===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q
------------------
For Quarter Ended June 30, 1997
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
COMMISSION FILE NO. 1-4474
--------------------------
OAK INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-1569000
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1000 WINTER STREET
WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices)
(617) 890-0400
(Registrant's telephone number)
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 number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
As of August 13, 1997, the Company had outstanding 17,834,150 shares of
Common Stock, $0.01 par value per share.
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
(Unaudited)
--------------------- ---------------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................... $ 8,660 $ 6,116
Receivables, less reserve.................. 50,065 40,202
Inventories:
Raw materials........................... 13,529 13,134
Work in process......................... 27,378 28,182
Finished goods.......................... 10,332 51,239 12,039 53,355
-------- --------
Deferred income taxes...................... 16,575 22,210
Other current assets....................... 2,806 2,641
--------- ---------
Total current assets................. 129,345 124,524
Plant and Equipment, at cost.................. 149,811 143,400
Less - accumulated depreciation............... (84,033) 65,778 (78,374) 65,026
-------- --------
Deferred income taxes......................... 5,788 4,348
Goodwill and other intangible assets, less
accumulated amortization of
$14,285 and $11,451........................ 163,805 166,498
Investments in affiliates..................... 8,344 8,315
Other assets.................................. 4,140 5,574
--------- ---------
Total Assets......................... $ 377,200 $ 374,285
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Current portion of long-term debt.......... $ 443 $ 290
Accounts payable........................... 15,654 16,162
Accrued liabilities........................ 28,922 29,053
--------- ---------
Total current liabilities............ 45,019 45,505
Other liabilities............................. 8,244 7,973
Long-term debt................................ 151,596 138,161
Minority interest............................. 10,646 10,923
Stockholders' Equity:
Common stock............................... 185 184
Additional paid-in capital................. 297,429 296,185
Accumulated deficit........................ (110,304) (119,692)
Unearned compensation - restricted stock... (1,910) (2,945)
Treasury stock............................. (22,088) (1,369)
Other...................................... (1,617) 161,695 (640) 171,723
-------- --------- -------- ---------
Total Liabilities and
Stockholders' Equity............... $ 377,200 $ 374,285
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales....................................... $ 80,306 $ 80,590 $ 153,348 $ 159,327
Cost of sales................................... (49,523) (48,477) (97,479) (97,063)
-------- -------- --------- ---------
Gross profit.................................... 30,783 32,113 55,869 62,264
Selling, general and administrative expenses.... (18,739) (16,197) (34,626) (33,625)
-------- -------- --------- ---------
Operating income................................ 12,044 15,916 21,243 28,639
Interest expense................................ (2,767) (1,281) (5,248) (3,110)
Interest income................................. 63 124 139 266
Gain on sale of equity investment............... -- -- -- 20,550
Equity in net income (loss) of
affiliated companies......................... 5 69 44 (906)
-------- -------- --------- ---------
Income from continuing operations before
income taxes and minority interest........... 9,345 14,828 16,178 45,439
Income taxes.................................... (3,645) (5,699) (6,242) (17,331)
Minority interest in net income of subsidiaries. (339) (2,675) (548) (4,825)
-------- -------- --------- ---------
Income from continuing operations............... 5,361 6,454 9,388 23,283
Income from discontinued operations,
net of taxes................................. -- 654 -- 1,084
-------- -------- --------- ---------
Net income...................................... $ 5,361 $ 7,108 $ 9,388 $ 24,367
======== ======== ========= =========
Income per common share:
Continuing operations..................... $ .30 $ .34 $ .52 $ 1.26
Discontinued operations................... .00 .04 .00 .06
-------- -------- --------- ---------
Net Income................................ $ .30 $ .38 $ .52 $ 1.32
======== ======== ========= =========
Weighted average shares......................... 17,894 18,622 18,217 18,480
======== ======== ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
----------------------
1997 1996
-------- --------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM:
Operating Activities:
Income from continuing operations.............................. $ 9,388 $ 23,283
Adjustments to reconcile income from continuing operations
to net cash provided by operations:
Depreciation............................................. 6,135 4,704
Amortization............................................. 3,369 1,747
Change in minority interest.............................. 548 4,825
Gain on the sale of property............................. (253) --
Gain on the sale of equity investment.................... -- (20,550)
Changes in working capital............................... (3,646) 10,678
Other.................................................... (188) 460
-------- ---------
Net cash provided by operations................................... 15,353 25,147
-------- ---------
Investing Activities:
Capital expenditures........................................... (7,200) (12,113)
Acquisition of business........................................ (751) --
Proceeds from the sale of property............................. 1,524 --
Proceeds from the sale of equity investment.................... -- 29,400
Other.......................................................... 185 367
-------- ---------
Net cash provided by (used in) investing activities............... (6,242) 17,654
-------- ---------
Financing Activities:
Borrowings..................................................... 13,588 --
Repayment of borrowings........................................ -- (49,514)
Treasury stock repurchase...................................... (20,813) --
Exercise of stock options...................................... 1,839 6,059
Dividends paid to minority stockholders........................ (825) --
Other.......................................................... 94 355
-------- ---------
Net cash used in financing activities............................. (6,117) (43,100)
-------- ---------
Effect of exchange rates.......................................... (450) (523)
-------- ---------
Net cash used by discontinued operations.......................... -- (1,089)
-------- ---------
Cash and Cash Equivalents:
Net change during the period................................... 2,544 (1,911)
Balance, beginning of period................................... 6,116 16,842
-------- ---------
Balance, end of period......................................... $ 8,660 $ 14,931
======== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
OAK INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements have been prepared by
Oak Industries Inc. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures made in this report
are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K. In the opinion of the
Company, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of Oak Industries Inc.
and subsidiaries as of June 30, 1997 and December 31, 1996, and the results
of their operations for the three and six month periods ending June 30,
1997 and 1996 and cash flows for the six month periods ending June 30, 1997
and 1996 have been included. The results of operations for such interim
periods are not necessarily indicative of the results for the full year.
2. During the Company's 1997 first quarter, the Company received
authorization from its Board of Directors and its banks to repurchase stock
in an amount not to exceed $50.0 million. The Company will use the
repurchased stock for its stock plans and for other corporate purposes. As
of June 30, 1997, the Company had repurchased 1,069,300 shares at a total
cost of $20.8 million.
3. In February of 1997, the Company purchased certain assets associated
with the gas regulator product line of Leemco, Inc. ("Leemco") for
approximately $1.0 million, including consolidation and transaction
expenses. As of June 30, 1997, the Company paid a total of $0.8 million in
cash related to this acquisition. As a result of the transaction, the
Company will amortize total goodwill in the amount of $0.4 million over the
next 20 years.
4. In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
Although the Company is not required to adopt SFAS No. 128 until the last
quarter of 1997, had the Company adopted SFAS No. 128 for 1997, the impact
on the second quarter of 1997 and the six months ended June 30, 1997 would
not have been material. Had the Company adopted SFAS No. 128 for 1996, the
impact on the second quarter of 1996 would have been an additional $0.02 of
income per share, and the impact for the six months ended June 30, 1996
would have been an additional $0.05 of income per share.
5. The Company paid interest on debt for the three months ended June 30,
1997 and 1996 in the amounts of $2.6 million and $1.2 million,
respectively, and for the six months ended June 30, 1997 and 1996 in the
amounts of $5.0 million and $3.3 million, respectively. Income taxes paid
during the three months ended June 30, 1997 and 1996 were $1.0 million and
$4.0 million, respectively and during the six months ended June 30, 1997
and 1996 were $1.4 million and $4.6 million, respectively.
6. Certain items in the 1996 financial statements have been reclassified
to conform with 1997 presentation.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER RESULTS
SUMMARY
Net sales decreased 0.4% to $80.3 million in the second quarter of 1997
from $80.6 million in the second quarter of 1996. The decrease in net
sales resulted primarily from lower sales by the Company's communications
components business. Net income decreased to $5.4 million in the second
quarter of 1997 from $7.1 million in the second quarter of 1996, in large
part because of lower operating income from the communications components
business.
REVENUES
The Company's communications components revenues decreased 1.8% in the
second quarter of 1997 from revenues in the comparable prior year period.
The decrease reflects lower Gilbert Engineering Co., Inc. ("Gilbert") sales
resulting primarily from a shipment moratorium implemented by Gilbert's
largest customer in October of 1996. This customer made limited purchases
from Gilbert during the second quarter of 1997, but the Company is
uncertain as to when the customer will purchase from Gilbert in the future.
The decline in Gilbert's revenues in the second quarter of 1997 was offset
in part by an increase in revenues by Lasertron Inc.'s ("Lasertron") sales
of fiber-optic components and from Oak Frequency Control Group's sales of
frequency control devices. A significant contract between Gilbert and its
largest customer will expire on December 31, 1997. The impact, if any, of
the expiration of the contract on the Company's business cannot be
determined at this time.
The Company's controls components revenues for the second quarter of
1997 reflected modest growth from revenues for the same period in 1996.
Controls components revenue growth resulted from sales of new products,
increased market share and higher international sales.
GROSS PROFIT
The gross profit margin for the second quarter of 1997 was 38.3%
compared to 39.8% for the second quarter of 1996. The decrease reflects
adverse manufacturing variances at Gilbert from lower production volumes.
The decrease at Gilbert was partially offset by gross margin improvements
in the Company's other businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses as a percentage of sales
increased to 23.3% in the second quarter of 1997 from 20.1% in the second
quarter of 1996. Amortization of intangible assets increased as a result
of the Company's purchase of additional interests in Gilbert in late 1996.
During the second quarter of 1997, the Company continued to increase its
investment in research and development expenditures for new product
development. Sales and marketing expenses increased as a result of the
addition of employees in the areas of field sales, application engineering
and product management.
INTEREST EXPENSE
Interest expense increased to $2.8 million in the second quarter of 1997
from $1.3 million in the second quarter of 1996. The increase reflects the
Company's additional borrowings to finance the purchase of an additional
24.5% interest in Gilbert in late 1996 and stock repurchases under the
Company's stock repurchase program.
INTEREST INCOME
Interest income decreased to $0.06 million in the second quarter of 1997
from $0.1 million in the second quarter of 1996 as a result of a decrease
in the Company's average cash balances.
INCOME TAXES
The effective tax rate for financial reporting purposes for the second
quarter of 1997 increased to 39% compared to 38% in the same period of
1996. The increase is primarily attributable to an increase in
amortization expense associated with the purchase of an additional 24.5%
interest in Gilbert, which is not deductible for federal income tax
purposes.
MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES
Minority interest in net income of subsidiaries in the second quarter of
1997 decreased $2.3 million from the second quarter of 1996 as a result of
the Company's purchase of an additional 24.5% interest in Gilbert in late
1996 and a decrease in Gilbert's net income.
SIX MONTH RESULTS
SUMMARY
Net sales decreased 3.8% to $153.3 million in the first six months of
1997 from $159.3 million in the first six months of 1996. The decrease in
net sales resulted primarily from lower sales by the Company's
communications components business. Net income decreased to $9.4 million
in the first six months of 1997 from $24.4 million in the first six months
of 1996, in large part because net income in the first six months of 1996
included a nonrecurring net gain of $10.9 million. This nonrecurring net
gain reflected a gain of $20.5 million from the sale of the Company's
equity investment in Video 44 less certain nonrecurring asset write downs
and other charges of $3.0 million and a tax impact of these unusual items
totaling $6.6 million. Of the $3.0 million pre-tax charge, $1.1 million
was taken against cost of sales, $1.0 million was taken against selling,
general, and administrative expenses, and $0.9 million was taken against
equity in net income (loss) of affiliated companies. Excluding the
foregoing nonrecurring items and income from discontinued operations of
$1.1 million, the Company's net income for the first six months of 1996 was
$12.4 million.
<PAGE>
The Company's results of operations for the first six months of 1997 and
1996 are summarized as follows (in millions):
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
1997 1996
------- -------
<S> <C> <C>
Net income excluding unusual items......... $ 9.4 $ 12.4
Gain on sale of equity investment.......... -- 20.5
Asset write downs and other charges........ -- (3.0)
Tax impact of unusual items................ -- (6.6)
Income from discontinued operations........ -- 1.1
------ -------
Net income as reported..................... $ 9.4 $ 24.4
====== =======
</TABLE>
REVENUES
The Company's communications components revenues decreased 6.8% in the
first six months of 1997 from revenues in the comparable prior year period.
The decrease reflects lower Gilbert sales resulting primarily from a
shipment moratorium implemented by Gilbert's largest customer in October of
1996. This customer made limited purchases from Gilbert during the second
quarter of 1997, but the Company is uncertain as to when the customer will
purchase from Gilbert in the future. The decline in Gilbert's revenues in
the first six months of 1997 was offset in part by an increase in revenues
from Lasertron's sales of fiber-optic components and from Oak Frequency
Control Group's sales of frequency control devices. A significant contract
between Gilbert and its largest customer will expire on December 31, 1997.
The impact, if any, of the expiration of the contract on the Company's
business cannot be determined at this time.
The Company's controls components revenues for the first six months of
1997 reflected modest growth from revenues for the same period in 1996.
Controls components revenue growth resulted from increased demand for
sensing devices, sales of new products, increased market share and higher
international sales.
GROSS PROFIT
The gross profit margin for the first six months of 1997 was 36.4%
compared to 39.8% (excluding the unusual items described above) for the
first six months of 1996. The decrease reflects lower volume sales of high
margin communications components and adverse manufacturing variances at
Gilbert from lower production volumes. This decrease at Gilbert was
partially offset by margin improvements in the Company's other businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses as a percentage of sales
increased to 22.6% in the first six months of 1997 from 20.5% (excluding
the unusual items described above) in the first six months of 1996 due
primarily to increased amortization of intangible assets resulting from the
Company's purchase of additional interests in Gilbert in late 1996. The
increase is also attributable to higher research and development
expenditures from investments in new product development. Sales and
marketing expenses increased as a result of the addition of employees in
the areas of field sales, application engineering and product management.
INTEREST EXPENSE
Interest expense increased to $5.2 million in the first six months of
1997 from $3.1 million in the first six months of 1996. The increase
reflects the Company's additional borrowings to finance the purchase of an
additional 24.5% interest in Gilbert in late 1996 and stock repurchases
under the Company's stock repurchase program.
INTEREST INCOME
Interest income decreased to $0.1 million in the first six months of
1997 from $0.3 million in the first six months of 1996 as a result of a
decrease in the Company's average cash balances.
EQUITY IN NET INCOME (LOSS) OF AFFILIATED COMPANIES
Equity in net income of affiliated companies in the first six months of
1997 improved by $1.0 million from the first six months of 1996, primarily
because equity in net loss of affiliated companies in the first quarter of
1996 included $0.9 million for the write down of certain assets.
INCOME TAXES
The effective tax rate for financial reporting purposes for the first
six months of 1997 increased to 39% as compared to 38% in the same period
of 1996. The increase is primarily attributable to an increase in goodwill
amortization that was not deductible for income tax purposes. This
increased amortization related to the purchase of an additional 24.5%
interest in Gilbert.
MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES
Minority interest in net income of subsidiaries in the first six months
of 1997 decreased $4.3 million from the first six months of 1996 as a
result of the Company's purchase of an additional 24.5% interest in Gilbert
in late 1996 and a decrease in Gilbert's net income.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations totaling $15.4 million in the first six months
of 1997 represented a decrease of $9.8 million from cash flow generated in
the comparable prior year period of 1996. The decrease resulted primarily
from lower income from continuing operations combined with an increase in
the amount of working capital used. The Company decreased its capital
spending to $7.2 million in the first six months of 1997 from $12.1 million
in the first six months of 1996. Capital expenditures in the first six
months of 1996 included investments to increase capacity at Gilbert and
investments for production processes at Lasertron.
The Company has in place a $300 million unsecured revolving credit
facility (the "Facility"). Borrowings bear interest, at the option of the
Company, either (i) at the prime rate (or, if higher, at 1/2% above the
federal funds rate) or (ii) at a spread (of 1/2% to 1%) over the reserve-
adjusted 1, 2, 3 or 6 month LIBOR rate. The spread is subject to
adjustment based on certain financial tests set forth in the Facility.
Certain of the Company's subsidiaries have guaranteed the obligations under
the Facility. The Facility requires the Company to meet certain periodic
financial tests, and prohibits the Company from paying dividends to the
Company's stockholders. Borrowing capability under the Facility will be
reduced by $50 million on each of November 1, 1999 and November 1, 2000.
The Facility expires on December 31, 2001. As of August 2, 1997, the
Company had borrowings of $144 million under the Facility.
As of June 30, 1997 the Company had spent $20.8 million to repurchase
1,069,300 shares of its common stock. The Company was originally
authorized to repurchase shares of its stock in an amount not to exceed $50
million.
The Company and Gilbert management currently own 92.5% and 7.5%,
respectively, of Gilbert. The Company will purchase one half of
management's interest in Gilbert in the fourth quarter of 1997 and the
remainder of Gilbert management's interest no later than October 30, 1998,
in each case at a price equaling a multiple of Gilbert's earnings before
interest, taxes, and amortization expense for the twelve month period
immediately preceding the closing date of the purchase. The Company will
finance the purchases with cash generated by operations and borrowings
under the Company's Facility. Until such time as management no longer
holds interests in Gilbert, the Company may, pursuant to the provisions of
an Amended and Restated Management Stockholders Agreement, be obligated to
pay management a dividend equal to management's proportionate share of
Gilbert's excess cash flow.
The Company believes that funds generated by operations and from its
existing cash balances and its available credit facility will be sufficient
to fund the Company's ongoing operations.
RISKS AND UNCERTAINTIES
Statements contained in the Management's Discussion and Analysis of
Financial Condition and Results of Operations that are not statements of
historical fact may include forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including, without
limitation, statements as to expectations, beliefs and strategies regarding
the future. It is important to note that actual results could differ
materially from such forward looking statements due to a number of factors,
including, among other things, the factors set forth below. The forward
looking statements should be considered in light of these factors.
Revenues from sales of communications components will account for a
majority of the Company's future revenues. Although demand for these
products has grown in recent years with the buildout of communications
networks in domestic and international markets, a decrease in the rate of
infrastructure construction or upgrade programs could have an adverse
impact on the Company's results of operations.
The communications industry is very competitive and is characterized by
rapid technological change, new product development, product obsolescence
and evolving product specifications. Additionally, price competition in
this market is intense with significant price erosion over the life cycle
of a product. The ability of the Company to compete successfully depends
on the continued introduction of new products and ongoing manufacturing
cost reduction. The Company believes that it will continue to see varying
degrees of price pressure across all product lines. These price pressures,
if not offset by cost reductions, could result in lower average gross
margins.
Sales of the Company's controls components are in large part dependent
on the production level of a few North American appliance manufacturers,
which in turn is sensitive to the strength of the economy, including
housing starts, consumer disposable income and interest rates. Adverse
changes in the economy could have a negative impact on the Company's
financial results.
The Company currently buys a number of raw materials from single
sources. In most cases there are readily available and qualified external
alternative sources of supply. The Company does not at this time have a
qualified second external source for one critical component used in the
production of fiber-optic modules, however the Company now produces this
component in-house in addition to sourcing it from a single external
vendor.
The Company must comply with governmental regulations relating to the
environment. The cost of compliance with environmental regulations in 1996
was immaterial and is not expected to have a material effect on capital
expenditures or operating results in 1997.
Various pending or threatened legal proceedings by or against the
Company or one or more of its subsidiaries involve alleged breaches of
contract, torts and miscellaneous other causes of action arising in the
course of business. The Company's management, based upon advice of legal
counsel representing the Company with respect to each of these proceedings,
does not believe any of these proceedings will have a significant impact on
the Company's consolidated financial position.
The Company's international operations and its results could be affected
by changes in policies of foreign governments and in social and economic
conditions outside the U.S. including civil unrest, changing inflation and
foreign exchange rates, and trade restrictions or prohibitions.
Any of the foregoing could have an adverse effect on future results.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
On April 16, 1997, the Company held its Annual Meeting of Stockholders
(the "Annual Meeting") at which each of William S. Antle III, Beth L.
Bronner, Daniel W. Derbes, Roderick M. Hills, George W. Leisz, Gilbert E.
Matthews, Christopher H.B. Mills and Elliot L. Richardson were re-elected
as directors for an additional term to expire at the Company's next Annual
Meeting. Each of the directors was re-elected with the following votes:
Mr. Antle, 13,983,913 votes cast for and 48,042 votes withholding
authority; Ms. Bronner, 12,951,754 votes cast for and 1,080,201 votes
withholding authority; Mr. Derbes, 13,978,549 votes cast for and 53,406
votes withholding authority; Mr. Hills, 13,977,268 votes cast for and
54,687 votes withholding authority; Mr. Leisz, 13,976,105 votes cast for
and 55,850 votes withholding authority; Mr. Matthews, 13,979,129 votes cast
for and 52,826 votes withholding authority; Mr. Mills, 12,931,450 votes
cast for and 1,100,505 votes withholding authority; and Mr. Richardson,
13,973,610 votes cast for and 58,345 votes withholding authority.
The Company's stockholders also ratified the appointment of Price
Waterhouse LLP as the Company's independent public accountants for the
Company's fiscal year 1997, with 13,993,802 votes cast for such
ratification, 21,106 votes cast against such ratification, and 17,047 votes
abstaining from such ratification.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
(27) Financial Data Schedule (Submitted only to the Securities
and Exchange Commission in electronic format for its
information only).
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the second quarter ended
June 30, 1997.
<PAGE>
OAK INDUSTRIES INC.
SIGNATURES
Pursuant to the requirement 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.
OAK INDUSTRIES INC.
Date: August 15, 1997 /s/ Coleman S. Hicks
Coleman S. Hicks
Senior Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Jun-30-1997
<CASH> 8,660
<SECURITIES> 0
<RECEIVABLES> 50,065
<ALLOWANCES> 0
<INVENTORY> 51,239
<CURRENT-ASSETS> 129,345
<PP&E> 149,811
<DEPRECIATION> 84,033
<TOTAL-ASSETS> 377,200
<CURRENT-LIABILITIES> 45,019
<BONDS> 0
<COMMON> 185
0
0
<OTHER-SE> 161,510
<TOTAL-LIABILITY-AND-EQUITY> 377,200
<SALES> 153,348
<TOTAL-REVENUES> 153,348
<CGS> 97,479
<TOTAL-COSTS> 97,479
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,248
<INCOME-PRETAX> 16,178
<INCOME-TAX> 6,242
<INCOME-CONTINUING> 9,388
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,388
<EPS-PRIMARY> .52
<EPS-DILUTED> .52
</TABLE>
