SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE YEAR ENDED DECEMBER 31, 1994
COMMISSION FILE NUMBER 0-8640
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 85-0229124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA 91311-2185
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 886-7400
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.05 PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
___ ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K (Section 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K
____
The aggregate market value of the voting stock held by non-
affiliates of the Registrant, computed by reference to the average
bid and asked prices of such stock on March 1, 1995, is
$78,557,456. The number of shares outstanding of the Registrant's
$0.05 par value common stock as of March 1, 1995, was 10,570,333
shares.
INDEX TO EXHIBITS
Exhibit No.
___________
1. Certificate of Incorporation and By-Laws
2. Restated Certificate of Incorporation of the Company filed as
Exhibit 3.1 to the 8/28/87 Form 10-K and incorporated herein
by reference.
2.1 Restated By-Laws of the Company filed as Exhibit 3.2 to
the 8/28/87 Form 10-K and incorporated herein by
reference.
3. Instruments Defining The Rights of Security Holders
___________________________________________________
3.1 Stock Certificate for Common Stock of the Company filed
as Exhibit 4.1 to the 8/26/86 Form 10-K and incorporated
herein by reference.
3.2 Rights Agreement dated as of 11/8/89 between the Company
and American Stock Transfer & Trust Company filed as
Exhibit 2.1 to the Registration Statement on Form 8-A
dated 11/3/89 and incorporated herein by reference.
1. Material Contracts
1.1 Employment Agreement dated 2/1/89, between the Company
and Gene R. McGrevin filed as Exhibit 10.2 to 1/27/89
Form 8-K and incorporated herein by reference.*
1.2 First Amendment dated 7/11/89 to Employment Agreement
dated 2/1/89 between the Company and Gene R. McGrevin
filed as Exhibit 10.5 to 8/30/90 Form 10-K and
incorporated herein by reference.*
1.3 Second Amendment dated 10/16/89 to Employment Agreement
dated 2/1/89 between the Company and Gene R. McGrevin
filed as Exhibit 10.6 to 8/30/90 Form 10-K and
incorporated herein by reference.*
1.4 Third amendment dated 1/1/91 to Employment Agreement
dated 2/1/89 between the Company and Gene R. McGrevin
filed as Exhibit 10.7 to 8/29/91 Form 10-K and
incorporated herein by reference.*
1.5 Syncor International Corporation 1981 Master Stock Option
Plan as amended filed as part of Company's Proxy
Statement dated 11/5/85, for its Annual Meeting of
Shareholders held 11/26/85 and incorporated herein by
reference.*
1.6 Stock Option Agreement of Gene R. McGrevin dated 2/92
filed as Exhibit 10.16 to 8/27/92 Form 10-K and
incorporated herein by reference.*
1.7 Form of Indemnity Agreement substantially as entered into
between Company and each Director and Officer filed as
Exhibit 3.2 Appendix A to the 8/28/87 Form 10-K and
incorporated herein by reference.*
1.8 Form of Benefits Agreement substantially as entered into
between Company and each Director filed as Exhibit 10.31
to 8/30/90 Form 10-K and incorporated herein by
reference.*
1.9 Form of Benefits Agreement substantially as entered into
between Company and certain employees see Exhibit 10.8.*
1.10 Syncor International Corporation 1990 Master Stock
Incentive Plan As Amended and Restated filed as part of
Company's Proxy Statement dated 10/4/93 for its Annual
Meeting of Shareholders held 11/15/93 and incorporated
herein by reference.*
1.11 Syncor International Corporation Deferred Compensation
Plan effective July 1, 1991 as Amended and Restated
effective April 19, 1993, filed as Exhibit 10.11 to
3/30/93 Form 10-K and incorporated herein by reference.*
1.12 Employment Agreement dated July 21, 1993 between the
Company and Robert G. Funari filed as Exhibit 10.12 to
3/30/94 Form 10-K and incorporated herein by reference.*
1.13 Syncor International Corporation McGrevin Deferred
Compensation Plan effective June 10, 1993 filed as
Exhibit 10.13 to 3/30/94 Form 10-K and incorporated
herein by reference.*
1.14 Split Ownership/Split Dollar Life Insurance Assignment
Agreement effective June 10, 1993 between the Company and
Gene R. McGrevin filed as Exhibit 10.14 to 8/30/90 Form
10-K and incorporated herein by reference.*
1.15 Form of Stock Option Agreement substantially as entered
into between Company and certain employee Directors and
employees filed as Exhibit 10.15 to 3/30/94 Form 10-K and
incorporated herein by reference.*
1.16 Form of Stock Option Agreement substantially as entered
into between Company and certain non-employee Directors
filed as Exhibit 10.16 to 3/30/94 Form 10-K and
incorporated herein by reference.*
2. Statement Re: Computation of Per Share Earnings
Computation can be clearly determined from the material
contained in Company's Annual Report to Shareholders for year
ended December 31, 1994.
13. Annual Report to Security Holders
Syncor International Corporation Annual Report to Shareholders
for the year ended December 31, 1994, except for specific
information in such Annual Report expressly incorporated
herein by reference, is furnished for the information of the
Commission and is not to be deemed "filed" as part hereof.
21. Subsidiaries of the Registrant
State of
Name of Company Incorporation
_______________ _____________
Syncor Management Corporation California
Syncor Investment Management Corp Delaware
Syncor Taiwan, Inc. Taiwan
Syncor Midland, Inc. Texas
Syncor Global Holdings, Inc. British Virgin Islands
Syncor Hong Kong Limited Hong Kong**
Syncor Philippines, Inc. Philippines**
Syncor de Mexico Mexico**
23. Consents of Experts and Counsel Consent of KPMG Peat Marwick
_______________________________
LLP, filed as Exhibit 23 to 12/31/94 Form 10-K and incorporated
herein by reference.
27. Financial Data Schedule***
_______________________
__________________________________________
* Management contracts or compensatory plan
** Subsidiaries of Syncor Global Holdings, Inc.
*** Included herewith<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SYNCOR INTERNATIONAL CORPORATION
(Registrant)
May 17, 1995 By:/s/ Haig S. Bagerdjian
______________________
Haig S. Bagerdjian
Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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EXHIBIT 27
FINANCIAL DATA SCHEDULE
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF
INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
===================================================================
<S> <C>
<PERIOD TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 17,991
<SECURITIES> 1,210
<RECEIVABLES> 49,972
<ALLOWANCES> 1,154
<INVENTORY> 5,369
<CURRENT-ASSETS> 76,296
<PP&E> 58,585
<DEPRECIATION> (31,819)
<TOTAL-ASSETS> 128,684
<CURRENT-LIABILITIES> 49,680
<BONDS> 0
<COMMON> 529
0
0
<OTHER-SE> 73,321
<TOTAL-LIABILITY-AND-EQUITY> 128,684
<SALES> 319,994
<TOTAL-REVENUES> 319,994
<CGS> 253,968
<TOTAL-COSTS> 253,968
<OTHER-EXPENSES> 64,394
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (747)
<INCOME-PRETAX> 2,085
<INCOME-TAX> 872
<INCOME-CONTINUING> 1,213
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,213
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
