ADC TELECOMMUNICATIONS INC
10-Q/A, 1994-12-14
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
                                ________________

                                    FORM 10-Q

(Mark One)

   [X]          QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended July 31, 1994

                                       OR

   [ ]         TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from N/A to N/A

                          Commission file number 0-1424

                          ADC Telecommunications, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Minnesota                              41-0743912
- -------------------------------     ------------------------------------
(state or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)

                  4900 West 78th Street, Minneapolis, MN  55435
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 (612) 938-8080
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

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
                      ----                ----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, $.20 par value:  27,854,420 shares as of August 25, 1994

<PAGE>
                                    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, thereunto duly authorized.


                                        ADC TELECOMMUNICATIONS, INC.



                                BY:  /s/Robert E. Switz
                                   ---------------------------------------
                                   Robert E. Switz
                                   Vice President, Chief Financial Officer
                                   (Principal Financial Officer,
                                   Duly Authorized Officer)


Dated:  September 1, 1994

                                       13
<PAGE>

                           ADC TELECOMMUNICATIONS, INC.
                            EXHIBIT INDEX TO FORM 10-Q
                        FOR THE QUARTER ENDED JULY 31, 1994




Exhibit
Number         Description                                                Page
- -------        -----------                                                ----

4-a            Specimen certificate for shares of Common Stock of         N/A
               ADC Telecommunications, Inc. (Incorporated by
               reference to Exhibit 4-a to the Company's
               Quarterly Report on Form 10-Q for the quarter
               ended July 31, 1989).

4-b            Restated Articles of Incorporation of ADC                  N/A
               Telecommunications, Inc., as amended to date.
               (Incorporated by reference to Exhibit 4(b) of the
               Company's Registration Statement on Form 8-A dated
               March 11, 1994, for the Company's 1994 Employee
               Stock Purchase Plan

4-c            Composite Restated Bylaws of ADC                           N/A
               Telecommunications, Inc., as amended to date
               (Incorporated by reference to the Company's Annual
               Report on Form 10-K for the fiscal year ended
               October 31, 1989).

4-d            Amended and Restated Rights Agreement, amended and         N/A
               restated as of August 16, 1989 between ADC
               Telecommunications, Inc. and Norwest Bank
               Minnesota, N.A., as Rights Agent (Incorporated by
               reference to Exhibit 1 to Amendment No. 1 on Form
               8 dated August 16, 1989, to the Company's
               Registration Statement on Form 8-A dated
               September 23, 1986).

10-a           Access Platform System Management Incentive Plan
               for the fiscal year ended October 31, 1994.

10-b           ALS Management Incentive Plan for the fiscal year
               ended October 31, 1994.


10-c           Business Development Management Incentive Plan for
               the fiscal year ended October 31, 1994.

10-d           Cable Management Management Incentive Plan for the
               fiscal year ended October 31, 1994.

                                       14

<PAGE>

Exhibit
Number         Description                                                Page
- -------        -----------                                                ----

10-e           Corporate Management Incentive Plan for the fiscal
               year ended October 31, 1994.

10-f           Fibermux Management Incentive Plan for the fiscal
               year ended October 31, 1994.


10-g           International Management Incentive Plan for the
               fiscal year ended October 31, 1994.


10-h           Kentrox Management Incentive Plan for the fiscal
               year ended October 31, 1994.

10-i           Vice President of Sales and Customer Service
               Management Incentive Plan for the fiscal year
               ended October 31, 1994.

10-j           Senior Vice President Transmission Group
               Management Incentive Plan for the fiscal year
               ended October 31, 1994.

10-k           Transmission Management Incentive Plan for the
               fiscal year ended October 31, 1994.

10-l           Transmission Product and Marketing Management
               Management Incentive Plan for the fiscal year
               ended October 31, 1994.

10-m           Transmission Product and Marketing Management
               (International) Management Incentive Plan for the
               fiscal year ended October 31, 1994.

27-a           Financial Data Schedule

                                       15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             MAY-01-1994
<PERIOD-END>                               JUL-31-1994
<CASH>                                          35,102
<SECURITIES>                                         0
<RECEIVABLES>                                   71,984<F1>
<ALLOWANCES>                                     1,558
<INVENTORY>                                     57,475<F2>
<CURRENT-ASSETS>                               175,019
<PP&E>                                         158,608
<DEPRECIATION>                                (94,715)
<TOTAL-ASSETS>                                 309,665
<CURRENT-LIABILITIES>                           56,402
<BONDS>                                            810
<COMMON>                                         5,571
                                0
                                          0
<OTHER-SE>                                     244,779
<TOTAL-LIABILITY-AND-EQUITY>                   309,665
<SALES>                                        320,437
<TOTAL-REVENUES>                               320,437
<CGS>                                          158,753
<TOTAL-COSTS>                                  158,753
<OTHER-EXPENSES>                                35,765
<LOSS-PROVISION>                                   654
<INTEREST-EXPENSE>                                 134
<INCOME-PRETAX>                                 44,090
<INCOME-TAX>                                    16,313
<INCOME-CONTINUING>                             27,777
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                (1,450)
<CHANGES>                                            0
<NET-INCOME>                                    26,327
<EPS-PRIMARY>                                     1.00
<EPS-DILUTED>                                     1.00
<FN>
<F1>Amount is net of bad debts and returns and allowances
<F2>Amount is net of obsolescence reserves
</FN>
        

</TABLE>


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