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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the plan year ended December 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission File Number:
Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Sola Optical
401(k) Savings Plan
1500 Cader Lane
Petaluma, CA 94954
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Sola International Inc.
2420 Sand Hill Road, Ste. 200
Menlo Park, CA 94025
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<PAGE>
Sola Optical 401(k) Savings Plan
Financial Statements
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors................................................3
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................4
Statements of Changes in Net Assets Available for Benefits....................5
Notes to Financial Statements.................................................6
Supplemental Schedules
Item 27(a) - Schedule of Assets Held for Investment purposes.................13
Item 27(d) - Schedule of Reportable Transactions.............................14
Signatures...................................................................15
Exhibit 23 - Consent of Independent Auditors.................................16
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Administrative Committee
Sola Optical 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Sola Optical 401(k) Savings Plan (formerly Sola Optical USA 401(k) Savings
Plan) (the "Plan") as of December 31, 1996 and 1995, and the related statements
of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan'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 net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1996, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ERNST & YOUNG LLP
Palo Alto, California
June 11, 1997
3
<PAGE>
Sola Optical 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31
1996 1995
---------------------------
Assets
Investments, at fair value:
Mutual funds $20,785,432 $12,098,666
Sola International Inc. common stock 285,820 --
Participant loans 1,675,120 889,790
Money market fund 33,482 252,834
----------- -----------
22,779,854 13,241,290
Investments, at contract value:
Guaranteed investment contracts 3,953,859 5,516,282
----------- -----------
26,733,713 18,757,572
Interest receivable -- 31,555
Employer contributions receivable 456,602 328,935
Participant contributions receivable 57,746 2,859
----------- -----------
Net assets available for benefits $27,248,061 $19,120,921
=========== ===========
See accompanying notes.
4
<PAGE>
Sola Optical 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
1996 1995
-------------------------
Additions
Contributions:
Employer $ 948,533 $ 768,784
Participant 2,648,468 2,186,646
Participant rollovers 2,449,657 --
----------- -----------
6,046,658 2,955,430
Investment income:
Interest 372,207 438,128
Dividends 1,304,373 664,907
Net realized and unrealized appreciation
in fair value of investments 2,169,541 1,961,328
----------- -----------
3,846,121 3,064,363
----------- -----------
Total additions 9,892,779 6,019,793
Deductions
Benefits paid to participants 1,747,819 1,252,789
Investment management fee 17,820 2,400
----------- -----------
Total deductions 1,765,639 1,255,189
----------- -----------
Net increase in net assets 8,127,140 4,764,604
Net assets available for plan benefits at
beginning of year 19,120,921 14,356,317
----------- -----------
Net assets available for plan benefits at
end of year $27,248,061 $19,120,921
=========== ===========
See accompanying notes.
5
<PAGE>
Sola Optical
401(k) Savings Plan
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Description of Accounting
The financial statements of the Sola Optical 401(k) Savings Plan (formerly Sola
Optical USA 401(k) Savings Plan) (the "Plan") are prepared on the accrual basis
in conformity with generally accepted accounting principles.
Valuation of Investments
The assets of the Plan are stated at fair value, except for its investment
contracts which are valued at contract values as reported by the insurance
company. Investments in Sola International Inc. common stock are valued based on
quoted market pricing on the last business day of the year. Shares of mutual
funds are valued at quoted market prices which represent the net asset value of
shares held by the Plan at year end. Participant loans are valued at cost which
approximates fair value. The Plan presents in the statements of changes in net
assets available for benefits the net appreciation (depreciation) in the fair
value of its investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
The Plan adopted the American Institute of Certified Public Accountants
Statement of Position ("SOP") No. 94-4 in 1995. SOP No. 94-4 requires the Plan
to report its benefit responsive guaranteed investment contracts at contract
value. The adoption of SOP No. 94-4 did not have a material effect on the Plan's
financial statements. At December 31, 1996 and 1995, contract value approximates
fair value. There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The average yield and crediting interest rates on
these contracts were between 5.7% and 7.4% for 1996 and 1995. Crediting interest
rates are applied to investment balances daily. The net effective interest rates
on the daily balances are guaranteed to equal the stated annual rate of 5.7%
through 7.4%.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Investment purchases and sales are recorded upon settlement of the transaction.
Administrative Expenses
Administrative expenses of the Plan (including trustee's fees), other than the
investment management fee, are paid directly by the Plan's administrator, Sola
Optical, USA (the "Company"), and are not reflected in the accounts of the Plan.
6
<PAGE>
Sola Optical
401(k) Savings Plan
Notes to Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Description of the Plan and Funding Policy
The following description of Sola Optical 410(k) Savings Plan provides only
general information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions. The Plan is subject to the
Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan is a defined contribution plan which provides eligible employees
long-term savings programs to supplement Company or government retirement
benefits. The Plan covers all full-time and regular part-time employees who are
not members of a collective bargaining agreement. Effective July 1, 1996, all
eligible participants of the former American Optical Corporation's 401 (k) Plan
became participants of the Plan. Employees are eligible to participate in the
Plan beginning on the first day of the calendar quarter following the completion
of one year of employment in which 1,000 hours of service have been completed
with the Company. Participants are fully vested in their Plan accounts at all
times.
Participating employees may select a contribution amount between 1% and 16% of
their compensation up to $9,500 for 1996 and $9,240 for 1995. Contributions are
subject to certain discrimination tests imposed by the Internal Revenue Service
for highly compensated employees.
The Company's Board of Directors determines the Company's matching contribution
to the Plan. The Company's matching contribution will be allocated to the
account of each participant who is still employed on the allocation date, has
retired at age 65 or later, has died or became disabled during the period ended
on the allocation date. Only those eligible participants who have made
before-tax contributions during the preceding six months and who meet these
requirements will receive matching contributions. The Company's matching
contribution was 50% of employee before-tax contributions, up to a maximum of
50% of the first 6% of before-tax compensation contributed by participants.
Participants are fully vested in the matching contributions on the allocation
date.
7
<PAGE>
Sola Optical
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan and Funding Policy (continued)
Participating employees may apply to the Plan for loans, collateralized by the
participant's account, in an amount not exceeding the lesser of 50% of the
present value of the participant's account balance or an amount which may be
amortized by scheduled payments of principal and interest, each of which are not
greater than 10% of the participant's gross monthly salary, up to $50,000. The
loan term may be for a period of one to five years with the exception of
residential loans, which may be up to 10 years. Principal payments are due at
each pay period, with interest at rates which approximate market as periodically
determined by the Plan's administrative committee.
All employees terminating, or qualifying under certain "hardship" rules as
prescribed by the Internal Revenue Service, may elect to receive lump sum
distributions from the Plan. Employees attaining age 70 1/2 are required to
commence receiving distributions by April 1 of the following calendar year.
The Company anticipates that the Plan will continue indefinitely but assumes no
contractual liability as to its continuance. In the event that the Plan is
terminated, each participant is fully vested in his account.
The Plan is administered by the Company. In mid-January 1996, the Plan's record
keeper changed from Watson Wyatt to American Century Investments. At the same
time, the Plan's trustee changed from State Street Bank and Trust Company to the
Chase Manhattan Bank. The Company determines questions of eligibility for
participation, interprets the plan provisions, communicates with participants
and their beneficiaries, and is otherwise generally responsible for plan
operations.
8
<PAGE>
Sola Optical
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan and Funding Policy (continued)
<TABLE>
In January 1996, the Plan eliminated its investment options in the Fidelity
Magellan Fund, Financial Industrial Income Fund and Vanguard Asset Allocation
Fund and transferred these balances into new investment funds. Effective January
1996, participants may choose to invest up to 25% of their account balance in
Sola International Inc. common stock and their remaining account balance in the
following investment instruments via the funds described below:
<CAPTION>
Fund Description Type of Investment Instrument
---------------- -----------------------------
<S> <C>
Twentieth Century Ultra Investors Fund Securities of mid-sized and larger companies
American Century Equity Growth Fund Common stocks
Barclays Global Investors Equity Index Fund Common stocks
First Stable Value Fund Investment contracts with insurance companies, banks,
and other financial institutions
</TABLE>
Prior to June 30, 1995, participants were permitted to invest in a guaranteed
investment contract. Effective July 1, 1995, contributions to these contracts
were discontinued.
In addition, contributions are temporarily invested in a short-term investment
fund in order to earn interest until such time as they are invested in the funds
noted above.
3. Tax Status of the Plan
The Plan obtained its latest determination letter on March 18, 1997, in which
the Internal Revenue Service stated that the Plan was in compliance with the
applicable requirements of the Internal Revenue code. The Company believes that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
9
<PAGE>
Sola Optical 401(k) Savings Plan
Notes to Financial Statements (continued)
4. Statement of Changes in Net Assets Available for Benefits by Investment Fund
<TABLE>
The following schedules detail the changes in net assets available for benefits
for the years ended December 31, 1996 and 1995 by investment program. The
Short-Term Investment Fund is maintained for cash balances held pending
investment or disbursement to participants. Contributions receivable and
interest receivable are not allocated by investment fund until such amounts are
received.
<CAPTION>
Prior Sola
Investment International Inc. Barclays Ultra Equity
Manager Common Equity Index Investors Growth
Funds 1 Stock Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available at
December 31, 1995 $ 11,255,779 $ -- $ -- $ -- $ --
Additions
Contributions:
Employer -- -- 74,057 231,961 89,811
Participant -- -- 408,023 1,164,650 474,917
Rollover -- -- 302,156 641,365 408,988
------------ ------------ ------------ ------------ ------------
Total contributions -- -- 784,236 2,037,976 973,716
Investment income:
Interest -- -- -- -- --
Dividends -- -- 57 575,387 576,705
Net realized and
unrealized appreciation
in fair value of
investments 61,087 47,655 649,918 1,028,577 382,016
------------ ------------ ------------ ------------ ------------
61,087 47,655 649,975 1,603,964 958,721
------------ ------------ ------------ ------------ ------------
Total additions 61,087 47,655 1,434,211 3,641,940 1,932,437
Deductions
Benefits paid to participants -- -- 126,894 432,325 127,813
Other expenses -- -- 2,303 7,694 2,659
------------ ------------ ------------ ------------ ------------
Total deductions -- -- 129,197 440,019 130,472
Transfers (11,316,866) 238,165 2,578,863 7,023,793 3,240,467
------------ ------------ ------------ ------------ ------------
Net increase (decrease) (11,255,779) 285,820 3,883,877 10,225,714 5,042,432
------------ ------------ ------------ ------------ ------------
Net assets available at
December 31, 1996 $ -- $ 285,820 $ 3,883,877 $ 10,225,714 $ 5,042,432
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
First Short-Term
Stable Guaranteed Investment
Value Investment Participant Fund and
Fund Contracts Loans Receivables Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available at
December 31, 1995 $ 842,887 $ 5,516,282 $ 889,790 $ 616,183 $ 19,120,921
Additions
Contributions:
Employer 96,102 -- -- 456,602 948,533
Participant 543,132 -- -- 57,746 2,648,468
Rollover 1,097,148 -- -- -- 2,449,657
------------ ------------ ------------ ------------ ------------
Total contributions 1,736,382 -- -- 514,348 6,046,658
Investment income:
Interest -- 250,469 95,709 26,029 372,207
Dividends 152,224 -- -- -- 1,304,373
Net realized and
unrealized appreciation
in fair value of
investments 288 -- -- -- 2,169,541
------------ ------------ ------------ ------------ ------------
152,512 250,469 95,709 26,029 3,846,121
------------ ------------ ------------ ------------ ------------
Total additions 1,888,894 250,469 95,709 540,377 9,892,779
Deductions
Benefits paid to participants 125,341 863,025 72,421 -- 1,747,819
Other expenses 5,164 -- -- -- 17,820
------------ ------------ ------------ ------------ ------------
Total deductions 130,505 863,025 72,421 -- 1,765,639
Transfers (967,867) (949,867) 762,042 (608,730) --
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 790,522 (1,562,423) 785,330 (68,353) 8,127,140
------------ ------------ ------------ ------------ ------------
Net assets available at
December 31, 1996 $ 1,633,409 $ 3,953,859 $ 1,675,120 $ 547,830 $ 27,248,061
============ ============ ============ ============ ============
<FN>
- ----------
1 - Includes the Fidelity Magellan Fund, Financial Industrial Income Fund and
Vanguard Asset Allocation Fund which were transferred to new investment
funds in January 1996 (Note 2).
</FN>
</TABLE>
10
<PAGE>
Sola Optical 401(k) Savings Plan
Notes to Financial Statements (continued)
<TABLE>
4. Statement of Changes in Net Assets Available for Benefits by Investment Fund (continued)
<CAPTION>
Vanguard Guaranteed
Fidelity Financial Asset First Investment
Magellan Industrial Allocation Stable Contracts
Fund Income Fund Fund Value Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net assets available at December 31, 1994 $ 3,452,184 $ 1,756,315 $ 1,997,208 $ -- $ 5,881,915
Additions
Contributions:
Employer 230,399 109,313 138,428 62,374 262,659
Participant 656,605 286,416 407,148 160,428 675,572
----------- ----------- ----------- ----------- -----------
Total contributions 887,004 395,729 545,576 222,802 938,231
Investment income:
Interest -- -- -- -- 371,877
Dividends 320,157 107,732 236,624 22 372
Net realized and unrealized
depreciation in fair value of
investments 1,021,195 350,875 560,510 28,270 --
----------- ----------- ----------- ----------- -----------
1,341,352 458,607 797,134 28,292 372,249
----------- ----------- ----------- ----------- -----------
Total additions 2,228,356 854,336 1,342,710 251,094 1,310,480
Deductions
Benefits paid to participants 292,096 94,066 185,996 -- 617,887
Other expenses -- -- -- -- 2,400
----------- ----------- ----------- ----------- -----------
Total deductions 292,096 94,066 185,996 -- 620,287
Transfers 162,297 (267,188) 301,719 591,793 (1,055,826)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) 2,098,557 493,082 1,458,433 842,887 (365,633)
----------- ----------- ----------- ----------- -----------
Net assets available at December 31, 1995 $ 5,550,741 $ 2,249,397 $ 3,455,641 $ 842,887 $ 5,516,282
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Short-Term
Investment
Participant Fund and
Loans Receivables Total
----------- ----------- -----------
<S> <C> <C> <C>
Net assets available at December 31, 1994 $ 698,550 $ 570,145 $14,356,317
Additions
Contributions:
Employer -- (34,389) 768,784
Participant -- 477 2,186,646
----------- ----------- -----------
Total contributions -- (33,912) 2,955,430
Investment income:
Interest 38,196 28,055 438,128
Dividends -- -- 664,907
Net realized and unrealized
depreciation in fair value of
investments -- 478 1,961,328
----------- ----------- -----------
38,196 28,533 3,064,363
----------- ----------- -----------
Total additions 38,196 (5,379) 6,019,793
Deductions
Benefits paid to participants 58,745 3,999 1,252,789
Other expenses -- -- 2,400
----------- ----------- -----------
Total deductions 58,745 3,999 1,255,189
Transfers 211,789 55,416 --
----------- ----------- -----------
Net increase (decrease) 191,240 46,038 4,764,604
----------- ----------- -----------
Net assets available at December 31, 1995 $ 889,790 $ 616,183 $19,120,921
=========== =========== ===========
</TABLE>
11
<PAGE>
<PAGE>
Sola Optical 401(k) Savings Plan
Notes to Financial Statements (continued)
5. Investments at Fair Value That Represent Over 5% of Net Assets
The trustee of the Plan has custody of the Plan's investment assets and executes
investment transactions. The following investment balances at fair value
represent individual investments in excess of 5% of net assets available for
plan benefits.
December 31
1996 1995
--------------------------
Mutual Funds
Twentieth Century Ultra Investors Fund $10,225,714 $ --
American Century Equity Growth Fund 5,042,432 --
Barclays Global Investors Equity Index Fund 3,883,877 --
First Stable Value Fund 1,633,409 --
Fidelity Magellan Fund -- 5,550,741
Financial Industrial Income Fund -- 2,249,397
Vanguard Asset Allocation Fund -- 3,455,641
Guaranteed Investment Contracts
John Hancock Mutual Life Insurance Company 1,462,631 1,695,349
Hartford Life Insurance Company 1,619,671 1,854,739
Massachusetts Mutual Life Insurance Company -- 922,054
6. Subsequent Event
Effective January 1, 1997, the assets of the Neolens 401(k) Plan merged in to
the Sola Optical 401(k) Savings Plan.
12
<PAGE>
<TABLE>
Sola Optical 401(k) Savings Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
<CAPTION>
Description Fair
Identity of Issue of Asset Shares Cost Value
---------------------- ------------------- -------- ----------- ----------
<S> <C> <C> <C> <C>
First Trust - Federated Prime Money Market
Obligations Fund Fund 33,482 $ 33,482 $ 33,482
First Stable Value Fund Mutual Fund 92,071 1,633,409 1,633,409
Barclays Global Investors
Equity Index Fund Mutual Fund -- 3,274,008 3,883,877
Twentieth Century Ultra
Investors Fund Mutual Fund 360,694 9,306,644 10,225,714
American Century Equity
Growth Fund Mutual Fund 315,940 4,709,894 5,042,432
Sola International Inc. Common Stock 7,495 238,165 285,820
Hartford Life Insurance
Company -
GIC - maturity date Guaranteed Investment
July 1, 1999 Contract 1,619,671 1,619,671 1,619,671
Massachusetts Mutual Life
Insurance Company -
GIC -
maturity date Guaranteed Investment
June 30, 1998 Contract 871,557 871,557 871,557
John Hancock Mutual
Life Insurance
Company - GIC -
maturity date Guaranteed Investment
June 30, 1998 Contract 1,462,631 1,462,631 1,462,631
* Participant loans (6% to 10%) maturing
from January 1997
through November 2006 1,675,120
-----------
Total investments $26,733,713
===========
<FN>
* Indicates party-in-interest.
</FN>
</TABLE>
13
<PAGE>
Item 27(d) - See separate file "Reptno"
<TABLE>
Sola Optical 401(k) Savings Plan
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1996
<CAPTION>
Current Value
of Asset on Net
Identity Description of Purchase Selling Cost of Transaction Realized
of Party Involved Security Price Price Asset Date Gain (Loss)
------------------------ ----------------------- ------------ ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Category (i) - an individual transaction in excess of 5% of plan assets
State Street Bank and Trust
Company Fidelity Magellan Fund $ -- $ 5,561,716 $ 5,550,741 $ 5,561,716 $ 10,975
State Street Bank and
Trust Company Financial Industrial
Income Fund -- 2,267,081 2,249,397 2,267,081 17,684
State Street Bank and
Trust Company Vanguard Asset
Allocation Fund -- 3,488,069 3,455,641 3,488,069 32,428
Category (iii) - a series of transactions in excess of 5% of plan assets
State Street Bank and
Trust Company Fidelity Magellan Fund $ -- $ 5,561,716 $ 5,550,741 $ 5,561,716 $ 10,975
State Street Bank and
Trust Company Financial Industrial
Income Fund -- 2,267,081 2,249,397 2,267,081 17,684
State Street Bank and
Trust Company Vanguard Asset
Allocation Fund -- 3,488,069 3,455,641 3,488,069 32,428
Primco First Stable Value Fund -- 11,885,065 11,885,065 11,885,065 --
Primco First Stable Value Fund 12,675,299 -- 12,675,299 12,675,299 --
Twentieth Century
Investments Ultra Investors Fund 18,666,468 -- 18,666,468 18,666,468 --
Twentieth Century
Investments Ultra Investors Fund -- 9,469,331 9,359,824 9,469,331 109,507
Benham Management
International Equity Growth Fund 8,161,342 -- 8,161,342 8,161,342 --
Benham Management
International Equity Growth Fund -- 3,500,926 3,451,448 3,500,926 49,478
Barclays PLC Investors Equity Index Fund 6,112,613 -- 6,112,613 6,112,613 --
Barclays PLC Investors Equity Index Fund -- 2,878,654 2,838,605 2,878,654 40,049
<FN>
Note 1: There were no category (ii) or (iv) reportable transactions during 1996
</FN>
</TABLE>
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the persons
who administer the employee benefit plan have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
Sola Optical 401(k) Savings Plan
By: Sola Optical 401(k) Savings Plan Administrative Committee
/s/ Stephen J. Lee
- ------------------
Stephen J. Lee Dated: June 30, 1997
Vice President, Human Resources
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-4489) pertaining to the Sola Optical 401(k) Savings Plan of our
report dated June 11, 1997, with respect to the financial statements and
supplemental schedules of the Sola Optical 401(k) Savings Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1996
/s/ERNST & YOUNG LLP
Palo Alto, California
June 27, 1997
16
