit of $11.7 million or 9% of sales. This
represents a 110% increase from fiscal 1992. This increase is primarily
attributable to the significant domestic sales increase and continued emphasis
on cost control and improved efficiencies.

The international operating profit in fiscal 1993 was $6.8 million or 5% of
sales and represents a 275% increase from the prior year. This improvement was
accomplished on only a modest increase in sales and results from the continued
emphasis on cost reduction and cost control programs.

Consolidated other income, net of expense, decreased $1.6 million in fiscal
1993. This decrease resulted from discontinuance of the investment grant tax law
in Germany, the decrease in income from customer tooling, and the increase in
foreign currency exchange losses.

Consolidated interest expense decreased 9% in fiscal 1993 as a result of
declining international debt and reduced domestic interest rates.

The ordinary effective income tax rate for fiscal 1993 was 35.3%, versus an
ordinary tax benefit of 27.7% in fiscal 1992. In fiscal 1992, the Company
recognized a tax benefit when declaring a dividend from its German subsidiary as
a result of a reduction in the dividend withholding rates.

The extraordinary income tax benefit in fiscal 1993 and 1992 was primarily
the result of domestic net operating loss carryforward usage. The fiscal 1993
income tax benefit increase is the result of an improvement in domestic
profitability.

LIQUIDITY AND CAPITAL RESOURCES

In fiscal 1994, the Company reduced its debt to capital ratio from 41.5% to
36.5%. This reduction was accomplished by a $3.3 million repayment of
consolidated debt and an $11 million increase in stockholders' investment from
current year earnings. The debt reduction resulted from improved profitability
and working capital management. From a geographic perspective, $1.3 million of
the net debt reduction for fiscal 1994 occurred domestically and $2 million
occurred internationally.

In the first quarter of fiscal 1995, the Company modestly improved its
financial condition further in spite of significant first quarter capital
expenditure increases. The consolidated debt to capital ratio declined to 36.3%
from 36.5% at February 28, 1994. First quarter capital expenditures were $8
million versus $4.1 million in the first quarter of last year.

Domestic operating activities were able to generate sufficient cash to fund
the higher capital needs created by the 18% domestic sales increase in fiscal
1994. Despite difficult operating conditions, the Company's foreign facilities
also continued to generate sufficient cash from operations to finance their
fiscal 1994 capital needs.

In the first quarter of fiscal 1995, domestic capital expenditures were $6.2
million while foreign capital expenditures were $1.8 million. The higher
domestic capital expenditures are consistent with the recent significant
domestic growth versus the slowly recovering European economy. Funds were needed
domestically for capacity increases and working capital; $5.2 million of the
funding came from increased borrowings under the domestic revolver and the
balance from operating activities. Foreign operating activities generated
sufficient funds to repay $3.8 million of foreign debt and also fund their
capital expenditures.

The Company's capital needs for the immediate future will be for working
capital and equipment to support growth, cost reductions and new products. In
addition, more facility space is needed domestically. Construction of 21,000
square feet of manufacturing and office space was completed at the Company's

15
<PAGE>
Waukegan, Illinois facility. Construction of 45,000 square feet of manufacturing
and office space has begun at the Company's East Greenwich, Rhode Island
facility. The Company intends to spend approximately $35 million on capital
expenditures in fiscal 1995 and to average a capital expenditure level of 10% of
sales over fiscal 1995, 1996 and 1997.

Domestically, the Company amended its committed revolving credit agreement
with its banks in the first quarter of fiscal 1995. The amendments were made to
increase borrowing capacity, improve interest rates and reduce collateral. The
domestic credit facility was increased from $35 million to $45 million. Upon the
completion of the Offering, the domestic credit facility will be reduced to
$30.5 million. Interest is at the prime rate or, depending upon the Company's
financial performance, LIBOR plus .75% to 1.25%. The Company also implemented
four separate interest rate cap agreements that protect the Company from
interest rate increases above 5.5% LIBOR on $15 million of floating rate debt
through November 1997 and above 6% LIBOR on $10 million of floating rate debt
through March 1998. Total domestic borrowings are limited to the amount
available under the committed domestic credit facility. With the domestic credit
facility and internally generated cash, the Company should have sufficient funds
to finance its domestic operations for the next several years. See "Use of
Proceeds."

Internationally, the Company's debt is primarily long-term, asset-based
financing at favorable interest rates. In the next few years, significant
amounts of this debt will be coming due. The Company will be evaluating the
merits of refinancing some of these principal repayments on a long-term basis.
At present, the $26 million of short-term, uncommitted foreign bank lines are
sufficient, together with internally generated cash, to meet these principal
repayments and finance the cash needs of the international operations.

FUTURE ACCOUNTING CHANGES

Statement of Financial Accounting Standards No. 112 "Employers' Accounting
for Postemployment Benefits," when adopted, is not expected to be material to
the Company's results.

16
<PAGE>
BUSINESS

The Company designs, manufactures and sells over 3,000 types of proprietary
and custom electrical and electronic components used by a broad range of
original equipment manufacturers ("OEMs") and distributors in the automotive,
computer, and consumer and commercial markets. Within each of these three
markets, the Company divides its operations into three product segments:
electromechanical devices, electronic assemblies and displays, and semiconductor
devices. The Company's products are sold globally and are manufactured at the
Company's state-of-the-art manufacturing facilities in the United States,
Germany and England and in Japan through its joint venture, Hirose Cherry
Precision Co. Ltd. In addition, the Company's products are assembled in Hong
Kong, the Czech Republic, China, Malaysia, the Philippines, South Korea and
Mexico. The Company has increased its revenue from $228.6 million in 1992 to
$275.3 million in 1994, representing a 9.7% compound annual growth rate. During
this same time period, the Company's operating profit has grown from $6.6
million to $17.8 million, which represents a 63.4% compound annual growth rate
and an improvement in its operating profit margins from 2.9% to 6.5%.

MARKETS

The Company sells its products to three markets: automotive, computer, and
consumer and commercial. The following table sets forth the Company's sales and
operating profit (loss) by market for each of the last three years:

<TABLE>
<CAPTION>
1992 1993 1994
--------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Automotive Market
Sales.............................................................. $ 65,468 $ 86,866 $ 104,018
Operating Profit................................................... 4,698 7,870 10,633
Computer Market
Sales.............................................................. 99,351 110,455 99,346
Operating Profit (Loss)............................................ (789) 5,807 4,541
Consumer and Commercial Market
Sales.............................................................. 63,812 68,910 71,905
Operating Profit................................................... 2,739 3,004 2,586
</TABLE>

PRODUCTS SOLD TO MARKETS

Within each of its three markets, the Company divides its operations into
three product segments: electromechanical devices, electronic assemblies and
displays, and semiconductor devices. The Company's electromechanical devices
segment manufactures a variety of snap-action, selector and automobile special
use switches for use by OEMs. Cherry's electronic assemblies and displays
segment produces keyboards, keyboard switches, gas discharge displays and
systems, and electronic controls. The Company's semiconductor devices segment
manufactures integrated circuits. The following table sets forth some of the
applications that use Cherry products.

<TABLE>
<CAPTION>
MARKETS SERVED
-------------------------------------------------------------------------------------
CONSUMER AND
PRODUCT SEGMENTS AUTOMOTIVE MARKET COMPUTER MARKET COMMERCIAL MARKET
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
Electromechanical Devices Central door locks Computer peripheral devices Appliances (washing
Power windows and mirrors (printers) machines, dishwashers)
Office equipment
(photocopiers, printers)
Control and measurement
devices
Electronic Assemblies and Sunroof, convertible top Personal computers Office equipment (mailing
Displays and memory seat Terminals machines)
controllers Specialty applications Amusement products (pinball
games)
Semiconductor Devices Engine and ignition Hard disk drives Power conversion
controls Tape backup applications (cellular
Instrumentation Power conversion telephones)
ABS systems applications
</TABLE>

17
<PAGE>
AUTOMOTIVE MARKET. The Company is a leader in the development of switch
assemblies and semiconductors for the automotive industry. In addition, the
Company supplies a variety of electronic control modules to this market.
Cherry's switch assemblies are used principally in power windows, door locks and
mirrors. The Company's semiconductor devices are integrated circuits used
principally in engine and ignition controls, instrumentation and ABS systems.
Its electronic control modules are used as controls for sunroofs, convertible
tops and memory seats. The Company supplies its switch assemblies,
semiconductors and electronic control modules to virtually all of the leading
automobile manufacturers in North America and Western Europe, including Ford,
General Motors, Volkswagen, Chrysler, BMW, Toyota and Nissan. From 1992 to 1994,
Cherry has increased its sales to the automotive market from $65.5 million to
$104.0 million, representing a 26.0% compound annual growth rate. Sales to the
automotive market represented 37.8% of the Company's total sales in 1994.

Demand for Cherry products has continued to grow as automakers increase
electronic content and their use of power options in automobiles. Cherry
believes that it is well positioned to increase its market share in the growing
electronic and option market due to its strong relationships with its automotive
customers. From 1992 to 1994, the Company's automotive sales per vehicle
produced in North America and Western Europe have increased 54%, from $2.63 to
$4.04. The numerous awards that the Company has received in the last several
years from its automotive customers reflect their satisfaction with Cherry's
quality, delivery and service. The Company believes that it will be able to
capitalize on its relationships with its customers to capture a portion of their
growing product requirements.

In addition to expanding its domestic market share through its customer
relationships with OEMs, the Company has expanded its presence in the automotive
markets in Europe and Japan. In an effort to improve its market share with
Japanese automakers, Cherry works closely with Japanese facilities in the United
States and Europe and has established its own sales and engineering office in
Japan.

Cherry's electromechanical devices segment, which accounted for 54% of the
Company's 1994 automotive sales, manufactures a variety of special use switches
for the automotive market. Cherry switches are used in a variety of applications
for the automobile, including power window, central door lock and mirror
controls. Domestically, the majority of the Company's switches are incorporated
into armrest assemblies that are designed to meet customer specifications using
a proprietary switch as the base module.

The Company's semiconductor devices segment, which accounted for 36% of the
Company's 1994 automotive sales, has expanded its market presence as automobile
designs increasingly employ electronic monitoring and control applications
throughout the vehicle. Cherry's semiconductors are used in advanced car
applications, such as engine controls, ignition systems, instrumentation and ABS
systems. The Company believes that automotive features under development by OEMs
such as traction control, active suspension control, electronic traffic control
and mapping, and the multiplexing of functions in the vehicle, are examples of
potential applications for Cherry's semiconductor products.

The Company's electronic assemblies and displays segment, which accounted
for 10% of the Company's 1994 automotive sales, produces electronic control
modules that are used as power sunroof, power memory seat and convertible top
controls. Sales of Cherry's electronic control modules have increased as
automobile customers require a greater number of electrical products that have
multiple applications and yet are the same size and price as standard single
application modules. Due to its focus on developing products that integrate
electronic control modules with semiconductor and switch products, Cherry
believes that it is well positioned to further capitalize on this growing demand
for multiple application electrical products.

COMPUTER MARKET. The Company is the leading non-captive producer of
standard, specialty and custom keyboards in Western Europe and sold over two
million keyboard units worldwide in 1994. The Company also manufacturers
semiconductors and switches for this market. Cherry's keyboards are used with
personal computers, data entry terminals and word processors and in
point-of-sale retail, airline and hotel applications. Since 1992, the Company
has successfully maintained its sales of standard keyboards while increasing its
emphasis on developing proprietary specialty keyboards incorporating bar code,
magnetic card and smart card readers which generally have higher gross profit
margins. The Company's semiconductors consist of integrated circuits used in
hard disk drives, tape back-up systems and power supplies. In addition, its
switches

18
<PAGE>
are used to link peripherals, such as disk drives and printers, within computer
networks. The Company's sales to the computer market were approximately $99.3
million in 1992 and 1994. Sales to the computer market represented 36.1% of the
Company's sales in 1994.

The Company's electronic assemblies and displays segment, which accounted
for 83% of the Company's 1994 sales to the computer market, produces standard,
specialty and custom keyboards and key switches. The Company sells standard
keyboards but also designs and produces custom keyboards to OEM customer
specifications. Cherry also manufactures and sells keyboard switches and keycaps
separately to customers who assemble them for use in their end products. In
recent years, Cherry has expanded its line of proprietary specialty keyboards to
better serve markets that require integrated magnetic card readers, bar code
readers or smart card readers. Although Cherry's keyboard unit sales increased
10% in 1994 from the previous year, the Company's total 1994 sales to the
computer market declined 10% in that same time period due to a shift towards
lower-priced keyboards and a reduction in average keyboard selling prices. The
Company has responded to these trends by introducing new products to the market
and by reducing manufacturing costs to offset price reductions.

Semiconductor devices accounted for approximately 12% of Cherry's sales to
the computer market in 1994. Cherry semiconductors are currently used in hard
disk drives, tape backup storage systems and power supplies.

Electromechanical devices accounted for approximately 5% of Cherry's sales
to the computer market in 1994. Sales of Cherry's computer-related switches have
risen as customers have increasingly linked computer networks to peripherals
such as tape and disk drives and printers.

CONSUMER AND COMMERCIAL MARKET. The Company is a leading producer of
snap-action switches for the consumer and commercial market with an
approximately 15% market share in North America and Western Europe. Cherry also
sells its electronic assemblies and semiconductors to this market. Switches are
used in office equipment, such as photocopiers and mailing machines, and in home
appliances, such as washing machines and dishwashers. Electronic assemblies are
used with digital displays to produce operator panels for business machines and
for amusement products, including pinball games. Semiconductor devices are
integrated circuits used in power conversion applications for a variety of
products, including cellular telephones. From 1992 to 1994, the Company
increased its sales to the consumer and commercial market from $63.8 million to
$71.9 million, representing a 6.2% compound annual growth rate. Sales to the
consumer and commercial market represented 26.1% of the Company's total sales in
1994.

The Company believes that the consumer and commercial market is the most
stable market served by Cherry. Cherry's sales to this market have shown gradual
growth with minor cyclical fluctuations.

Cherry's electromechanical devices segment, which accounted for 80% of the
Company's 1994 sales to the consumer and commercial market, manufactures a
variety of snap-action and selector switches. Cherry generally customizes its
standard snap-action switches for its customers for use in appliances, office
and business equipment, vending machines and industrial controls. Common
applications for Cherry snap-action switches include the sensing of the
out-of-paper condition of a photocopier and the interruption of the spin cycle
of a washing machine. Selector switches are found in various commercial and
industrial control applications and are used to set and control conditions
affecting equipment such as temperature, position and pressure. Cherry has
established its leadership in switches domestically and in Western Europe with
its advanced engineering and customization capabilities. In addition, Cherry
believes that growth opportunities exist in the international switch market in
areas such as Eastern Europe, India, China, Australia, Mexico and Central and
South America due to increased demand for electrical appliances and equipment in
these geographic areas.

19
<PAGE>
The Company's electronic assemblies and displays segment accounted for 11%
of the Company's 1994 sales to the consumer and commercial market. Products
manufactured by this segment are used as readouts and/or controls for business
machines, pinball machines, fitness equipment and industrial instrumentation.
Cherry believes that demand for its electronic assemblies and displays will grow
as consumer and commercial product manufacturers require increasingly
sophisticated control applications that they cannot develop or produce
themselves.

Products manufactured by the Company's semiconductor devices segment
accounted for 9% of the Company's 1994 sales to the consumer and commercial
market. Due to the Company's experience with power conversion technology, Cherry
has recently begun manufacturing semiconductor devices for use in cellular
telephones.

PERCENTAGE OF PRODUCT SEGMENT SALES BY MARKET. The following table sets
forth the Company's percentage of market sales from each product segment for
each of the last three years:

<TABLE>
<CAPTION>
MARKETS SERVED
------------------------------------------------------------
CONSUMER
AUTOMOTIVE COMPUTER AND COMMERCIAL
------------------ ------------------ ------------------
PRODUCT SEGMENTS 1992 1993 1994 1992 1993 1994 1992 1993 1994
- ---------------------------------------- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Electromechanical Devices............... 59% 58% 54% 5% 5% 5% 81% 80% 80%
Electronic Assemblies and Displays...... 5% 7% 10% 87% 86% 83% 11% 13% 11%
Semiconductor Devices................... 36% 35% 36% 8% 9% 12% 8% 7% 9%
---- ---- ---- ---- ---- ---- ---- ---- ----
Total................................. 100% 100% 100% 100% 100% 100% 100% 100% 100%
---- ---- ---- ---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>

STRATEGY

The Company believes that its success in increasing sales and profitability
has resulted from its multifaceted business strategy which includes the
following key elements:

20
<PAGE>
require switches, electronic assemblies and semiconductors in markets outside
the United States and Western Europe. As part of this expansion, since 1992, the
Company has opened new manufacturing and sales operations in Australia and the
Czech Republic and in Japan and India through its joint ventures.

FOREIGN OPERATIONS AND SALES

The Company's international operations and sales are an important part of
the Company's business and its future growth. The Company's sales to customers
outside the United States represented approximately 43% of the total net sales
and approximately 26% of the earnings of the Company in 1994.

Sales to the computer market, primarily sales of keyboards and keyboard
switches, represented approximately 62% of the Company's sales to international
customers in 1994. Sales to the automotive market and the consumer and
commercial market represented approximately 15% and 23%, respectively, of the
Company's sales outside of the United States in 1994. Cherry believes it can
increase its international sales by increasing its presence in the automotive
and consumer and commercial markets of Eastern Europe, Japan, India and
Australia.

The Company currently has sales or manufacturing operations in nine
countries and manufactures through contract assembly agreements in five other
countries. Cherry's international operations are conducted primarily through
wholly owned subsidiaries in Western Europe and through sales offices in Hong
Kong, Japan and Australia. The Company recently has established a manufacturing
facility in the Czech Republic and has entered into a sales and manufacturing
joint venture in India. The Company has also increased its sales effort in
Mexico, Eastern Europe and Central and South America.

COMPETITION

The Company does business in highly competitive markets. The Company
believes that it is the second or third largest manufacturer of snap-action
switches and automotive special use switches in North America. In addition, the
Company believes it has a significant market position in the other two markets
it serves. Competitors include a large number of independent domestic and
foreign suppliers. Certain competitors in each of the Company's markets have
substantially greater manufacturing, sales, research and financial resources
than the Company. The Company believes that the principal competitive factors in
its markets are price, product quality and reliability, and the ability to meet
customer delivery requirements and to custom design products to customer
specifications.

CUSTOMERS AND DISTRIBUTION

Virtually all of the Company's sales are made to OEMs and independent
distributors. No single customer accounted for more than 10% of the Company's
net sales for 1994. In 1994, the Company's five largest customers accounted for
approximately 30% of 1994 sales.

The Company's semiconductor devices segment has two major customers which
collectively accounted for 33% of the segment's total sales in 1994. The four
major customers of the Company's electromechanical devices segment accounted for
30% of the segment's sales in 1994. The Company's electronic assemblies and
displays segment had three major customers which together accounted for 27% of
the segment's sales in 1994.

The Company's domestic sales are handled through independent sales
representatives and distributors or by the Company's sales representatives. All
domestic sales are supported by Company customer service personnel. The
independent sales representatives also sell products for other companies,
although generally not products which compete with Cherry products.

Throughout Europe and the Far East, the Company's products are sold by sales
representatives and through independent distributors. The Company's German
subsidiary supervises sales to the European market. In Japan, sales are directed
by the Company's joint venture, Hirose Cherry Precision Co., Ltd., and occur
through distributors. In India, sales will be directed by Cherry's new joint
venture, TVS Cherry Pvt. Ltd. The Company's products are sold throughout the Far
East (excluding Japan) by Cherasia Limited, which is located in Hong Kong. In
Australia, Cherry products are sold through Cherry Australia Pty. Ltd. The
Company's automotive sales and engineering center in Japan coordinates selling
activities to Japanese automotive manufacturers.

Current backlog figures of the Company are considered to be firm; however,
the Company does not manufacture pursuant to long-term contracts, and therefore
purchase orders are generally cancellable,

21
<PAGE>
subject to payment by the customer for charges incurred up to the date of
cancellation. Total backlog at the end of 1994 was $81.7 million as compared to
$71.1 million at the end of 1993. These backlog amounts should not be considered
indicative of sales for the periods indicated.

PATENTS

The Company has numerous United States and foreign patents and patent
applications. As the Company develops products, it normally seeks patent
protection. Although patents are important to the Company, the Company is not
dependent on any single patent or group of related patents. The Company also
owns various trademarks, trade names and proprietary information, some of which
are considered material assets.

PRODUCT DEVELOPMENT

During 1994, the Company spent approximately $10.4 million on product
development. The Company spent approximately $9.1 million and $8.1 million on
product development in 1993 and 1992, respectively. The percentage of
development expenses reimbursed by customers was not significant in any of the
periods discussed.

EMPLOYEES

As of February 28, 1994, the Company employed approximately 3,300 persons.
The Company is not a party to any collective bargaining agreements and the
Company considers its employee relations to be good.

ENVIRONMENTAL PROTECTION

The Company believes that its manufacturing operations and properties are in
material compliance with existing federal, state and local provisions enacted or
adopted to regulate the discharge of materials into the environment, or
otherwise protect the environment. Such compliance has been achieved without
material effect on Cherry's earnings or competitive position.

RAW MATERIALS AND ENERGY

In general, raw materials used by the Company are available from several
sources. The Company has not experienced significant shortages of raw materials
and, to date, sales have not been adversely affected by either materials or
energy shortages.

FACILITIES

The following table sets forth a summary of the principal land and buildings
owned or leased by the Company and the location and square footage of building
area.

<TABLE>
<CAPTION>
BUILDING
SITE
LOCATION SQUARE FEET LEASED OR OWNED
- ------------------------------------------------------------- ------------ ------------------------------------
<S> <C> <C>
Waukegan, Illinois 345,000 Owned
East Greenwich, Rhode Island 101,000 Owned
El Paso, Texas 62,000 Capital lease, (payable through
December 1995)
Bayreuth, Federal Republic of Germany 18,000 Owned
13,000 Leased (expires December 1997)
Auerbach, Federal Republic of Germany 352,000 Owned
5,000 Leased (expires December 2000)
Ostrov, Czech Republic 20,000 Leased (expires December 1995)
Paris, France 13,600 Leased (expires February 1996)
Harpenden, England 28,000 Owned
North Point, Hong Kong 5,000 Leased (expires April 1996)
</TABLE>

The Company's properties in Illinois, Germany, England and Rhode Island are
used for a combination of administration, production and warehousing activities.
Cherry's properties in France and Hong Kong are used for sales and warehousing
activities. The Company's property in the Czech Republic is used for assembly
operations. The Company is currently expanding its East Greenwich, Rhode Island
facility. The Company's property in El Paso, Texas is an idle building that the
Company is seeking to sell or lease.

22
<PAGE>
MANAGEMENT

The directors and executive officers of Cherry, their ages and positions
with the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- -------------------------------------------------- --- ----------------------------------------
<S> <C> <C>
Peter B. Cherry................................... 47 Chairman of the Board and President
(chief executive officer) of Cherry
Walter L. Cherry.................................. 77 Director and a Development Engineer of
Cherry
Alfred S. Budnick................................. 56 Vice President and Director of Cherry
and President of Cherry Semiconductor
Corporation
Grant T. Hollett, Jr.............................. 52 Vice President of Cherry and President
of Cherry Electrical Products Division
Klaus D. Lauterbach............................... 50 Vice President of Cherry and General
Manager of Cherry Mikroschalter GmbH
Dan A. King....................................... 44 Treasurer, Secretary and Corporate
Controller of Cherry
Thomas L. Martin (1)(2)........................... 72 Director
Robert B. McDermott (1)(2)........................ 67 Director
Peter A. Guglielmi (1)(2)......................... 51 Director
Charles W. Denny (1).............................. 58 Director
<FN>
- ------------------------
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
</TABLE>

Walter L. Cherry and Peter B. Cherry are father and son. There are no other
family relationships among the directors and executive officers.

Peter B. Cherry has served as Chairman of the Board of Cherry since 1992, as
President of Cherry since 1982 and as chief executive officer of Cherry since
1986. Prior to 1986, Mr. Peter Cherry held the position of chief operating
officer of Cherry. Mr. Peter Cherry has been a director of Cherry since 1977.

Walter L. Cherry founded Cherry in 1953. Mr. Walter Cherry served as
Chairman of the Board of Directors and as Chief Executive Officer of Cherry from
its incorporation until 1992 and 1986, respectively. Mr. Walter Cherry currently
serves as a development engineer and as a director of Cherry.

Alfred S. Budnick has served as Vice President of Cherry and as President of
Cherry Semiconductor Corporation since 1977. Mr. Budnick has been a director of
Cherry since 1977.

Grant T. Hollett, Jr. has served as Vice President of Cherry since 1992 and
as President of Cherry Electrical Products Division since 1990. Prior to 1990,
Mr. Hollett served as Executive Vice President of Cherry Electrical Products
Division.

Klaus D. Lauterbach has served as Vice President of Cherry since 1992 and as
General Manager of Cherry Mikroschalter GmbH since 1990. Prior to 1990, Mr.
Lauterbach served as Deputy General Manager and Director of Sales and Marketing
of Cherry Mikroschalter GmbH.

Dan A. King has served as Treasurer and Corporate Controller of Cherry since
1990 and as Secretary of Cherry since 1993. Prior to 1990, Mr. King served as
Corporate Controller of Cherry.

Thomas L. Martin holds the position of President Emeritus of the Illinois
Institute of Technology. Mr. Martin was a director of Kemper Family of Funds
until December 1993. Mr. Martin has been a director of Cherry since 1979.

Robert B. McDermott is a director of Maynard Oil Company and of counsel at
the law firm McDermott, Will & Emery. Mr. McDermott has been a director of
Cherry since 1982.

Peter A. Guglielmi has served as a director of Tellabs, Inc. and as
President of Tellabs International, Inc., a voice and data communications
equipment manufacturer, since 1993. Mr. Guglielmi has served as Chief Financial
Officer of Tellabs, Inc. since 1988. Mr. Guglielmi has been a director of Cherry
since 1993.

Charles W. Denny has served as President and Chief Executive Officer of
Schneider North America and as President and Chief Operating Officer of Square D
Company, an electrical distribution and industrial control products
manufacturer, since 1992. Prior to 1992, Mr. Denny served as Executive Vice
President of Square D Company. Mr. Denny serves as a director of Woodhead
Industries, Inc. Mr. Denny has been a director of Cherry since 1993.

23
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of May 31, 1994 as
adjusted to reflect the Reclassification and the completion of the Offering,
with respect to (i) the beneficial owners of five percent or more of each class
of Common Stock and (ii) the beneficial holdings of each class of Common Stock
held by all executive officers and directors as a group:

<TABLE>
<CAPTION>
PRIOR TO THE OFFERING AFTER THE OFFERING
--------------------- ---------------------
NUMBER OF NUMBER OF
TITLE OF SHARES PERCENT SHARES PERCENT
CLASS OF BENEFICIALLY OF BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNERS COMMON STOCK OWNED CLASS OWNED CLASS
- -------------------------------------------------- ------------ ------------ ------- ------------ -------
<S> <C> <C> <C> <C> <C>
Walter L. Cherry and
Virginia B. (Mrs. Walter L.) Cherry (1)(2)(4)... Class A 1,626,915 34.9% 1,626,915 22.7%
Class B 1,626,915 34.9% 1,626,915 34.9%

Peter B. Cherry (2)(3)(4)......................... Class A 1,398,702 30.0% 1,398,702 19.5%
Class B 1,398,702 30.0% 1,398,702 30.0%

FMR Corp.
82 Devonshire Street, Boston, MA 02109.......... Class A 639,600 13.7% 639,600 8.9%
Class B 639,600 13.7% 639,600 13.7%

All Executive Officers and Directors as a
Group (10 persons) (4).......................... Class A 2,834,750 60.5% 2,834,750 39.6%
Class B 2,834,750 60.5% 2,834,750 60.5%
<FN>
- ------------------------
(1) Mr. and Mrs. Cherry disclaim ownership of the shares held in each other's
name.

(2) The table includes 255,727 shares of each class of Common Stock held by the
Catherine C. Moore Trust for the benefit of Catherine C. Moore, of which
Virginia B. Cherry and Peter B. Cherry (her son) are trustees with the
power to vote the Common Stock and to make dispositions. Virginia and Peter
Cherry disclaim beneficial ownership.

(3) The table includes 47,911 shares of each class of Common Stock held by Mr.
Cherry's wife as trustee for their children, as to which shares Mr. Cherry
disclaims beneficial ownership. The table includes 22,500 shares of each
class of Common Stock held by Act & Co., the nominee of Harris Trust and
Savings Bank, in an irrevocable trust for the benefit of the children of
Mr. and Mrs. Walter L. Cherry. The children have the power to vote and
dispose of such stock. The table also includes 712,000 shares of each class
of Common Stock held by trusts for the benefit of Walter L. Cherry and
Virginia B. Cherry, of which Peter B. Cherry (their son) is trustee with
the power to vote the Common Stock and to make dispositions.

(4) The total number of shares of each class of Common Stock of the Company for
officers and directors includes shares held under options exercisable
within 60 days as follows: Walter L. Cherry, 2,000; Peter B. Cherry, 2,000;
Alfred S. Budnick, 8,666; Grant T. Hollett, Jr., 4,334; Dan A. King, 3,001
and Klaus D. Lauterbach, 1,317.
</TABLE>

As of May 31, 1994, members of the Cherry Family owned approximately 2.8
million shares of each class of Common Stock as adjusted to give effect to the
Reclassification, or approximately 60% of the Common Stock outstanding prior to
the Offering. Upon completion of the Offering, the Cherry Family will still have
sole or shared voting power with respect to approximately 60% of the Class B
Common Stock, and consequently will continue to effectively control the election
of the Company's Board of Directors and any other vote of the holders of the
Class B Common Stock that does not require supermajority approval. Members of
the Cherry Family will be able to sell shares of Class A Common Stock in the
future without adversely affecting their voting percentage. See "Investment
Considerations" and "Description of Capital Stock." The term "Cherry Family" as
used in this Prospectus shall mean Walter L. Cherry, Virginia B. Cherry and
Peter B. Cherry and related trusts.

24
<PAGE>
The Company and its directors, certain officers, and the Cherry Family have
agreed, subject to certain exceptions, that for a period of 180 days from the
date of this Prospectus, they will not offer, sell, contract to sell, grant any
option to purchase or otherwise transfer or dispose of shares of any equity
security of the Company or securities convertible into or evidencing the right
to acquire such equity security, without the prior written consent of the
Representatives (as defined below) of the Underwriters (as defined below). See
"Underwriting."

DESCRIPTION OF CAPITAL STOCK

The following summary description is subject to the detailed provisions of
the Company's Restated Certificate of Incorporation and Amended and Restated
By-laws and does not purport to be complete and is qualified in its entirety by
reference thereto.

The authorized capital stock of the Company consists of 20,000,000 shares of
Class A Common Stock, par value $1.00 per share, and 10,000,000 shares of Class
B Common Stock, par value $1.00 per share. See "Capitalization" for information
on the number of shares of Common Stock outstanding prior to and after the
completion of the Offering.

VOTING

Each share of Class B Common Stock entitles the holder to one vote per share
on all matters, and holders of Class B Common Stock are entitled to vote for the
election of all directors and on all other matters submitted to the stockholders
of the Company (subject to the Class A Protection provision described below).
The Company's Restated Certificate of Incorporation does not permit cumulative
voting. The Class A Common Stock has no voting rights, except as required by the
Restated Certificate of Incorporation and the Delaware General Corporation Law.

Under the Company's Restated Certificate of Incorporation and the Delaware
General Corporation Law, only the affirmative vote of the holders of a majority
of the outstanding shares of Class B Common Stock entitled to vote is required
to amend the Restated Certificate of Incorporation (except as described in the
following paragraph) or to authorize additional shares of either Class A Common
Stock or Class B Common Stock; and the affirmative vote of the holders of
two-thirds of the Class B Common Stock is required to approve any merger or
consolidation of the Company with or into any other corporation or a sale of
substantially all its assets or to approve the dissolution of the Company. The
holders of Class B Common Stock elect the entire Board of Directors. In
addition, as permitted under the Delaware General Corporation Law, the Restated
Certificate of Incorporation provides that the number of authorized shares of
the Common Stock of either class may be increased or decreased, but not below
the number of shares then outstanding, by the affirmative vote of the holders of
a majority of the Class B Common Stock.

Under the Restated Certificate of Incorporation and the Delaware General
Corporation Law, holders of Class A Common Stock are entitled to vote as a class
on proposals to change the par value of the Class A Common Stock or to alter or
change the powers, preferences or special rights of the shares of Class A Common
Stock, including the Class A Protection provision described below, so as to
affect the holders adversely.

DIVIDENDS AND OTHER DISTRIBUTIONS

The holders of Common Stock are entitled to receive dividends when, if and
as declared by the Board of Directors of the Company out of funds legally
available therefor. Each share of Class A Common Stock and Class B Common Stock
is equal with respect to dividends and other distributions in cash, stock or
property (including distributions in connection with any reclassification and
upon liquidation, dissolution or winding up of the Company), except that (i) a
dividend or distribution in cash or property on a share of Class A Common Stock
may be greater than any dividend or distribution in cash or property on a share
of Class B Common Stock, and (ii) dividends or other distributions payable on
the Common Stock in shares of capital stock shall be made to all holders of
Common Stock and may be made (a) in shares of Class A Common Stock to the
holders of Class B Common Stock and to the holders of Class A Common Stock, (b)
in shares of Class B Common Stock to the holders of Class B Common Stock and in
shares of Class A Common Stock to

25
<PAGE>
the holders of Class A Common Stock, or (c) in any other authorized class or
series of capital stock to the holders of both classes of Common Stock. In no
event may either Class A Common Stock or Class B Common Stock be split,
subdivided or combined unless the other is proportionately split, subdivided or
combined. Although the Board of Directors has the authority to pay dividends and
make distributions on the Class A Common Stock in amounts greater than on the
Class B Common Stock, the Board presently intends that if any dividends are
paid, both classes will be paid on an equal per share basis.

MERGERS AND CONSOLIDATIONS

Each holder of Class A Common Stock is entitled to receive the same per
share consideration as the per share consideration, if any, received by any
holder of the Class B Common Stock in a merger or consolidation of the Company.

CLASS A PROTECTION

The Class A Protection provision prevents a person who has exceeded the
specified ownership threshold from gaining control of the Company by acquiring
additional shares of Class B Common Stock without buying shares of Class A
Common Stock. Anyone who acquires more than 10% of the outstanding shares of
Class B Common Stock after July 12, 1994 ("Effective Date") will not be allowed
to vote those shares of Class B Common Stock acquired in excess of the 10% level
unless such person purchases, at an Equitable Price (as defined below), a
percentage of the outstanding shares of Class A Common Stock which is at least
equal to the percentage of the shares of outstanding Class B Common Stock that
the person acquired above the 10% threshold. For example, if a person acquires
15% of the outstanding shares of Class B Common Stock after the Effective Date
but acquires no shares of Class A Common Stock, then that person would be unable
to vote the 5% of the outstanding shares of Class B Common Stock acquired
because such shares are in excess of the 10% threshold. The inability of the
person to vote the excess shares of Class B Common Stock will continue until
such time as a sufficient number of shares of Class A Common Stock have been
acquired by the person at an Equitable Price so that the requirements of the
Class A Protection provision have been satisfied.

An Equitable Price ("Equitable Price") shall be deemed to be paid for the
shares of Class A Common Stock only when they have been acquired at a price at
least equal to the greater of (i) the highest per share price paid by the
acquiring person, in cash or in non-cash consideration, for any shares of Class
B Common Stock acquired within the 60-day periods preceding and following the
acquisition of the shares of Class A Common Stock or (ii) the highest closing
market sale price of a share of Class B Common Stock during the 30-day period
preceding the acquisition of the shares of Class A Common Stock. The value of
any non-cash consideration will be determined by the Board of Directors of the
Company acting in good faith. The highest closing market sale price of a share
of Class B Common Stock will be the highest closing sale price quoted on the
Nasdaq National Market or such securities exchange then constituting the
principal trading market for either class of the Common Stock. In the event that
no quotations are available, the highest closing market sale price will be the
fair market value of a share of Class B Common Stock during the 30-day period as
determined by the Board of Directors of the Company acting in good faith.

Under the Class A Protection provision, an acquisition of shares of Class B
Common Stock is deemed to include any shares that a person acquires for valuable
consideration, directly or indirectly, in one transaction or a series of
transactions, or with respect to which that person acts or agrees to act in
concert with any other person. Unless there are affirmative attributes of
concerted action, however, "acting or agreeing to act in concert with any other
person" will not include actions taken or agreed to be taken by persons acting
in their official capacities as directors or officers of the Company or actions
by persons merely because they are related by blood or marriage. Also, an
acquisition of shares of Class B Common Stock will not be deemed to include
acquisitions by bequest or inheritance, by operation of law upon the death of
any individual, or by any other transfer without valuable consideration,
including a gift that is made in good faith and not for purposes of
circumventing the Class A Protection provision.

The Class A Protection provision does not apply to any increase in a
holder's percentage ownership of Class B Common Stock resulting solely from a
change in the total number of shares of Class B Common Stock outstanding as the
result of a repurchase of shares of Class B Common Stock by the Company since
the

26
<PAGE>
last date on which that holder acquired shares of Class B Common Stock.
Furthermore, the provision does not prevent the voting of shares of Class B
Common Stock which could otherwise be voted merely because the owner disposes of
Class A Common Stock. The Class A Protection provision also provides that to the
extent that the voting power of any Class B Common Stock cannot be exercised
pursuant to the Class A Protection provision, that Class B Common Stock will not
be included in the determination of the voting power of the Company for any
purposes under the Restated Certificate of Incorporation or under the Delaware
General Corporation Law.

LIMITED CONVERTIBILITY

Except as described below, neither the Class A Common Stock nor the Class B
Common Stock is convertible into another class of Common Stock or any other
security of the Company. The Class A Common Stock may be converted into Class B
Common Stock on a share-for-share basis by a resolution of the Board of
Directors if, as a result of the existence of the Class A Common Stock, either
class of Common Stock is excluded from quotation on the Nasdaq National Market
(or any national securities exchange on which the Common Stock is then listed).

In addition, if at any time the number of outstanding shares of Class B
Common Stock, as reflected on the stock transfer books of the Company, falls
below 10% of the aggregate number of outstanding shares of Class A Common Stock
and Class B Common Stock, then, all the outstanding shares of Class A Common
Stock shall be automatically converted into shares of Class B Common Stock, on a
share-for-share basis immediately upon the occurrence of such event. For
purposes of the immediately preceding sentence, any shares of Class A Common
Stock or Class B Common Stock repurchased by the Company shall no longer be
deemed "outstanding" from and after the date of repurchase.

PREEMPTIVE RIGHTS

The Common Stock does not carry any preemptive rights enabling a holder to
subscribe for or receive shares of any class of stock of the Company or any
other securities convertible into shares of any class of stock of the Company.

TRANSFERABILITY; TRADING MARKET

Both classes of Common Stock are freely transferable and are quoted on the
Nasdaq National Market.

TRANSFER AGENT AND REGISTRAR

The transfer agent and the registrar of the Company's Common Stock is Harris
Trust and Savings Bank.

27
<PAGE>
UNDERWRITING

Subject to the terms and conditions of an underwriting agreement (the
"Underwriting Agreement"), the underwriters named below (the "Underwriters"),
for whom Donaldson, Lufkin & Jenrette Securities Corporation and Cleary Gull
Reiland & McDevitt Inc. are acting as representatives (the "Representatives"),
have severally agreed to purchase an aggregate of 2,500,000 shares of Class A
Common Stock. The number of shares of Class A Common Stock that each Underwriter
has agreed to purchase is set forth opposite its name below:

<TABLE>
<S> <C>
NUMBER OF
UNDERWRITERS SHARES
- --------------------------------------------------------------------------------- ----------
Donaldson, Lufkin & Jenrette Securities Corporation.............................. 1,366,000
Cleary Gull Reiland & McDevitt Inc............................................... 274,000
Bear, Stearns & Co. Inc.......................................................... 40,000
CS First Boston Corporation...................................................... 40,000
A.G. Edwards & Sons, Inc......................................................... 40,000
Goldman, Sachs & Co.............................................................. 40,000
Kidder, Peabody & Co. Incorporated............................................... 40,000
Lehman Brothers.................................................................. 40,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated............................... 40,000
Morgan Stanley & Co. Incorporated................................................ 40,000
PaineWebber Incorporated......................................................... 40,000
Salomon Brothers Inc............................................................. 40,000
Smith Barney Inc................................................................. 40,000
Wertheim Schroder & Co. Incorporated............................................. 40,000
Robert W. Baird & Co. Incorporated............................................... 20,000
William Blair & Company.......................................................... 20,000
J. C. Bradford & Co.............................................................. 20,000
The Chicago Corporation.......................................................... 20,000
Cowen & Co....................................................................... 20,000
First Southwest Company.......................................................... 20,000
Janney Montgomery Scott Inc...................................................... 20,000
Johnston, Lemon & Co. Incorporated............................................... 20,000
Josephthal, Lyon & Ross, Inc..................................................... 20,000
Kemper Securities, Inc........................................................... 20,000
Ladenburg, Thalmann & Co. Inc.................................................... 20,000
C.J. Lawrence/Deutsche Bank Securities Corporation............................... 20,000
Legg Mason Wood Walker Incorporated.............................................. 20,000
McDonald & Company Securities, Inc............................................... 20,000
The Robinson-Humphrey Company, Inc............................................... 20,000
Roney & Co....................................................................... 20,000
Stifel, Nicolaus & Company, Incorporated......................................... 20,000
Fahnestock & Co. Inc............................................................. 10,000
Harris Nesbitt Thomson Securities Inc............................................ 10,000
C. L. King & Associates, Inc..................................................... 10,000
Pennsylvania Merchant Group Ltd.................................................. 10,000
----------
Total.................................................................... 2,500,000
----------
----------
</TABLE>

The Underwriting Agreement provides that the Underwriters' obligations are
subject to certain conditions and that the Underwriters must purchase all of the
Class A Common Stock (other than the shares covered by the over-allotment option
described below) if any are purchased.

The Representatives have advised the Company that the Underwriters propose
to offer the Class A Common Stock to the public initially at the public offering
price set forth on the cover page of this

28
<PAGE>
Prospectus and to certain dealers at such price less a concession not in excess
of $0.45 per share of Class A Common Stock. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of $0.10 per share on sales to
other dealers. After the Offering, the Price to the Public, concessions and
discounts to dealers may be changed by the Representatives.

The Company has granted to the Underwriters an option, exercisable at any
time within 30 days after the date of this Prospectus, to purchase from the
Company up to 375,000 additional shares of Class A Common Stock at the public
offering price less Underwriting Discounts and Commissions. The Underwriters may
exercise the option solely for the purpose of covering over-allotments, if any,
made in connection with the sale of the Class A Common Stock offered hereby. To
the extent that the Underwriters exercise such option, each Underwriter will be
obligated, subject to certain conditions, to purchase a number of additional
shares of Class A Common Stock proportionate to such Underwriter's initial
commitment.

The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), and to contribute to payments the Underwriters may be
requested to make in respect of those liabilities where indemnification is
unavailable.

The Company and its directors, certain officers, and the Cherry Family have
agreed that for a period of 180 days from the date of this Prospectus, they will
not offer, sell, contract to sell, grant any option to purchase or otherwise
transfer or dispose of shares of any equity security of the Company or
securities convertible into or evidencing the right to acquire such equity
security, without the prior written consent of the Representatives, except for
the granting of stock options and the issuance of shares pursuant to employee
stock option and stock purchase plans and bona fide gifts of shares by
directors, officers or members of the Cherry Family to family members or to
charities.

The Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "CHERA."

LEGAL MATTERS

The validity of the issuance of the Class A Common Stock offered hereby and
certain other legal matters will be passed upon for the Company by McDermott,
Will & Emery, Chicago, Illinois. Certain legal matters related to this Offering
will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher &
Flom, Chicago, Illinois. Robert B. McDermott, a director of the Company and of
counsel at McDermott, Will & Emery, owns 17,000 shares of Class A Common Stock
and 17,000 shares of Class B Common Stock.

EXPERTS

The consolidated financial statements and schedules of the Company, included
in this Prospectus and elsewhere in the Registration Statement, to the extent
and for the periods indicated in their reports, have been audited by Arthur
Andersen & Co., independent public accountants, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to said reports, which include an explanatory paragraph with
respect to the change in the method of accounting for income taxes effective
March 1, 1993 as discussed in Note B to the Notes to Consolidated Financial
Statements.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-2 (the "Registration
Statement," which term shall encompass all amendments, exhibits, annexes and
schedules thereto), pursuant to the Securities Act, and the rules and
regulations promulgated thereunder, covering the shares being offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, and to which reference is hereby
made. Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not

29
<PAGE>
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Commission under the Exchange Act. The Registration Statement, as well as
such reports, proxy statements and other information filed by the Company with
the Commission, may be inspected at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should also be available for inspection and copying
at the regional offices of the Commission located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

The Company's Common Stock is quoted on the Nasdaq National Market. The
Company's periodic reports and proxy statements filed under the Exchange Act as
well as other information concerning the Company can be inspected at The Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.

INCORPORATION BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-8955) are incorporated in this Prospectus by reference and hereby made a part
hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994, as amended by Form 10-K/A-1 thereto dated June 15, 1994, (ii)
the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1994,
and (iii) the Company's Current Reports on Form 8-K dated May 18, 1994, July 6,
1994 and July 13, 1994.

Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by reference (without
exhibits to such documents other than exhibits specifically incorporated by
reference into such documents). Requests should be directed to The Cherry
Corporation, Attention: Dan A. King, Treasurer, Secretary and Corporate
Controller, 3600 Sunset Avenue, Waukegan, Illinois 60087 (telephone: (708)
662-9200).

30
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Public Accountants................................................................... F-2
Consolidated Statements of Earnings for the years ended the last day of February 1992, 1993 and 1994....... F-3
Consolidated Balance Sheets as of the last day of February 1993 and 1994................................... F-4
Consolidated Statements of Cash Flows for the years ended the last day of February 1992, 1993 and 1994..... F-5
Consolidated Statements of Stockholders' Investment for the years ended the last day of February 1992, 1993
and 1994................................................................................................. F-6
Notes to Consolidated Financial Statements................................................................. F-7
Condensed Consolidated Statement of Earnings for the three months ended May 31, 1993
and 1994................................................................................................. F-18
Condensed Consolidated Balance Sheets as of February 28, 1994 and May 31, 1994............................. F-19
Condensed Consolidated Statements of Cash Flows for the three months ended May 31, 1993 and 1994........... F-20
Notes to Condensed Consolidated Financial Statements....................................................... F-21
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of The Cherry Corporation:

We have audited the accompanying consolidated balance sheets of The Cherry
Corporation (a Delaware corporation) and subsidiaries as of the last day of
February, 1994 and 1993, and the related consolidated statements of earnings,
cash flows and stockholders' investment for each of the three years ended the
last day of February, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Cherry Corporation and
subsidiaries as of the last day of February, 1994 and 1993, and the results of
their operations and cash flows for each of the three years ended the last day
of February, 1994, in conformity with generally accepted accounting principles.

As discussed in Note B to the consolidated financial statements, effective
March 1, 1993, the Company changed its method of accounting for income taxes.

ARTHUR ANDERSEN & CO.

Chicago, Illinois
May 3, 1994
(Except with respect to the matter discussed in
Note J as to which the date is July 12, 1994)

F-2
<PAGE>
THE CHERRY CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(DOLLARS IN THOUSANDS EXCEPT EARNINGS PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED LAST DAY OF FEBRUARY
----------------------------------
1992 1993 1994
---------- ---------- ----------
<S> <C> <C> <C>
SALES AND COSTS:
Net sales................................................................ $ 228,631 $ 266,231 $ 275,269
Cost of products sold.................................................... 167,981 189,710 195,090
---------- ---------- ----------
Gross margin............................................................. 60,650 76,521 80,179
---------- ---------- ----------
EXPENSES:
Research and engineering................................................. 12,380 14,162 15,230
Distribution............................................................. 19,145 21,664 22,843
Administration........................................................... 22,477 24,014 24,346
---------- ---------- ----------
Operating expenses....................................................... 54,002 59,840 62,419
---------- ---------- ----------
EARNINGS:
Earnings from operations................................................. 6,648 16,681 17,760
Interest expense......................................................... (5,919) (5,383) (3,919)
Other income, net........................................................ 2,226 636 1,342
---------- ---------- ----------
Earnings before income taxes, extraordinary tax credit and cumulative
effect of change in accounting principle............................... 2,955 11,934 15,183
Income tax provision (benefit)--Note B................................... (819) 4,216 5,692
---------- ---------- ----------
Earnings before extraordinary tax credit and cumulative effect of change
in accounting principle................................................ 3,774 7,718 9,491
Extraordinary tax credit--Note B......................................... 891 2,539 --
Cumulative effect of change in method of accounting for income
taxes--Note B.......................................................... -- -- 1,542
---------- ---------- ----------
Net earnings............................................................. $ 4,665 $ 10,257 $ 11,033
---------- ---------- ----------
---------- ---------- ----------
EARNINGS PER SHARE--NOTE J:
Before extraordinary tax credit and cumulative effect of change in
accounting principle................................................... $ .41 $ .84 $ 1.02
Extraordinary tax credit................................................. .10 .28 --
Cumulative effect of change in accounting principle...................... -- -- .17
---------- ---------- ----------
Net earnings............................................................. $ .51 $ 1.12 $ 1.19
---------- ---------- ----------
---------- ---------- ----------
AVERAGE SHARES OUTSTANDING--NOTE J......................................... 9,113,490 9,184,228 9,299,848
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE>
THE CHERRY CORPORATION

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THE LAST DAY OF
FEBRUARY
----------------------
1993 1994
---------- ----------
<S> <C> <C>
ASSETS

Current assets:
Cash and equivalents.................................................................... $ 1,331 $ 2,697
Receivables, less allowances of $2,339 and $2,330, respectively......................... 42,821 45,016
Inventories--Note D..................................................................... 32,091 34,481
Income taxes, net....................................................................... 1,800 1,154
Prepaid expenses........................................................................ 2,509 931
---------- ----------
Total current assets................................................................ 80,552 84,279
Land, buildings & equipment at cost:
Land.................................................................................... 1,647 1,639
Buildings and improvements.............................................................. 71,603 71,770
Machinery and equipment................................................................. 141,980 154,564
Construction in progress................................................................ 3,498 7,974
---------- ----------
218,728 235,947
Less: accumulated depreciation............................................................ 125,363 138,271
---------- ----------
Total land, buildings & equipment, net.............................................. 93,365 97,676
Other assets:
Investment in affiliate and other, net--Note A.......................................... 9,302 11,593
---------- ----------
Total assets........................................................................ $ 183,219 $ 193,548
---------- ----------
---------- ----------

LIABILITIES AND STOCKHOLDERS' INVESTMENT
<S> <C> <C>

Current liabilities:
Short-term debt--Note E................................................................. $ 1,479 $ 5,736
Accounts payable........................................................................ 13,644 14,243
Payroll related accruals................................................................ 7,904 8,452
Other accruals.......................................................................... 7,782 11,527
Current maturities of long-term debt--Note E............................................ 5,952 4,926
---------- ----------
Total current liabilities........................................................... 36,761 44,884
Long-term debt--Note E.................................................................. 50,817 42,970
Deferred income taxes, net and deferred credits......................................... 13,627 12,218
Stockholders' investment:
Common stock ($1 par value)
Authorized 10,000,000 shares; issued and outstanding 4,644,452 in 1993 and 4,661,099 in
1994.................................................................................. 4,644 4,661
Additional paid-in capital.............................................................. 9,979 10,200
Retained earnings....................................................................... 62,009 73,042
Cumulative translation adjustments...................................................... 5,382 5,573
---------- ----------
Total stockholders' investment...................................................... 82,014 93,476
---------- ----------
Total liabilities and stockholders' investment............................................ $ 183,219 $ 193,548
---------- ----------
---------- ----------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-4
<PAGE>
THE CHERRY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THE
LAST DAY OF FEBRUARY
---------------------------------
1992 1993 1994
--------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings................................................................. $ 4,665 $ 10,257 $ 11,033
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization.............................................. 16,729 18,023 16,720
Cumulative effective of change in accounting principle..................... -- -- (1,542)
Loss on sale of land, buildings, equipment and intangibles................. 358 198 4
Income from unconsolidated affiliate....................................... (532) (510) (643)
Changes in assets and liabilities:
(Increase) decrease in receivables....................................... 4,167 (9,821) (2,880)
(Increase) in inventories................................................ (671) (1,193) (2,989)
(Decrease) increase in accounts payable.................................. (1,691) 4,532 784
(Increase) decrease in income taxes, net................................. (8,416) 5,687 654
Increase in deferred income taxes........................................ 3,942 654 1,335
(Increase) decrease in other working capital, excluding cash and
short-term borrowings.................................................. (611) (956) 5,871
--------- ---------- ----------
Total adjustments........................................................ 13,275 16,614 17,314
--------- ---------- ----------
Net cash provided by operating activities.................................. 17,940 26,871 28,347
--------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of land, buildings and equipment.......................... 471 239 28
Expenditures for land, buildings and equipment............................... (9,429) (19,456) (23,390)
Other........................................................................ (415) 656 (445)
--------- ---------- ----------
Net cash used by investing activities...................................... (9,373) (18,561) (23,807)
--------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings................................. (210) (10,537) 4,447
Increase in domestic revolver and uncommitted credit facilities.............. 807 3,149 3,651
Principal payments on long-term debt......................................... (7,819) (10,269) (11,383)
Proceeds from long-term debt................................................. -- 5,485 --
Equity and other transactions................................................ 10 605 238
--------- ---------- ----------
Net cash used by financing activities...................................... (7,212) (11,567) (3,047)
--------- ---------- ----------
Effect of exchange rate changes on cash flows.................................. (94) 42 (127)
--------- ---------- ----------
Net increase (decrease) in cash and equivalents................................ 1,261 (3,215) 1,366
Cash and equivalents, at beginning of year..................................... 3,285 4,546 1,331
--------- ---------- ----------
Cash and equivalents, at end of year........................................... $ 4,546 $ 1,331 $ 2,697
--------- ---------- ----------
--------- ---------- ----------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest (net of amount of capitalized).................................... $ 6,027 $ 5,288 $ 4,041
Income taxes (net of refunds).............................................. $ 2,775 $ (4,663) $ 3,703
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-5
<PAGE>
THE CHERRY CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THE
LAST DAY OF FEBRUARY
-------------------------------
1992 1993 1994
--------- --------- ---------
<S> <C> <C> <C>
COMMON STOCK ($1 PAR VALUE):
Outstanding at beginning of year............................................... $ 4,555 $ 4,567 $ 4,644
Sale of common stock........................................................... 12 77 17
--------- --------- ---------
Outstanding at end of year..................................................... $ 4,567 $ 4,644 $ 4,661
--------- --------- ---------
ADDITIONAL PAID-IN CAPITAL:
Balance of beginning of year................................................... $ 9,399 $ 9,452 $ 9,979
Sale of common stock........................................................... 53 527 221
--------- --------- ---------
Balance at end of year......................................................... $ 9,452 $ 9,979 $ 10,200
--------- --------- ---------
RETAINED EARNINGS:
Balance at beginning of year................................................... $ 47,087 $ 51,752 $ 62,009
Net earnings................................................................... 4,665 10,257 11,033
--------- --------- ---------
Balance at end of year......................................................... $ 51,752 $ 62,009 $ 73,042
--------- --------- ---------
CUMULATIVE TRANSLATION ADJUSTMENTS:
Balance at beginning of year................................................... $ 7,149 $ 5,278 $ 5,382
Translation adjustments during year............................................ (1,871) 104 191
--------- --------- ---------
Balance at end of year......................................................... $ 5,278 $ 5,382 $ 5,573
--------- --------- ---------
TOTAL STOCKHOLDERS' INVESTMENT................................................... $ 71,049 $ 82,014 $ 93,476
--------- --------- ---------
--------- --------- ---------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. Investments in 50% owned affiliates are
accounted for on the equity method. All significant intercompany accounts and
transactions have been eliminated in consolidation.

INVESTMENT IN AFFILIATES

The investment in a 50% owned affiliate in Japan is accounted for on the
equity method. Retained earnings at February 28, 1994, includes $6,221 which
represents the Company's share of the undistributed earnings of this
unconsolidated affiliate. On February 15, 1994, the Company announced the
formation of a 50-50 joint venture in India. The investment, to be made in
fiscal 1995, will be accounted for on the equity method.

CASH AND EQUIVALENTS

Cash and equivalents consist of cash and highly liquid securities with
original maturities of three months or less. The carrying amount approximates
fair value.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is determined by
the last-in, first-out (LIFO) method for approximately 37% and 34% of the
Company's inventories as of the last day of February 1994 and 1993,
respectively. For the remaining inventories, cost is determined by the first-in,
first-out (FIFO) method. Inventory costs include material, labor and
manufacturing overhead.

LAND, BUILDINGS & EQUIPMENT

Land, buildings and equipment are carried at cost or, in the case of
capitalized leases, at the lower of the present value of minimum lease payments
or the fair value of the leased property. For financial reporting purposes,
depreciation expense is provided on a straight-line basis, using estimated
useful lives of 5 to 50 years for buildings and improvements, and 3 to 12 years
for machinery and equipment. Accelerated methods have been used for tax purposes
when appropriate.

Expenditures for maintenance, repairs and renewals of minor items are
charged to expense as incurred. Major renewals and improvements are capitalized.
Upon disposition, the cost and related accumulated depreciation are removed from
the accounts and the resulting gain or loss is reflected in earnings for the
period.

INCOME TAXES

Effective March 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes." Provision is made
for the income tax effects of all transactions in the consolidated statements of
earnings to the extent required.

The provision for income taxes includes federal, foreign, state and local
income taxes currently payable and those deferred because of temporary
differences between the financial statement and tax bases of assets and
liabilities.

The undistributed earnings of the United Kingdom subsidiary and Japanese
affiliate will continue to be invested indefinitely. Federal income taxes on
distribution of these earnings, if any, would not be significant.

CURRENCY TRANSLATION

Foreign entity financial statements are translated to U.S. dollars in
accordance with SFAS No. 52 "Foreign Currency Translation." Assets and
liabilities of foreign operations are translated into U.S. dollars

F-7
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)
at year-end rates of exchange. Profit and loss items are translated at the
average exchange rates prevailing during the year. Resulting translation
adjustments are reported separately in Stockholders' Investment, net of
interperiod tax allocations.

The Company selectively enters into forward contracts in its management of
foreign currency transaction exposures. Gains or losses on forward contracts
designated to hedge a foreign currency transaction are included in the
measurement of income. At February 28, 1994, the Company had no forward
contracts outstanding.

EARNINGS PER SHARE

Earnings per share is computed based on the average number of shares of
common stock outstanding during each year. Stock options are not dilutive and
therefore were excluded from the computation of earnings per share. See Note J.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to current year
presentation.

NOTE B: INCOME TAXES

Effective March 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes," which
requires the use of the liability method of accounting for deferred income
taxes. As of March 1, 1993, the cumulative effect of the change was a deferred
tax benefit of $1,542, or $.17 per share, related primarily to recognition of
the benefit of net operating loss carryforwards. The results presented for 1993
and 1992 are prepared under Accounting Principles Board Opinion No. 11, using
the deferred method.

<TABLE>
<CAPTION>
YEAR ENDED THE
LAST DAY OF FEBRUARY
-------------------------------
1992 1993 1994
--------- --------- ---------
<S> <C> <C> <C>
Earnings before income taxes, extraordinary tax credit and cumulative effect of
accounting change:
United States..................................................................... $ 2,309 $ 7,613 $ 10,683
Foreign........................................................................... 646 4,321 4,500
</TABLE>

<TABLE>
<CAPTION>
DEFERRED DEFERRED LIABILITY
METHOD METHOD METHOD
--------- ----------- -----------
YEAR ENDED THE
LAST DAY OF FEBRUARY
-----------------------------------
1992 1993 1994
--------- ----------- -----------
<S> <C> <C> <C>
Provisions for income taxes:
Current:
Federal and state.............................................................. $ 298 $ 1,151 $ 3,648
Foreign........................................................................ (5,866) 851 1,219
--------- ----------- -----------
Current provision (benefit).................................................... (5,568) 2,002 4,867
--------- ----------- -----------
Deferred:
Federal and state.............................................................. -- (794) 536
Foreign........................................................................ 3,858 469 289
--------- ----------- -----------
Deferred provision (benefit)................................................... 3,858 (325) 825
--------- ----------- -----------
Utilization of operating loss carryforwards...................................... 891 2,539 --
--------- ----------- -----------
Total income tax provision (benefit)............................................. $ (819) $ 4,216 $ 5,692
--------- ----------- -----------
--------- ----------- -----------
</TABLE>

F-8
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

<TABLE>
<CAPTION>
DEFERRED DEFERRED LIABILITY
METHOD METHOD METHOD
----------- ----------- -----------
YEAR ENDED THE
LAST DAY OF FEBRUARY
-------------------------------------
1992 1993 1994
----------- ----------- -----------
<S> <C> <C> <C>
Provisions for deferred income taxes:
Tax over book depreciation....................................................... $ 282 $ 149 $ 599
Product line consolidation....................................................... 433 (253) (240)
Reversal of previously recorded benefit on undistributed earnings................ 3,211 -- --
Foreign tax on undistributed earnings............................................ 131 (18) (35)
Inventory reserves............................................................... (87) (157) (147)
Utilization of tax credits....................................................... 269 340 1,051
Intercompany profit in inventory................................................. 332 (110) 109
Reinstatement of deferred taxes.................................................. 6 341 --
Warranty reserves................................................................ (222) (16) (14)
Valuation reserves............................................................... -- -- (301)
Other items, net................................................................. (497) (601) (197)
----------- ----- -----------
Deferred provision (benefit)..................................................... $ 3,858 $ (325) $ 825
----------- ----- -----------
----------- ----- -----------
</TABLE>

Reconciliations of the differences between income taxes computed at federal
statutory tax rates and the consolidated provisions of income taxes are as
follows:

<TABLE>
<CAPTION>
YEAR ENDED THE
LAST DAY OF FEBRUARY
-------------------------------
1992 1993 1994
--------- --------- ---------
<S> <C> <C> <C>
Income taxes computed at federal statutory tax rates................................ $ 1,005 $ 4,058 $ 5,162
Equity in earnings of unconsolidated affiliate...................................... (181) (173) (217)
Foreign tax differentials........................................................... (187) 296 194
Withholding tax rate reduction coincident with repatriation of foreign earnings..... (1,799) -- --
Current taxation of unremitted foreign earnings, net of foreign tax credit.......... -- (340) (170)
State tax provisions, net of federal benefits....................................... 127 381 663
Other, net.......................................................................... 216 (6) 60
--------- --------- ---------
Consolidated provision (benefit).................................................... $ (819) $ 4,216 $ 5,692
--------- --------- ---------
--------- --------- ---------
</TABLE>

The income tax provision (benefit) for the years ended the last day of
February 1993 and 1992 represent the charge (benefit) for income taxes that
would have been required had the Company not been able to utilize operating loss
carryforwards. The tax benefits of $2,539 and $891 for 1993 and 1992,
respectively, resulting from utilizing loss carryforwards, are presented as
extraordinary items.

At February 28, 1994, the Company had pre-merger U.S. NOL carryforwards of
$2,142 which expire in 1999 and 2000. The Company also has foreign tax credit
carryforwards of $1,250 which expire in the years 1995 to 1998, and are
available to reduce future taxes.

In fiscal 1993, the Company's German subsidiary declared a stock dividend of
$19,760 which resulted in a tax benefit from refundable taxes of $6,372 from the
German government partially offset by withholding taxes of $1,087. In fiscal
1992, the Company realized a book benefit of $1,976 as a result of the reduction
in the Treaty withholding tax rate. Also in 1992, the Company realized a German
tax benefit of $1,208 from net operating loss carrybacks to 1991.

F-9
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

The net current and noncurrent components of deferred income taxes
recognized in the balance sheet at February 28, 1994 follows:

<TABLE>
<CAPTION>
1994
---------
<S> <C>
Net noncurrent liabilities..................................................... $ 12,591
Net current assets............................................................. 5,477
---------
Net liability.................................................................. $ 7,114
---------
---------
</TABLE>

The amounts above include a valuation allowance of $2,253 relating primarily
to noncurrent tax assets for net operating loss and foreign tax credit
carryforwards due to the uncertainty of realizing the benefit of the
carryforwards. The net change in the valuation allowance for deferred tax assets
was a decrease of $324 which relates primarily to benefits arising from the use
of foreign tax credit carryforwards.

The tax effects of the significant temporary differences which comprise the
deferred tax liabilities and assets at February 28, 1994, follows:

<TABLE>
<CAPTION>
1994
---------
<S> <C>
Liabilities:
Depreciation................................................................. $ 7,272
Foreign currency translation................................................. 2,942
Other........................................................................ 2,377
---------
Gross deferred tax liabilities............................................... 12,591
---------

Assets:
Reserves..................................................................... 1,936
Undistributed earnings of foreign subsidiaries............................... 1,349
Nondeductible accruals....................................................... 785
Pre-merger U.S. NOL carryforward............................................. 728
Foreign tax credit carryforward.............................................. 1,250
Other........................................................................ 1,682
Valuation allowance for deferred tax assets.................................. (2,253)
---------

Net deferred tax assets...................................................... 5,477
---------

Net deferred tax liability................................................... $ 7,114
---------
---------
</TABLE>

F-10
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

NOTE C: SUPPLEMENTARY INCOME STATEMENT INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED THE
LAST DAY OF FEBRUARY
-------------------------------
1992 1993 1994
--------- --------- ---------
<S> <C> <C> <C>
Costs and expenses
Depreciation and amortization.................................................. $ 16,729 $ 18,023 $ 16,720
Research and development....................................................... 8,083 9,102 10,424
Advertising.................................................................... 2,537 2,966 3,075
Maintenance and repairs........................................................ 2,422 2,791 2,937
Rentals........................................................................ 3,400 2,087 1,782
Taxes other than payroll and income taxes...................................... 949 902 834
- ------------------------------------------------------------------------------------------------------------------
Other income (expense)
Earnings of affiliate.......................................................... $ 532 $ 510 $ 643
Interest income and net royalties.............................................. 164 160 99
Foreign exchange............................................................... 243 (457) 46
Other, net..................................................................... 1,287 423 554
--------- --------- ---------
Total other income, net...................................................... $ 2,226 $ 636 $ 1,342
--------- --------- ---------
--------- --------- ---------
</TABLE>

NOTE D: INVENTORIES

<TABLE>
<CAPTION>
THE LAST
DAY OF FEBRUARY
--------------------
1993 1994
--------- ---------
<S> <C> <C>
Inventories
Raw materials............................................................................. $ 3,036 $ 3,270
Component parts........................................................................... 7,251 7,627
Work-in-process........................................................................... 10,570 12,114
Finished goods............................................................................ 11,234 11,470
--------- ---------
Total inventories........................................................................... $ 32,091 $ 34,481
--------- ---------
--------- ---------
Excess of replacement cost over the stated value of LIFO inventories...................... $ 4,568 $ 4,270
</TABLE>

NOTE E: DEBT

<TABLE>
<CAPTION>
THE LAST
DAY OF FEBRUARY
--------------------
1993 1994
--------- ---------
<S> <C> <C>
Short-term debt:
(With foreign banks)
Bank loans outstanding.................................................................. $ 1,479 $ 5,736
Weighted average interest rate.......................................................... 11% 6.6%

During the Year
Maximum month-end borrowings............................................................ $ 11,847 $ 6,566
Average month-end borrowings............................................................ 7,445 4,546
Weighted average interest rate.......................................................... 11.2% 7.6%
</TABLE>

F-11
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

<TABLE>
<CAPTION>
THE LAST DAY OF
FEBRUARY
--------------------
1993 1994
--------- ---------
<S> <C> <C>
Long-term debt:
Foreign obligations:
Construction, mortgage and equipment loans (at 4% to 9.05%, secured by real estate in the
amount of $30,262 in the Federal Republic of Germany) due in periodic installments
through 2012............................................................................ $ 28,895 $ 22,403
Capital lease obligations payable in installments through fiscal 1997 with a weighted
average interest rate of 12%............................................................ 3,772 2,641
Domestic obligations:
Notes payable (at an interest rate of 10%) secured by domestic accounts receivable,
inventory, equipment and real estate (paid off on March 16, 1993)....................... 4,500 --
Borrowings under revolving credit agreement with interest at LIBOR plus 1.50% or prime
rate, secured by domestic accounts receivable, inventory, equipment and real estate
(with interest at 5.75% at February 28, 1994)........................................... 18,149 1,800
Borrowings under uncommitted, unsecured credit facilities with interest at LIBOR plus .75%
(weighted average interest of 4.06% at February 28, 1994)............................... -- 20,000
Capital lease obligations payable in installments through 1996 with a weighted average
interest rate of 7.1% at February 28, 1994.............................................. 1,453 1,052
--------- ---------
56,769 47,896
Less current maturities 5,952 4,926
--------- ---------
Long-term debt.............................................................................. $ 50,817 $ 42,970
--------- ---------
--------- ---------
</TABLE>

The following payments, exclusive of capitalized lease payments, are
required during the next five fiscal years: 1995 - $3,694; 1996 - $11,151; 1997
- -$24,387; 1998 - $1,424; 1999 - $1,424.

Terms of the German long-term debt agreements contain certain provisions
restricting payment of dividends to the parent. Included in retained earnings
are $29,022 of undistributed earnings of the German subsidiaries.

Subsequent to year end, the Company amended its domestic credit facility and
increased the borrowing limit from $35 million to $45 million. The facility is
secured by domestic accounts receivable and inventory; however, borrowings are
not dependent upon the level of collateral. The interest rate on this amended
agreement is the prime rate or, depending upon the Company's financial
performance, LIBOR plus .75% to 1.25%. The commitment fee is also dependent upon
the Company's financial performance and ranges from 1/5 of 1% to 3/10 of 1% on
the unused portion. The facility has an initial maturity of March 31, 1997, but
may be extended for an additional year on both the first and second anniversary
dates upon mutual agreement of the Company and the banks.

The covenants for this amended credit facility pertain to consolidated and
domestic net worth levels, consolidated and domestic debt to capital ratios,
domestic cash flow coverage and domestic cash flow to debt levels, among others.
Additionally, this facility limits the Company's domestic borrowings to $45
million. The Company was in compliance with all covenants under all credit
agreements at February 28, 1994.

During the current fiscal year, the Company entered into three uncommitted,
unsecured credit facilities totaling $35 million. These facilities are utilized
when the borrowing rates available under them are below those available under
the committed facility. Borrowings under these facilities, which by their terms
are due within one year, have been classified as long-term. These obligations
are supported by unused commitments under the domestic credit facility, and it
is the Company's intent to maintain them as long-term.

F-12
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

The Company is party to four separate interest rate cap agreements. Under
two agreements, the Company is protected against interest rate increases above
5.5% LIBOR on $15 million of floating rate debt through November 1997. Under the
other agreements, the Company is protected against interest rate increases above
6.0% LIBOR on $10 million of floating rate debt through March 1998. The
aggregate cost of these four agreements was $600.

As of February 28, 1994, the Company had unused lines of credit available
for working capital of approximately $13.2 million for U.S. operations and $19.2
million for foreign operations.

The fair value of the Company's long-term debt, excluding capital leases, at
February 28, 1994, was estimated to be $43.8 million. This estimate is based on
the current rates available to the Company for debt of the same remaining
maturities, using the discounted cash flow method.

NOTE F: LEASES

The Company leases land, automobiles, machinery and equipment under
noncancellable operating leases which expire over the next twenty-six years.
Renewal and escalation clauses are not significant.

During fiscal 1993, the Company's German subsidiary entered into a capital
lease agreement for substantially all of its computer equipment valued at
$5,337.

Land, buildings and equipment include capitalized leases of $7,419 and
$7,662 less accumulated amortization of $3,244 and $2,289 as of the last day of
February 1994 and 1993, respectively.

Future minimum lease payments under capitalized and long-term noncancellable
operating leases are as follows:

<TABLE>
<CAPTION>
CAPITALIZED OPERATING
LEASES LEASES
----------- -----------
<S> <C> <C>
1995.................................................................. $ 1,560 $ 1,448
1996.................................................................. 1,784 1,156
1997.................................................................. 920 500
1998.................................................................. -- 303
1999.................................................................. -- 161
Thereafter............................................................ -- 436
----------- -----------

Total minimum lease payments.......................................... $ 4,264 $ 4,004
-----------
-----------
Less amount representing interest..................................... 571
-----------
Total obligations under capitalized leases............................ $ 3,693
-----------
-----------
</TABLE>

NOTE G: CONTINGENCIES

The Company is named in various suits and claims which arise in the normal
course of business. Where appropriate, the Company engages legal counsel and
disputes these claims. The Company believes that it has meritorious defenses,
and, although the ultimate outcomes cannot be determined at the present time, it
believes the final disposition of these matters will not materially affect the
Company's financial position or results of operations. The Company has no
material off-balance-sheet financial risks.

F-13
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

NOTE H: EMPLOYEE BENEFIT PLANS

STOCK OPTION PLAN

The Company's existing incentive stock option plan was established in June
1982 by stockholder approval and reserved 225,000 shares for distribution. Under
United States tax law, this plan's capability to grant new incentive stock
options has expired. As a result, this plan may grant only non-qualified stock
options after June 1992. Prior to the expiration of the incentive option
granting capability, 28,700 options were granted at $15.00 in fiscal 1993. As of
February 28, 1994, 65,613 shares are available for grant.

The following table summarizes the transactions pursuant to the Company's
stock option plan for the three-year period ended February 28, 1994:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OPTION PRICES
----------- ------------------
<S> <C> <C>
Options outstanding at February 28, 1991................................. 141,000 $8.25 to $18.25
Granted................................................................ 63,000 7.50
Cancelled.............................................................. (2,000) 8.75
Expired................................................................ (72,575) 12.375
-----------
Options outstanding at February 29, 1992................................. 129,425 7.50 to 18.25
Granted................................................................ 28,700 15.00
Cancelled.............................................................. (3,000) 8.25 to 18.25
Expired................................................................ (4,775) 14.75
Exercised.............................................................. (58,823) 7.50 to 18.25
-----------
Options outstanding at February 28, 1993................................. 91,527 7.50 to 18.25
Cancelled.............................................................. (4,367) 7.50 to 8.75
Expired................................................................ (250) 18.25
Exercised.............................................................. (8,967) 7.50 to 15.00
-----------
Options outstanding at February 28, 1994................................. 77,943 7.50 to 15.00
-----------
-----------
Exercisable at February 28, 1994......................................... 43,978 $7.50 to $15.00
</TABLE>

Share and per share amounts have not been restated to reflect the
Reclassification. See Note J.

EMPLOYEE STOCK PURCHASE PLAN

Full-time domestic employees as of December 1 of the preceding calendar year
are eligible to contribute 10% of their calendar year base pay up to a maximum
of five thousand dollars towards the purchase of the Company's common stock. The
purchase price is equal to the lower of 95% of the beginning or end-of-
calendar-year quoted Nasdaq price. Under the plan, 7,680, 18,718 and 12,027
shares were issued at $19.95, $5.46 and $5.46 per share during fiscal 1994, 1993
and 1992, respectively. At February 28, 1994, 124,630 shares are available for
issuance under the plan. No restatement of the shares reserved under the
employee stock purchase plan is required with respect to the Reclassification.

BONUS, PROFIT SHARING AND RETIREMENT PLANS

The Company and its operating entities have various bonus, profit sharing
and retirement plans. The Company's bonus plans cover qualified management
employees. The payouts of these bonus plans are based on attainment of operating
results and other key performance goals. The established Company profit sharing
plans cover substantially all employees for an operating entity. Domestically,
the profit sharing plan is qualified under Section 401(k) of the Internal
Revenue Code. It allows for employee contributions and employer contributions.
For foreign operations, the profit sharing plans provide for the payment of a
defined percent of wages. Certain key foreign employees are eligible for a
one-time lump sum payment on retirement or involuntary termination, the amounts
of which are accrued over the employee's estimated service. During fiscal 1994,
1993 and 1992, the expenses for these plans were $3,654, $2,717 and $1,712,
respectively.

F-14
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

FUTURE ACCOUNTING CHANGES

Statement of Financial Accounting Standards (SFAS) No. 112 "Employers'
Accounting for Postemployment Benefits," when adopted is not expected to be
material.

NOTE I: SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

The Company manufactures and distributes a wide range of industrial
component parts.

Identifiable assets report only the assets used in the operation of that
business segment. All other assets are shown separately as corporate assets.
Corporate assets include cash, other current and noncurrent assets and the
Company's investment in the unconsolidated affiliate.

THE PRINCIPAL SEGMENTS ARE:

ELECTROMECHANICAL DEVICES:

Snap-action, selector and automobile special use switches principally for
use in automobiles, home appliances, office and industrial equipment, and
vending machines.

ELECTRONIC ASSEMBLIES AND DISPLAYS:

Keyboards, keyboard switches, gas discharge displays and automotive
electronics for use in a variety of products, including data entry
terminals, automobiles, industrial and commercial control devices, business
machines and amusement products.

SEMICONDUCTOR DEVICES:

Principally linear integrated circuits for use in automotive, computer and
industrial control equipment.

<TABLE>
<CAPTION>
ELECTRO- ELECTRONIC SEMI-
MECHANICAL ASSEMBLIES CONDUCTOR CORPORATE
FISCAL YEAR DEVICES & DISPLAYS DEVICES AND OTHER CONSOLIDATED
- --------------------------------------------------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
1994
Net sales...................................... $ 118,057 $ 101,461 $ 55,751 $ 275,269
Earnings from operations....................... 8,550 2,190 7,020 17,760
Identifiable assets............................ 71,527 68,537 36,661 $ 16,823 193,548
Depreciation and amortization.................. 7,065 6,595 2,997 63 16,720
Additions to land, buildings and equipment,
net.......................................... 11,243 5,087 7,026 23,356
1993
Net sales...................................... $ 111,130 $ 110,178 $ 44,923 $ 266,231
Earnings from operations....................... 8,279 2,951 5,451 16,681
Identifiable assets............................ 70,433 69,514 29,474 $ 13,798 183,219
Depreciation and amortization.................. 7,488 7,731 2,741 63 18,023
Additions to land, buildings and equipment,
net.......................................... 7,583 7,545 4,149 (254) 19,023
1992
Net sales...................................... $ 96,108 $ 96,502 $ 36,021 $ 228,631
Earnings (loss) from operations................ 6,971 (3,307) 2,984 6,648
Identifiable assets............................ 61,599 71,825 25,765 $ 22,391 181,580
Depreciation and amortization.................. 6,815 7,071 2,843 16,729
Additions to land, buildings and equipment,
net.......................................... 3,858 3,628 761 8,247
</TABLE>

F-15
<PAGE>
THE CHERRY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)

GEOGRAPHIC AREA INFORMATION

Intercompany sales between geographic areas are made at prices approximating
market and are eliminated from total net sales. No single customer accounts for
more than 10% of net sales. The Company's international operations are conducted
principally in Western Europe through wholly owned subsidiaries and in Hong Kong
and Australia through sales offices.

<TABLE>
<CAPTION>
UNITED ELIMINATIONS
FISCAL YEAR STATES INTERNATIONAL & CORPORATE CONSOLIDATED
- --------------------------------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
1994
Net sales............................................ $ 155,647 $ 119,622 $ 275,269
Transfers between areas.............................. 1,714 17,534 $ (19,248)
Total net sales...................................... 157,361 137,156 (19,248) 275,269
Earnings (loss) from operations...................... 15,130 4,571 (1,941) 17,760
Identifiable assets.................................. 84,388 92,337 16,823 193,548
1993
Net sales............................................ $ 131,477 $ 134,754 $ 266,231
Transfers between areas.............................. 1,803 17,215 $ (19,018)
Total net sales...................................... 133,280 151,969 (19,018) 266,231
Earnings (loss) from operations...................... 11,725 6,800 (1,844) 16,681
Identifiable assets.................................. 70,320 99,101 13,798 183,219
1992
Net sales............................................ $ 105,380 $ 123,251 $ 228,631
Transfers between areas.............................. 2,120 13,634 $ (15,754)
Total net sales...................................... 107,500 136,885 (15,754) 228,631
Earnings (loss) from operations...................... 5,581 1,812 (745) 6,648
Identifiable assets.................................. 56,727 102,462 22,391 181,580
</TABLE>

Net assets, including intercompany balances, of foreign subsidiaries and
affiliate at year-end were $56,007 (1994), $54,081 (1993), and $52,479 (1992).

NOTE J: SUBSEQUENT EVENT

On July 12, 1994, the Company filed with the Delaware Secretary of State an
amended and restated Certificate of Incorporation, which (i) increased the
number of authorized shares of common stock of the Company from 10,000,000 to
30,000,000, consisting of 20,000,000 shares of Class A Common Stock and
10,000,000 shares of Class B Common Stock, (ii) reclassified the Prior Common
Stock as Class B Common Stock, (iii) authorized a new class of non-voting stock
designated as Class A Common Stock, and (iv) established the rights, powers and
limitations of the Class A Common Stock and the Class B Common Stock. On June
16, 1994 the Board of Directors authorized a stock dividend of one share of
Class A Common Stock for each share of Prior Common Stock outstanding on July
11, 1994. Earnings per share and average shares outstanding have been restated
to reflect the Stock Dividend. The Stock Dividend had the same effect on the
total number of shares of Common Stock outstanding as a two-for-one stock split.

F-16
<PAGE>
QUARTERLY DATA
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA AND AS OTHERWISE STATED)
(UNAUDITED)

<TABLE>
<CAPTION>
EARNINGS PER SHARE
--------------------------------
EARNINGS BEFORE BEFORE EXTRAORDINARY
EXTRAORDINARY TAX TAX CREDIT AND CUMU-
CREDIT AND LATIVE EFFECT OF
CUMULATIVE CHANGE
FISCAL NET GROSS EFFECT OF CHANGE IN NET IN ACCOUNTING
YEAR SALES MARGIN ACCOUNTING PRINCIPLE EARNINGS PRINCIPLE NET
- ------------------------- ---------- --------- -------------------- --------- --------------------- ---------

<S> <C> <C> <C> <C> <C> <C>
1994..................... $ 275,269 $ 80,179 $ 9,491 $ 11,033 $ 1.02 $ 1.19
---------- --------- ------- --------- ------ ---------
Quarters:
Fourth............... 70,879 22,589 3,738 3,738 .40 .40
Third................ 72,954 21,321 3,057 3,057 .33 .33
Second............... 61,805 16,166 461 461 .05 .05
First................ 69,631 20,103 2,235 3,777 .24 .41

1993..................... $ 266,231 $ 76,521 $ 7,718 $ 10,257 $ .84 $ 1.12
---------- --------- ------- --------- ------ ---------
Quarters:
Fourth............... 66,203 18,403 1,686 2,128 .18 .23
Third................ 69,206 19,523 2,014 2,684 .22 .29
Second............... 63,288 18,523 1,658 2,285 .18 .25
First................ 67,534 20,072 2,360 3,160 .26 .35
</TABLE>

F-17
<PAGE>
THE CHERRY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MAY 31,
--------------------------
1993 1994
------------ ------------
<S> <C> <C>
Net sales............................................................................. $ 69,631 $ 79,647
Cost of products sold................................................................. 49,528 54,744
------------ ------------
Gross margin........................................................................ 20,103 24,903
Engineering, distribution and administrative expenses................................. 15,867 18,077
------------ ------------
Operating income.................................................................... 4,236 6,826
Interest expense...................................................................... (1,031) (875)
Other income, net..................................................................... 310 418
------------ ------------
Earnings before income taxes and cumulative effect of change in accounting
principle........................................................................... 3,515 6,369
Income tax provision.................................................................. 1,280 2,452
------------ ------------
Earnings before cumulative effect of change in accounting principle................... 2,235 3,917
Cumulative effect of change in method of accounting for income taxes-- Note 3......... 1,542 --
------------ ------------
Net earnings.......................................................................... $ 3,777 $ 3,917
------------ ------------
------------ ------------
Earnings per share--Note 4:
Before cumulative effect of change in accounting principle.......................... $ .24 $ .42
Cumulative effect of change in accounting principle................................. .17 --
------------ ------------
Net earnings........................................................................ $ .41 $ .42
------------ ------------
------------ ------------
Average shares outstanding--Note 4.................................................... 9,289,204 9,325,752
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-18
<PAGE>
THE CHERRY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FEBRUARY 28, MAY 31,
1994 1994
(NOTE 1) (UNAUDITED)
------------ -----------
<S> <C> <C>
ASSETS

Cash and equivalents................................................................... $ 2,697 $ 5,093
Receivables, net of allowances......................................................... 45,016 46,306
Inventories--Note 2.................................................................... 34,481 35,988
Income taxes, net...................................................................... 1,154 1,058
Prepaid expenses....................................................................... 931 1,762
------------ -----------
Total current assets............................................................. 84,279 90,207
Land, buildings and equipment, net..................................................... 97,676 103,318
Investment in affiliates and other, net................................................ 11,593 11,994
------------ -----------
Total assets..................................................................... $ 193,548 $ 205,519
------------ -----------
------------ -----------

LIABILITIES AND STOCKHOLDERS' INVESTMENT
<S> <C> <C>

Short-term debt........................................................................ $ 5,736 $ 2,899
Accounts payable....................................................................... 14,243 15,292
Payroll related accruals............................................................... 8,452 10,332
Other accruals......................................................................... 11,527 11,774
Current maturities of long-term debt................................................... 4,926 13,761
------------ -----------
Total current liabilities........................................................ 44,884 54,058
Long-term debt......................................................................... 42,970 39,551
Deferred income taxes, net and deferred credits........................................ 12,218 13,317
Stockholders' investment--Note 4:
Common Stock, par value $1.00 per share; 10,000,000 shares authorized; 4,661,099
issued and outstanding............................................................. $ 4,661 $ --
Class A Common Stock, par value $1.00 per share; 20,000,000 shares authorized;
4,665,765 shares issued and outstanding, as adjusted............................... -- 4,666
Class B Common Stock, par value $1.00 per share; 10,000,000 shares authorized;
4,665,765 shares issued and outstanding, as adjusted............................... -- 4,666
Additional paid-in capital........................................................... 10,200 10,242
Retained earnings.................................................................... 73,042 72,293
Cumulative translation adjustment.................................................... 5,573 6,726
------------ -----------
Total stockholders' investment..................................................... $ 93,476 $ 98,593
------------ -----------
Total liabilities and stockholders' investment................................... $ 193,548 $ 205,519
------------ -----------
------------ -----------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-19
<PAGE>
THE CHERRY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
MAY 31,
--------------------
1993 1994
--------- ---------
<S> <C> <C>
Net cash provided by operating activities.................................................. $ 5,843 $ 8,524
Cash flow from investing activities:
Expenditures for land, building and equipment............................................ (4,063) (8,046)
Other, net............................................................................... (40) (278)
--------- ---------
Net cash used by investing activities...................................................... (4,103) (8,324)
--------- ---------
Cash flows from financing activities:
Increase (decrease) in short-term debt................................................... 1,531 (2,991)
Increase in domestic revolver and uncommitted credit facilities.......................... 1,051 5,200
Principal payments on long-term debt..................................................... (2,113) (823)
Equity and other transactions............................................................ 4 49
--------- ---------
Net cash provided (used) by financing activities........................................... 473 1,435
--------- ---------
Effect of exchange rate changes on cash flows.............................................. 102 761
--------- ---------
Net increase (decrease) in cash and equivalents............................................ 2,315 2,396
Cash and equivalents, at beginning of year................................................. 1,331 2,697
--------- ---------
Cash and equivalents, at end of period..................................................... $ 3,646 $ 5,093
--------- ---------
--------- ---------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-20
<PAGE>
THE CHERRY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated balance sheet as of May 31, 1994 and the
condensed consolidated statements of earnings and the condensed consolidated
statements of cash flows for the three months ended May 31, 1993 and 1994, have
been prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
May 31, 1994, and for all periods presented, have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the accompanying
annual financial statements and notes. The results of operations for the three
months ended May 31, 1994 are not necessarily indicative of the operating
results for a full year.

2. INVENTORIES

Inventory values were as follows:

<TABLE>
<CAPTION>
FEB. 28, MAY 31,
1994 1994
--------- ---------
<S> <C> <C>
Finished goods................................................ $ 11,470 $ 10,511
Work-in-process............................................... 12,114 13,148
Component parts............................................... 7,627 8,748
Raw materials................................................. 3,270 3,581
--------- ---------
$ 34,481 $ 35,988
--------- ---------
--------- ---------
</TABLE>

3. CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES

Effective March 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 ("SFAS 109") Accounting for Income Taxes. Under
this statement, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Deferred tax assets are to be recognized
for temporary differences that will result in deductible amounts in future
years, if in the opinion of management, it is more likely than not that the
deferred tax assets will be realized.

The result of adopting SFAS No. 109 was a one time increase to net income of
$1,542 reported as the cumulative effect of a change in accounting principle in
the first quarter of fiscal 1994.

4. SUBSEQUENT EVENT

On July 12, 1994, the Company filed with the Delaware Secretary of State an
amended and restated Certificate of Incorporation, which (i) increased the
number of authorized shares of common stock of the Company from 10,000,000 to
30,000,000, consisting of 20,000,000 shares of Class A Common Stock and
10,000,000 shares of Class B Common Stock, (ii) reclassified the Prior Common
Stock as Class B Common Stock, (iii) authorized a new class of non-voting stock
designated as Class A Common Stock, and (iv) established the rights, powers and
limitations of the Class A Common Stock and the Class B Common Stock. On June
16, 1994 the Board of Directors authorized a stock dividend of one share of
Class A Common Stock for each share of Prior Common Stock outstanding on July
11, 1994. Earnings per share, average shares outstanding and stockholders'
investment (as of May 31, 1994) have been restated to reflect the Stock
Dividend. The Stock Dividend had the same effect on the total number of shares
of Common Stock outstanding as a two-for-one stock split.

F-21
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
[GRAPHICS OMITTED; SEE GRAPHICS APPENDIX AT THE END OF THIS DOCUMENT.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary............................. 3
Investment Considerations...................... 7
Reclassification............................... 8
Use of Proceeds................................ 9
Price Range of Common Stock.................... 9
Dividend Policy................................ 10
Capitalization................................. 10
Selected Consolidated Financial Data........... 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 12
Business....................................... 17
Management..................................... 23
Principal Stockholders......................... 24
Description of Capital Stock................... 25
Underwriting................................... 28
Legal Matters.................................. 29
Experts........................................ 29
Available Information.......................... 29
Incorporation by Reference..................... 30
Index to Consolidated Financial Statements..... F-1
</TABLE>

2,500,000 SHARES

[LOGO]

THE CHERRY CORPORATION

CLASS A COMMON STOCK

-------------------

P R O S P E C T U S

-------------------

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

CLEARY GULL REILAND &
MCDEVITT INC.

AUGUST 11, 1994

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

GRAPHICS APPENDIX

On page 2 of the printed Prospectus, the foldout from page 2 and the inside
back cover of the printed Prospectus fifteen graphics appear. In accordance with
Rule 304 of Regulation S-T they are described as follows:

1. Under the caption "AUTOMOTIVE MARKET" on page 2, there are four
pictures described as follows:

(a) Picture 1 shows two Cherry armrest assemblies, one in wood and
one in plastic over the caption: "Cherry armrest assemblies include switches and
electronics that control power windows, seats, locks and mirrors."

(b) Picture 2 shows two Cherry electronic control modules over the
caption: "Cherry electronic control modules are used to operate power
sunroofs."

(c) Picture 3 shows a transparent four-door sedan with 16 tags
indicating Cherry products used in the automobile over the caption: "Cherry's
switch assemblies, semiconductors and electronic control modules are used to
operate or control many modern car features."

The 16 tags are: Convertible Top; Seat Belts; Airbag; Speed Control;
Tachometer/Speedometer; HVAC Control; Power Window, Lock, Seat, Mirror Control;
Engine Computer; Electronic Ignition; Voltage Regulator; Memory Seat; Door Lock;
Anti-Lock Brakes; Trunk Lock; Rear Defogger; Sunroof.

(d) Picture 4 shows a Cherry semiconductor wafer over the caption:
"Cherry's semiconductor products are used in engine and ignition controls,
instrumentation and ABS systems."

2. Under the caption "COMPUTER MARKET" on the foldout from page 2, there
are four pictures described as follows:

(a) Picture 1 shows 11 Cherry semiconductor products over the
caption: "Cherry's semiconductors control spindle speed and head position in
hard disk drives."

(b) Picture 2 shows a value-added Cherry keyboard over the caption:
"Value-added keyboards with integrated magnetic card readers are used in retail
and hospitality applications."

(c) Picture 3 shows an airline terminal keyboard and monitor situated
on a desk with a partial image of the operator touching the keyboard and the
monitor shows an initial United Airlines screen. There is no caption.

(d) Picture 4 shows six pushwheel switches over the caption:
"Cherry's switches are used to link peripherals, such as disk drives and
printers, within computer networks."

<PAGE>

3. Under the caption "CONSUMER AND COMMERCIAL MARKET" on the foldout from
page 2, there are four pictures described as follows:

(a) Picture 1 shows a Xerox photocopier and accessories with a Cherry
manual in the foreground and a Cherry product box on the left side of the
picture. There is no caption.

(b) Picture 2 shows nine Cherry power conversion semiconductors over
the caption: "Many consumer devices rely on Cherry's sophisticated power
conversion semiconductors."

(c) Picture 3 shows six Cherry snap-action switches over the caption:
"Cherry snap-action switches are found in many home appliances and in office
equipment."

(d) Picture 4 shows two integrated control panels over the caption:
"Integrated control panels for large mail sorting postage machines are
manufactured by Cherry."

4. Under the caption "MANUFACTURING PROCESS TECHNOLOGIES" on the inside
back cover, there are three pictures described as follows:

(a) Picture 1 shows a Cherry "clean room" which is used to
manufacture semiconductor products over the caption: "New process capabilities
are vital to Cherry's ability to introduce new proprietary products."

(b) Picture 2 shows an automated assembly of keyboards over the
caption: "Automated assembly of keyboards is essential to achieve low cost and
also is important in assuring consistent high quality."

(c) Picture 3 shows an automated assembly of switches over the
caption: "Cherry's current process technologies are vital to meet customer
expectations for quality, cost, delivery and service. Flexible automation allows
the Company to produce 41 versions of power window and door lock switches on one
piece of equipment."