SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarterly Period Ended July 2, 1995
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 0-17873
GIDDINGS & LEWIS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1643189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
142 Doty Street, Fond du Lac, Wisconsin 54935
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 921-9400
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock Outstanding as of July 2, 1995: 34,400,650 shares
<PAGE>
GIDDINGS & LEWIS, INC.
Form 10-Q Index
For Quarter Ended July 2, 1995
Page
PART I. Financial Information
Item 1. Condensed Consolidated Statements of Income 3
Condensed Consolidated Statements of Cash Flows 4
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statement of Changes
in Shareholders' Equity 6
Notes to Condensed Consolidated Financial
Statements 7 - 9
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 10 - 12
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
<PAGE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Share and Per Share Data)
(Unaudited)
Three months ended Six months ended
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
Net sales $ 171,125 $ 144,805 $ 325,701 $ 267,835
Costs and expenses:
Cost of sales 133,335 113,868 256,197 208,707
Selling, general and
administrative
expenses 14,565 15,110 30,148 27,995
Depreciation and
amortization 5,177 4,103 9,359 8,187
--------- --------- --------- ---------
Total operating
expenses 153,077 133,081 295,704 244,889
--------- --------- --------- ---------
Operating income 18,048 11,724 29,997 22,946
Interest (income)/
expense, net 2,726 (294) 3,016 (619)
Other (income)/
expense (107) (27) (138) 64
--------- --------- --------- ---------
Income before provision
for income taxes 15,429 12,045 27,119 23,501
Provision for income
taxes 6,110 4,815 10,704 9,401
--------- --------- --------- ---------
Net income $ 9,319 $ 7,230 $ 16,415 $ 14,100
========= ========= ========= =========
Per common share
amounts:
Net income $ .27 $ .21 $ .48 $ .41
========= ========= ========= =========
Dividends declared $ .03 $ .03 $ .06 $ .06
========= ========= ========= =========
Average number of
common shares
outstanding 34,396,751 34,285,358 34,380,254 34,274,808
See accompanying notes.
<PAGE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Three months ended Six months ended
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
Operating activities:
Net income $ 9,319 $ 7,230 $ 16,415 $ 14,100
Adjustments to
reconcile net income
to net cash provided
(used) by operating
activities:
Depreciation and
amortization 5,177 4,103 9,359 8,187
Net changes in working
capital items, net
of the effects of
Fadal acquisition 17,124 (12,097) (40,328) 4,422
Other 137 (2,885) (982) (2,552)
--------- --------- --------- --------
Net cash provided (used)
by operating activities 31,757 (3,649) (15,536) 24,157
--------- --------- --------- --------
Investing activities:
Purchase of Fadal
Engineering Company,
Inc. (179,579) - (179,579) -
Additions to property,
plant, and equipment (3,950) (4,073) (7,307) (8,574)
Other 335 3,768 1,268 3,490
--------- --------- --------- ---------
Net cash used by investing
activities (183,194) (305) (185,618) (5,084)
Financing activities:
Net increase in notes
payable 147,938 - 183,938 -
Proceeds from stock
options exercised 0 16 0 456
Cash dividends (1,032) (1,029) (2,064) (2,057)
--------- --------- --------- --------
Net cash provided (used)
by financing activities 146,906 (1,013) 181,874 (1,601)
--------- --------- --------- --------
Effect of exchange rate
changes on cash (714) 1,653 158 2,230
--------- --------- --------- --------
Net increase (decrease)
in cash and cash
equivalents (5,245) (3,314) (19,122) 19,702
Cash and cash equivalents
- beginning of period 10,195 76,893 24,072 53,877
--------- --------- --------- --------
Cash and cash equivalents
- end of period $ 4,950 $ 73,579 $ 4,950 $ 73,579
========= ========= ========= =========
See accompanying notes.
<PAGE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
July 2, December 31,
1995 1994
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 4,950 $ 24,072
Accounts receivable 371,388 343,881
Inventories 117,177 74,823
Deferred income taxes 9,455 9,455
Other current assets 8,009 10,923
-------- ---------
Total current assets 510,979 463,154
Fixed assets - net 121,402 107,164
Costs in excess of net acquired assets
and other intangible assets 205,570 84,997
Other assets 10,960 12,943
Deferred income taxes 18,968 18,968
-------- --------
TOTAL ASSETS $867,879 $687,226
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable 183,938 -
Accounts payable 47,187 76,562
Accrued expenses and other
liabilities 87,018 78,912
-------- --------
Total current liabilities 318,143 155,474
Long-term employee benefits
and other long-term liabilities 45,231 46,454
-------- --------
Total liabilities 363,374 201,928
Contingencies
Shareholders' equity:
Class A preferred stock - -
Common stock 3,440 3,429
Capital in excess of par 326,508 325,063
Retained earnings 172,808 158,457
Cumulative translation adjustment 4,728 174
Unamortized compensation expense (2,979) (1,825)
-------- --------
Total shareholders' equity 504,505 485,298
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $867,879 $687,226
======== ========
See accompanying notes.
<PAGE>
<TABLE>
GIDDINGS & LEWIS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JULY 2, 1995
(In Thousands, Except Share Amounts)
(Unaudited)
<CAPTION>
Common Stock Capital in Cumulative Unamortized Total
------------------- Excess of Retained Translation Compensation Shareholders'
Shares Amount Par Earnings Adjustment Expense Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1994 34,294,404 $3,429 $325,063 $158,457 $ 174 $(1,825) $485,298
Net stock award and
options 106,264 11 1,410 (1,978) (557)
Tax benefit related to
vesting of restricted
stock 35 35
Net income 16,415 16,415
Amortization of
compensation expense 824 824
Cash dividends (2,064) (2,064)
Translation adjustment 4,554 4,554
Other (18) 0 0 0
--------- ------- -------- -------- -------- -------- --------
Balance, July 2, 1995 34,400,650 $3,440 $326,508 $172,800 $4,728 $(2,979) $504,505
========== ======= ======== ======== ======== ======== ========
</TABLE>
See accompanying notes.
<PAGE>
GIDDINGS & LEWIS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 2, 1995
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Due to the nature of a substantial portion of the
Company's business (i.e., long-term and complex contracts),
significant adjustments are sometimes required to reflect experience
and other factors. Such adjustments are recorded as changes in
estimates as part of the percentage-of-completion accounting in the
period of the change. Operating results for the six-month period
ended July 2, 1995 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1995. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
The Company is organized into four major operating groups: Automation
Technology, Integrated Automation, Automation Measurement and Control,
and European Operations. The Automation Technology Group is
responsible for the manufacture of cellular and smart manufacturing
systems, automated standalone machine tools, tooling and fixtures, and
remanufacturing. The Integrated Automation Group produces assembly
automation products and systems and flexible transfer lines.
Programmable industrial computers, servo systems, controls, and
measurement products are offered by the Automation Measurement and
Control Group. The European Operations Group offers the Company's
complete product lines through its sales, engineering, manufacturing,
and service facilities in England and Germany.
2. Inventories
July 2, December 31,
1995 1994
(in thousands)
Raw materials $ 42,625 $ 37,166
Work-in-process 63,446 27,568
Finished goods 11,106 10,089
---------- ----------
$ 117,177 $ 74,823
========== ==========
3. Purchase of Fadal Engineering Company, Inc.
On April 24, 1995, a wholly owned subsidiary of the Company acquired
for $180,193,000 ($179,579,000 as adjusted for postclosing
adjustments) (a) all of the issued and outstanding shares of capital
stock of Fadal Engineering Company, Inc. (Fadal) and (b) the land and
building used by Fadal and leased from a related partnership. To
provide financing for the acquisition, the Company (a) entered into
an unsecured $100 million revolving credit facility dated as of April
24, 1995 (the "1995 Credit Agreement") which matures in April 1996,
subject to extension and (b) amended its unsecured $175 million
revolving credit facility dated as of December 21, 1992 (the "1992
Credit Agreement"). The Company borrowed $61,579,000 under the 1995
Credit Agreement and $118,000,000 under the 1992 Credit Agreement to
finance the acquisition. Approximately $120 million of the purchase
price was allocated to cost in excess of net acquired assets and
other intangible assets. Certain principals and other employees of
Fadal entered into noncompetition and/or employment agreements in
connection with the transaction. The operations of Fadal have been
included in the Company's Automation Technology Group since the date
of the acquisition. Details regarding the Fadal acquisition were
previously reported by the Company in Current Reports on Form 8-K,
dated as of April 24, 1995 and July 19, 1995, filed with the
Securities and Exchange Commission.
The proforma unaudited results of operations for the six months ended
July 2, 1995 and July 3, 1994, assuming consummation of the Fadal
acquisition as of January 1, 1994, are as follows:
Six months ended
July 2, 1995 July 3, 1994
(in thousands, except per share data)
Net sales $ 378,695 $ 327,900
Net income 19,744 15,925
Net income per common share $ .57 $ .46
4. Contingencies
The Company is involved in various environmental matters, including
matters in which the Company and certain of its subsidiaries or
alleged predecessors have been named as potentially responsible
parties under the Comprehensive Environmental Response Compensation
and Liability Act (CERCLA). These matters include a soil and water
contamination matter at the Company's former West Allis, Wisconsin
facility. In 1992, the Company was notified by the Wisconsin
Department of Natural Resources (WDNR) of contamination at the West
Allis site. In 1994, the Company sold most of the site, including
the manufacturing facility. The Company is currently implementing a
WDNR approved clean-up plan on the portion of the site that was not
sold.
The Company has established accruals ($10.5 million and $13.8 million
at July 2, 1995 and December 31, 1994, respectively) for all
environmental contingencies of which management is currently aware in
accordance with generally accepted accounting principles. In
establishing these accruals, management considered (a) reports of
environmental consultants retained by the Company, (b) the costs
incurred to date by the Company at sites where clean-up is presently
ongoing and the estimated costs to complete the necessary remediation
work remaining at such sites, (c) the financial solvency, where
appropriate, of other parties that have been responsible for
effecting remediation at specified sites, and (d) the experience of
other parties who have been involved in the remediation of comparable
sites. The accruals recorded by the Company with respect to
environmental matters have not been reduced by potential insurance or
other recoveries and are not discounted. Although the Company has
and will continue to pursue such claims against insurance carriers
and other responsible parties, future potential recoveries remain
uncertain and, therefore, were not recorded as a reduction to the
estimated gross environmental liabilities. Based on the foregoing
and given current information, management believes that future costs
in excess of the amounts accrued on all presently known and
quantifiable environmental contingencies will not be material to the
Company's financial position or results of operations.
In another matter, a Michigan Department of Natural Resources
investigation into alleged environmental violations at the Company's
Menominee, Michigan facility has resulted in the issuance of a
criminal complaint against the Company and two of its employees. The
complaint generally is focused on alleged releases of hazardous
substances and the alleged illegal treatment and disposal of
hazardous wastes. Two civil lawsuits are also pending which allege
improper disposal and emissions at this facility. The Company is
vigorously defending itself against all charges and allegations.
Information presently available to the Company does not enable it to
reasonably estimate potential civil or criminal penalties, or
remediation costs, if any, related to this matter.
The Company is also involved in other litigation and proceedings,
including product liability claims. In the case of product
liability, the Company is partially self-insured and has accrued for
all claim exposure for which a loss is probable and reasonably
estimable. Based on current information, management believes that
future costs in excess of the amounts accrued for all existing
litigation will not be material to the Company's financial position
or results of operations.
<PAGE>
GIDDINGS & LEWIS, INC.
Management's Discussion and Analysis of Results of Operations
and Financial Condition
Results of Operations for the First Six Months
of 1995 Compared to 1994
The following table sets forth the Company's bookings by operating group
in the period and consolidated backlog at period-end on a quarterly basis
for the period April 4, 1994 through July 2, 1995.
July 3, Oct. 2, Dec. 31, April 2, July 2,
1994 1994 1994 1995 1995
(In Thousands)
Operating
group:
Automation
Technology $ 31,724 $ 28,973 $ 40,116 $ 41,523 $ 76,765
Integrated
Automation 113,870 94,705 91,226 91,420 64,884
European
Operations 5,771 12,141 8,759 8,680 27,459
Automation
Measurement
and Control 17,831 16,964 17,948 17,741 19,364
------- ------- ------- ------- -------
Consolidated
bookings $169,196 $152,783 $158,049 $159,364 $188,472
======= ======= ======= ======= =======
Consolidated
backlog $460,370 $449,969 $422,172 $430,121 $478,324
======= ======= ======= ======= =======
Bookings in the first six months of 1995 were $347.8 million compared to
bookings in the first six months of 1994 of $338.6 million. Automation
Technology bookings of $118.3 million in the first six months of 1995
increased 85.5% from $63.8 million in the comparable period of 1994
primarily as a result of the acquisition of Fadal in April 1995 and the
demand for the new RAM machining centers which were introduced in the
second half of 1994. Integrated Automation bookings in the first six
months totalled $156.3 million, a 32.5% decrease from the year earlier
period of $231.5 million due to the timing of order placement for large
automotive contacts. The domestic automotive sector continues to be a
major source for new orders for this group. European Operations bookings
increased 203.5% from $11.9 million in the first six months of 1994 to
$36.1 million in the first half of 1995. Orders from the European
automobile manufacturers were a significant factor in the 1995 increase.
Automation Measurement and Control bookings of $37.1 million for the first
six months of 1995 increased 17.9% over the comparable 1994 period
bookings of $31.5 million. Much of this increase was attributed to orders
from the domestic automotive industry.
Bookings in the second quarter of 1995 were $188.4 million compared to
bookings in the second quarter of 1994 of $169.2 million. Automation
Technology bookings were $76.8 million in the second quarter of 1995, an
increase of 142.0% from $31.7 in the second quarter of 1994. Integrated
Automation bookings of $64.9 million in the second quarter of 1995
decreased 43.0% from $113.9 million in the second quarter of 1994.
European Operations bookings increased 375.8% from $5.8 million in the
second quarter 1994 to $27.4 million in the second quarter of 1995.
Automation Measurement and Control bookings of $19.3 million for the
second quarter of 1995 increased 8.6% from $17.8 million in the second
quarter of 1994. The reasons for the fluctuations in second quarter
bookings (1995 vs. 1994) are essentially the same as those noted in the
previous paragraph which discussed six-month results.
Consolidated net sales in the first six months of 1995 totalled $325.7
million compared to $267.8 million in the year earlier period. The
increase in net sales was related to the strong bookings in first half of
1994 and the addition of Fadal in April 1995. Net sales for Automation
Technology of $111.0 million increased 30.9% from $84.8 million in the
year earlier period. Integrated Automation net sales of $134.4 million
increased 31.9% from $101.9 million. European Operations sales in the
first six months of 1995 were $44.4 million, a decrease of 13.6% from
$51.4 million in the year earlier period. Automation Measurement and
Control net sales increased 20.7% to $35.9 million in the 1995 period
compared to $29.7 million in the 1994 period.
Consolidated net sales increased from $144.8 million in the second quarter
of 1994 to $171.1 million in the second quarter of 1995. In the second
quarter of 1995, Automation Technology net sales totalled $73.2 million
compared to $42.9 million in the year earlier period. Integrated
Automation net sales of $60.5 million in the second quarter of 1995
increased from $52.6 million in the comparable 1994 period. European
Operations net sales in the second quarter of 1995 were $19.4 million, a
44.3% decrease from 1994 second quarter net sales of $35.0 million. Net
sales for the Automation Measurement and Control group were $18.0 million
in the second quarter of 1995 compared to $14.2 million in the year
earlier period.
The consolidated gross margin percentage (before depreciation and
amortization) for the first six months and the second quarter of 1995 was
21.3% and 22.1%, respectively, as compared to 22.1% and 21.4% for the
comparable 1994 periods. The increase in the gross margin percentage in
the second quarter 1995 was primarily due to the benefit from the
inclusion of Fadal, offset by higher than expected development costs
related to the introduction of RAM machining centers at Automation
Technology and excess program costs on certain contracts at Integrated
Automation, all of which are expected to impact second half 1995 margins
as well.
Selling, general, and administrative expenses (before depreciation and
amortization) decreased as a percentage of sales to 9.3% in the first six
months of 1995 from 10.5% in the year earlier period, and to 8.5% for the
second quarter of 1995 from 10.4% in the second quarter of 1994. The
first six months and second quarter 1995 improvements over comparable 1994
periods are largely due to the favorable settlement associated with the
successful defense of a patent infringement case in the second quarter of
1995.
Net interest (income)/expense for the first six months and second quarter
of 1995 of $3.0 million and $2.7 million, respectively, increased from
($.6) million and ($.3) million, respectively, in the comparable 1994
periods. The increase in net interest expense is mainly attributable to
increased borrowings resulting from the acquisition of Fadal.
The provision for income taxes of $10.7 million and $6.1 million for the
first six months and second quarter of 1995, respectively, is based on the
estimated annual effective tax rate for 1995. The Company's effective tax
rate for the first six months of 1995 amounted to 39.5% as compared to
40.0% for the year earlier period.
Liquidity and Capital Resources at July 2, 1995
On July 2, 1995, the Company had $5.0 million of cash and cash equivalents
on hand which was a decrease of $19.1 million from the balance on hand at
the beginning of the year. For the first six months of 1995, operating
activities used $15.4 million of cash. Cash used by working capital
changes totaled $40.3 million due primarily to the build up of inventory
of contracts in progress and the decrease in accounts payable. In the
second quarter of 1995, net working capital items decreased by $17.1
million due to collection of accounts receivable on orders shipped offset
by increased inventory and decreased accounts payable. Investing
activities used $185.6 million for the first six months which included
$179.6 million for the purchase of Fadal and $7.3 million in capital
expenditures. Financing activities provided cash of $181.9 million which
included bank borrowings of $183.9 million less dividend payments of $2.1
million. The Company plans to refinance all or a portion of the debt
incurred in connection with the Fadal acquisition into long-term debt
through one or more transactions which the Company plans to complete
before the end of the year.
The Company believes its cash flows from operations and funds available
from existing or anticipated borrowing arrangements will be adequate to
finance capital expenditures and working capital requirements for the
foreseeable future.
<PAGE>
Part II - OTHER INFORMATION
Giddings & Lewis, Inc.
Form 10-Q
July 2, 1995
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of shareholders held on
April 26, 1995, John A. Becker and John W. Guffey, Jr. were
elected as directors of the Company for terms expiring in 1998.
The following table sets forth certain information with respect
to the election of directors at the annual meeting:
Shares Withholding
Name of Nominee Shares Voted For Authority
John A. Becker 28,063,955 176,560
John W. Guffey, Jr. 28,071,391 169,124
The following table sets forth the other directors of the Company
whose terms of office continued after the 1995 annual meeting:
Year in Which
Name of Director Term Expires
Albert J. Baciocco, Jr. 1996
Ruth M. Davis 1996
Benjamin F. Garmer, III 1996
Richard C. Kleinfeldt 1996
Joseph R. Coppola 1997
Clyde H. Folley 1997
Ben R. Stuart 1997
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Stock Purchase Agreement by and among
Giddings & Lewis, Inc., Bike Corp., Fadal
Engineering Company, Inc., David E. de Caussin and
Myrtle Rosalie de Caussin, trustees of the David and
Myrtle de Caussin Family Trust - 1988, and
Larry F. de Caussin and Elsie Margaret de Caussin,
trustees of the Larry and Elsie de Caussin Family
Trust - 1988, dated as of April 24, 1995
[Incorporated by reference to Exhibit 2.1 to
Giddings & Lewis, Inc.'s Current Report on Form 8-K,
dated as of April 24, 1995]
2.2 Agreement of Purchase and Sale by and between
Giddings & Lewis, Inc., Bike Corp. and 20701 Plummer
Street, Ltd., dated as of April 24, 1995
[Incorporated by reference to Exhibit 2.2 to
Giddings & Lewis, Inc.'s Current Report on Form 8-K,
dated as of April 24, 1995]
4.1 Amendment No. 2 and Consent to Credit Agreement
among Giddings & Lewis, Inc., Giddings & Lewis GmbH,
Giddings & Lewis, Ltd. and the Institutions from
time to time party thereto as Agent and Lenders,
dated as of April 24, 1995 [Incorporated by
reference to Exhibit 4.3 to Giddings & Lewis, Inc.'s
Current Report on Form 8-K, dated as of
April 24, 1995]
4.2 Credit Agreement among Giddings & Lewis, Inc., the
Institutions from time to time party thereto as
Lenders and Citibank, N.A., as Agent, dated as of
April 24, 1995 [Incorporated by reference to Exhibit
4.4 to Giddings & Lewis, Inc.'s Current Report on
Form 8-K, dated as of April 24, 1995]
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K, dated
April 24, 1995, under Items 2 and 7 to reflect the
acquisition of Fadal Engineering Company, Inc. This Form
8-K included historical financial statements of Fadal
Engineering Company, Inc. at and for the years ended
December 31, 1994 and 1993 and pro forma financial
statements of the Company reflecting the acquisition at
and for the year ended December 31, 1994.
The Company filed a Current Report on Form 8-K, dated
July 19, 1995, under Item 5 to update certain financial
information related to the acquisition of Fadal
Engineering Company, Inc. This Form 8-K included
historical financial statements of Fadal Engineering
Company, Inc. at and for the three months ended
April 2, 1995 and March 31, 1994 and pro forma financial
statements of the Company at and for the three months
ended April 2, 1995.
<PAGE>
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.
Giddings & Lewis, Inc.
Date: August 11, 1995 /s/ Joseph R. Coppola
Joseph R. Coppola
Chairman and Chief Executive
Officer
Date: August 11, 1995 /s/ Richard C. Kleinfeldt
Richard C. Kleinfeldt
Vice-President - Finance and
Secretary (Chief Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Exhibit Description
2.1 Stock Purchase Agreement by and among Giddings & Lewis,
Inc., Bike Corp., Fadal Engineering Company, Inc.,
David E. de Caussin and Myrtle Rosalie de Caussin, trustees
of the David and Myrtle de Caussin Family Trust - 1988, and
Larry F. de Caussin and Elsie Margaret de Caussin, trustees
of the Larry and Elsie de Caussin Family Trust - 1988,
dated as of April 24, 1995 [Incorporated by reference to
Exhibit 2.1 to Giddings & Lewis, Inc.'s Current Report on
Form 8-K, dated as of April 24, 1995]
2.2 Agreement of Purchase and Sale by and between
Giddings & Lewis, Inc., Bike Corp. and 20701 Plummer
Street, Ltd., dated as of April 24, 1995 [Incorporated by
reference to Exhibit 2.2 to Giddings & Lewis, Inc.'s
Current Report on Form 8-K, dated as of April 24, 1995]
4.1 Amendment No. 2 and Consent to Credit Agreement among
Giddings & Lewis, Inc., Giddings & Lewis GmbH,
Giddings & Lewis, Ltd. and the Institutions from time to
time party thereto as Agent and Lenders, dated as of
April 24, 1995 [Incorporated by reference to Exhibit 4.3 to
Giddings & Lewis, Inc.'s Current Report on Form 8-K, dated
as of April 24, 1995]
4.2 Credit Agreement among Giddings & Lewis, Inc., the
Institutions from time to time party thereto as Lenders and
Citibank, N.A., as Agent, dated as of April 24, 1995
[Incorporated by reference to Exhibit 4.4 to
Giddings & Lewis, Inc.'s Current Report on Form 8-K, dated
as of April 24, 1995]
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GIDDINGS &
LEWIS' CONSOLIDATED BALANCE SHEET AT JULY 2, 1995 AND CONSOLIDATED STATEMENT OF
INCOME FRO THE SIX MONTHS ENDED JULY 2, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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0
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