<PAGE>
UNITED STATES 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 SEPTEMBER 3, 1995.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ____________________ .
Commission File Number 1-8700
M E A S U R E X C O R P O R A T I O N
----------------------------------------
(Exact name of Registrant as specified in its charter)
------------------------------------------------------
DELAWARE 94-1658697
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 255-1500
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, former address & 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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock outstanding at September 3, 1995: 15,587,631
(1) Excludes common stock held in treasury.
This document contains 13 pages, with the Exhibit Index located on pages
11 to 12.
1
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ -----------------------------------
September 3, August 28, September 3, August 28,
1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Systems $62,016 $39,542 $157,632 $113,642
Service and other 29,627 26,112 84,433 76,235
------- ------- -------- --------
Total revenues 91,643 65,654 242,065 189,877
------- ------- -------- --------
Operating costs and expenses:
Systems 36,707 25,439 96,104 72,659
Service and other 18,377 16,541 53,028 47,899
Product development 4,749 4,985 14,056 14,929
Selling and administrative 19,823 15,681 55,717 46,886
------- ------- -------- --------
Total operating
costs and expenses 79,656 62,646 218,905 182,373
------- ------- -------- --------
Earnings from operations 11,987 3,008 23,160 7,504
Other income (expense):
Interest expense (856) (331) (2,167) (997)
Interest income and other, net 1,728 1,484 5,053 4,155
------- ------- -------- --------
Total other income, net 872 1,153 2,886 3,158
------- ------- -------- --------
Income before income taxes and
cumulative effect of
accounting change 12,859 4,161 26,046 10,662
Provision for income taxes 4,374 1,623 8,856 4,158
------- ------- -------- --------
Income before cumulative effect
of accounting change 8,485 2,538 17,190 6,504
Cumulative effect of
accounting change - - - 524
------- ------- -------- --------
Net income $ 8,485 $ 2,538 $ 17,190 $ 7,028
======= ======= ======== ========
Net income per share:
Income before cumulative effect
of accounting change $ .51 $ .14 $ 1.01 $ .36
Cumulative effect of
accounting change - - - .03
------- ------- -------- --------
Net income per share $ .51 $ .14 $ 1.01 $ .39
======= ======= ======== ========
Dividends per share $ .11 $ .11 $ .33 $ .33
======= ======= ======== ========
Average number of common and
common equivalent shares
(in thousands) 16,625 18,103 17,015 18,098
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
2
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
September 3, November 27,
1995 1994
- ----------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 45,958 $ 82,254
Short-term investments 1,402 27,030
Accounts receivable 84,155 61,583
Inventories 32,070 24,685
Prepaid expenses and other 13,260 11,957
-------- --------
Total current assets 176,845 207,509
-------- --------
Contracts receivable 37,103 32,139
Service parts, net 12,726 12,286
Property, plant and equipment, net 48,918 49,655
Other assets 19,690 18,234
-------- --------
Total assets $295,282 $319,823
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,429 $ 4,387
Short-term debt - 4,063
Accounts payable 7,214 5,989
Accrued expenses 76,507 65,686
Income taxes payable 5,724 3,848
-------- --------
Total current liabilities 93,874 83,973
-------- --------
Long-term debt 39,754 12,167
Deferred income taxes 6,127 6,500
-------- --------
Total liabilities 139,755 102,640
-------- --------
Shareholders' equity 155,527 217,183
-------- --------
Total liabilities and shareholders' equity $295,282 $319,823
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
3
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------
September 3, August 28,
1995 1994
- -----------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities 5,648 575
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities (3,202) (73,724)
Sale of available-for-sale securities 11,255 34,339
Maturities of held-to-maturity securities 17,522 51,285
Acquisition of property, plant and equipment (5,836) (5,044)
Acquisition of technology (3,380) -
Capitalized software (1,349) (2,307)
-------- --------
Net cash provided by investing activities 15,010 4,549
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to short-term debt - 4,063
Payment of short-term debt (4,063) -
Additions to long-term debt 47,117 -
Payment of long-term debt (20,275) (3,665)
Dividends (5,269) (5,908)
Stock issued under employee stock purchase and stock
option plans 22,745 1,929
Payment for treasury stock (97,271) -
-------- --------
Net cash used in financing activities (57,016) (3,581)
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents 62 (231)
-------- --------
Net (decrease) increase in cash and cash equivalents (36,296) 1,312
Cash and cash equivalents at beginning of period 82,254 76,040
-------- --------
Cash and cash equivalents at end of period $ 45,958 $ 77,352
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Note exchanged for intangible assets $ 700 $ -
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
4
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
__________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated condensed financial statements have been prepared
in accordance with SEC requirements for interim financial statements. They,
therefore, do not include all the disclosures which are presented in the
Measurex Corporation ("the Company") Annual Report on Form 10-K. It is
suggested that the financial statements be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the Company's
Annual Report on Form 10-K.
The information furnished reflects all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for
the fair statement of financial position, results of operations and cash flows
for the interim period. The year-end condensed balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. The results of operations for the
periods presented are not necessarily indicative of results to be expected for
the full year.
Consolidation
The consolidated condensed financial statements include the accounts of all
subsidiaries after elimination of intercompany balances and transactions.
Net Income per Share
Net income per share is computed based on the weighted average number of common
shares outstanding during the period adjusted to reflect the assumed exercise of
outstanding stock options to the extent these had a dilutive effect on the
computation.
Fiscal Year
The Company uses a 52-53 week fiscal year. Fiscal 1995 is a 53 week year and
fiscal 1994 is a 52 week year. The extra week in 1995 is accounted for in the
first quarter.
5
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(Unaudited)
__________________________________________________________
NOTE 2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
(in thousands) September 3, November 27,
1995 1994
------------ ------------
<S> <C> <C>
Purchased parts and components $14,166 $12,417
Work in process 11,363 7,724
Finished subassemblies and systems 6,541 4,544
------- -------
$32,070 $24,685
======= =======
</TABLE>
- --------------------------------------------------------------------
NOTE 3. LINES OF CREDIT AND DEBT
On September 3, 1995, the Company had two unsecured bank line of credit
agreements that provide for unsecured borrowings up to $95 million. The lines
of credit include a $20 million revolving credit agreement that provides for
variable interest rate borrowings based on the London Interbank Offer Rate
(LIBOR) and a $75 million multicurrency credit agreement with a group of banks
providing borrowings at variable interest rates including a base rate borrowing,
an offshore rate borrowing and local currency rate borrowing. The agreements
expire July 1996 and February 1998, respectively. There was $64 million
available in connection with these agreements at September 3, 1995, of which $9
million was committed to letters of credit.
The Company also has a 5.35% five-year unsecured term loan agreement with a
bank. Interest is payable quarterly, with principal payable in equal quarterly
installments of $1.0 million through June 1998.
These agreements contain certain covenants regarding working capital,
indebtedness and tangible net worth. The Company was in compliance with all
covenants at September 3, 1995.
Debt consists of the following:
<TABLE>
<CAPTION>
(In thousands) September 3, November 27,
1995 1994
------------ ------------
<S> <C> <C>
Bank credit agreements $31,136 $ 4,063
Term loan 11,000 15,000
Other borrowing 2,047 1,554
------- -------
44,183 20,617
Less amount due within one year 4,429 8,450
------- -------
$39,754 $12,167
======= =======
- ----------------------------------------------------------------
</TABLE>
NOTE 4. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and claims that arise in the normal
course of its business. In the opinion of management, these proceedings will
not have a material adverse effect on the financial position and results of
operations of the Company.
________________________________________________________________________________
6
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(Unaudited)
__________________________________________________________
NOTE 5. EXIT AND RESTRUCTURING COSTS
In the fourth quarter of 1994, the Company recorded a $6.4 million charge for
exit costs relating to a restructuring plan. This plan included establishment
of a cross-functional team organization for Cupertino and Ireland operations as
well as consolidation of some other facilities and organizations. Of the $6.4
million, $4.9 million has been utilized through September 3, 1995.
________________________________________________________________________________
NOTE 6. SUBSEQUENT EVENT
On September 16, 1995, the Company signed a definitive agreement to acquire Data
Measurement Corporation (DMC). DMC, located in Gaithersburg, Md., is a leading
manufacturer of measurement systems for the steel industry with revenue in 1994
of $24 million. Approval of the merger will be voted on by DMC shareholders in
early fiscal year 1996.
DMC will operate as a subsidiary, and as part of the Company's Industrial
Systems Division, with manufacturing, engineering, product marketing and sales
support continuing at DMC's facilities.
The Company will pay approximately $30 million to acquire all of the outstanding
stock and other securities of DMC, with common stockholders receiving $18.625
per share.
7
<PAGE>
MEASUREX CORPORATION
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
In the nine months ended September 3, 1995, the Company generated $5.6 million
of cash from operating activities. $29.8 million generated by net income after
adjustments for non-cash items was substantially offset by increases in working
capital of $24.2 million. Accounts and contracts receivable increased $26.8
million, net of foreign exchange impact, as a result of higher revenue,
shipments occurring late in the quarter and the Company's ongoing leasing
program. Inventory and service parts increased $10.0 million, net of foreign
exchange impact, partly to support the higher revenue level and also several
large shipments to be delivered early in the fourth quarter increased third
quarter work in process. Offsetting these increases was an $11.3 million, net
of foreign exchange impact, increase in accounts payable and accrued expenses,
including an increase of $8.9 million in customer deposits reflecting the high
level of orders.
Cash of $15.0 million was generated from investing activities. The Company sold
its available-for-sale securities for $11.3 million and reduced its holding in
held-to-maturity securities by $17.5 million. During the first nine months of
the fiscal year, $5.8 million was spent in acquiring property, plant and
equipment. This is consistent with recent capital expenditure patterns. No
major facilities expansions are planned for the balance of fiscal year 1995. On
December 14, 1994, the Company acquired the Webart Division of The Ohmart
Corporation, and its family of on-line measurement and control systems for $3.4
million in cash and a $0.7 million note payable.
Cash used in financing activities was $57.0 million. On June 22, 1995, the
Company bought back approximately 1.6 million shares of its stock, held by
Harnischfeger Industries, Inc. This repurchase, combined with the Company's
repurchase of approximately 2 million shares of its stock on December 29, 1994,
reduced Harnischfeger's holdings of the Company's stock from 20% at November 27,
1994 to zero. The total value of the transactions was $96.0 million.
Offsetting the cash outflow for this transaction and $5.3 million for dividends,
the Company received $22.7 million cash in connection with its employee stock
purchase plan and stock options exercised and increased its debt by $47.1
million. The Company was in compliance with all loan convenants as of
September 3, 1995.
As a result of the above activities, and excluding exchange rate fluctuations,
the Company's cash and cash equivalents decreased $36.3 million compared to
year-end 1994.
The Company's current ratio (current assets divided by current liabilities) was
approximately 1.9 at the end of the third quarter of 1995 compared to 2.5 at
fiscal year-end 1994. The debt to capitalization ratio was 22% as of
September 3, 1995, compared to 9% at fiscal year-end 1994.
As of September 3, 1995, the Company's principal source of liquidity included
cash, cash equivalents and short-term investments of $47.4 million and unsecured
revolving bank lines of credit of $64 million of which $9 million was committed
to letters of credit.
On September 16, 1995, the Company signed a definitive agreement to acquire Data
Measurement Corporation (DMC). DMC is a leading manufacturer of measurement
systems for the steel industry with revenue in 1994 of $24 million. Approval of
the merger will be voted on by DMC shareholders in early fiscal year 1996. The
Company will pay approximately $30 million to acquire all of the outstanding
stock and other securities of DMC, with common stockholders receiving $18.625
per share.
The Company believes that its financial resources will provide adequate
flexibility to fund the Company's operating needs, capital expenditures and cash
dividends during the next 12 months.
8
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS
- ----------------------
System orders in the third quarter of 1995 were $58 million which represented a
53% increase from the $38 million booked in the third quarter of 1994. This was
the highest third quarter order total in the Company's history. For the first
three quarters of 1995, orders were $188 million, a 74% increase from the 1994
three quarter total of $108 million. This growth reflects the rebound from the
recession in the industries served by the Company, and the Company's ongoing
focus on the industrial systems business.
The industry and geographic breakdown of orders is as follows:
<TABLE>
<CAPTION>
$M $M
------------------------- -------------------------
Three Months Ended Nine Months Ended
------------------------- -------------------------
September 3, August 28, September 3, August 28,
1995 1994 1995 1994
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
US 21.0 12.0 74.0 45.0
Europe 16.0 8.0 55.0 30.0
Rest of World 21.0 18.0 59.0 33.0
-------- -------- -------- -------
Total 58.0 38.0 188.0 108.0
-------- -------- -------- -------
Pulp and Paper 50.0 35.0 163.0 95.0
Industrial Systems 8.0 3.0 25.0 13.0
-------- -------- -------- -------
Total 58.0 38.0 188.0 108.0
-------- -------- -------- -------
</TABLE>
System backlog at the end of the third quarter of 1995 was $124 million, up from
$83 million at the end of the third quarter of 1994 and down slightly from $129
million at the end of the second quarter of 1995.
System revenue for the third quarter of 1995 was 27% higher than the second
quarter of 1995. Compared to 1994, third quarter system revenue was 57% higher,
and for the nine months ended September 3, 1995 was 39% higher than the
comparable 1994 period. The increase in all cases was the result of the higher
orders achieved in the past four quarters.
Service revenue increased 13% for the third quarter of 1995, and 11% for the
nine months ended September 3, 1995 over the comparable periods in 1994.
Increases in revenue for incremental labor services, foreign currency movements
and additional spares revenue account for the increase.
System margins for the third quarter of 1995 were 41% compared to 40% in second
quarter of 1995 and 36% in the third quarter of 1994. For the nine months ended
September 3, 1995, margins were 39% compared to 36% in the comparable period in
1994. This improvement resulted from the Company's ability to achieve better
utilization of existing capacity and fixed overhead, a favorable product mix
with higher margin products and features being sold, and in the third quarter of
1995, better pricing.
Service margins for the third quarter of 1995 were 38%, unchanged from the
second quarter of 1995 and up from 37% in the third quarter of 1994. For the
nine months ended September 3, 1995, the service margin was 37%, unchanged from
the prior year.
Product development expense in the third quarter of 1995 and for the nine months
ended September 3, 1995 was 5% and 6% below the same periods in 1994,
respectively. This reflected savings achieved from the restructuring that took
place in the fourth quarter of 1994.
Selling and administrative expense for the third quarter of 1995 increased 26%
compared to the third quarter of 1994. The increase for the nine months ended
September 3, 1995 was 19% over the comparable 1994 period. Approximately half
the increase is the result of sales commissions, profit sharing and bonuses
consistent with the increase in sales and profitability. In addition, stronger
foreign currencies, increased travel
9
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS (CONT)
- ----------------------------
and the cost of additional sales personnel, the acquisition of the Webart
division, resulted in higher expenses compared to the comparable periods in
1994.
As a result of these changes, earnings from operations for the third quarter of
1995 increased 299% to $12 million from $3 million in 1994. For the nine months
ended September 3, 1995, earnings from operations were $23 million, a 209%
increase from 1994.
Interest expense increased as a result of higher debt levels associated with the
buy-back of approximately 3.6 million shares in the first and second quarters.
Interest income is higher because 1994 was unfavorably impacted by a write-down
in the value of securities available-for-sale ($0.4 million in the third quarter
of 1994 and $0.8 million for the nine months of 1994). Higher interest rates
and increases in the interest income stream from contracts receivable
essentially offset the impact of lower cash balances compared to 1994.
The effective tax rate for both the third quarter of 1995 and the first nine
months was 34%. This compares to 39% in 1994. The lower rate results from
changes in the geographic mix of earnings and the return to profitability in
1995 of several subsidiaries for which no tax benefit for losses could be taken
in 1994.
Net income for the third quarter of 1995 was $8.5 million, a 234% increase over
1994, and for the nine months was $17.2 million, a 145% increase over 1994.
Earnings per share for the quarter increased from $0.14 in 1994 to $0.51 in 1995
and for the nine months from $0.39 to $1.01.
10
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- --------------------------------------------------------
<C> <S>
2.1 Copy of the Agreement and Plan of Reorganization dated
September 16, 1995 among Measurex and Data Measurement
Corporation (incorporated by reference from Exhibit 2.1
on Form 8-K filed with the SEC on September 25, 1995).
10.1 Copy of Registrant's Employee's Stock Option Plan (1981)
(incorporated by reference from Exhibit 28.1 to Post
Effective Amendment No. 2 to Registration Statement No.
33-22589, filed with the SEC on June 25, 1990)
10.2 Copy of Registrant's Employee's Stock Option Plan (1993)
(incorporated by reference from Form S-8 Registration
Statement No. 33-65762 filed with the SEC on July 8,
1993)
10.3 Copy of Registrant's Management Incentive Plan
(incorporated by reference from Exhibit 10.8 on page 24
of Report on Form 10-K for the fiscal year ended
November 30, 1986)
10.4 Copy of Registrant's Employee Stock Purchase Plan,
amended and restated effective December 14, 1993
(incorporated by reference from Exhibit 10.4 on page 21
of Report on Form 10-K for fiscal year ended November
27, 1994).
10.5 Copy of Registrant's Affiliation Agreement dated as of
May 30, 1990, between Measurex Corporation and
Harnischfeger Industries, Inc. (incorporated by
reference from Exhibit 4.1 to Form 8-K filed with the
SEC on June 12, 1990)
10.6 Copy of Repurchase Agreement dated December 29, 1994
(which contains certain amendments to the Affiliation
Agreement referred to in Exhibit 10.5) (incorporated by
reference from Exhibit 10.6 on page 21 of Report of Form
10-K for fiscal year ended November 27, 1994.
10.7 Copy of Registrant's Joint Marketing, Sales and
Development Agreement dated May 30, 1990 between
Measurex Corporation and Beloit Corporation
(incorporated by reference from Exhibit 10.1 to Form 8-K
filed with the SEC on June 12, 1990).
10.8 Copy of Registrant's Joint Marketing, Sales and
Development Agreement dated February 12, 1991 between
Measurex Corporation and Enertec (incorporated by
reference from Exhibit 10.8 on page 33 of Report on Form
10-K for the fiscal year ended December 1, 1991).
10.9 Copy of Registrant's Joint Marketing, Sales and
Development Agreement dated February 28, 1991 between
Measurex Corporation and Mitsubishi Heavy Industries,
Ltd. (incorporated by reference from Exhibit 10.9 on
page 34 of Report on Form 10-K for the fiscal year ended
December 1, 1991).
10.10 Copy of Term Loan Agreement dated as of May 21, 1993,
between Measurex Corporation and the Bank of New York
(incorporated by reference from Exhibit 10 on Form 10-Q
for the period ended May 30, 1993).
10.11 Copy of Amendment dated as of February 10, 1995, to Term
Loan Agreement referred to in Exhibit 10.10
(incorporated by reference from Exhibit 10.11 on page 22
of Report on Form 10-K for fiscal year ended November
27, 1994).
10.12 Copy of Credit Agreement dated as of July 22, 1993,
between Measurex Corporation and ABN Amro Bank N.V., San
Francisco International Branch and/or Cayman Islands
Branch (incorporated by reference from Exhibit 10.11 on
Form 10-Q for the period ended August 28, 1994).
10.13 Copy of First Amendment dated as of July 8, 1994 to
Credit Agreement referred to in Exhibit 10.12.
(incorporated by reference from Exhibit 10.13 on page 22
of Report on Form 10-K for fiscal year ended November
27, 1994).
</TABLE>
11
<PAGE>
<TABLE>
<C> <S>
10.14 Copy of Second Amendment dated as of December 29, 1994
to Credit Agreement referred to in Exhibit 10.12
(incorporated by reference from Exhibit 10.14 on page 22
of Report on Form 10-K for fiscal year ended November
27, 1994).
</TABLE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
--------------------------------
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- --------------------------------------------------------
<C> <S>
10.15 Copy of Third Amendment dated as of February 10, 1995 to
Credit Agreement referred to in Exhibit 10.11.
(incorporated by reference from Exhibit 10.15 on page 22
on Form 10-K for fiscal year ended November 27, 1994).
10.16 Copy of Credit Agreement dated as of February 10, 1995
among Measurex Corporation, Bank of America National
Trust and Savings Association, as Agent, and the other
financial institutions party hereto (incorporated by
reference from Exhibit 10.16 on page 22 of Report on
Form 10-K for fiscal year ended November 27, 1994).
10.17 Copy of Registrant's Stock Option Agreement (Special
Acceleration Grant) dated as of December 14, 1993
(incorporated by reference from Exhibit 10.10 on page 45
of Report on Form 10-K for the fiscal year ended
November 25, 1993).
10.18 Copy of First Amendment dated June 21, 1995 to Credit
Agreement referred to on Exhibit 10.16. (incorporated by
reference from Exhibit 10.18 on Form 10-Q for period
ended June 4, 1995).
10.19 Copy of Stock Repurchase Agreement and Amendment to
Joint Marketing Sales and Development Agreement dated
June 22, 1995 among Measurex, Harnischfeger, HIHC and
Beloit Corporation (incorporated by reference from
Exhibit 2.1 on Form 8-K filed with the SEC on July 6,
1995).
10.20 Copy of Letter Agreement for a special severance benefit
program for key executives dated May 15, 1995.
11.0 Computation of Net Income per Share of Common Stock of
the Registrant.
27.0 Financial Data Schedule
</TABLE>
Other exhibits have not been filed because conditions requiring
filing do not exist.
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated September 16,
1995 in which the Company reported that it had entered into an
agreement to acquire Data Measurement Corporation (DMC). The
Company would pay approximately $30 million to acquire all of the
outstanding stock and other securities of DMC, with common
stockholders receiving $18.625 per share.
12
<PAGE>
MEASUREX CORPORATION
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.
Measurex Corporation
-------------------------------------
(Registrant)
Date: October 10, 1995 By: /s/ Robert McAdams, Jr.
-------------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
<PAGE>
EXHIBIT 10.20
May 15, 1995
Dear :
We are pleased to inform you that the Board of Directors (the "Board") of
Measurex Corporation ("Measurex" or the "Company") has recently authorized and
approved a special severance benefit program for you and other key executives.
The purpose of this letter agreement is to set forth the terms and conditions of
your benefit package and to explain the limitations which will govern the
overall value of your benefits.
Your severance benefits will become payable in the event your employment
terminates within a specified time period following certain changes in ownership
or control of the Company. To understand the full scope of your severance
benefits, you should familiarize yourself with the definitional provisions of
Paragraph 1 of this letter. The benefits comprising your severance package are
detailed in Paragraph 2, and the dollar limitations on the overall value of your
benefit package are specified in Paragraph 3. The remaining paragraphs deal
with ancillary matters affecting your severance arrangement.
1. DEFINITIONS. For purposes of your severance benefits under this letter
agreement, the following definitions will be in effect:
Actual Average Compensation means your average W-2 wages and other
---------------------------
compensation received from Measurex for the five (5) calendar years (or such
fewer number of actual calendar years of employment with Measurex) completed
immediately prior to the calendar year in which the Change in Control is
effected. Any W-2 wages or other compensation for a partial year of employment
with Measurex will be annualized, in accordance with the frequency with which
such wages are paid during such partial year, before inclusion within your
Actual Average Compensation. Should your employment with Measurex commence in
the calendar year in which the Change in Control is effected, then your Actual
Average Compensation will be equal in amount to your rate of base salary in
effect for that year plus all other items of compensation received from Measurex
for such year. If any of your compensation from Measurex during such five (5)-
year or shorter period was not included in your W-2 wages for U.S. income
<PAGE>
tax purposes, either because you were not a U.S. citizen or resident or because
such compensation was excludible from income as foreign earned income under Code
Section 911 or as pre-tax income under Code Section 125 or 402(g), then such
compensation will nevertheless be included in your Actual Average Compensation
to the same extent as if it were part of your W-2 wages.
Change in Control means:
-----------------
(i) the successful acquisition by a person or a group of related
persons, other than the Company or a person controlling, controlled by or under
common control with the Company, of beneficial ownership (as determined pursuant
to the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of fifty percent (50%) or more of the Company's outstanding voting
securities pursuant to a transaction or series of related transactions which the
Board does not at any time recommend the Company's shareholders to accept or
approve,
(ii) the first date within any period of thirty-six (36) consecutive
months or less on which there is effected a change in the composition of the
Measurex Board such that a majority of the Board ceases, by reason of one or
more contested elections for Board membership, to be comprised of individuals
who either (I) have been members of the Measurex Board continuously since the
beginning of such period or (II) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (I) who were still in office at the time such election or
nomination was approved by the Board,
(iii) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the State in which the Company is incorporated,
(iv) the sale, transfer or other disposition of all or substantially
all of the assets of the Company in complete liquidation or dissolution of the
Company,
(v) any reverse merger in which the Company is the surviving entity
but in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities are transferred to
person or persons different from the persons holding those securities
immediately prior to such merger, or
(vi) the issuance by the Company of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
2
<PAGE>
outstanding securities (determined after such issuance) in a single transaction
or a series of related transactions.
Code means the Internal Revenue Code of 1986, as periodically amended.
----
Common Stock means the Company's common stock.
------------
Fair Market Value means, with respect to any shares of Common Stock
-----------------
subject to any Severance-Accelerated Option or Acquisition-Accelerated Option,
the value per share determined by averaging the lowest and highest selling
prices per share of Common Stock on the date in question on the principal
exchange on which the Common Stock is then listed or admitted to trading, as
such prices are officially quoted by the composite tape of transactions on such
exchange. If there are no reported sales of Common Stock on the principal
exchange on such date, then the average of the lowest and highest selling prices
on such exchange on the next preceding day for which there do exist such
quotations shall be determinative of Fair Market Value.
Involuntary Termination means the termination of your employment with
-----------------------
Measurex:
- involuntarily upon your discharge or dismissal, or
- voluntarily or involuntarily following (I) a change in your
position with the Company which materially reduces your level of
responsibility, (II) a reduction in your level of compensation (including
base salary, fringe benefits and participation in non-discretionary bonus
programs under which awards are payable pursuant to objective financial or
performance standards) or (III) a change in your place of employment which
is more than fifty (50) miles from your place of employment prior to the
Change in Control, provided and only if such change or reduction is
--------------------
effected without your written concurrence.
Option means any option granted to you under the Plan which is
------
outstanding at the time of either the Change in Control or your subsequent
Involuntary Termination. Your Options will be divided into two (2) separate
categories as follows:
Acquisition-Accelerated Options: any outstanding Option (or
-------------------------------
installment thereof) which accelerates, pursuant to the automatic
acceleration provisions of the agreement evidencing that Option, upon a
change in control or ownership of the Company under certain specified
circumstances.
3
<PAGE>
Severance-Accelerated Options: any outstanding Option (or
-----------------------------
installment thereof) which accelerates upon your Involuntary Termination
pursuant to Paragraph 2(a) of this letter agreement.
Option Parachute Payment means, with respect to any Acquisition-
------------------------
Accelerated Option or any Severance-Accelerated Option, the portion of that
Option deemed to be a parachute payment under Code Section 280G and the Treasury
Regulations issued thereunder. The portion of such Option which is categorized
as an Option Parachute Payment shall be calculated in accordance with the
valuation provisions established under Code Section 280G and the applicable
Treasury Regulations and shall include an appropriate dollar adjustment to
reflect the lapse of your obligation to remain in the employ
of Measurex as a condition to the vesting of the accelerated installment. In no
event, however, shall the Option Parachute Payment attributable to any
Acquisition-Accelerated Option or Severance-Accelerated Option (or accelerated
installment) exceed the spread (the excess of the Fair Market Value of the
accelerated option shares over the option exercise price payable for those
shares) existing at the time of acceleration.
Other Parachute Payment means any payment in the nature of
-----------------------
compensation (other than the benefits to which you become entitled under
Paragraph 2 of this letter agreement) which are made to you in connection with
the Change in Control and which accordingly qualify as parachute payments within
the meaning of Code Section 280G(b)(2) and the Treasury Regulations issued
thereunder. Your Other Parachute Payments shall include (without limitation)
the Present Value, measured as of the Change in Control, of the aggregate Option
Parachute Payment attributable to your Acquisition-Accelerated Options (if any).
Present Value means the value, determined as of the date of the Change
-------------
in Control, of any payment in the nature of compensation to which you become
entitled in connection with either the Change in Control or your subsequent
termination of employment, including (without limitation) the Option Parachute
Payment attributable to your Severance-Acceleration Options, your Severance
Payment under Paragraph 2 of this letter agreement and the Option Parachute
Payment attributable to your Acquisition-Accelerated Options. The Present Value
of each such payment shall be determined in accordance with the provisions of
Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty
percent (120%) of the applicable Federal rate in effect at the time of such
determination, compounded semi-annually to the effective date of the Change in
Control.
4
<PAGE>
Plan means either (i) the Measurex Corporation 1993 Stock Option Plan,
----
as amended from time to time, or (ii) the predecessor Measurex Corporation 1981
Stock Option Plan, as previously amended from time to time.
Termination for Cause shall mean an Involuntary Termination of your
---------------------
employment by reason of (i) your commission of any act of fraud or embezzlement,
(ii) your knowingly unauthorized disclosure of confidential information or trade
secrets of the Company, (iii) excessive absenteeism or tardiness on your part
with respect to your scheduled working hours or your continual neglect of the
duties and responsibilities assigned to you, (iv) any intentional act of
insubordiantion on your part or your habitual failure to comply with Company
policies establishing standards of conduct applicable to all employees or (v)
any intentional misconduct on your part which adversely affects the business
reputation of the Company in a material manner.
2. SEVERANCE BENEFITS. Should there occur an Involuntary
Termination of your employment (other than a Termination for Cause) within
eighteen (18) months following a Change in Control, then you will become
entitled to the severance benefits specified below, subject, however, to the
------------------------
dollar limitation of Paragraph 3 of this letter agreement.
- ---------------------------------------------------------
(a) Option Acceleration. Each of your outstanding Options under the
-------------------
Plan, other than your Acquisition-Accelerated Options, will (to the extent not
then otherwise exercisable) be automatically accelerated so that each such
Severance-Accelerated Option will become immediately exercisable for the total
number of shares purchasable thereunder. Each Severance-Accelerated Option
accelerated hereunder will remain exercisable for a period of ninety (90) days
following your Involuntary Termination and may be exercised for any or all of
the accelerated shares in accordance with the exercise provisions of the
agreement evidencing that Option. However, in no event may any Severance-
--------------------------------------
Accelerated Option be exercised after the specified expiration date of the
- --------------------------------------------------------------------------
option term.
- -----------
(b) Severance Payment. Measurex will make a lump sum cash payment
-----------------
(the "Severance Payment") to you, within ninety (90) days after your Involuntary
Termination, in an amount equal in Present Value (measured as of the Change in
Control) to the excess (if any) of (I) 2.99 times your Actual Average
Compensation over (II) the Present Value (also measured as of the Change of
Control) of the aggregate Option Parachute Payment attributable to all your
accelerated Options.
3. REDUCTION OF SEVERANCE BENEFITS. Except to the limited extent
(if any) otherwise provided under subparagraph (d) below, the aggregate Present
Value (measured as of the Change in Control) of the benefits to which you become
entitled under Paragraph 2 at the time of your Involuntary Termination (namely
the
5
<PAGE>
Severance Payment and the Option Parachute Payment attributable to your
Severance-Accelerated Options) shall not exceed in amount the difference between
---
(i) 2.99 times your Actual Average Compensation and (ii) the Present Value,
measured as of the Change in Control, of all Other Parachute Payments to which
you are entitled. Accordingly, except as otherwise provided under subparagraph
------------------------------------------------------------
(d) below, your Options shall not be accelerated and no Severance Payment shall
- -------------------------------------------------------------------------------
be made to you pursuant to this letter agreement, to the extent the Present
- ---------------------------------------------------------------------------
Value as of the Change in Control of (I) the aggregate Option Parachute Payment
- -------------------------------------------------------------------------------
attributable to your Severance-Accelerated Options plus (II) your Severance
- ---------------------------------------------------------------------------
Payment would, when added to the Present Value of your Other Parachute Payments,
- --------------------------------------------------------------------------------
exceed 2.99 times your Actual Average Compensation (the "Parachute Limit").
- --------------------------------------------------------------------------
For purposes of the foregoing Parachute Limit, the following
provisions shall be in effect:
(a) In the event there is any disagreement between you and the Company
as to whether one or more payments to which you become entitled in connection
with either the Change in Control or your subsequent Involuntary Termination
constitute Option Parachute Payments or Other Parachute Payments or as to the
determination of the Present Value thereof, such dispute shall be resolved as
follows:
(i) In the event temporary, proposed or final Treasury Regulations in
effect at the time under Code Section 280G (or applicable judicial decisions)
specifically address the status of any such payment or the method of valuation
therefor, the characterization afforded to such payment by the Regulations (or
such decisions) shall, together with the applicable valuation methodology, be
controlling.
(ii) In the event Treasury Regulations (or applicable judicial
decisions) do not address the status of any payment in dispute, the matter shall
be submitted for resolution to independent counsel mutually acceptable to you
and the Company ("Independent Counsel"). The resolution reached by Independent
Counsel shall be final and controlling; provided, however, that if in the
--------
judgment of Independent Counsel the status of the payment in dispute can be
resolved through the obtainment of a private letter ruling from the Internal
Revenue Service, a formal and proper request for such ruling shall be prepared
and submitted by Independent Counsel, and the determination made by the Internal
Revenue Service in the issued ruling shall be controlling. All expenses
incurred in connection with the retention of Independent Counsel and (if
applicable) the preparation and submission of the ruling request shall be shared
equally by you and the Company.
6
<PAGE>
(iii) In the event Treasury Regulations (or applicable judicial
decisions) do not address the appropriate valuation methodology for any payment
in dispute, the Present Value thereof shall, at the Independent Counsel's
election, be determined through an independent third-party appraisal, and the
expenses incurred in obtaining such appraisal shall be shared equally by you and
the Company.
(b) No Severance Payment shall be made to you under Paragraph 2(b) of
this letter agreement until the Present Value of the Option Parachute Payment
attributable to both your Severance-Accelerated Options and your Acquisition-
Accelerated Options has been determined and the status of any payments in
dispute under Paragraph 3(a) above has been resolved in accordance therewith.
However, you will be permitted to exercise your Severance-Accelerated Options at
any time during the ninety (90) day (or shorter) period immediately following
your Involuntary Termination, provided any and all shares of Common Stock
--------
purchased under your Severance-Accelerated Options shall, together with the
exercise price paid for those shares, be held in escrow by the Company. To the
extent your purchased shares are held in escrow, you will have the right to (i)
direct the sale of such shares, provided the sale proceeds are immediately
deposited in escrow, (ii) exercise all voting rights with respect to such shares
and (iii) receive dividends declared on such shares, provided such dividends are
immediately deposited in escrow.
(c) Once the requisite determinations under Paragraph 3(a) have been
made, then to the extent the aggregate Present Value, measured as of the Change
in Control, of (1) the Option Parachute Payment attributable to your Severance-
Accelerated Options (or installments thereof) plus (2) your Severance Payment
would, when added to the Present Value of all your Other Parachute Payments
(including the Option Parachute Payment attributable to your Acquisition-
Accelerated Options), exceed the Parachute Limit, the following reductions to
the benefits otherwise payable to you hereunder shall be made:
First, your Severance Payment shall be reduced.
-----
Then, any outstanding Severance-Accelerated Options shall immediately
----
terminate and cease to be exercisable. If there is more than one such
Option outstanding, then the Severance-Accelerated Options with the
lowest option spread shall be the first to terminate.
Finally, to the extent one or more of your outstanding Severance-
-------
Accelerated Options (or installments thereof) shall have been
exercised following your Involuntary Termination, such exercises shall
be rescinded (with the Severance-Accelerated Options with the lowest
option spread to be the first rescinded) by refunding to you the
7
<PAGE>
exercise price paid for the purchased shares and returning those
shares (plus any cash dividends paid thereon) to the Company. To the
extent the shares purchased under such accelerated Options (or
accelerated installments thereof) shall have been sold while held in
escrow, the sale proceeds attributable to those shares shall be
allocated as follows: first an amount not to exceed the exercise price
you paid for such shares shall be refunded to you, and then the
balance of the proceeds (together with any cash dividends paid on
those shares) shall be returned to the Company.
To the extent any shares or cash proceeds remain in the escrow account
under Paragraph 3(b) above after the reductions specified in this subparagraph
(c) have been made, those shares or proceeds shall be promptly distributed to
you.
(d) Notwithstanding any provision to the contrary set forth in the
preceding subparagraphs of this Paragraph 3, the aggregate Present Value of your
Severance Payment and the Option Parachute Payment attributable to your
Severance-Accelerated Options shall not be reduced below that amount (if any)
which, when added to the Present Value of all the Other Parachute Payments to
which you are entitled, would nevertheless qualify as reasonable compensation
within the standards established under Code Section 280G(b)(4).
(e) This Paragraph 3 shall in all events be interpreted in such manner
as shall avoid the imposition of excise taxes under Code Section 4999, and the
disallowance of deductions under Code Section 280G(a) with respect to any of the
benefits paid pursuant to Paragraph 2 of this letter agreement.
4. DEATH. Should you die before the Severance Payment (if any) to
which you become entitled under Paragraph 2(b) of this letter agreement is
actually made, then such payment will be made, on the due date hereunder had you
survived, to the executors or administrators of your estate. Should you die
before you exercise your Severance-Accelerated Options (if any), then such
Options may (subject to applicable escrow requirements under Paragraph 3(b)) be
exercised, within twelve (12) months after your death, by the executors or
administrators of your estate or by persons to whom the Options are transferred
pursuant to your will or in accordance with the law of descent and distribution.
In no event, however, may any such Severance-Accelerated Option be exercised
after the specified expiration date of the option term.
5. GENERAL CREDITOR STATUS. The Severance Payment to which you may
become entitled under Paragraph 2(b) shall be paid, when due, from the general
assets of the Company, and no trust fund, escrow arrangement or other segregated
account shall be established as a funding vehicle for such payment.
8
<PAGE>
Accordingly, your right (or the right of the executors or administrators of your
estate) to receive such Severance Payment shall at all times be that of a
general creditor of the Company and shall have no priority over the claims of
other general creditors.
6. INDEMNIFICATION. The indemnification provisions for Officers and
Directors under the Measurex Bylaws shall (to the maximum extent permitted by
law) be extended to you, during the period following your Involuntary
Termination, with respect to any and all matters, events or transactions
occurring or effected during your period of employment with the Company.
7. TERMINATION. This letter agreement and the severance benefits
payable hereunder will automatically terminate and cease to be effective at the
close of business on December 31, 1999, unless a Change is Control has in fact
been consummated on or before that date.
8. MISCELLANEOUS. The provisions of this letter agreement shall be
binding upon the Company, its successors and assigns (including, without
limitation, the surviving entity or successor party resulting from the Change in
Control) and shall be construed and interpreted under the laws of the State of
California. This letter agreement supersedes and terminates all other existing
agreements between you and the Company relating to the subject of severance
benefits payable upon a change in control or ownership of the Company, including
(without limitation) your July 31, 1989 letter agreement with the Company on
such subject. This letter agreement may only be amended by written instrument
signed by you and an authorized officer of the Company.
9. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement is
intended to provide you with any right to continue in the employ of Company (or
any subsidiary) for any period of specific duration or interfere with or
otherwise restrict in any way your rights or the rights of the Company (or any
subsidiary), which rights are hereby expressly reserved by each, to terminate
your employment at any time for any reason whatsoever, with or without cause.
10. AFFECT UPON POOLING ACCOUNTING. Should there occur a Change in
Control which is expressly conditioned upon the accounting treatment of such
transaction as a pooling of interests under Accounting Principles Board Opinion
No. 16 ("Business Combinations"), and to the extent one or more severance
benefits otherwise payable to you under Paragraph 2 of this letter agreement
would preclude such pooling accounting, then such severance benefit or benefits
shall not become due and payable to you and you hereby waive your rights and
entitlement to those benefits in such case.
11. ATTORNEY FEES. In the event legal proceedings should be
initiated by you or by the Company with respect to any controversy, claim or
9
<PAGE>
dispute relating to the interpretation or application of the provisions of this
letter agreement or any benefits payable hereunder, the prevailing party in such
proceedings will be entitled to recover from the losing party reasonable
attorney fees and costs incurred in connection with such proceedings, including
any fees and costs which would otherwise be chargeable to the prevailing party
under subsection (a)(ii) of Paragraph 3 of this letter agreement in the absence
of such legal proceedings, or in the enforcement or collection of any judgment
or award rendered in such proceedings. For purposes of this Paragraph 11, the
prevailing party means the party determined by the court to have most nearly
prevailed in the proceedings, even if that party does not prevail in all
matters, and does not necessarily mean the party in whose favor the judgment is
actually rendered. If the Company materially breaches any of its obligations
under this letter agreement and fails to cure that breach within thirty (30)
days after written notice from you, you will then be entitled to reimbursement
from the Company for any reasonable expenses and attorney fees you incur in
having the Company subsequently cure that breach, whether or not legal
proceedings are actually commenced in connection with such breach.
Please indicate your acceptance of the foregoing by signing the
enclosed copy of this letter and returning it to the Company.
Very truly yours,
MEASUREX CORPORATION
By
----------------------------------------
Title:
------------------------------------
ACCEPTANCE
I hereby agree to all the terms and provisions of the foregoing letter
agreement governing the severance benefits which may become payable to me in
connection with certain changes in control or ownership of Measurex Corporation,
such acceptance effective as of the date first above written.
Signature:
----------------------
Name:
---------------------------
10
<PAGE>
EXHIBIT 11.0
MEASUREX CORPORATION
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
_________________________________________________
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- -------------------------
September 3, August 28, September 3, August 28,
1995 1994 1995 1994
------------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 15,765 17,942 16,403 17,915
Net effect of dilutive stock options
based on the treasury stock method
using average market price 860 161 612 183
------- ------- ------- -------
Average common and common
equivalent shares outstanding 16,625 18,103 17,015 18,098
======= ======= ======= =======
Income before cumulative effect of
accounting change $ 8,485 $ 2,538 $17,190 $ 6,504
======= ======= ======= =======
Net income $ 8,485 $ 2,538 $17,190 $ 7,028
======= ======= ======= =======
Income per share before cumulative effect
of accounting change $ .51 $ .14 $ 1.01 $ .36
======= ======= ======= =======
Net income per share $ .51 $ .14 $ 1.01 $ .39
======= ======= ======= =======
Fully diluted: (Note A)
Average shares outstanding 15,765 17,942 16,403 17,915
Net effect of dilutive stock options
based on the treasury stock method
using quarter-end market price or
average market price when greater
than quarter-end price 860 278 667 226
------- ------- ------- -------
Average common and common
equivalent shares outstanding 16,625 18,220 17,070 18,141
======= ======= ======= =======
Income before cumulative effect of
accounting change $ 8,485 $ 2,538 $17,190 $ 6,504
======= ======= ======= =======
Net Income $ 8,485 $ 2,538 $17,190 $ 7,028
======= ======= ======= =======
Income per share before cumulative effect
of accounting change $ .51 $ .14 $ 1.01 $ .36
======= ======= ======= =======
Net income per share $ .51 $ .14 $ 1.01 $ .39
======= ======= ======= =======
</TABLE>
- ----------------------
Note A: Fully diluted earnings per share have been calculated in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per Share".
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 3, 1995, THE CONSOLIDATED
CONDENSED INCOME STATEMENTS, THE CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
AND THE RELATED NOTES, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-03-1995
<PERIOD-END> SEP-03-1995
<CASH> 45,958
<SECURITIES> 1,402
<RECEIVABLES> 89,929
<ALLOWANCES> (5,774)
<INVENTORY> 32,070
<CURRENT-ASSETS> 176,845
<PP&E> 118,007
<DEPRECIATION> (69,089)
<TOTAL-ASSETS> 295,282
<CURRENT-LIABILITIES> 93,874
<BONDS> 0
<COMMON> 189
0
0
<OTHER-SE> 155,338
<TOTAL-LIABILITY-AND-EQUITY> 295,282
<SALES> 242,065
<TOTAL-REVENUES> 242,065
<CGS> 149,132
<TOTAL-COSTS> 218,905
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,167
<INCOME-PRETAX> 26,046
<INCOME-TAX> 8,856
<INCOME-CONTINUING> 17,190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,190
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
