CHICAGO MINIATURE LAMP INC
10-Q, 1997-10-15
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<PAGE>


                                   Form 10-Q
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549

                          ----------------------------


(Mark One)

         [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997
 
                                       OR
 
         [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES  EXCHANGE ACT OF 1934
 
COMMISSION FILE NO. 0-25848
 
                          CHICAGO MINIATURE LAMP, INC.
                (EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
 
      OKLAHOMA                                                   73-1412000 
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.
 
                      500 CHAPMAN STREET, CANTON, MA 02021
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                  781-828-2948
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
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 filings
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 last practicable date.
 
As of September 30, 1997, 19,072,006 shares of Registrant's Common Stock, $.01
par value, were outstanding.
 

<PAGE>




                        PART I -- FINANCIAL INFORMATION
                         ITEM 1 -- FINANCIAL STATEMENTS
 
                 CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
 
                                   (In thousands)


 
                                                    AUGUST 31,   DECEMBER 1,
                                                       1997         1996
                                                    -----------  -----------
                                                    (UNAUDITED)
                                  ASSETS
Current Assets:
  Cash and cash equivalents.......................   $  69,938    $ 109,027
  Accounts receivable, net........................      34,120       18,532
  Inventories.....................................      45,682       16,186
  Prepaid expenses and other......................       4,156        2,090
                                                    -----------  -----------
    Total current assets..........................     153,896      145,835
                                                    -----------  -----------
Property, Plant and Equipment:....................      80,328       57,791
  Less -- Accumulated depreciation................       8,219        5,640
                                                    -----------  -----------
                                                        72,109       52,151
                                                    -----------  -----------
Other Assets:
  Goodwill, net of accumulated amortization.......       7,329        6,931
  Other intangible assets, net of 
   accumulated amortization.......................       7,546        7,030
  Other assets....................................       1,206           55
                                                    -----------  -----------
    Total other assets............................      16,081       14,016
                                                    -----------  -----------
    Total assets..................................   $ 242,086    $ 212,002
                                                    -----------  -----------
                                                    -----------  -----------
              LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short-term notes payable........................   $  32,395    $  21,560
  Current portion of long-term debt...............         671        3,672
  Accounts payable................................      12,670        6,404
  Income taxes payable............................       2,432        3,042
  Other accrued expenses..........................      28,825       12,907
                                                    -----------  -----------
    Total current liabilities.....................      76,993       47,585
                                                    -----------  -----------
Long-term debt, less current portion..............         665        5,863
                                                    -----------  -----------
Other Liabilities:
  Deferred income taxes...........................       5,067        6,116
  Other long-term liabilities.....................       4,336        1,228
  Minority interests..............................         164           46
                                                    -----------  -----------
    Total other liabilities.......................       9,567        7,390
                                                    -----------  -----------

                                      2
<PAGE>

Commitments and contingencies 
Stockholders' Equity:
  Common stock, $.01 par value --
    Authorized -- 100,000,000 shares
    Issued -- 19,500,903 and 19,457,249
    Shares at August 31, 1997 and December 1, 1996,
      respectively................................        190          195
  Additional paid-in capital......................    126,891      126,102
  Foreign currency translation adjustment.........       (805)         590
  Retained earnings...............................     37,257       24,277
  Treasury stock at cost, 428,897 shares in 1997..     (8,672)      --
                                                   -----------  -----------
    Total stockholders' equity....................    154,861      151,164
                                                   -----------  -----------
    Total liabilities and stockholders' equity....  $ 242,086    $ 212,002
                                                   -----------  -----------
                                                   -----------  -----------
 
   See accompanying notes to the condensed consolidated financial statements




                                       3
<PAGE>


                 CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
 
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED      NINE MONTHS ENDED
                                                    ----------------------  ---------------------
                                                    AUGUST 31,   SEPT. 1,   AUGUST 31,  SEPT. 1,
                                                       1997        1996        1997       1996
                                                    -----------  ---------  ----------  ---------
<S>                                                 <C>          <C>        <C>         <C>
Net sales.........................................   $  45,826   $  25,091  $  131,817  $  66,618
Cost of products sold.............................      31,928      16,409      93,231     43,652
                                                    -----------  ---------  ----------  ---------
Gross margin......................................      13,898       8,682      38,586     22,966
Selling, general and administrative expenses......       8,412       3,820      22,293      9,928
Restructuring charges.............................       1,415      --           1,415     --
                                                    -----------  ---------  ----------  ---------
Operating income..................................       4,071       4,862      14,878     13,038
Other (income) expense:
   Interest, net..................................        (620)        361      (2,591)       684
   Minority interest..............................          40                      84
   Other, net.....................................         (22)        (47)     (2,028)       (62)
                                                    -----------  ---------  ----------  ---------
Income before income taxes........................       4,673       4,548      19,413     12,416
Income taxes......................................       1,489       1,442       6,433      3,936
                                                    -----------  ---------  ----------  ---------
Net income........................................   $   3,184   $   3,106  $   12,980  $   8,480
                                                    -----------  ---------  ----------  ---------
                                                    -----------  ---------  ----------  ---------
Earnings per common share.........................   $    0.17   $    0.20  $     0.68  $    0.54
                                                    -----------  ---------  ----------  ---------
                                                    -----------  ---------  ----------  ---------
Weighted-average shares outstanding...............      19,072      15,875      19,201     15,764
                                                    -----------  ---------  ----------  ---------
                                                    -----------  ---------  ----------  ---------
</TABLE>
 
   See accompanying notes to the condensed consolidated financial statements.
 
                                       4
<PAGE>



                   CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
 
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
 
<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED
                                                                       ----------------------
<S>                                                                    <C>          <C>
                                                                       AUGUST 31,   SEPT. 1,
                                                                          1997        1996
                                                                       -----------  ---------
NET CASH USED IN OPERATING ACTIVITIES................................   $  (4,921)  $  (2,660)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment...........................      (5,142)     (6,487)
Acquisitions, net of cash acquired...................................     (23,615)    (10,899)
Proceeds from sale of interest in subsidiary.........................       1,300
Decrease in short-term investments...................................      --           2,102
                                                                       -----------  ---------
Net cash used in investing activities................................     (27,457)    (15,284)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under the line of credit..............................       7,802      17,488
Payments of long-term debt...........................................      (5,166)       (620)
Repurchase of common stock...........................................      (8,677)     --
Exercise of common stock options.....................................         466         307
Capitalization of offering costs.....................................         (45)     --
                                                                       -----------  ---------
Net cash provided by (used in) financing activities..................      (5,620)     17,175
                                                                       -----------  ---------
Effect of exchange rate changes on cash..............................      (1,091)        101
Net decrease in cash and cash equivalents............................     (39,089)       (668)
Cash and cash equivalents, beginning of period.......................     109,027       4,005
                                                                       -----------  ---------
Cash and cash equivalents, end of period.............................   $  69,938   $   3,337
                                                                       -----------  ---------
                                                                       -----------  ---------
</TABLE>
 
   See accompanying notes to the condensed consolidated financial statements.
 
                                       5
<PAGE>


                 CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
                                    NOTES TO
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 GENERAL
 
    The interim condensed consolidated financial statements presented have been
prepared by Chicago Miniature Lamp, Inc. ("Company") without audit and, in the
opinion of the management, reflect all adjustments of a normal recurring nature
necessary for a fair statement of (a) the results of operations for the nine
month periods ended August 31, 1997 and September 1, 1996, (b) the financial
position at August 31, 1997, and (c) the cash flows for the nine month periods
ended August 31, 1997 and September 1, 1996. Interim results are not necessarily
indicative of results for a full year.
 
    The consolidated balance sheet presented as of December 1, 1996, has been
derived from the consolidated financial statements that have been audited by the
Company's independent public accountants. The consolidated financial statements
and notes are condensed and do not contain certain information included in the
annual financial statements and notes of the Company. The consolidated financial
statements and notes in the annual financial statements included herein should
be read in conjunction with the financial statements and notes included in the
Company's Form 10-K filed with the Securities and Exchange Commission and dated
February 25, 1997.
 
NOTE 2 INVENTORIES
 
    Inventories are stated at the lower of cost or market and include materials,
labor and overhead. Cost is determined by the first-in, first-out (FIFO) method.
Inventories consist of the following at August 31, 1997 and December 1, 1996
(dollars in thousands):
 
                                      AUGUST 31,   DECEMBER 1,
                                         1997         1996
                                     -----------  -----------
   RAW MATERIALS...................   $  14,955    $   7,240
   WORK IN PROGRESS................       6,064        5,916
   FINISHED GOODS..................      24,663        3,030
                                     -----------  -----------
   INVENTORY AT FIFO...............   $  45,682    $  16,186
                                     -----------  -----------
                                     -----------  -----------
 


                                     6
<PAGE>

NOTE 3 ACQUISITIONS
 
    In December 1995, the Company acquired certain assets of Phoenix Lighting
(UK) Limited for approximately $2.4 million in cash.
 
    Effective May 1, 1996, the Company acquired all the outstanding equity of W.
Albrecht GmbH u. Co. KG (Germany) and Alba Lamps, Inc. (USA) and certain of
their affiliates (collectively "Alba") for approximately $8.5 million in cash,
150,000 shares of common stock of the Company valued at $3.3 million and the
assumption of approximately $4.9 million of bank debt.
 
    In January 1997, the Company, through its wholly owned subsidiary Alba
Speziallampen Holding GmbH, acquired all the capital stock of Gustav Bruckner
GmbH ("Bruckner") for DM 400,000 and the assumption of approximately DM 2.4
million of bank debt.
 
    On January 30, 1997, the Company consummated the purchase of all outstanding
shares of capital stock of Valmont Electric, Inc. (Power Lighting Products) for
cash of approximately $22.3 million. Power Lighting Products (PLP) is a
manufacturer of magnetic and electronic ballasts for the fluorescent sign and
high intensity discharge lighting markets.
 
    For financial reporting purposes, each acquisition was accounted for as a
purchase, and the purchase price was allocated to assets acquired and
liabilities assumed based on the estimated fair market value existing at the
date of acquisition. The allocations of purchase price for the acquisitions of
Bruckner and PLP are preliminary and subject to change as further data and
appraisals become available.

    Based on unaudited data, the following table presents the Company and its
subsidiaries' (as of August 31, 1997) selected financial information on a pro
forma basis, assuming the companies had been combined since December 4, 1995
(dollars in thousands, except earnings per share):
 
                                   NINE MONTHS ENDED   NINE MONTHS ENDED
                                    AUGUST 31, 1997    SEPTEMBER 1, 1996
                                   ------------------  ------------------
Net sales........................       $147,308            $123,411
Net income.......................       $ 12,922            $  8,380
Net income per share.............       $    .67            $    .53

 
    The pro forma results are not necessarily indicative of future operations or
the actual results that would have occurred had the acquisitions been made as of
December 4, 1995.
 
                                        7
<PAGE>

NOTE 4 CAPITAL STOCK

    On February 6, 1997, the Board of Directors authorized, subject to certain
business and market conditions, the purchase of shares of the Company's common
stock. On August 31, 1997, the purchases under this authorization totaled
428,897 shares.
 
NOTE 5 RESTRUCTURING CHARGE
 
    In the fiscal 1997 third quarter ended August 31, 1997, the Company approved
a restructuring plan which resulted in a charge of $1,415,000. The restructuring
plan was put into effect to consolidate certain operations, reduce operating
cost structure and improve future operating results. The provision relates to
the consolidation of certain North American and European operations and includes
costs associated with the excess of net book value over estimated recoverable
value for certain assets, severance payments and the probable closure or
transfer of certain assets.
 
NOTE 6 EARNINGS PER COMMON SHARE
 
    In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted by the Company in
fiscal 1998. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior periods.
Under the new requirements for calculating primary earnings per share, the
dilutive effect of stock options will be excluded. The Company has not yet
determined what the impact of Statement 128 will be on the calculation of fully
diluted earnings per share although the impact is not expected to be material.
 
NOTE 7 SUBSEQUENT EVENTS
 
    On September 8, 1997, the Company consummated the purchase of all the
outstanding shares of capital stock of Sylvania Lighting International B.V.
(SLI), a privately held company headquartered in Geneva, Switzerland for $161.5
million in cash, financed with the Company's internal cash and a new $250.0
million credit facility. The acquisition of SLI is being treated as a purchase
for accounting purposes.


                                       8
<PAGE>

 
                 CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    The following discussion and analysis of the results of operations for the
nine months ended August 31, 1997 should be read in conjunction with the
Consolidated Financial Statements of the Company with accompanying notes. Except
for historical matters contained herein, the matters discussed herein are
forward-looking statements and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements reflect assumptions and involve risks and uncertainties which may
affect Chicago Miniature Lamp, Inc.'s business and prospects and cause actual
results to differ materially from these forward-looking statements and should be
read in conjunction with the "Risk Factors" section of the Company's 1996 Annual
Report on Form 10-K.
 
RESULTS OF OPERATIONS
 
    Three months ended September 1, 1996 compared to the three months ended
August 31, 1997.
 
    Net sales increased from $25.1 million for the three months ended September
1, 1996 to $45.8 million for the three months ended August 31, 1997. The overall
growth in sales of 82.5% results from the Company's strategy of integrating
acquisitions into a worldwide entity which then proceeds to maximize cross
selling opportunities and build internal manufacturing infrastructure to pursue
growth in market share.
 
    The increase in 1997 third quarter sales includes sales of approximately
$19.5 million from the acquisition of Power Lighting Products (PLP), (Reference
Note 3--Acquisitions). The remaining sales growth of $1.2 million was somewhat
negatively impacted by fiscal 1997 third quarter restructuring activity in North
America and Europe. Additionally, the net devaluation of certain foreign
currencies, principally the German Mark, in the three months ended August 31,
1997, as compared to the three months ended September 1, 1996, negatively
impacted reported sales dollars by approximately $753,000.
 
    Gross margin increased from $8.7 million for the three months ended
September 1, 1996, to $13.9 million for the three months ended August 31, 1997
due to the increased sales volume as previously described. As a percentage of
net sales, gross margin decreased from 34.6% for the three months ended

                                      9
<PAGE>


September 1, 1996, to 30.3% for the three months ended August 31, 1997 due to a
change in product mix resulting primarily from the ballast business of PLP,
which has traditionally been a lower margin business in relationship to the
Company's other products. Gross margins of PLP are expected to improve
throughout the remainder of fiscal 1997 and into fiscal 1998 as cost reductions
and operating reorganizations are effected.
 
    Selling, general and administrative expenses increased from $3.8 million for
the three months ended September 1, 1996, to $8.4 million for the three months
ended August 31, 1997. This quarter-to-quarter comparison increase is largely
due to the integration of PLP. PLP is in the process of being reorganized and
cost savings are expected to be realized throughout the remainder of fiscal 1997
and into fiscal 1998. As a percentage of net sales, selling, general and
administrative expenses were 15.2% for the three months ended September 1, 1996,
as compared to 18.4% for the three months ended August 31, 1997.
 
    In the fiscal 1997 third quarter ended August 31, 1997, the Company approved
a restructuring plan which resulted in a non-recurring charge of $1,415,000. The
restructuring plan was put into effect to consolidate certain operations, reduce
operating cost structure and improve future operating results. The provision
relates to the consolidation of certain North American and European operations
and includes costs associated with the excess of net book value over estimated
recoverable value for certain assets, severance payments and the probable
closure or transfer of certain assets. The Company believes this initial
restructuring better positions the integration of its recent acquisition, SLI.
 
    Interest expense, net, was $361,000 for the three months ended September 1,
1996, as compared to $620,000 of net interest income for the three months ended
August 31, 1997. This was the result of the investment of proceeds from the
Company's secondary offering in October 1996, less the major expenditures of
$22.3 million for the PLP acquisition and $8.7 million for the repurchase of
common stock.

    As a result of the above, income before income taxes increased from $4.5
million for the three months ended September 1, 1996, to $4.7 million for the
three months ended August 31, 1997. As a percentage of net sales, income before
income taxes decreased from 18.1% for the three months ended September 1, 1996,
to 10.2% for the three months ended August 31, 1997. This percentage decrease is
due to the impact of the PLP acquisition and the restructuring charge of $1.4
million as previously described.
 
    For the three months ended September 1, 1996, the Company recorded a tax
provision of $1.4 million for an effective tax rate of approximately 32%,
compared to a tax provision of $1.5 million for an effective tax rate of 32%,
for

                                       10
<PAGE>


the three months ended August 31, 1997. The Company is impacted due to the
establishment of foreign operations and the resulting effective taxes in some of
these countries.
 
NINE MONTHS ENDED SEPTEMBER 1, 1996 COMPARED TO NINE MONTHS ENDED AUGUST 31,
1997
 
    The Company's net sales increased from $66.6 million for the nine months
ended September 1, 1996, to $131.8 million for the nine months ended August 31,
1997. This increase in net sales is primarily due to growth of market share and
customer development as enhanced by the prior year acquisition of Alba and the
current year acquisition of PLP. PLP comprises $53.1 million of the sales
increase in the nine months ended August 31, 1997.
 
    Gross margin, as a percentage of net sales, decreased from 34.5% of net
sales for the nine months ended September 1, 1996, to 29.3% for the nine months
ended August 31, 1997, primarily as a result of a change in product mix
resulting primarily from the ballast business of PLP, which has traditionally
been lower margin business in relationship to the Company's other products.
 
    Selling, general and administrative expenses increased from $9.9 million for
the nine months ended September 1, 1996, to $22.3 million for the nine months
ended August 31, 1997. This increase is largely due to the effect of the
acquisition of PLP. As a percentage of net sales, selling, general and
administrative expenses increased from 14.9% for the nine months ended September
1, 1996, to 16.9% for the nine months ended August 31, 1997. PLP, which was
acquired January 30, 1997, had a large administrative infrastructure in place
and higher variable selling expenses. PLP is in the process of being
reorganized, and cost savings are expected to be realized throughout the
remainder of 1997 and into fiscal 1998. It is expected that the continued
integration of recently acquired entities will result in a positive effect on
selling, general and administrative costs; however, no assurance can be given
that such an effect will occur.
 
    In the fiscal 1997 third quarter ended August 31, 1997, the Company approved
a restructuring plan which resulted in a non-recurring charge of $1,415,000. The
restructuring plan was put into effect to consolidate certain operations, reduce
operating cost structure and improve future operating results. The provision
relates to the consolidation of certain North American and European operations
and includes costs associated with the excess of net book value over estimated
recoverable value for certain assets, severance payments and the probable
closure or transfer of certain assets. The Company believes this initial
restructuring better positions the integration of its recent acquisition, SLI.

                                      11
<PAGE>

 
    Interest expense, net, was $684,000 for the nine months ended September 1,
1996, as compared to $2,591,000 of net interest income, for the nine months
ended August 31, 1997. This was the result of the investment of proceeds from
the Company's secondary offering in October 1996 and positive cash flows less
major expenditures of $22.3 million for the PLP acquisition, in addition to $8.7
million for the repurchase of common stock.
 
    Other income, net, for the nine months ended August 31, 1997, totals
$2,028,000. This includes a $985,000 gain from the sale of a 49% interest in CML
Fiberoptics to Schott Corporation in connection with the formation of the
Schott-CML Fiberoptics Joint Venture. Additional income of $1,021,000 was
provided from the net effect of locking in a spot rate to hedge foreign currency
transactions while keeping the Company's low interest yen dominated debt in
place.
 
    As a result of the above, income before income taxes increased from $12.4
million for the nine months ended September 1, 1996, to $19.4 million, for the
nine months ended August 31, 1997. As a percentage of net sales, income before
income taxes decreased from 18.6% for the nine months ended September 1, 1996,
to 14.7% for the nine months ended August 31, 1997. This percentage decrease is
due to the impact of the PLP acquisition and the fiscal 1997 third quarter
restructuring charge of $1.4 million as previously described.
 
    For the nine months ended September 1, 1996, the Company recorded a tax
provision of $3.9 million for an effective rate of 32%, compared to a tax
provision of $6.4 million, for an effective tax rate of approximately 33%, for
the nine months ended August 31, 1997. The Company is impacted due to the
establishment of foreign operations and the resulting effective tax rates in
some of those countries.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company's cash on hand as of August 31, 1997 was $69.9 million. Net cash
used in operating activities was $4.9 million, for the nine months ended August
31, 1997, and the cash used in investing activities totaled $27.5 million. The
investing activities primarily included the PLP acquisition, in connection with
which the Company paid approximately $22.3 million. Net cash used in financing
activities aggregated $5.6 million. This included repurchases of common stock
totaling $8.7 million.
 
    In connection with the SLI acquisition, (Reference Note 7--Subsequent
Events) on September 8, 1997, the Company entered into a new bank financing
agreement. The agreement provides for a $250 million, secured, revolving credit
facility, which includes (i) a $50 million foreign currency facility, permitting
borrowings in Deutsche Marks, Pounds Sterling, Canadian Dollars, Mexican 

                                      12
<PAGE>


Pesos and Japanese Yen, and (ii) a $15 million letter of credit facility. 
These credit facilities mature in August, 2002.
 
    On September 8, 1997, the Company used $40.0 million of internal cash on
hand and drew approximately $121.5 million under the revolving credit facility
to finance the purchase price for SLI. Additionally, the Company drew $37.5
million to refinance indebtedness of the Company and its English and German
subsidiaries and to pay certain expenses incurred in connection with the SLI
acquisition. As of September 30, 1997 the Company had cash on hand of
approximately $29.9 million.
 
    Certain of the subsidiary companies in the SLI group have independent credit
facilities, some of which the Company has undertaken to refinance. The principal
amounts outstanding under these credit facilities, as of September 8, 1997,
totaled approximately $40 million. As of September 30, 1997, the Company had
notified lenders to the SLI group of its intention to refinance approximately
$21 million of such indebtedness. The Company intends to complete this
refinancing prior to October 30, 1997 by using availability under its revolving
credit facility.
 
    After completion of this refinancing, the Company will have available to it
under its bank financing agreement borrowings of approximately $70 million. As
of September 30, 1997, the face amount of letters of credit issued under the
bank financing agreement totaled approximately $1.8 million.
 
    The Company, from time to time, enters into forward currency contracts 
under which the Company is required to settle each contract at a future date 
by exchanging a fixed amount of U.S. dollars or other currency for a fixed 
amount of a denominated currency. Consequently, to the extent the value of 
the denominated currency fluctuates relative to the U.S. dollar or such other 
currency, the Company's financial condition could be adversely affected upon 
settlement of such contracts depending on a number of factors. The Company 
believes that these factors, which include, among others, the aggregate 
amount of the contracts, the Company's ability to enter into offsetting 
contracts prior to settlement of such contracts and the Company's ability to 
use U.S. dollars or other foreign currency generated through the Company's 
operations to settle its contracts, may help the Company to mitigate its 
exposure to potential losses under these contracts.
 
    The Company believes that cash from operations and borrowings available
under the Company's credit facilities will be sufficient to meet the Company's
working capital and capital expenditure needs for the foreseeable future.

                                     13
<PAGE>


 
                 CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
 
                          PART II -- OTHER INFORMATION
 
Items 1-5    None
 
ITEM 6             EXHIBITS AND REPORTS ON FORM 8-K
 
(a)          Exhibits

             10.1       Agreement for the purchase and sale of
                        Sylvania Lighting International B.V.
                        among the Company, Sylvania Lighting
                        International B.V. and its Shareholders,
                        dated August 18, 1997 (incorporated by
                        reference to the Company's Form 8-K,
                        dated September 22, 1997).

             Financial Data Schedule (For SEC Use Only)

(b)          Reports on Form 8-K

             Form 8-K/A dated July 16, 1997 reporting
             information in Item 2 "Acquisition of Assets"
             and Item 7 "Financial Statements, Pro Forma
             Financial Information and Exhibits."

 
                                   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 there unto duly authorized.
 
                                         Chicago Miniature Lamp, Inc.

Date: October 15, 1997                    By: /s/ Richard F. Parenti 
      ------------------                      --------------------------------
                                          Richard F. Parenti
                                          Vice President Finance and  
                                          Corporate Controller


Date: October 15, 1997                    By: /s/ Frank M. Ward 
      ------------------                      --------------------------------
                                          Frank M. Ward, President and 
                                          Chief Executive Officer
 
                                     14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
The Consolidated Balance Sheet and Consolidated
Statement of Operations.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-START>                             DEC-02-1996
<PERIOD-END>                               AUG-31-1997
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