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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): FEBRUARY 13, 1997
TRACOR, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-20227 74-2618088
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
6500 TRACOR LANE, AUSTIN, TEXAS 78725-2000
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(Address of Principal Executive Offices) (Zip Code)
TRACOR, INC.
6500 TRACOR LANE
AUSTIN, TEXAS 78725
512/926-2800
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(Name, address, and telephone number,
including area code, of principal executive office)
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ITEM 5. OTHER EVENTS.
This Form 8-K/A is being filed to amend certain information contained
in the Form 8-K filed by Tracor, Inc. (the "Registrant") on February 13, 1997.
Attached hereto as Exhibit 23.1 is the Consent of Independent Auditors,
with conformed signature, of Ernst & Young LLP ("Ernst & Young"), the
Registrant's independent auditors, delivered in connection with the
registrant's Form 8-K filed February 13, 1997. Attached hereto as Exhibit 99.2
is the Opinion of Independent Auditors of Ernst & Young, with conformed
signature, delivered in connection with the Registrant's audited financial
statements for the year ended December 31, 1996, which were filed with the
registrant's February 13, 1997 Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRACOR, INC.
DATE: February 14, 1997 BY: WOODY ENDSLEY
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Vice President and Treasurer
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EXHIBIT INDEX
Exhibit 23.1 - Consent of Independent Auditors. . . . . . . . . . . . . . . .
Exhibit 99.2 - Opinion of Independent Auditors. . . . . . . . . . . . . . . .
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-55624) pertaining to the Stock Option Plan for Employees of
Tracor, Inc. and Subsidiaries of our report dated January 27, 1997, with
respect to the consolidated financial statements of Tracor, Inc. for the year
ended December 31, 1996 included in this Form 8-K dated February 13, 1997.
ERNST & YOUNG LLP
Austin, Texas
February 13, 1997
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EXHIBIT 99.2
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Tracor, Inc.
We have audited the consolidated balance sheets of Tracor, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of Tracor's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Tracor, Inc.
and subsidiaries at December 31, 1996 and 1995, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
Austin, Texas
January 27, 1997
F-2
