HARRIS CORP /DE/
8-K, 1996-08-08
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K


                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): July 23, 1996
- --------------------------------------------------------------------------------

                              Harris Corporation
- --------------------------------------------------------------------------------
              (Exact name of registrant as specified in charter)


       Delaware                   1-3863                  34-0276860
- -------------------------       ------------            --------------
(State or other juris-          (Commission             (IRS Employer
diction of incorporation)       File Number)            Identification
                                                        Number)

1025 W. NASA Boulevard, Melbourne, Florida                      32919
- ------------------------------------------                    ---------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number area code:                 (407) 727-9100

                                     None
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)
<PAGE>   2
ITEM 5. OTHER EVENTS.

        In August 1991, PLS, Inc., a California software company, filed suit
against the Registrant in the Superior Court of California for San Diego
County, alleging fraud, breach of contract and other charges in connection with
an August 11, 1989 license agreement. The Registrant had transferred the
license agreement in January 1990 to a third party, which thereafter filed
for bankruptcy protection. In December 1992, the jury returned a verdict in
favor of the plaintiff. In May 1993, the court entered judgment against the
Registrant for $13,379,000 in compensatory damages and $53,424,700 in punitive
damages, together with attorney fees, interest and costs of suit. The
Registrant posted a bond to stay enforcement of the judgment and filed a notice
of appeal. On July 23, 1996, the California Court of Appeal rendered its
opinion. The Court of Appeal concluded there was insufficient evidence to
support a finding of fraud and reversed the award of punitive damages. The
Court of Appeal affirmed the lower court's judgment finding the Registrant
liable for breach of contract, and remanded the matter to the lower court for
retrial solely on the issue of compensatory damages -- with directions to limit
the period of time for which damages can be awarded to July 15, 1991.

        On July 24, 1996, the Registrant issued a press release announcing its
financial results for the fiscal year ended June 30, 1996. The Registrant
reported sales of $3.621 billion for the fiscal year ended June 30, 1996, an
increase of more than 5 percent over the sales of $3.444 billion reported for
the previous year. The Registrant reported earnings per share for the year were
up 16 percent to $4.58 compared to $3.95 for the previous year, and net income
rose 15 percent to $178.4 million compared with $154.5 million in the previous
year. A copy of the press release is filed herewith as Exhibit 99 and is
incorporated herein by reference.

        On May 15, 1996, the Registrant's Registration Statement on Form S-3
(Commission File No. 333-3111) was declared effective by the Commission. This
Current Report on Form 8-K also is being filed for the purpose of amending the
Registration Statement to include the exhibit set forth below as Exhibit 4.

ITEM 7. EXHIBITS.


<TABLE>
<CAPTION>
Exhibit No.                     Description
- -----------                     -----------
<S>                             <C>
   4                            Form of 6.65% Note due August 1, 2006.

  99                            Press Release of Harris Corporation.

</TABLE>



<PAGE>   3
                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        HARRIS CORPORATION


Date: August 8, 1996                    By:  /s/ David S. Wasserman
                                           ------------------------------
                                            David S. Wasserman
                                            Vice President - Treasurer


                                     -2-
<PAGE>   4
                                EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                             Description
- -----------                             -----------
<S>                             <C> 
 4                              Form of 6.65% Note due August 1, 2006.

 99                             Press Release of Harris Corporation.






</TABLE>





                                     -3-


<PAGE>   1
                                                                       Exhibit 4


                                 [FORM OF NOTE]

                             [FORM OF FACE OF NOTE]



                               HARRIS CORPORATION

                         6.65% Note Due August 1, 2006

REGISTERED                                                       REGISTERED
No. N                                                            $
   ------------                                                   ---------
                                                              CUSIP: 413 875 AD7

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (the "Depositary"), to the
issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IN WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.*

     THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR A SUCCESSOR OF THE DEPOSITARY OF A NOMINEE OF SUCH SUCCESSOR.

     HARRIS CORPORATION, a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to  
                                             ----------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
or registered assignees (each a "Holder"), the principal sum of
_________________ DOLLARS, on August 1, 2006 (the "Stated Maturity Date")
(except to the extent repaid prior to the Stated Maturity Date) and to pay
interest thereon at 6.65% per annum from August 1, 1996 (the "Original Issue
Date"), until the principal hereof is paid or duly made available for payment,
semiannually in arrears on the first day of February and August (each an
"Interest Payment Date") in each year, commencing on

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

*        Applies only if this Note is a Global Note.


<PAGE>   2



February 1, 1997, and on the Stated Maturity Date (or on August 1, 2001 (the
"Optional Repayment Date"), if the Holder hereof exercises such Holder's
optional repayment right as set forth on the reverse hereof, the Stated Maturity
Date and Optional Repayment Date being herein referred to as a "Maturity Date"
with respect to the principal or interest paid on such date).

                  Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from the Original Issue Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date, will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to an Interest Payment Date (whether or not a Business Day)
(the "Record Date"); PROVIDED, however, that interest payable on any Maturity
Date will be payable to the person to whom the principal hereof shall be
payable. Any interest not punctually paid or duly provided for shall be payable
as provided in the Indenture.

                  As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in the
City of New York.

                  Payment of the principal of this Note and the interest due at
any Maturity Date will be made in immediately available funds, upon surrender of
this Note at the office of the Trustee in the City of New York, or if required
by the terms of the Indenture, at an office or agency of the Company maintained
for that purpose in the Borough of Manhattan, City and State of New York in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. If this Note is in
definitive registered form, payments of interest, other than interest due on any
Maturity Date, will be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register.
Notwithstanding the foregoing, payments of principal of and interest payable on
any Maturity Date will be made by wire transfer of immediately available funds
to a designated account maintained in the United States upon (i) receipt of
written notice by the Trustee from the Holder hereof not less than one Business
Day prior to the due date of such principal and (ii) presentation of this Note
to the Trustee at the Trustee's office at 450 West 33rd Street, New York, New
York 10001 (the "Corporate Trust Office"). A Holder of $10,000,000 or more in
aggregate principal amount of Notes in definitive registered form may by written
request to the Trustee at the Corporate Trust Office (or at such other address
as the Company shall give notice in writing), not later than 15 calendar days
prior to an Interest Payment Date, arrange to have the interest payable on all
Notes


                                    Face - 2

<PAGE>   3



held by such Holder on such Interest Payment Date, and all subsequent Interest
Payment Dates until written notice to the contrary is given to the Trustee, made
by wire transfer of immediately available funds to a designated account
maintained in the United States. If this Note is registered in the name of the
Depositary or its nominee, payments of interest on this Note will be made by
wire transfer of immediately available funds to the Depositary.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place, and to the
Indenture, as defined on the reverse side hereof.

                  Unless the certificate of authentication hereon has been
executed by the Trustee under the Indenture referred to on the reverse hereof by
manual signature of one of its authorized representatives, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed, manually or in facsimile, under its corporate seal.

DATED:                                 HARRIS CORPORATION

[SEAL]

                                       By:
                                          --------------------------
                                          Authorized Signatory

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes 
of the series designated 
herein and referred to in the
within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
  as Trustee

By: 
     -----------------------------
     Authorized Representative


                                    Face - 3

<PAGE>   4



                            [Form of Reverse of Note]

                          6.65% Note Due August 1, 2006

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

                  This Note is one of a duly authorized issue of securities (the
"Securities") of the Company issued and to be issued in one or more series under
an Indenture, dated as of May 1, 1996 (the "Indenture," which term includes all
indentures supplemental thereto), between the Company and Chemical Bank (now
known as The Chase Manhattan Bank), as Trustee (the "Trustee," which term
includes any successor trustee under the Indenture as to the series of which the
Note is a part), to which Indenture reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the holders of the Notes ("Holders") and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The
terms of the Indenture are hereby incorporated by reference herein.

                  This Note is not redeemable by the Company prior to maturity
and is not subject to any sinking fund.

                  This Note is subject to repayment at the option of the Holder
on the Optional Repayment Date. On the Optional Repayment Date this Note shall
be repayable in whole or in increments of $1,000 at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment (except as
provided below). For this Note to be repaid, the Trustee must receive, at its
offices at 450 West 33rd Street, New York, New York 10001, or, if required by
the terms of the Indenture, at an office or agency to be maintained by the
Company in the Borough of Manhattan, City and State of New York, during the
period from and including June 1, 2001 to and including July 1, 2001 or, if such
July 1, 2001 is not a Business Day, the next succeeding Business Day, (i) this
Note with the form entitled "Option to Elect Repayment" below duly completed, or
(ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc., or a commercial bank or a trust company in the United States of America,
setting forth the name of the registered holder of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note with the form entitled "Option to Elect Repayment" below duly
completed will be received by the Company not later than five business days
after the date of such telegram, telex, facsimile transmission or letter and
this Note and such form duly completed are received by the Company by such fifth
business day. Exercise of such repayment option by the Holder hereof shall be
irrevocable. All questions as the validity, eligibility (including time of
receipt) and the acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.



                                  Reverse - 1

<PAGE>   5



                  Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Dates or any Maturity Date, as the case
may be. Interest payments for this Note will be computed and paid on the basis
of a 360-day year of twelve 30-day months.

                  In the case where the Interest Payment Date or any Maturity
Date does not fall on a Business Day (as defined on the face hereof), payment of
interest or principal otherwise payable on such date shall be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or on any Maturity Date, and no interest shall accrue for
the period from and after the Interest Payment Date or any Maturity Date to such
next succeeding Business Day.

                  This Note and all the obligations of the Company hereunder are
direct, unsecured obligations of the Company, and rank without preference or
priority among themselves and PARI PASSU with all other existing and future
unsecured and unsubordinated indebtedness of the Company.

                  The Indenture provides that, (i) if an Event of Default (as
defined in the Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of Securities issued under the
Indenture, including the series of Securities of which this Note forms a part,
or due to the default in the performance or observance of any other covenant or
agreement of the Company applicable to the Securities of such series but not
applicable to all Outstanding Securities issued under the Indenture shall have
occurred and be continuing, either the Trustee or the Holders of not less than
25% in aggregate principal amount of the Securities of each affected series
(voting as a single class) issued under the Indenture and then Outstanding may
then declare the entire principal of all Securities of each such affected series
and interest accrued thereon to be due and payable immediately and (ii) if an
Event of Default due to a default in the performance of any other of the
covenants or agreements in the Indenture applicable to all Outstanding
Securities issued thereunder, including this Note, due to certain events of
bankruptcy, insolvency and reorganization of the Company, or due to defaults
under and acceleration of other indebtedness under the circumstances described
in the Indenture, shall have occurred and be continuing, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of all Securities
issued under the Indenture and then Outstanding (treated as one class) may
declare the entire principal of all such Securities and interest accrued thereon
to be due and payable immediately; PROVIDED that upon certain conditions such
declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of or premium, if any, or interest on
such Securities) by the Holders of a majority in aggregate principal amount of
the Securities of such series (or of all of the Securities, in the case of
defaults described in clause (ii) then Outstanding).


                                  Reverse - 2

<PAGE>   6




                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than 66-2/3% in
aggregate principal amount of the Securities at the time Outstanding of each
series to be affected, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture (including any prior
supplemental indenture) or modifying in any manner the rights and obligations of
the Holders of the Securities of each series to be affected and of the Company;
PROVIDED, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any of the Securities, or reduce the principal amount thereof,
or reduce the rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, or reduce the principal amount
of a Security issued with original issue discount due and payable upon
acceleration or the amount thereof provable in bankruptcy, or impair or affect
the right of any Holder to institute suit for the payment thereof or, if the
Securities provide therefor, any right to repayment at the option of the Holder,
in each case without the consent of the Holder of each Security so affected, or
(ii) reduce the aforesaid percentage of Securities the Holders of which are
required to consent to any such supplemental indenture, without the consent of
the Holders of all Outstanding Securities so affected.

                  Any such consent or any waiver of a past default by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in exchange
herefor or in place hereof, irrespective of whether or not any notation of such
consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company
(which term includes any successor corporation under the Indenture), which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.

                  This Note is transferable by the registered Holder herein in
person or by his attorney duly authorized in writing at the office of the
Trustee in the City of New York or, if required by the terms of the Indenture,
at an office or agency to be maintained by the Company in the Borough of
Manhattan, the City and State of New York, but only in the manner, subject to
the limitations, and upon payment of the charges provided in the Indenture, and
upon surrender and cancellation of this Note. Upon any transfer a new registered
Note or Notes of authorized denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange therefor.

                  The Notes of this series are issuable only in fully
registered form in denominations of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000. As


                                  Reverse - 3

<PAGE>   7



provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for an equal aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same, at the office of the Trustee in the City of New
York or, if required by the terms of the Indenture, at an office or agency to be
maintained by the Company in the Borough of Manhattan, the City and State of New
York, without payment of any service or other charge except for any stamp or
other tax or governmental charge in connection therewith.

                  The Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the registered Holder hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and notwithstanding any
notice of ownership or writing hereof made by anyone other than the Company or
any Security Registrar), for the purpose of receiving payment hereof or on
account hereof or interest hereon and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

                  No recourse shall be had for the payment of the principal of
or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor, either directly or through the Company
or any successor, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment or legal or equitable proceeding or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

                  The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York, except as may otherwise be
required by mandatory provisions of law.

                  All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.



                                  Reverse - 4

<PAGE>   8



                            OPTION TO ELECT REPAYMENT

                  The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at 
                                             ----------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned).

                  For this Note to be repaid, the Trustee must receive, at its
offices at 450 West 33rd Street, New York, New York 10001, or, if required by
the terms of the Indenture, at an office or agency to be maintained by the
Company in the Borough of Manhattan, City and State of New York, during the
period from and including June 1, 2001 to and including July 1, 2001 or, if such
July 1, 2001 is not a Business Day, the next succeeding Business Day, (i) this
Note with this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or a trust company in the United States of America, setting
forth the name of the registered holder of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note with this "Option to Elect Repayment" form duly completed will be received
by the Company not later than five business days after the date of such
telegram, telex, facsimile transmission or letter and this Note and form duly
completed are received by the Company by such fifth business day.

                  If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be in increments of $1,000)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be $1,000 or any amount in excess thereof which is an
integral multiple of $1,000) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).

$------------------------           ---------------------------
                                    NOTICE:  The signature on
Date                                this Option to Elect Repayment
    --------------------            must correspond with the name
                                    as written upon the face of
                                    this Note in every particular,
                                    without alteration or
                                    enlargement or any change
                                    whatever.



                                  Reverse - 5

<PAGE>   9



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

                                  ABBREVIATIONS

          The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM - as tenants in common

                  UNIF GIFT MIN ACT -- ...........Custodian.............
                                                                 (Minor)

                        Under Uniform Gifts to Minors Act

                        .................................
                                     (State)

                  TEN ENT - as tenants by the entireties 
                  JT TEN - as joint tenants with right of survivorship
                           and not as tenants in common

          Additional abbreviations may also be used though not in the above
                                     list.



                                  Reverse - 6

<PAGE>   10


                  FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto

Please insert Social Security or Other
                  Identifying Number of Assignee:  
                                                 ------------------------------
- -------------------------------------------------------------------------------
                 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                       INCLUDING ZIP CODE OF ASSIGNEE:

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

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

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

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________ attorney to transfer said Note on
the books of the Company, with full power of substitution in the premises.

                                   ---------------------------
Dated:                             NOTICE:  The signature to
      ---------------              this assignment must
                                   correspond with the name as
                                   written upon the face of the
                                   within instrument in every
                                   particular, without alteration
                                   or enlargement or any change
                                   whatsoever.


                                  Reverse - 7

<PAGE>   1
                                                                      Exhibit 99

                Harris Reports Record Orders, Sales, And Earnings
                                 For Fiscal 1996

       Melbourne, Florida, July 24, 1996 -- Harris Corporation reported record
performance for the year ended June 30 -- with orders, sales, net income, and
earnings per share all rising to new highs.

       Led by gains in its semiconductor, communications and Lanier office
equipment businesses, the company reported earnings per share for the year were
up 16 percent to $4.58 versus $3.95 for the previous year. Net income rose 15
percent to $178.4 million compared with $154.5 million.

       Sales also reached record levels, increasing more than 5 percent to
$3.621 billion versus $3.444 billion. Total orders also increased over last
year's very strong results and were higher than sales.

Fourth Quarter
       The fourth-quarter results exceeded the company's strong performance
during the same period last year. Earnings per share for the fourth-quarter rose
14 percent to $1.55 versus $1.36 for the year-earlier quarter. Net income also
rose 14 percent to $60.3 million compared with $52.9 million. Sales for the
quarter were up 10 percent to $1.012 billion, led by a significant increase in
sales of communication products and systems and Lanier office equipment. Orders
for the quarter also increased over last year and exceeded shipments.

Business Sectors
       Reporting on the year's results of the company's business sectors,
Phillip W. Farmer, Harris chairman and chief executive, said, "The Semiconductor
Sector had another terrific year, despite an industry-wide slowdown during the
second half of the fiscal year. Earnings for the sector were up 24 percent,
reflecting strong demand for its power control products, improved margins in its
military and aerospace products, and increased royalty income over the previous
year. Total sector sales for the year increased by 7 percent. Orders exceeded
shipments, but were down slightly for the year due to reduced prices."

       Mr. Farmer said, "Lanier Worldwide had an outstanding year." The business
continued to gain market share, reported strong increases in domestic sales, and
made further improvements in its international operations. Earnings for the
sector were up 24 percent on a 9 percent increase in sales.

       "The Communications Sector also had another very strong year, with
earnings increasing 31 percent on a 16 percent increase in sales," Mr. Farmer
continued. "The sector's results reflect strong demand for the company's
telecommunications and wireless systems -- particularly in microwave radio,
broadcast and telephone test equipment products."

       Earnings in the company's Electronic Systems Sector were lower due
primarily to previously announced losses in the sector's energy management
systems business. Mr. Farmer said, "Sales were down slightly for the year,
however we are encouraged by improvements in the sector's sales and net income
during the fourth quarter."

Outlook
       Looking to the current year, Mr. Farmer said, "We expect to have another
year of good earnings growth in fiscal 1997 coupled with good revenue growth.
Although market conditions in the semiconductor industry will likely remain weak
during the early part of the fiscal year, the strength of Harris' other
businesses should permit continued overall company 


<PAGE>   2


growth.

       "We are building on the strengths of our core businesses and increasing
our presence in major growth markets, such as wireless communications, digital
broadcasting (HDTV), power semiconductors, and health-care information systems.
We also expect to expand our inter-sector teaming and technology exchanges to
develop new growth opportunities."

                                  #     #     #

SUMMARY ATTACHED

                                   HARRIS CORPORATION

                       1996 Fiscal Year and Fourth Quarter Summary

Condensed Consolidated Statement of Income
- ------------------------------------------
(In millions except per share amounts)
<TABLE>
<CAPTION>

                                     Years Ended June 30    Quarters Ended June 30
                                       1996        1995         1996       1995
                                    -----------------------------------------------
<S>                                 <C>          <C>         <C>          <C>   
Revenue
Revenue from product sales
  and rentals. . . . . . . . . . . .$3,189.2     $3,032.2    $  891.3     $813.4
Revenue from services. . . . . . . .   432.0        411.9       120.7      109.9
Interest . . . . . . . . . . . . . .    38.1         36.8         9.0        9.3
                                    --------     --------    --------     ------
                                     3,659.3      3,480.9     1,021.0      932.6

Costs and Expenses
Cost of product sales
  and rentals. . . . . . . . . . . . 2,151.9      2,075.9       596.3      533.6
Cost of services . . . . . . . . . .   252.7        252.6        70.0       64.6
Engineering, selling, and
  administrative expenses. . . . . .   911.9        835.8       248.3      229.6
Interest . . . . . . . . . . . . . .    62.5         65.4        15.2       17.3
Other - net. . . . . . . . . . . . .     5.9         13.6        (1.5)       6.2
                                    --------     --------    --------     ------
                                     3,384.9      3,243.3       928.3      851.3
                                    --------     --------    --------     ------

Income before income taxes . . . . .   274.4        237.6        92.7       81.3
Income taxes . . . . . . . . . . . .    96.0         83.1        32.4       28.4
                                    --------     --------    --------     ------
Net income . . . . . . . . . . . . .$  178.4     $  154.5    $   60.3     $ 52.9
                                    ========     ========    ========     ======

Net income per share . . . . . . . .$   4.58     $   3.95    $   1.55     $ 1.36
                                    ========     ========    ========     ======

Cash dividends paid
  per common share . . . . . . . . .$   1.36     $   1.24    $    .34     $  .31
                                    ========     ========    ========     ======

Average shares outstanding . . . . .    39.0         39.1        38.9       38.9
</TABLE>

<PAGE>   3
                              HARRIS CORPORATION

                       1996 Fiscal Year and Fourth Quarter Summary

Condensed Consolidated Balance Sheet
- ------------------------------------
(In millions)
<TABLE>
<CAPTION>
                                                             June 30    June 30
                                                               1996       1995
                                                           ---------------------
<S>                                                        <C>        <C>       
Assets
Cash, cash equivalents and
  marketable securities ................................   $     99.4 $    141.6
Trade receivables ......................................        727.8      657.1
Unbilled costs and accrued earnings ....................        397.8      374.9
Inventories ............................................        544.1      494.9
Deferred income taxes ..................................        171.8      142.2
Plant and equipment ....................................        721.7      581.0
Non-current notes receivable - net .....................        190.7      166.6
Intangibles resulting from acquisitions ................        212.8      166.6
Other assets ...........................................        140.6      111.1
                                                           ---------- ----------
                                                           $  3,206.7 $  2,836.0
                                                           ========== ==========

Liabilities and Shareholders' Equity
Short-term debt ........................................   $    181.3 $     37.7
Trade payables and accrued expenses ....................        609.1      530.5
Advance payments and unearned income ...................        287.8      264.0
Income taxes ...........................................        102.7       90.5
Current portion of long-term debt ......................          2.2      132.6
Non-current deferred income taxes ......................         62.2       56.0
Long-term debt .........................................        588.5      475.9
Shareholders' equity ...................................      1,372.9    1,248.8
                                                           ---------- ----------
                                                           $  3,206.7 $  2,836.0
                                                           ========== ==========
</TABLE>

<PAGE>   4
                                   HARRIS CORPORATION

                       1996 Fiscal Year and Fourth Quarter Summary

Business Segment Information
- ----------------------------
(In millions except per share amounts)
<TABLE>
<CAPTION>
                                              ------------------------------------------------
                                                     Years Ended            Quarters Ended
                                                 June 30      June 30     June 30    June 30
                                                  1996          1995       1996        1995
                                              ------------------------------------------------

<S>                                            <C>          <C>          <C>        <C>      
Net Sales
Electronic Systems .........................   $     954.7  $   1,035.8  $   270.8  $    263.6
Semiconductor ..............................         707.7        658.7      185.5       184.0
Communications .............................         841.6        724.8      251.5       192.1
Lanier Worldwide                                   1,117.2      1,024.8      304.2       283.6
                                               -----------  -----------  ---------  ----------
Total ......................................   $   3,621.2  $   3,444.1  $ 1,012.0  $    923.3
                                               ===========  ===========  =========  ==========

Operating Profit
Electronic Systems .........................   $      76.7  $      95.5  $    19.7  $     23.9
Semiconductor ..............................         101.0         83.0       32.6        36.0
Communications .............................          82.4         68.5       27.4        21.6
Lanier Worldwide ...........................         120.7        105.7       40.2        35.4
Corporate Expense ..........................         (43.9)       (49.7)     (14.2)      (18.3)
Interest Expense ...........................         (62.5)       (65.4)     (13.0)      (17.3)
                                               -----------  -----------  ---------  ----------
Total ......................................   $     274.4  $     237.6  $    92.7  $     81.3
                                               ===========  ===========  =========  ==========

Net Income
Electronic Systems .........................   $      28.5  $      35.3  $     7.9  $      7.2
Semiconductor ..............................          52.2         42.2       16.8        19.2
Communications .............................          41.7         31.9       15.4        10.3
Lanier Worldwide ...........................          56.0         45.1       20.2        16.2
                                               -----------  -----------  ---------  ----------
Total ......................................   $     178.4  $     154.5  $    60.3  $     52.9
                                               ===========  ===========  =========  ==========
Net Income Per Share .......................   $      4.58  $      3.95  $    1.55  $     1.36
                                               ===========  ===========  =========  ==========

</TABLE>



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