SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 1995
EXIDE ELECTRONICS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18106 23-2231834
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8521 Six Forks Road
Raleigh, North Carolina 27615
(Address of principal
executive offices)
Registrant's telephone number, including area code: (919) 872-3020
(17 pages total)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
On February 8, 1995, Exide Electronics Group, Inc. (Exide Electronics) completed
the acquisition of International Power Machines Corporation (IPM) pursuant to an
Agreement and Plan of Reorganization dated as of August 25, 1994, as amended by
amendments dated as of December 14, 1994 and as of January 5, 1995 (the Merger
Agreement). On February 21, 1995, Exide Electronics filed a description of the
acquisition under Item 2 of Form 8-K, and is hereby filing the financial
information required under Item 7 with this Form 8-K/A.
(a) Financial statements of businesses acquired
The audited financial information of IPM for the three years ended December 31,
1993 is set forth in IPM's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-8084) and is incorporated herein by reference.
The unaudited financial information of IPM for the quarter and nine months ended
September 30, 1994 is set forth in IPM's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994 (File No. 1-8084) and is incorporated herein by
reference.
The unaudited financial information of IPM for the twelve months ended December
31, 1994 and 1993 follows:
<PAGE>
<TABLE>
<CAPTION>
IPM
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
December 31,
1994 1993
(unaudited) (see note)
------------ ------------
ASSETS
Current assets
<S> <C> <C>
Cash and cash equivalents $ 396 $ 278
Accounts receivable 7,927 6,736
Inventories 11,321 8,167
Deferred tax assets 1,010 157
Other current assets 631 352
--- ---
Total current assets 21,285 15,690
------ ------
Property and equipment 7,259 6,711
Accumulated depreciation 6,043 5,668
----- -----
1,216 1,043
----- -----
Other assets 1,877 1,680
----- -----
$ 24,378 $ 18,413
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt $ 84 -
Accounts payable 4,100 $ 2,709
Deferred revenues 2,971 2,758
Accrued compensation 544 654
Accrued income taxes payable 379 -
Other accrued liabilities 2,582 1,612
----- -----
Total current liabilities 10,660 7,733
------ -----
Long-term debt 3,700 1,605
Deferred liabilities 162 157
Shareholders' equity
Cumulative preferred stock 400 400
Convertible cumulative preferred stock 25 25
Common stock 430 426
Additional paid-in capital 10,716 10,694
Retained deficit (1,715) (2,627)
------ ------
9,856 8,918
----- -----
$ 24,378 $ 18,413
====== ======
<FN>
Note: The consolidated balance sheet at December 31, 1993 has been derived
from the audited financial statements at that date.
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
IPM
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
Twelve Months Ended
December 31,
1994 1993
(unaudited) (see note)
----------- ----------
Revenues
<S> <C> <C>
Products $ 28,430 $ 25,853
Services 10,283 10,140
------ ------
Total revenues 38,713 35,993
------ ------
Cost of revenues
Products 21,855 19,538
Services 5,420 5,730
----- -----
Total cost of revenues 27,275 25,268
------ ------
Gross profit 11,438 10,725
Selling, general and administrative expense 8,080 7,265
Research and development expense 1,416 1,327
----- -----
Income from operations 1,942 2,133
Interest expense 233 177
Other income (101) (11)
---- ---
Income from operations before income taxes 1,810 1,967
Provision for income taxes 398 153
--- ---
Net income $ 1,412 $ 1,814
======= =======
Preferred stock dividends (400) (400)
---- ----
Net income applicable to common stockholders $ 1,012 $ 1,587
======= =======
Primary earnings per share
Net income $ 0.23 $ 0.33
======= =======
Weighted average number of common and equivalent
shares outstanding 4,414 4,305
===== =====
Fully diluted earnings per share
Net income $ 0.18 $ 0.24
======= =======
Weighted average number of common and equivalent
shares outstanding 6,929 6,812
===== =====
<FN>
Note: The consolidated results of operations for the year ended December
31, 1993 are derived from the audited financial statements at that date.
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
IPM
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Twelve Months Ended
December 31,
1994 1993
(unaudited) (see note)
----------- ----------
Cash flows from operating activities
<S> <C> <C>
Net income $ 1,412 $ 1,814
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization expense 527 394
Increase in accounts receivable (1,191) (549)
Decrease in notes receivable - 20
Increase in inventories (3,154) (419)
Increase in accounts payable 1,391 721
Other, net 310 712
--- ---
Net cash provided by (used in) operating activities (705) 2,693
---- -----
Cash flows from investing activities
Acquisitions of property and equipment (685) (383)
Other, net (197) -
---- ---
Net cash used in investing activities (882) (383)
---- ----
Cash flows from financing activities
Net additions/(reductions) in long-term debt 2,179 (1,990)
Preferred stock dividends paid (500) (400)
Issuance of common stock 26 -
-- ------
Net cash provided by (used in) financing activities 1,705 (2,390)
----- ------
Net increase in cash and cash equivalents 118 (80)
Cash and cash equivalents, beginning of period 278 358
--- ---
Cash and cash equivalents, end of period $ 396 $ 278
=== ===
<FN>
Note: The consolidated statement of cash flows for the year ended December 31, 1993 has been
derived from the audited financial statements at that date.
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
International Power Machines Corporation
Notes to Condensed Consolidated Financial Statements
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and the
rules and regulations of the Securities and Exchange Commission for interim
financial statements. Certain information and footnote disclosures required for
complete financial statements have been condensed or omitted. These financial
statements should be read in conjunction with the financial statements presented
in the company's Annual Report on Form 10-K as of December 31, 1993.
In the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments (which consist of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows at December 31, 1994 and 1993 and for the twelve
months then ended.
Certain amounts in the condensed consolidated financial statements presented
herein for prior periods have been reclassified to conform to the method of
presentation used in 1994. These reclassifications are not material.
Note 2 - Inventories
Inventories, which include materials, labor, and manufacturing overhead, are
stated at the lower of cost or market, and consist of the following (in
thousands):
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Raw materials and supplies $ 5,625 $ 3,107
Work in process 1,336 1,771
Finished goods 2,604 1,342
Service parts 1,756 1,947
------ -----
$ 11,321 $ 8,167
====== =====
</TABLE>
<PAGE>
(b)Pro forma combined financial information (unaudited)
The following unaudited pro forma combined financial statements reflect the
business combination between Exide Electronics and IPM accounted for on a
"pooling of interests" basis, as if the combination had occurred as of the
beginning of the earliest period presented. The unaudited pro forma combined
financial statements are based upon the respective historical financial
statements, which are contained in or incorporated by reference in this Form
8-K/A.
The pro forma combined balance sheet at December 31, 1994 combines the
unaudited consolidated balance sheets of Exide Electronics and IPM as of that
date. The pro forma combined statement of operations for the quarter ended
December 31, 1994 combines Exide Electronics' and IPM's unaudited historical
consolidated statements of operations for the three months ended December 31,
1994. The pro forma combined statement of operations for the year ended
September 30, 1994 combines Exide Electronics' historical consolidated statement
of operations for the fiscal year ended September 30, 1994 with IPM's
consolidated statement of operations for the year ended September 30, 1994,
as restated to conform with Exide Electronics' year end. The pro forma combined
statement of operations for the fiscal years ended September 30, 1993 and 1992
combines Exide Electronics' historical consolidated statements of operations for
the fiscal years then ended with IPM's consolidated statement of operations for
the years ended December 31, 1993 and 1992. Accordingly, the historical results
of IPM's operations for the quarter ended December 31, 1993 is included in the
pro forma combined statement of operations for both of the fiscal years ended
September 30, 1994 and 1993.
These unaudited pro forma combined financial statements should be read in
conjunction with the historical consolidated financial statements and the
related notes thereto of Exide Electronics and IPM. The following documents
concerning Exide Electronics are incorporated herein by reference: (i) the
audited financial information contained in its Annual Report on Form 10-K for
the year ended September 30, 1994; (ii) its Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994; and (iii) the registration statement on
Form S-4 filed with the Commission on January 6, 1995 regarding the merger of
Exide Electronics and IPM.
The pro forma information that follows is presented for illustrative purposes
only and is not necessarily indicative of the operating results or financial
position that would have occurred if the combination had been consummated as
presented in the accompanying unaudited pro forma combined financial statements,
nor is it necessarily indicative of future operating results.
<PAGE>
<TABLE>
<CAPTION>
EXIDE ELECTRONICS AND IPM
PRO FORMA COMBINED BALANCE SHEET
December 31, 1994
(unaudited, in thousands)
Exide Pro Forma
Electronics IPM Adjustments Combined
------------ ------------ ------------ -----------
ASSETS
Current assets
<S> <C> <C> <C>
Cash and cash equivalents $ 959 $ 396 $ $ 1,355
Accounts receivable 82,592 7,927 90,519
Inventories 48,893 11,321 (681) 59,533
Deferred tax assets 6,548 1,010 113 7,671
Other current assets 3,899 631 4,530
----- --- ---- -----
Total current assets 142,891 21,285 (568) 163,608
------- ------ ---- -------
Property, plant, and equipment
Land, buildings, and leasehold
improvements 8,701 - 8,701
Machinery and equipment 46,658 7,259 53,917
------ ----- ------
55,359 7,259 62,618
------ ----- ------
Accumulated depreciation 27,650 6,043 33,693
------ ----- ------
27,709 1,216 28,925
------ ----- ------
Other assets 15,561 1,877 17,438
------ ----- ----- ------
$ 186,161 $ 24,378 $ (568) $ 209,971
======= ====== ===== =======
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND COMMON SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt $ 5,817 $ 84 $ $ 5,901
Accounts payable 49,376 4,100 53,476
Deferred revenues 11,741 2,971 14,712
Accrued compensation 4,747 544 5,291
Accrued income taxes payable 265 379 644
Other accrued liabilities 5,452 2,582 8,034
----- ----- -----
Total current liabilities 77,398 10,660 88,058
------ ------ ------
Long-term debt 21,000 3,700 989 25,689
Convertible subordinated notes 15,000 - 15,000
Deferred liabilities 2,835 162 2,997
Redeemable preferred stock 10,000 - 10,000
Common shareholders' equity
Cumulative preferred stock - 400 (400) -
Convertible cumulative preferred stock - 25 (25) -
Common stock 62 430 (415) 77
Additional paid-in capital 36,343 10,716 840 47,899
Retained earnings (deficit) 31,104 (1,715) (1,557) 27,832
Cumulative translation adjustments (2,159) - (2,159)
------ ----- ------ ------
65,350 9,856 (1,557) 73,649
Less: Notes receivable from
shareholders (5,295) - (5,295)
Treasury stock, at cost (127) - (127)
---- ----- ------ ----
59,928 9,856 (1,557) 68,227
------ ----- ------ ------
$ 186,161 $ 24,378 $ (568) $ 209,971
======= ====== ==== =======
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXIDE ELECTRONICS AND IPM PRO FORMA COMBINED STATEMENT OF OPERATIONS
Three Months Ended December 31, 1994
(unaudited)
(in thousands, except per share amounts)
Historical
Exide Historical Conforming Pro Forma
Electronics IPM Adjustments Combined
------------ ------------ ------------- ------------
Revenues
<S> <C> <C> <C>
Products $ 56,277 $ 7,619 $ $ 63,896
Services 24,987 3,183 28,170
------ ----- ------
Total revenues 81,264 10,802 92,066
------ ------ ------
Cost of revenues
Products 43,096 6,171 49,267
Services 17,669 1,393 54 19,116
------ ----- -- ------
Total cost of revenues 60,765 7,564 54 68,383
------ ----- -- ------
Gross profit 20,499 3,238 (54) 23,683
Selling, general and administrative expense 14,336 2,221 16,557
Research and development expense 2,177 370 2,547
----- --- --- -----
Income from operations 3,986 647 (54) 4,579
Interest expense 1,341 83 1,424
Interest income (139) (139)
Other income (81) (80) (161)
--- --- --- ----
Income from operations before income taxes 2,865 644 (54) 3,455
----- --- --- -----
Provision for income taxes 1,119 107 (19) 1,207
----- --- --- -----
Net income $ 1,746 $ 537 $ (35) $ 2,248
===== === === =====
Preferred stock dividends 197 - 197
--- --- --- ---
Net income applicable to common shareholders $ 1,549 $ 537 $ (35) $ 2,051
===== === === =====
Primary earnings per share
Net income $ 0.25 $ 0.26
==== ====
Weighted average number of common and
equivalent shares outstanding 6,272 7,782
===== =====
Fully diluted earnings per share
Net income $ 0.23 $ 0.25
==== ====
Weighted average number of common and
equivalent shares outstanding 7,494 9,005
===== =====
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXIDE ELECTRONICS AND IPM PRO FORMA COMBINED STATEMENT OF OPERATIONS
Fiscal Year Ended September 30, 1994
(unaudited)
(in thousands, except per share amounts)
Historical
Exide Historical Conforming Pro Forma
Electronics IPM Adjustments Combined
----------- ----------- ------------- ----------
Revenues
<S> <C> <C> <C>
Products $ 232,494 $ 27,775 $ 260,269
Services 94,089 9,625 103,714
------ ----- -------
Total revenues 326,583 37,400 363,983
------- ------ -------
Cost of revenues
Products 173,023 20,837 193,860
Services 65,788 5,450 190 71,428
------ ----- --- ------
Total cost of revenues 238,811 26,287 190 265,288
------- ------ --- -------
Gross profit 87,772 11,113 (190) 98,695
Selling, general and administrative expense 57,427 7,659 65,086
Research and development expense 8,729 1,421 10,150
Litigation expense 4,997 4,997
----- ----- ---- -----
Income from operations 16,619 2,033 (190) 18,462
------ ----- ---- ------
Interest expense 5,237 180 5,417
Interest income (488) (488)
Other (income) expense 128 (54) 74
--- ---- ---- --
Income before income taxes 11,742 1,907 (190) 13,459
Provision for income taxes 4,011 341 (68) 4,284
----- --- --- -----
Net income $ 7,731 $ 1,566 $ (122) $ 9,175
======= ======= ======= =======
Preferred stock dividends (790) (790)
---- ------- ------- -------
Income applicable to common shareholders $ 6,941 $ 1,566 $ (122) $ 8,385
======= ======= ======= =======
Primary earnings per share
Net income $ 1.10 $ 1.07
======= =======
Weighted average number of common and
equivalent shares outstanding 6,304 7,814
===== =====
Fully diluted earnings per share
Net income $ 1.03 $ 1.03
====== =======
Weighted average number of common and
equivalent shares outstanding 7,882 9,393
===== =====
<FN>
The accompanying notes are an intergral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXIDE ELECTRONICS AND IPM PRO FORMA COMBINED STATEMENT OF OPERATIONS
Fiscal Year Ended September 30, 1993
(unaudited)
(in thousands, except per share amounts)
Historical
Exide Historical Conforming Pro Forma
Electronics IPM Adjustments Combined
----------- ----------- ------------ ----------
Revenues
<S> <C> <C> <C>
Products $ 194,290 $ 25,853 $ $ 220,143
Services 87,659 10,140 97,799
------ ------ ------
Total revenues 281,949 35,993 317,942
------- ------ -------
Cost of revenues
Products 146,162 19,538 165,700
Services 60,764 5,730 253 66,747
------ ----- --- ------
Total cost of revenues 206,926 25,268 253 232,447
------- ------ --- -------
Gross profit 75,023 10,725 (253) 85,495
Selling, general and administrative expense 48,241 7,265 55,506
Research and development expense 8,265 1,327 9,592
----- ----- ---- -----
Income from operations 18,517 2,133 (253) 20,397
Interest expense 4,244 177 4,421
Interest income (466) (466)
Other (income) expense 407 (11) 396
--- --- --- ---
Income before income taxes and cumulative
effect of accounting change 14,332 1,967 (253) 16,046
Provision for income taxes 6,081 153 (20) 6,214
----- --- --- -----
Net income before cumulative effect of
accounting change 8,251 1,814 (233) 9,832
===== ===== ==== =====
Preferred stock dividends (1,071) (1,071)
------ ------- ------ ------
Income before cumulative effect of accounting
change applicable to common shareholders $ 7,180 $ 1,814 $ (233) $ 8,761
======= ======= ====== =======
Primary earnings per share
Net income before the cumulative effect of
accounting change $ 1.25 $ 1.21
====== ======
Weighted average number of common and
equivalent shares outstanding 5,760 7,270
===== =====
Fully diluted earnings per share
Net income before the cumulative effect of
accounting change $ 1.12 $ 1.10
====== ======
Weighted average number of common and
equivalent shares outstanding 8,004 9,316
===== =====
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXIDE ELECTRONICS AND IPM PRO FORMA COMBINED STATEMENT OF OPERATIONS
Fiscal Year Ended September 30, 1992
(unaudited)
(in thousands, except per share amounts)
Historical
Exide Historical Conforming Pro Forma
Electronics IPM Adjustments Combined
----------- ---------- ----------- ---------
Revenues
<S> <C> <C> <C>
Products $ 162,242 $ 24,337 $ $ 186,579
Services 51,122 9,402 60,524
------ ----- ------
Total revenues 213,364 33,739 247,103
------- ------ -------
Cost of revenues
Products 124,129 18,767 142,896
Services 30,073 5,254 185 35,512
------ ----- --- ------
Total cost of revenues 154,202 24,021 185 178,408
------- ------ --- -------
Gross profit 59,162 9,718 (185) 68,695
Selling, general and administrative expense 40,288 6,778 47,066
Research and development expense 7,616 1,169 8,785
----- ----- --- -----
Income from operations 11,258 1,771 (185) 12,844
Interest expense 4,714 376 5,090
Interest income (559) (559)
Other (income) expense (988) 142 (846)
---- --- --- ----
Income before income taxes 8,091 1,253 (185) 9,159
Provision for income taxes 3,056 53 (6) 3,103
----- -- -- -----
Net income $ 5,035 $ 1,200 $(179) $ 6,056
======= ======= ===== =======
Preferred stock dividends (484) - (484)
---- ------- ----- ----
Income applicable to common shareholders $ 4,551 $ 1,200 $(179) $ 5,572
======= ======= ===== =======
Primary earnings per share
Net income $ 0.82 $ 0.79
======= =======
Weighted average number of common and
equivalent shares outstanding 5,529 7,039
===== =====
Fully diluted earnings per share
Net income $ 0.82 $ 0.79
======= =======
Weighted average number of common and
equivalent shares outstanding 5,529 7,651
===== =====
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
NOTES TO PRO FORMA COMBINED STATEMENTS OF OPERATIONS AND BALANCE SHEET
(dollars in thousands)
1. The pro forma combined balance sheet as of December 31, 1994 reflects the
issuance of 1,509,721 shares of Exide Electronics Group, Inc. (Exide
Electronics) common stock in exchange for all of the outstanding shares of
International Power Machines Corporation (IPM) Common Stock, Series A
Preferred Stock, and Series B Convertible Preferred Stock as of February 7,
1995. The pro forma combined balance sheet as of December 31, 1994 also
reflects the payment of $989 of accumulated and unpaid Series A preferred
stock dividends, which were paid in February 1995 in accordance with the
terms of the Merger Agreement between the two companies.
2. Income per share is based on the weighted average number of common and
dilutive equivalent shares of Exide Electronics as adjusted for the
1,509,721 shares issued in the merger. Primary pro forma income per share
before the cumulative effect of accounting change is calculated based upon
the weighted average number of pro forma combined common shares
outstanding, plus equivalent shares related to the assumed exercise, using
the treasury stock method, of dilutive outstanding common stock options.
In addition, IPM Series A and B preferred stock were assumed to have been
converted into equivalent shares of common stock for all periods presented,
whether or not such conversion was dilutive, for both the primary and fully
diluted earnings per share calculations, as these shares were converted
into common stock as part of the transaction. The computation of fully
diluted earnings per share also considers the effect, when dilutive, of the
conversion of Exide Electronics' Series C, D, and E convertible preferred
stock, and Exide Electronics' convertible subordinated notes.
3. The consolidating adjustments shown in the pro forma combined financial
statements represent the exchange of IPM preferred and common stock for
Exide Electronics common stock and the payment of accumulated and unpaid
dividends as described in Note 1 above, as well as those adjustments
necessary to conform the accounting methodology of IPM for reserving for
excess and obsolete service inventories to the accounting methodology used
by Exide Electronics.
4. Total costs incurred or to be incurred by Exide Electronics and IPM in
connection with the merger are currently estimated to be approximately
$4,750. These costs related primarily to fees paid for legal, accounting,
printing, financial advisory, and other related services related to the
consummation of the merger, and the estimated severance and other costs
related to the closure of a duplicate operating facility and the
discontinuance of duplicate product lines manufactured at this facility.
These costs will be charged to expense by the company in the quarter ended
March 31, 1995. According, the effects of these costs have not been
reflected in the pro forma condensed combined financial statements.
5. In May 1990, Exide Electronics was served with a complaint entitled
Branson v. Exide Electronics Corporation, et al., in the Delaware Court of
Chancery (Branson-Delaware), and in May 1991, a related case was filed in
the United States District Court for the Southern District of New York
(Branson-New York). These complaints alleged, among other things, that
Exide Electronics' description of a lawsuit entitled James Hendry d.b.a.
Synergy Sales Engineering v. Exide Electronics Corporation (Hendry) in its
prospectus dated December 21, 1989 was false and misleading. Exide
Electronics recorded a charge in connection with Hendry of $4,997 in its
operating results for the second quarter of fiscal 1994, and reached a
settlement in the Hendry lawsuit in July 1994. For additional information
on the Hendry, Branson-Delaware, and Branson-New York litigation, see Note
4 of the Notes to Consolidated Financial Statements in Exide Electronics'
Form 10-Q for the quarter ended December 31, 1994, which is incorporated
herein by reference.
<PAGE>
In April 1995, Exide Electronics announced that it had settled the Branson
suits. The Delaware Branson action had been dismissed once for failure to
state a claim, but was reinstated following an appeal and was in the
discovery process prior to the settlement. The terms of the settlement were
not disclosed, but the company announced that the settlement would be
recorded in the results of its second fiscal quarter ended March 31, 1995,
and that it would not have a material effect on the company's financial
position. The settlement agreements are subject to court approval, after
notice to affected shareholders. While the company believed that neither
suit had merit, it decided to settle as the suits were taking valuable
corporate time and attention and would have involved significant legal
costs to pursue further.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
23 Consent of Arthur Andersen LLP, independent public accountants
<PAGE>
SIGNATURE
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 hereunto duly authorized.
EXIDE ELECTRONICS GROUP, INC.
Date: April 24, 1995 By: Marty R. Kittrell
Marty R. Kittrell
Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
23 Consent of Arthur Andersen LLP, independent public accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports incorporated by reference in this Form 8-K/A into the company's
previously filed Registration Statement File No. 33-64818, Registration
Statement File No. 33-35202, Registration Statement File No. 33-39310, and
Registration Statement File No. 33-39311.
ARTHUR ANDERSEN LLP
Raleigh, North Carolina
April 24, 1995
