<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
TO
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended December 31, 1997
or
[ ] 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: 1-11091
SYBRON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 22-2849508
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
(414) 274-6600
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
At February 9, 1998 there were 97,191,300 shares of the Registrant's
Common Stock, par value $0.01 per share, outstanding. The number of outstanding
shares has been adjusted to reflect a two-for-one stock split in the form of a
100 percent stock dividend (one share of Common Stock for each outstanding share
of Common Stock), to be distributed on February 20, 1998 to shareholders of
record at the close of business on February 12, 1998.
<PAGE> 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997:
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
See the Exhibit Index following the Signature page in this report,
which is incorporated herein by reference.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the quarter for which this
report is filed.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
SYBRON INTERNATIONAL CORPORATION
(Registrant)
Date May 22, 1998 /s/ Dennis Brown
------------ ----------------
Dennis Brown
Vice President - Finance, Chief
Financial Officer & Treasurer*
* executing as both the
principal financial officer
and the duly authorized
officer of the Company.
<PAGE> 4
SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE TO HEREWITH
<S> <C> <C> <C>
11 Statement re Computation of Per Share X
Earnings
27.1 Restated Financial Data Schedule X*
27.2 Restated Financial Data X*
Schedule (three month
period ended December 31,
1996)
</TABLE>
- -----------------------
* Filed with Amendment No. 1
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SYBRON INTERNATIONAL CORPORATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997, AS RESTATED TO INCLUDE THE
FOOTNOTE REFERRING TO THE STOCK SPLIT, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 19,004
<SECURITIES> 0
<RECEIVABLES> 165,231
<ALLOWANCES> 3,724
<INVENTORY> 156,626
<CURRENT-ASSETS> 375,662
<PP&E> 195,728
<DEPRECIATION> 157,252
<TOTAL-ASSETS> 1,280,852
<CURRENT-LIABILITIES> 149,555
<BONDS> 676,637
0
0
<COMMON> 967
<OTHER-SE> 390,480
<TOTAL-LIABILITY-AND-EQUITY> 1,280,852
<SALES> 210,127
<TOTAL-REVENUES> 210,127
<CGS> 104,268
<TOTAL-COSTS> 60,188
<OTHER-EXPENSES> 115
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,992
<INCOME-PRETAX> 32,564
<INCOME-TAX> 13,229
<INCOME-CONTINUING> 19,335
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,335
<EPS-PRIMARY> .20<F1>
<EPS-DILUTED> .19<F1>
<FN>
<F1>AS ADJUSTED FOR THE TWO-FOR-ONE STOCK SPLIT EFFECTIVE FEBRUARY 20, 1998.
PRIOR FINANCIAL DATA SCHEDULES OTHER THAN FOR THE PERIODS ENDED MARCH 31, 1997
AND DECEMBER 31, 1996, HAVE NOT BEEN RESTATED TO REFLECT THE STOCK SPLIT.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SYBRON INTERNATIONAL CORPORATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996, AS RESTATED TO REFLECT THE
ADOPTION OF SFAS NO. 128 AND THE MERGER OF NATIONAL SCIENTIFIC COMPANY ACCOUNTED
FOR AS A POOLING OF INTERESTS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENT.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 22,970
<SECURITIES> 0
<RECEIVABLES> 123,704
<ALLOWANCES> 2,360
<INVENTORY> 124,568
<CURRENT-ASSETS> 296,835
<PP&E> 170,069
<DEPRECIATION> 130,081
<TOTAL-ASSETS> 993,190
<CURRENT-LIABILITIES> 138,005
<BONDS> 478,673
0
0
<COMMON> 952
<OTHER-SE> 305,394
<TOTAL-LIABILITY-AND-EQUITY> 993,190
<SALES> 173,658
<TOTAL-REVENUES> 173,658
<CGS> 87,779
<TOTAL-COSTS> 50,076
<OTHER-EXPENSES> 214
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,151
<INCOME-PRETAX> 26,438
<INCOME-TAX> 10,760
<INCOME-CONTINUING> 15,678
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,678
<EPS-PRIMARY> .17<F1>
<EPS-DILUTED> .16<F1>
<FN>
<F1>AS ADJUSTED FOR THE TWO-FOR-ONE STOCK SPLIT EFFECTIVE FEBRUARY 20, 1998.
PRIOR FINANCIAL DATA SCHEDULES HAVE NOT BEEN RESTATED TO REFLECT THE STOCK
SPLIT.
</FN>
</TABLE>
