SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark one)
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
or
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from _______ to _______
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.
Commission File Number: 1-7777
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office.
LOGICON, INC.
3701 SKYPARK DRIVE
TORRANCE, CA 90505
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Accountants
2
Consent of Independent Accountants to Incorporation by
Reference of Report in Continuous Offering on Form S-8
3
Financial Statements of the Employees'Stock Purchase
Plan of Logicon, Inc.:
Statement of Financial Condition at December 31, 1995
and 1994
4
Statement of Income and Changes in Plan Equity
for the years ended December 31, 1995, 1994 and 1993
5
Notes to Financial Statements
6
Signatures
8
Note: Certain schedules have been omitted because they are not
applicable or the required information is presented in the
financial statements.<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the
Administrative Committee of the
Employees' Stock Purchase Plan of
Logicon, Inc.
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects, the
financial condition of the Employees' Stock Purchase Plan of
Logicon, Inc. at December 31, 1995 and 1994, and the income and
changes in plan equity for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan's Administrative Committee; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which 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, assessing the accounting
principles used and significant estimates made by the Plan's
Administrative Committee, and evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Costa Mesa, California
March 20, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
TO INCORPORATION BY REFERENCE OF REPORT
IN CONTINUOUS OFFERING ON FORM S-8
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 2-82907) of the
Employees' Stock Purchase Plan of Logicon, Inc. of our report
dated March 20, 1996 appearing on page 2 of this Form 11-K.
PRICE WATERHOUSE LLP
Costa Mesa, California
March 28, 1996
<PAGE>
EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.
STATEMENT OF FINANCIAL CONDITION
December 31,
1995 1994
____ ____
Assets held by Sanwa Bank California
as trustee and custodian:
Common stock of Logicon, Inc.
($.10 par value, at market value-
471,606 and 465,654 shares; cost
$6,841,508 and $4,643,501) $ 12,969,165 $ 6,984,810
Cash and short-term investments 81,762 81,918
Due from Logicon, Inc. (including
participants' contributions) 655,991 449,028
_________ _________
13,706,918 7,515,756
Dividends and interest payable
to participants -51,567 -45,467
Participant withdrawals payable -243,688 -66,203
__________ _________
Plan equity (1,484 and 1,057
participants) (Note 4) $ 13,411,663 $ 7,404,086
========== =========
See Notes to Financial Statements.<PAGE>
EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the Year Ended
December 31,
_________________
1995 1994 1993
_____________________________
Contributions by participants $ 3,105,360$ 1,975,903 $ 1,321,580
Contributions by Logicon, Inc.
net of participant
forfeitures of $214,435,
$198,767 and $295,392 1,313,259 767,252 346,454
Dividend income 72,673 63,211 67,496
Interest income 9,070 5,303 3,968
Net realized and unrealized
appreciation in market value
of Logicon, Inc. common stock 4,865,157 224,157 2,232,880
_________ _______ _________
9,365,519 3,035,826 3,972,378
Participant withdrawals -727,180 -639,872 -915,194
Distributions to participants -2,579,195 -2,568,240 -3,205,182
Distribution of dividends
and interest -51,567 -45,467 -51,577
__________ _________ ________
Increase (decrease) in net
assets for the period 6,007,577 -217,753 -199,575
Plan equity (Note 4):
Beginning of period 7,404,086 7,621,839 7,821,414
__________ _________ ________
End of period $ 13,411,663$ 7,404,086 $ 7,621,839
============ ========= =========
See Notes to Financial Statements.<PAGE>
EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN:
The Employees' Stock Purchase Plan of Logicon, Inc. (the Plan)
provides the employees of certain subsidiaries of Logicon, Inc.
(the Company) the opportunity to acquire shares of the Company's
common stock. Participants may contribute up to 6% of their base
compensation to the Plan through regular payroll deductions. The
Company makes contributions to the Plan to match 50% of the amounts
contributed by participants, less participant forfeitures of non-vested
amounts. As provided in the Trust agreement, all
participant and Company contributions are invested by Sanwa Bank
California (the Trustee) in shares of Logicon, Inc. common stock.
Shares of the Company's common stock are purchased at fair market
value on the open market, from the Company or from the Company's
employees. All administrative and other expenses of the Plan are
paid by the Company. Dividend and interest income is distributed
ratably to the participants and to the Company each year based upon
participants' vested and non-vested account balances.
Participants' interests in the Plan are accumulated in units which,
at the time of distribution or withdrawal, are converted into whole
shares of the Company's common stock and into cash for fractional
shares. This conversion is based upon each participant's
proportionate interest in the Plan as measured in units, multiplied
by the total number of shares of the Company's common stock held by
the Plan. Participant contributions are fully vested at all times.
Company contributions vest two years after the close of the plan
year in which the contributions were made, or at the time of the
participant's total disability, death or retirement. Should the
Company permanently discontinue its contributions or terminate the
Plan, all participants will become fully vested in their share of
Company contributions.
The Plan will terminate when the maximum of 8,008,200 shares of the
Company's common stock have been purchased, unless the Plan is
amended prior thereto. At December 31, 1995, 506,715 additional
shares may be purchased by the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Plan are prepared on the accrual
basis of accounting. The investment in Logicon, Inc. common stock
is stated at its closing market price on the date of valuation.
<PAGE>
NOTE 3 - INCOME TAXES:
The Plan is established under current tax law as a grantor trust
and is therefore not subject to taxes on its income. For tax
purposes, the Company is considered to be the owner of the portion
of the Plan equity attributable to non-vested Company
contributions. Company contributions, and earnings thereon, become
taxable to participants as compensation upon vesting. Participants
are responsible for individual income taxes on dividend and
interest distributions from the Plan.
NOTE 4 - DETAIL OF PLAN EQUITY:
For the Year Ended
December 31,
_________________
1995 1994 1993
__________________________________
Plan equity comprises
the following:
Class year ended
December 31, 1991 $ 2,703,967
Class year ended
December 31, 1992 $ 2,510,631 2,778,657
Class year ended
December 31, 1993 $ 3,272,730 1,982,874 2,139,215
Class year ended
December 31, 1994 4,709,524 2,910,581
Class year ended
December 31, 1995 5,429,409
__________ __________ _________
$ 13,411,663 $ 7,404,086 $ 7,621,839
============ ========== ==========
At December 31, 1995, the number of units attributable to the
Classes of 1995, 1994 and 1993 were 336,853, 292,190, and 203,048
respectively, and Plan equity per unit was approximately $16.12.
NOTE 5 - TWO-FOR-ONE STOCK SPLIT:
On August 7, 1995, the Company declared a two-for-one split of the
Company's common stock providing one additional share for each
share outstanding to shareholders of record on August 23, 1995.
New shares were issued on September 13, 1995. The two-for-one
stock split has been retroactively reflected in the Plan's
financial statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee administering the Plan has duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
EMPLOYEES' STOCK PURCHASE PLAN
OF LOGICON, INC.
By
Ralph L. Webster, Member of
the Employees' Stock
Purchase Plan
Administrative Committee
Date: March 28, 1996
