SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1996
OR
Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
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
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INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Accountants 2
Financial Statements of the Employees' Stock Purchase Plan of
Logicon, Inc.:
Statement of Financial Condition at December 31, 1996 and
1995 3
Statement of Income and changes in Plan Equity for the years
ended December 31, 1996, 1995 and 1994 4
Notes to Financial Statements 5
Signatures 7
Consent of Independent Accountants to Incorporation by Reference
of Report in Continuous Offering on Form S-8 8
Note: Certain schedules have been omitted because they are not applicable or
the required information is presented in the financial statements.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the
Administrative Committee of the
Employees's 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, 1996 and 1995,
and the income and changes in plan equity for each of the three years in the
period ended December 31, 1996, 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 21, 1997
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EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.
STATEMENT OF FINANCIAL CONDITION
December 31,
1996 1995
Assets held by Sanwa Bank California as trustee and
custodian:
Common stock of Logicon, Inc. ($.10 par value,
at market value - 492,264 and 471,606 shares;
cost $9,920,315 and $6,841,508) $17,967,636 $12,969,165
Cash and short-term investments 113,614 81,762
Due from Logicon, Inc. (including
participants' contributions) 961,889 655,991
___________ ___________
19,043,139 13,706,918
Dividends and interest payable to participants (67,963) (51,567)
Participant withdrawals payable (185,958) (243,688)
___________ ___________
Plan equity (1,837 and 1,484 participants) $18,789,218 $13,411,663
(Note 4) =========== ===========
See Notes to Financial Statements.
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EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the Year Ended
December 31,
1996 1995 1994
Contributions by participants $ 4,435,325 $3,105,360 $1,975,903
Contributions by Logicon, Inc, net
of participant forfeitures of
$426,656, $214,435 and $198,767 1,758,352 1,313,259 767,252
Dividend income 96,550 72,673 63,211
Interest income 10,062 9,070 5,303
Net realized and unrealized
appreciation in market value of
Logicon, Inc. common stock 3,643,534 4,865,157 224,157
_________ _________ _________
9,943,823 9,365,519 3,035,826
Participant withdrawals (1,476,012) (727,180) (639,872)
Distributions to participants (3,022,388) (2,579,195) (2,568,240)
Distribution of dividends and
interest (67,868) (51,567) (45,467)
___________ ___________ ___________
Increase (decrease)in net assets
for the period 5,377,555 6,007,577 (217,753)
Plan equity (Note 4):
Beginning of period 13,411,663 7,404,086 7,621,839
__________ ___________ ___________
End of period $18,789,218 $13,411,663 $7,404,086
============= =========== ===========
See Notes to Financial Statements.
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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 Logicon, Inc .and certain of its subsidiaries (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
after tax payroll deductions. The Company makes contributions to the Plan
equal to 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 nonvested 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 provides for the purchase of a maximum of 8,008,200 shares of the
Company's common stock unless the Plan is amended. At December 31, 1996,
324,920 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.
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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 and
distribution. Participants are responsible for individual income taxes on
dividend and interest distributions from the Plan.
NOTE 4 - DETAIL OF PLAN EQUITY:
December 31,
1996 1995 1994
Plan equity is comprised of the following:
Class year ended
December 31, 1992 $2,510,631*
Class year ended
December 31, 1993 $3,272,730* 1,982,874
Class year ended
December 31, 1994 $5,567,245* 4,709,524 2,910,581
Class year ended
December 31, 1995 6,204,200 5,429,409
Class year ended
December 31, 1996 7,017,773
__________ __________ __________
$18,789,218 $13,411,663 $7,404,086
=========== =========== ==========
At December 31, 1996, the number of units attributable to the Classes of 1996,
1995 and 1994 were 333,431, 294,774 and 264,550 respectively, and Plan equity
per unit was approximately $21.05.
* Subsequent to the applicable plan year end, the appropriate Class year was
distributed to participants.
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.
SIGNATURE
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
Ralph L. Webster, Member of the
Employees' Stock Purchase Plan
Administrative Committee
Date: March 27, 1997
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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 21, 1997 appearing on page 2 of this
Form 11-K.
PRICE WATERHOUSE LLP
Costa Mesa, California
March 26, 1997
