==============================================================================
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 the 13 weeks ended
November 25, 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 1-4837
TEKTRONIX, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0343990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26600 S.W. PARKWAY
WILSONVILLE, OREGON 97070-1000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 627-7111
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X___ No______
AT DECEMBER 27, 1995 THERE WERE 33,542,906 COMMON SHARES OF
TEKTRONIX, INC. OUTSTANDING.
(Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.)
TEKTRONIX, INC. AND SUBSIDIARIES
- --------------------------------
INDEX
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PAGE NO.
--------
Financial Statements:
Condensed Consolidated Balance Sheets - 2
November 25, 1995 and May 27, 1995
Condensed Consolidated Statements of Operations - 3
for the Thirteen Weeks Ended November 25, 1995
and the Thirteen Weeks Ended November 26, 1994
for the Twenty-Six Weeks Ended November 25, 1995
and the Twenty-Six Weeks Ended November 26, 1994
Condensed Consolidated Statements of Cash Flows - 4
for the Twenty-Six Weeks Ended November 25, 1995
and the Twenty-Six Weeks Ended November 26, 1994
Notes to Condensed Consolidated Financial Statements 5
Management's Discussion and Analysis of Financial 6
Condition and Results of Operations
Part II. Other Information 13
Signatures 14
1
<PAGE>
<TABLE>
<CAPTION>
TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
Nov. 25, May 27,
(In thousands) 1995 1995
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 29,517 $ 31,761
Accounts receivable - net 324,829 315,356
Inventories 276,306 245,766
Other current assets 47,503 65,108
---------- ----------
Total current assets 678,155 657,991
Property, plant, and equipment 647,061 624,318
Accumulated depreciation and amortization (369,898) (371,238)
---------- ----------
Property, plant, and equipment - net 277,163 253,080
Property held for sale 29,786 35,912
Deferred tax assets 68,097 76,418
Other long-term assets 202,241 194,901
---------- ----------
Total assets $1,255,442 $1,218,302
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 65,489 $ 87,623
Accounts payable 166,397 173,537
Accrued compensation 81,158 106,660
Deferred revenue 16,075 19,988
---------- ----------
Total current liabilities 329,119 387,808
Long-term debt 153,334 104,984
Other long-term liabilities 123,087 121,295
Shareholders' equity:
Common stock 226,017 216,251
Retained earnings 337,885 298,964
Currency adjustment 61,720 76,948
Unrealized holding gains - net 24,280 12,052
---------- ----------
Total shareholders' equity 649,902 604,215
---------- ----------
Total liabilities and shareholders' equity $1,255,442 $1,218,302
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
13 weeks to 13 weeks to 26 weeks to 26 weeks to
Nov. 25, Nov. 26, Nov. 25, Nov. 26,
(In thousands except for per share amounts) 1995 1994 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 443,598 $ 358,655 $ 844,620 $ 683,507
Cost of sales 257,547 194,842 489,250 362,499
---------- --------- ---------- ---------
Gross profit 186,051 163,813 355,370 321,008
Research and development 40,572 41,228 79,051 83,383
Selling, general, and administrative 108,111 96,338 206,299 186,428
Equity in business ventures' earnings 1,686 1,007 1,093 642
---------- ---------- ---------- ----------
Operating income 39,054 27,254 71,113 51,839
Other expense - net 1,467 2,186 1,141 3,774
---------- ---------- ---------- ----------
Earnings before taxes 37,587 25,068 69,972 48,065
Income taxes 11,277 6,451 20,992 12,083
---------- ---------- ---------- ----------
Net earnings $ 26,310 $ 18,617 $ 48,980 $ 35,982
========== ========== ========== ==========
Earnings per share $ 0.79 $ 0.57 $ 1.47 $ 1.11
Dividends per share 0.15 0.15 0.30 0.30
Average shares outstanding 33,479 32,465 33,363 32,307
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
TEKTRONIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
26 weeks to 26 weeks to
Nov. 25, Nov. 26,
(In thousands) 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 48,980 $ 35,982
Adjustments to reconcile net earnings to cash
from operating activities:
Depreciation expense 21,478 20,544
Deferred taxes 8,321 1,847
Accounts receivable (10,188) 21,915
Inventories (30,613) (30,355)
Accounts payable (9,907) (17,213)
Accrued compensation (25,387) (12,889)
Other assets (9,469) (46,412)
Other-net 7,536 1,681
---------- ----------
Net cash provided (used) by operating activities 751 (24,900)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (46,461) (42,933)
Proceeds from sale of assets 9,936 32,482
Proceeds from sale of investments 4,704 18,832
---------- ----------
Net cash provided (used) by investing activities (31,821) 8,381
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term debt (21,957) 7,251
Issuance of long-term debt 50,029 1,218
Repayment of long-term debt (1,674) (566)
Issuance of common stock 13,039 19,460
Repurchase of common stock -- (8,382)
Dividends (10,059) (9,138)
---------- ----------
Net cash provided by financing activities 29,378 9,843
Effect of exchange rate changes (552) 375
---------- ----------
Decrease in cash and cash equivalents (2,244) (6,301)
Cash and cash equivalents at beginning of year 31,761 43,453
---------- ----------
Cash and cash equivalents at end of quarter $ 29,517 $ 37,152
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
Income taxes paid $ 18,493 $ 4,803
Interest paid 7,456 6,367
NON-CASH INVESTING ACTIVITIES:
Fair value adjustment to securities
available-for-sale $ 20,381 $ 25,502
Income tax effect related to fair value adjustment 8,153 10,201
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
TEKTRONIX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The condensed consolidated financial statements and notes have been
prepared by the Company without audit. Certain information and footnote
disclosures normally included in annual financial statements, prepared in
accordance with generally accepted accounting principles, have been con-
densed or omitted. Management believes that the condensed statements
include all necessary adjustments which are of a normal and recurring
nature and are adequate to present financial position, results of
operations and cash flows for the interim periods. The condensed informa-
tion should be read in conjunction with the financial statements and notes
incorporated by reference in the Company's latest annual report on Form
10-K.
INVENTORIES
<TABLE>
<CAPTION>
Inventories consisted of:
Nov. 25, May 27,
(In thousands) 1995 1995
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Materials and work in process $ 152,748 $ 144,259
Finished goods 123,558 101,507
---------- ----------
Inventories $ 276,306 $ 245,766
========== ==========
</TABLE>
ACQUISITIONS
In the first quarter of fiscal 1996, the Company completed its
acquisition of all of the outstanding shares of Lightworks Editing Systems
Limited and Lightworks Editing System, Inc.(Lightworks), which designs and
develops non-linear editing systems. The Company has issued 1,644,000
common shares to complete the acquisition. The acquisition was accounted
for as a pooling of interests and the financial statements have been
restated to include the results and financial position of Lightworks for
all prior periods.
The restatement did not have a material effect on the Company's
previously reported 1995 results or financial position except for the
impact on earnings per share from the issuance of the shares to complete
the acquisition. The restatement reduced the Company's previously reported
earnings per share for fiscal year 1995 by $0.13 per share primarily
because of the issuance of additional shares to complete the acquisition.
The impact of the restatement on earnings per share in each quarter of
fiscal 1995 was as follows: an increase of $0.02 in the first quarter; a
decrease of $0.02 in the second quarter; a decrease of $0.05 in the third
quarter; and a decrease of $0.08 in the fourth quarter.
SHORT-TERM AND LONG-TERM DEBT
In the first quarter of fiscal 1996, the Company issued $50.0 million
of 7.625% Notes due August 15, 2002.
5
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INCOME TAXES
<TABLE>
<CAPTION>
The provision for income taxes consisted of:
13 weeks to 13 weeks to 26 weeks to 26 weeks to
Nov. 25, Nov. 26, Nov. 25, Nov. 26,
(In thousands) 1995 1994 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States $ 6,553 $ 1,905 $ 8,089 $ 3,864
State 1,639 477 2,029 966
Foreign 3,085 4,069 10,874 7,253
---------- ---------- ---------- ----------
Income taxes $ 11,277 $ 6,451 $ 20,992 $ 12,083
========== ========== ========== ==========
</TABLE>
The provision for income taxes was calculated at estimated annual
effective rates of 30% and 26%, respectively, for the quarters ended
November 25, 1995 and November 26, 1994.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Condition
The Company's financial condition is strong. Cash flow from operating
activities and borrowing capacity from existing lines of credit are
sufficient to meet current and anticipated future needs. At the end of the
second quarter (November 25, 1995), the Company maintained bank credit
facilities totaling $300.4 million, of which $236.8 million was unused.
The unused facilities include $137.2 million in lines of credit and $99.6
million under a revolving credit agreement from United States and foreign
banks.
Current assets increased by $20.2 million from the year end balance at
May 27, 1995 due to higher accounts receivable and inventories, partly off-
6
<PAGE>
set by a decline in other current assets. Accounts receivable were slightly
higher due to increased sales in certain geographies which have longer col-
lection terms. Increased inventories were due primarily to higher order
rates and a buildup of some components caused by longer lead times and
changes in the mix of product orders. Other current assets declined primar-
ily because of the collection of a portion of a note receivable from the
sale of a building, and the reduction of short-term deferred tax assets.
Net property, plant and equipment increased by $24.1 million as the
Company continued to invest in facilities consolidation and information
systems.
Current liabilities declined by $58.7 million. Short-term debt was
paid down by $22.1 million with proceeds generated by the issuance of $50
million in long-term notes. Accrued compensation declined $25.5 million
due to the payment of year-end accruals for incentives and commissions,
usage of accrued vacation and the payment of employee severance charged
against restructuring reserves.
Long-term debt increased as a result of the Company's issuance, in the
first quarter, of $50 million in notes due August 15, 2002.
Shareholders' equity increased by $45.7 million due primarily to
earnings net of dividends, the exercising of stock options and an increase
in holding gains on investments in marketable securities available for
sale, partly offset by a negative currency adjustment due to a
strengthening U.S. dollar against the Japanese Yen and certain major
European currencies.
7
<PAGE>
Restructuring Charges
The Company is completing its consolidation of facilities and
reduction of workforce for which restructuring charges were provided, as
described in the 1995 Annual Report to shareholders. At the end of the
second quarter, substantially all restructuring reserves have been
utilized.
Results of Operations
26 WEEKS ENDED NOVEMBER 25, 1995
vs.
26 WEEKS ENDED NOVEMBER 26,1994
In the first half of fiscal 1996, net earnings were $49.0 million, or $1.47
per share compared with $36.0 million, or $1.11 per share in the first half
of fiscal 1995.
Net sales were $844.6 million, an increase of 24% from the prior
year's total of $683.5 million. Product orders increased 25% from $649.9
million to $813.1 million. The Company experienced strong sales and order
growth in all three businesses and in all geographic regions.
Measurement Business Division sales of $385.5 million increased 15%
from the prior year, with strong growth in instruments, handheld electronic
tools and communications test products. Product orders increased from
$324.0 million to $383.2 million, or 18%.
8
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Color Printing and Imaging Division sales increased 32% to $261.5 million
reflecting continued heavy demand for the current printer lines, especially
the Phaser* 340 solid ink printer. Product orders increased 27% from $190.1
million to $242.3 million. *(Phaser is a registered trademark of Tektronix,
Inc.).
Video and Networking Division experienced a 38% increase in product
orders over the prior year, from $135.8 million to $187.6 million. Sales
increased 40% to $197.6 million, led by strong sales of the Profile* video
disk recorder, Grass Valley Group TV production equipment and X terminals.
*(Profile is a trademark of Tektronix, Inc.).
Sales to customers in the United States increased 21% from $356.9
million to $431.2 million, and represented 51% of total sales.
International sales of $413.5 million were up 30%, with growth in all
regions and particular strength in Europe. Product orders from customers
in the United States of $393.5 million were up 23% from last year while
international product orders of $419.6 million were up 28%.
Cost of sales increased as a percentage of net sales from 53.0% to
57.9% as the Company continued to increase the use of alternative
distribution channels, experienced the impact of increased systems
integration sales from Video and Networking and experienced declines in
Color Printing and Imaging margins as a result of changes in product mix
and the short-term impact of early shipments of the Phaser 340 color
printer.
Research and development and selling, general and administrative
expenses declined sharply as a percentage of sales, from 12.2% to 9.4% and
from 27.3% to 24.4%, respectively, due primarily to the higher sales volume
and continued effective cost controls, particularly in administrative
functions.
9
<PAGE>
Operating income as a percentage of sales increased year over year, rising
from 7.6% in the first half of 1995 to 8.4% as lower operating expenses as
a percentage of sales more than offset declining gross margins.
Other expense declined due primarily to higher gains on sales of
stock in other companies, partly offset by higher interest expense.
The provision for income taxes increased from $12.1 million to $21.0
million due to increased earnings before taxes and a higher estimated
effective annual tax rate of 30% for the current year, compared to 25.1%
for the first half of last year.
Net earnings were 36% higher than the prior year, due to higher sales
and higher operating income, partly offset by higher taxes.
13 WEEKS ENDED NOVEMBER 25, 1995
vs.
13 WEEKS ENDED NOVEMBER 26,1994
In the second quarter of fiscal 1996, net earnings were $26.3 million,
or $0.79 per share compared with $18.6 million, or $0.57 per share in the
second quarter of fiscal 1995.
Net sales were $443.6 million, up 24% from $358.7 million in the
prior year. Product orders increased from $343.9 million to $424.0
million, a 23% improvement. The Company experienced strong sales and
orders growth in all three businesses and in all geographic regions.
10
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Measurement Business sales of $200.2 million were up 11% from $180.3
million in the prior year due to acceptance of new products, particularly
in instruments, handheld electronic tools and communications test products.
The sales increase came despite constraints resulting from parts shortages
during the current quarter. Product orders for Measurement increased from
$175.3 million to $208.2 million, or 19%.
Color Printing and Imaging sales increased 29% from $108.8 million to
$139.9 million, with strong sales of the Phaser 340 solid ink color
printer. Product orders increased by 26% over the prior year, improving
from $101.4 million to $127.9 million.
Video and Networking experienced product orders of $87.9 million, a
31% increase over the $67.2 million reported for the prior year. Sales for
the division grew 52% from $68.2 million to $103.5 million, led by strong
sales of the Profile video disk recorder, Grass Valley Group TV production
equipment and X terminals.
Sales to customers in the United States increased by 19% from $184.6
million to $220.2 million, representing 50% of total sales. International
sales of $223.4 million were up 29% from $172.7 million in the prior year,
with strong growth in all regions particularly in Europe. Product orders
in both U.S. and international operations increased by 23% over the prior
year. U.S. orders increased from $166.3 million to $205.2 million;
internationally, the increase was from $177.6 million to $218.8 million.
Cost of sales increased as a percentage of net sales from 54.3% to
58.1% as the Company continued to increase the percentage of sales through
alternative distribution channels, experienced inefficiencies associated
with parts shortages in some businesses, and continued to be impacted by
increased systems integration sales in Video and Networking. Additionally,
Color Printing and Imaging experienced lower margins in the second
11
<PAGE>
quarter of this year compared to the same quarter last year as a result
of changes in product mix, but the margins improved slightly in the second
quarter compared to the first quarter of this year.
Research and development and selling, general and administrative
expenses declined as a percentage of sales, from 11.5% to 9.1% and from
26.9% to 24.4%, respectively, due primarily to the higher sales volume and
continued effective cost controls, particularly in administrative
functions.
Operating income as a percentage of sales increased year over year,
rising from 7.6% in the second quarter of 1995 to 8.8% this year as lower
operating expenses as a percentage of sales more than offset declining
gross margins.
Income taxes increased from $6.5 million to $11.3 million due to
higher earnings before taxes in the current quarter and a higher estimated
effective annual tax rate of 30% for the current year compared to 26% last
year.
Net earnings of $26.3 million were 41% higher than the prior year due
to higher sales and higher operating income, partly offset by higher
taxes.
12
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(10) (.1) Executive Severance Agreement, as amended.
(.2) Supplemental Executive Retirement Agreement.
(27) Financial Data Schedule for the twenty-six weeks
ending November 25, 1995.
(.1) Restated Financial Data Schedule for the twenty-six
weeks ending November 26, 1994.
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
13
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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.
January 4, 1996 TEKTRONIX, INC.
By /s/ CARL W. NEUN
-----------------
Carl W. Neun
Senior Vice President and
Chief Financial Officer
14
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EXHIBIT LIST
(10) (.1) Executive Severance Agreement, as amended.
(.2) Supplemental Executive Retirement Agreement.
(27) Financial Data Schedule for the twenty-six weeks
ending November 25, 1995.
(.1) Restated Financial Data Schedule for the twenty-six
weeks ending November 26, 1994.
Executive Severance Agreement
September 22, 1993
Carl W. Neun
350 Lakeview Boulevard
Lake Oswego, OR 97034 Executive
Tektronix, Inc.,
an Oregon corporation
P.O. Box 1000
Wilsonville, Oregon Tektronix
Tektronix considers the establishment and maintenance of a sound
and vital management to be essential to protecting and enhancing
the best interests of Tektronix and its shareholders. In order to
induce Executive to remain employed by Tektronix in the face of
uncertainties about the long-term strategies of Tektronix and their
potential impact on the scope and nature of Executive's position
with Tektronix, this Agreement, which has been approved by the
Organization and Compensation Committee of the Board of Directors
of Tektronix, sets forth the severance benefits that Tektronix will
provide to Executive in the event Executive's employment by
Tektronix is terminated under the circumstances described in this
Agreement.
1. Employment Relationship. Executive is currently employed by
Tektronix as Vice President and Chief Financial Officer.
Executive and Tektronix acknowledge that either party may
terminate this employment relationship at any time and for any
reason, subject to the obligation of Tektronix to provide the
benefits specified in this Agreement in accordance with the
terms hereof.
2. Release of Claims. In consideration for the severance
benefits outlined in this Agreement, Executive agrees to
execute a Release of Claims in the form attached as Exhibit A
("Release of Claims"). Executive promises to execute and
deliver the Release of Claims to Tektronix within the later of
forty-five (45) days from the date Executive receives the
Release of Claims or on the last day of Executive's active
employment.
3. Compensation Upon Termination. In the event that Executive's
employment is terminated at any time by Tektronix other than
for Cause (as defined in Section 6.1 of this Agreement),
death, or Disability (as defined in Section 6.2 of this
Agreement), subject to Executive's execution of a Release of
Claims, Executive shall be entitled to the following benefits:
3.1 As severance pay and in lieu of any further pay for
periods subsequent to the date of termination, Tektronix
shall pay Executive, in a single payment within the later
of forty-five (45) days after termination of employment
or eight days after execution of the Release of Claims,
an amount in cash equal to Executive's annual base pay at
the rate in effect immediately prior to the date of
termination, or, if greater, an amount in cash equal to
Executive's average annual base pay for the three years
ending with Executive's last pay change preceding
termination.
3.2 Executive is entitled to extend coverage under any group
health plan in which Executive and Executive's dependents
are enrolled at the time of termination of employment
under the COBRA continuation laws for the 18-month
statutory period, or so long as Executive remains
eligible under COBRA.
Tektronix will pay Executive a lump sum payment in an
amount equivalent to the reasonably estimated cost
Executive may incur to extend for a period of eighteen
(18) months under the COBRA continuation laws Executive's
group health and dental plan coverage in effect at the
time of termination. Executive may use this payment, as
well as any payment made under 3.1, for such COBRA
continuation coverage or for any other purpose.
3.3 Except as provided in Section 5.2, Executive shall be
entitled to a portion of the benefits under any incentive
plans in effect at the time of termination (including the
Results Sharing Plan and the Annual Performance Improve
ment Plan), prorated for the portion of the plan year
during which Executive was a participant. For purposes
of this Agreement, Executive's participation in the
Annual Performance Improvement Plan will be considered to
have ended on Executive's last day of active employment.
Prorated awards shall not be due and payable by Tektronix
to Executive until the date that all awards are paid
after the close of the incentive period. Unless the
applicable plan provides for a greater payment for a
participant whose employment terminates prior to the end
of an incentive period (in which case the applicable plan
payment shall be made), the proration shall be calculated
pursuant to this Section 3.3. The payment, if any, that
would have been made under Executive's award had Execu-
tive been made a participant for the full incentive
period shall be calculated at the end of the incentive
period. Such amount shall be divided by the total number
of days in the incentive period and the result multiplied
by the actual number of days Executive participated in
the plan.
3.4 Tektronix will pay up to $12,500 to a third party
outplacement firm selected by Executive to provide career
counseling assistance to Executive for a period of one
(1) year following Executive's termination date.
3.5 Tektronix will permit Executive to continue to partici-
pate in its Executive Financial Counseling Program
through the remainder of the term of Executive's current
participation (which shall in no case be longer than one
(1) year after the effective date of Executive's termina-
tion).
4. Subsequent Employment. The amount of any payment provided for
in this Agreement shall not be reduced, offset or subject to
recovery by Tektronix by reason of any compensation earned by
Executive as the result of employment by another employer
after termination.
5. Other Agreements.
5.1 In the event that severance benefits are payable to
Executive under any other agreement with Tektronix in
effect at the time of termination (including but not
limited to any change of control, "golden parachute" or
employment agreement, but excluding for this purpose any
stock option agreement or stock bonus agreement or stock
appreciation right agreement that may provide for
accelerated vesting or related benefits upon the occur
rence of a change in control), the benefits provided in
this Agreement shall not be payable to Executive.
Executive may, however, elect to receive all of the
benefits provided for in this Agreement in lieu of all of
the benefits provided in all such other agreements. Any
such election shall be made with respect to the agree
ments as a whole, and Executive cannot select some bene-
fits from one agreement and other benefits from this
Agreement.
5.2 The vesting or accrual of stock options, restricted
stock, stock bonuses, or any other stock awards shall not
continue following termination. Any agreements between
Executive and Tektronix that relate to stock awards
(including but not limited to stock options, long term
incentive program, stock bonuses and restricted stock)
shall be governed by such agreements and shall not be
affected by this Agreement.
6. Definitions.
6.1 Cause. Termination by Tektronix of Executive's employ
ment for "Cause" shall mean termination upon (a) the
willful and continued failure by Executive to perform
substantially Executive's reasonably assigned duties with
Tektronix (other than any such failure resulting from
Executive's incapacity due to physical or mental illness)
after a demand for substantial performance is
delivered to Executive by the Chairman of
the Board of Directors or the President of
Tektronix which specifically identifies the manner in
which such executive believes that Executive has not
substantially performed Executive's duties, or (b) the
willful engaging by Executive in illegal conduct which is
materially and demonstrably injurious to Tektronix. For
purposes of this Section 6.1, no act, or failure to act,
on Executive's part shall be considered "willful" unless
done, or omitted to be done, by Executive in knowing bad
faith and without reasonable belief that Executive's
action or omission was in, or not opposed to, the best
interests of Tektronix. Any act, or failure to act,
based upon authority given pursuant to a resolution duly
adopted by the Board of Directors or based upon the
advice of counsel for Tektronix shall be conclusively
presumed to be done, or omitted to be done, by Executive
in good faith and in the best interests of Tektronix.
6.2 Disability. Termination by Tektronix of Executive's
employment based on "Disability" shall mean termination
because of Executive's absence from Executive's duties
with Tektronix on a full-time basis for one hundred
eighty (180) consecutive days as a result of Executive's
incapacity due to physical or mental illness, unless
within thirty (30) days after notice of termination by
Tektronix following such absence Executive shall have
returned to the full-time performance of Executive's
duties.
7. Successors; Binding Agreement.
7.1 This Agreement shall be binding on and inure to the
benefit of Tektronix and its successors and assigns.
7.2 This Agreement shall inure to the benefit of and be
enforceable by Executive and Executive's legal
representatives, executors, administrators and heirs.
8. Resignation of Corporate Offices. Executive will resign
Executive's office, if any, as a director, officer or trustee
of Tektronix, its subsidiaries or affiliates, effective as of
the date of termination of employment. Executive agrees to
provide Tektronix such written resignation(s) upon request.
9. Governing Law, Arbitration. This Agreement shall be construed
in accordance with and governed by the laws of the State of
Oregon. Any dispute or controversy arising under or in
connection with this Agreement or the breach thereof, shall be
settled exclusively by arbitration in Portland, Oregon in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award
rendered by the Arbitrator may be entered in any Court having
jurisdiction thereof.
10. Fees and Expenses. In the event that Executive initiates
arbitration under the circumstances described in this Agree-
ment to obtain or enforce any right or benefit provided by
this Agreement and the arbitrator determines that Executive is
the prevailing party, Executive shall be permitted to recover
Executive's reasonable attorneys' fees and costs incurred in
connection with such proceeding. In the event that the
arbitrator determines that Tektronix is the prevailing party,
each party shall bear its own attorneys' fees and costs
incurred in connection with such proceeding.
11. Amendment. No provision of this Agreement may be modified
unless such modification is agreed to in a writing signed by
Executive and Tektronix.
Tektronix, Inc. CARL W. NEUN
______________
Carl W. Neun
By: JEROME J. MEYER
__________________
Title: Chairman and CEO
<PAGE>
Exhibit A
RELEASE OF CLAIMS
This Release of Claims (the "Release") is made and executed by
_________________________________ in connection with the termina-
tion of my employment with Tektronix, Inc. ("Tektronix") and in
consideration of my receiving valuable severance pay and benefits
as provided for in the Executive Severance Agreement ("Agreement").
These benefits are substantial consideration to which I am not
otherwise entitled.
On behalf of myself and my spouse, heirs, administrators and
assigns, I hereby release Tektronix, its parent and related
corporations, affiliates, or joint venturers and all officers,
directors, employees, agents, and insurers of the aforementioned
(collectively the "Company") from any and all liability, damages or
causes of action, whether known or unknown relating to my employ
ment with the Company or the termination of that employment,
including but not limited to any claims for additional compensation
in any form, or damages. This specifically includes, but is not
limited to, all claims for relief or remedy under any state or
federal laws, including but not limited to Title VII of the Civil
Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USC Sections
1981-1988), the Civil Rights Act of 1991, the Equal Pay Act, the
Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act, the Older Workers Benefit Protection Act, the
Worker Adjustment and Retraining Notification Act, the Rehabilita-
tion Act of 1973, the Vietnam Era Veterans' Readjustment Assistance
Act, the Fair Labor Standards Act, Executive Order 11246, all as
amended, and the civil rights, employment and labor laws of the
state of any state or the United States.
This Release shall not affect any rights which I may have under any
medical insurance, disability, workers' compensation, unemployment
compensation or retirement plans maintained by the Company.
I acknowledge that I have been given at least 45 days to consider
whether to execute this Release of Claims and accept benefits under
the Program; that I have been advised of my right to consult with
an attorney or financial advisor of my choice and at my own
expense; that the Agreement gives me severance pay and benefits
which the Company would otherwise have no obligation to give me;
and that I voluntarily enter into the Release of Claims.
I understand that the Release of Claims is to be signed within 45
days from the date I received it or on my last day of employment,
whichever is later, and that I may revoke the Release of Claims,
provided I do so in writing within seven (7) days of signing the
Release. I understand and agree that the Company will have no
obligation to pay me any benefits under the Agreement until the
expiration of the revocation period, provided I have not revoked
the Release of Claims. I understand that if I revoke the Release
of Claims my termination will nonetheless remain in full force and
effect and I will not be entitled to any benefits under the
Agreement.
I acknowledge that I have had time to consider the alternatives and
consequences of my election to receive benefits under the Agreement
and of signing the Release; that I am aware of my right to consult
an attorney or financial advisor at my own expense; and that, in
consideration for executing this Release and my election to receive
benefits under the Agreement, I have received additional benefits
and compensation of value to which I would not otherwise be
entitled.
I HAVE READ THE FOREGOING RELEASE. I UNDERSTAND THE EFFECT OF THIS
RELEASE AND I VOLUNTARILY ENTER INTO IT AT THIS TIME.
Every provision of this Release is intended to be severable. In
the event any term or provision contained in this Release is
determined to be illegal, invalid or unenforceable, such illegal
ity, invalidity or unenforceability shall not affect the other
terms and provisions of this Release which shall continue in full
force and effect.
Dated: __________________, 1993
____________________________
Employee Name
____________________________
Employee Signature
<PAGE>
AMENDMENT NO. 1
to
EXECUTIVE SEVERANCE AGREEMENT
June 23, 1994
Carl W. Neun
3530 Lakeview Boulevard
Lake Oswego, Oregon 97035 Executive
Tektronix, Inc.
an Oregon corporation
PO Box 1000, M/S 63-LAW
26600 SW Parkway
Wilsonville, Oregon 97070-1000 Tektronix
The Executive Severance Agreement dated September 22, 1993
is amended as follows to reflect the Split Dollar Insurance
Agreement between the parties dated as of June 23, 1994 (the
Split Dollar Agreement).
1. Split Dollar Insurance Benefits.
New Sections 4 and 5 are added as follows, existing
Sections 4 through 11 are renumbered 6 through 13 respectively,
and cross-references are adjusted accordingly:
4. Split Dollar Insurance Adjustments Before Five
Years of Service. If Executive terminates employment before
completing five years of service (i.e., before becoming
entitled to benefits under the Supplemental Executive
Retirement Agreement with Tektronix dated March 17, 1993) the
following shall apply:
4.1 Any amount payable under Section 3 shall
be reduced by the net value of the Split Dollar
Insurance issued on Executive's life under the
Split Dollar Insurance Agreement between the
parties dated as of June 23, 1994.
4.2 The net value of the insurance under 4.1
is the cash surrender value of the Insurance less
the amount recoverable by Tektronix under the
Collateral Assignment.
5. Split Dollar Insurance Adjustments After Five Years
of Service. If Executive terminates employment voluntarily
or involuntarily for any reason other than death after
completing five years of service and before the Full Funding
Date under 5.4 below, the following shall apply:
5.1 Tektronix shall not, before the Full
Funding Date, exercise its rights under the Split
Dollar Agreement or the related Collateral
Assignment to withdraw the cash surrender value of
the Split Dollar Policy on termination of the Split
Dollar Agreement because of Executive's termination
of employment.
5.2 Except as provided below, Tektronix shall
pay Executive $54,722 as of each June 23 after the
date of termination up to the Full Funding Date.
The last payment shall be made as of the Full
Funding Date. The amount for the last payment
shall be pro-rated on a daily basis to the Full
Funding Date.
5.3 Tektronix shall take no action that would
interfere with Executive's payment of scheduled
employee premiums under the Split Dollar Policy up
to the Full Funding Date. Executive shall have no
obligation to pay such premiums. Tektronix's
obligation to pay under 5.2 above is not
conditioned upon Executive's payment of such
premiums.
5.4 "Full Funding Date" means the first date
on which any of the following occurs:
(a) Executive dies.
(b) The net value of the Split Dollar
Insurance described in 4.1 and 4.2 equals or
exceeds the present value of Executive's Base
Pay Retirement Supplement. Present value for
this purpose shall be determined under the
actuarial assumptions for calculating
equivalent benefits under the Tektronix
Pension Plan, as in effect when the
determination is made or, if that plan no
longer exists, under a successor defined
benefit pension plan. If Executive
receives an make any scheduled premium
payment from the Split Dollar Policy or
if Executive fails to make any scheduled
premium payment under the Split Dollar
Policy, the net value of the Split Dollar
Policy for purposes of this Section shall
be increased to the net value that would
have resulted if such distribution, loan
or other payment had not been received,
or such scheduled premium had been paid.
(c) Executive surrenders the policy or
causes it to lapse.
(d) Two years elapse from the date of
Executive's retirement.
5.5 "Base Pay Retirement Supplement" means
the portion of the retirement benefit provided to
Executive under his Supplemental Executive
Retirement Agreement with Tektronix dated March 17,
1993, that is attributable to base pay and not to
other types of pay included in "Final Average
Compensation" as defined in such Agreement.
2. Conforming Amendment.
Section 5.1 (to be renumbered 7.1) is revised by inserting
"except for benefits under Section 5" so the last phrase of the
first sentence of Section 5.1 will read as follows:
* * *, the benefits provided in this Agreement shall not
be payable to Executive except for benefits under
Section 5.
3. Effective Date.
This Amendment shall be effective as of June 23, 1994.
Executive CARL W. NEUN
_____________
Carl W. Neun
Tektronix TEKTRONIX, INC.
By JEROME J. MEYER
________________
Jerome J. Meyer
Chairman and Chief
Executive Officer
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
March 17, 1993
Tektronix, Inc.
an Oregon corporation
26600 SW Parkway
PO Box 1000, M/S 63-LAW
Wilsonville, Oregon 97070-1000 Tektronix
Carl W. Neun
3530 Lakeview Boulevard
Lake Oswego, Oregon 97035 Neun
<PAGE>
TABLE OF CONTENTS
Page
Index of Terms ii
1. Administration .......................................... 1
2. Retirement Benefits ..................................... 1
3. Time and Manner of Payment .............................. 5
4. Preretirement Death Benefit ............................. 5
5. Disability Benefit ...................................... 5
6. Preretirement Termination of Employment ................. 6
7. Absence of Funding ...................................... 6
8. General Provisions ...................................... 6
9. Effective Date .......................................... 7
<PAGE>
INDEX OF TERMS
Term Section Page
Actuarial Equivalent 2.6(d) 3
Affiliate 2.2(a) 2
Committee 1 1
Compensation 2.5 3
Effective Date 9 8
Final Average Compensation 2.5 3
Notice 8.4 7
Pension Plan Preamble 1
Retirement 2.1 1
Retirement Benefit 2.3 2
Retirement Equalization Plan Preamble 1
Retirement Plan Offsets 2.6 3
Retirement Plans Preamble 1
Split Dollar Offset 2.7 4
Split Dollar Policy 2.7 4
Termination of Employment 6.2 6
Year of Service 2.2 1
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
March 17, 1993
Tektronix, Inc.
an Oregon corporation
26600 SW Parkway
PO Box 1000, M/S 63-LAW
Wilsonville, Oregon 97070-1000 Tektronix
Carl W. Neun
3530 Lakeview Boulevard
Lake Oswego, Oregon 97035 Neun
Tektronix provides retirement benefits for its
employees through the Tektronix Pension Plan (the Pension Plan).
In addition, Tektronix provides supplemental benefits for
officers through the Tektronix, Inc. Retirement Equalization Plan
(the Retirement Equalization Plan) to make up for Pension Plan
benefits lost because of limits imposed by law. Tektronix and
Neun have entered into a Split Dollar Life Insurance Agreement
dated as of June 23, 1994.
Neun is Vice President and Chief Financial Officer of
Tektronix. Tektronix wishes to supplement benefits provided for
Neun under the Pension Plan and the Retirement Equalization Plan
(collectively, the Retirement Plans; individually, a Retirement
Plan).
1. Administration
This Agreement shall be administered by the
Organization and Compensation Committee of the Board of Directors
of Tektronix (the Committee). The Committee shall interpret the
Agreement and shall make determinations about eligibility and
benefits. During any period in which there shall be no such
committee, the Board of Directors shall administer this
Agreement.
2. Retirement Benefits
2.1 Neun shall be entitled to retirement benefits
under this Agreement upon Retirement. "Retirement" means a
termination of employment after age 55 and 5 Years of Service.
2.2 A "Year of Service" means a 12-month period in
which an employee is continuously employed by Tektronix or an
affiliate as follows:
(a) Continuous employment shall not be interrupted
by an authorized leave of absence, by disability under 5.1 or by
transfers among Tektronix and its Affiliates, so long as
continuity of service within the group is maintained.
"Affiliate" means a corporation that is a member of a controlled
group with Tektronix as defined in Section 1563(a) of the
Internal Revenue Code.
(b) All whole or fractional Years of Service shall
be counted. Fractional years shall be rounded to the nearest
whole month and aggregated.
2.3 Neun's RETIREMENT BENEFIT under this Agreement
(RB) shall be a monthly life annuity equal to Final Average
Compensation (FAC) multiplied by a percentage equal to 35 percent
plus twenty-sevenths multiplied by Years of Service (YS) in
excess of five, but no more than 55 percent, minus the Retirement
Plan Offsets (RPO) and the Split Dollar Offset (SDO) and divided
by twelve as follows:
RB = (FACxlesser of {35%+[20/7x(YS in excess of 5)]} or 55%)-(RPO+SDO)
______________________________________________________________________
12
2.4 The retirement benefit formula under 2.3 provides
the following benefit at the ages and Years of Service shown:
(a) (b) (c)
Minimum Completed Percent of Pay
Age Years of Service Before Offsets
51 1 0%
52 2 0%
53 3 0%
54 4 0%
55 5 35.00%
56 6 37.86%
57 7 40.71%
58 8 43.57%
59 9 46.43%
60 10 49.29%
61 11 52.14%
62 & After 12 or more 55.00%
To receive each increment in column (c), Neun must both attain
the age indicated in column (a) and complete the Years of Service
indicated in column (b). Attainment of a higher age before
completion of a lesser number of Years of Service shall not
provide him with any greater amount in column (c) than the amount
indicated for such Years of Service.
2.5 "Final Average Compensation" (FAC) means Neun's
average Compensation during the five consecutive years
immediately preceding termination of Neun's employment.
"Compensation" means Neun's base salary, payments under the
Results Share or any successor program, and payments under the
Annual Performance Improvement Plan or any successor program.
The Company's Board of Directors shall have discretion to include
additional items of cash compensation. In determining FAC the
following shall apply:
(a) Years separated by a period for which Neun is
not credited with Service shall be treated as consecutive.
(b) A year for this purpose shall be the 12
calendar months ending before the Retirement date.
(c) During periods of reduced compensation because
of such things as leave of absence or disability under 5.1,
compensation shall be credited at the rate being paid at the
start of the period.
2.6 "Retirement Plan Offsets" (RPO) means the sum of
Neun's benefits under the Retirement Plans, in the form of an
annual annuity for life, determined as follows:
(a) The RPO shall be calculated at the time Neun
starts to receive benefits under this Agreement.
(b) If Neun has not started to receive benefits
under a Retirement Plan, Neun's benefits under such Retirement
Plan shall be determined as though Neun had retired and started
to receive benefits under such Retirement Plan on the date Neun
starts to receive benefits under this Agreement.
(c) If Neun has already started to receive
benefits under a Retirement Plan, benefits under such Retirement
Plan shall be based on Neun's accrued benefit at the time
benefits started under such Retirement Plan.
(d) The annual life annuity to be offset shall be
the combined Actuarial Equivalents of Neun's accrued benefits
under the Pension Plan and the Retirement Equalization Plan.
"Actuarial Equivalent" shall be determined on the basis of the
procedures and actuarial assumptions of the Pension Plan.
(e) If Neun's benefit under a Retirement Plan
commences at the same time and in the same form as the retirement
benefit under this Agreement, the offset shall be the amount of
such benefit, without adjustment under (d).
2.7 "Split Dollar Offset" means the amount accumulated
or provided under the life insurance policy maintained under the
Split Dollar Life Insurance Agreement dated June 23, 1994 between
Neun and Tektronix (the "Split Dollar Policy"). The Split Dollar
Offset shall be applied as follows:
(a) If Neun dies before Retirement and a benefit
is provided to the surviving spouse under Section 4, such benefit
will be calculated without the Split Dollar Offset. The
resulting annuity for the surviving spouse shall then be offset
by an annuity amount that is equal in value to the proceeds
payable to Neun's beneficiaries upon his death under the Split
Dollar Policy, determined as follows:
(1) If the spouse receives a life annuity
payment of such proceeds under rates for conversion to a life
annuity provided in the Split Dollar Policy, the calculation of
an equal value annuity shall be based on the Split Dollar Policy
conversion rates.
(2) If (1) does not apply, the equal value
annuity shall be an Actuarial Equivalent benefit based on the
factors referenced in 2.6(d).
(b) Upon Neun's Retirement, the Split Dollar
Offset shall be applied to the retirement benefit as provided
below:
(1) The offset shall be applied at the time
of Retirement, except as follows. The offset shall be deferred
for the period in which Tektronix continues to make payments to
Neun under Section 5 of Neun's Executive Severance Agreement with
Tektronix dated September 22, 1993 as amended by Amendment No. 1
dated June 23, 1994 to that Agreement.
(2) The retirement benefit shall be offset by
an annuity amount that is equal in value to the remaining cash
surrender value of the Split Dollar Policy less the amount
recoverable by Tektronix under the collateral assignment of such
policy. If Neun has received any distribution, loan or other
payment from the Split Dollar Policy prior to the date of the
offset, the amount of such payment plus interest determined under
the factors reference in 2.6(d) shall be included in the
offsetting cash surrender value. If Neun fails to make any
scheduled premium payment under the Split Dollar Policy,
including any payment that would have been scheduled after the
Policy is surrendered or lapses due to action or inaction of
Neun, the offsetting cash surrender value shall be increased as
though the payment had been made. An equal value annuity shall
be determined as follows:
(i) If Neun receives a life annuity
payment from the Split Dollar Policy commencing at the time of
offset under rates for conversion to a life annuity provided in
the Split Dollar Policy, the calculation of an equal value
annuity shall be based on the Split Dollar conversion rates.
(ii) If (i) does not apply, the equal
value annuity shall be an Actuarial Equivalent benefit based on
the factors referenced in 2.6(d).
(c) If the amount of the Split Dollar Offset under
(a) or (b) exceeds the amount of the benefit that is subject to
the offset, no benefit shall be paid pursuant to this Agreement
and the amounts provided to Neun or his beneficiary under the
Split Dollar Policy shall not be affected.
3. Time and Manner of Payment
3.1 Retirement benefits under this Agreement shall
start as of the first day of the month after Retirement. If the
Split Dollar Offset is delayed pursuant to 2.7(b)(1), the
retirement benefit shall start at a level determined without the
Split Dollar Offset and shall be reduced by the amount of such
offset at the time payments to Neun cease under Section 5 of the
Executive Severance Agreement.
3.2 Neun may elect the form of retirement benefit as
follows:
(a) Regardless of the form, the value of the
benefit shall be the Actuarial Equivalent of the retirement
benefit described in 2.3.
(b) The available forms of benefit shall be the
following:
(1) A monthly annuity for Neun's life; or
(2) If Neun is married at the benefit starting
date, a contingent annuity for Neun's life with fifty percent
payments continuing to the surviving spouse after Neun's death.
4. Preretirement Death Benefit
4.1 A benefit shall be paid to the surviving spouse if
Neun dies when the following conditions are met:
(a) Neun is employed by Tektronix or an Affiliate
and is eligible for Retirement.
(b) Neun was legally married to the surviving
spouse at death and was throughout the 12 months before death.
4.2 The spouse's death benefit shall be as follows:
(a) The amount shall be an annuity equal to the
amount that would have been payable under this Agreement as the
spouse's survivor annuity if Neun had commenced benefits under
this Agreement in the form of a 50 percent joint and survivor
annuity with his spouse the day before death and then died.
(b) The benefit shall be a single life annuity for
the life of the spouse starting with the month following the date
of Neun's death.
5. Disability Benefit
5.1 If disabled as defined in the Pension Plan, Neun
shall be treated as employed and continue to accrue Years of
Service under this Agreement so long as Benefit Service is
accrued under the Pension Plan, subject to 5.2.
5.2 If Neun, while disabled, retires or dies, benefits
shall be determined under 2, or 4, above, as appropriate.
6. Preretirement Termination of Employment
6.1 Subject to 5, Neun shall receive no benefit under
this Agreement if a termination of his employment occurs before
he meets the conditions for Retirement described in 2.1.
6.2 "Termination of employment" means interruption of
continuous service as defined in 2.2. If service is interrupted
and Neun resumes service, all service before and after the
interruption shall be aggregated.
7. Absence of Funding
This Agreement and any benefits payable under it shall
be unfunded and shall be payable only from the general assets of
Tektronix. Neun and his spouse shall have no interest in any
assets of Tektronix and shall have no rights greater than the
rights of any unsecured general creditor of Tektronix.
8. General Provisions
8.1 No interest of Neun or his spouse under this
Agreement may be directly or indirectly assigned, transferred,
seized by legal process or subjected to the claims of creditors
in any way (an "Assignment"). Any attempted or purported
Assignment of any such interest shall be void and ineffective.
8.2 Nothing in this Agreement shall give Neun the
right to continue employment. This Agreement shall not prevent
discharge of Neun at any time for any reason.
8.3 This Agreement shall be construed according to the
laws of Oregon.
8.4 Any notice under this Agreement shall be in
writing and shall be effective when actually delivered or, if
mailed, when deposited postpaid as first-class mail. Mail shall
be directed to the address shown on this Agreement or such other
address as a party may specify by notice to the other party.
8.5 Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by
arbitration in Portland, Oregon in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the Arbitrator may be entered
in any Court having jurisdiction thereof.
8.6 Tektronix may decide that because of the mental or
physical condition of a person entitled to payments, or because
of other relevant factors, it is in the person's best interest to
make payments to others for the benefit of the person entitled to
payment. In that event, Tektronix may in its discretion direct
that payments be made to one or more of the following:
(a) To a parent or spouse or a child of legal
age.
(b) To a legal guardian.
(c) To one furnishing maintenance, support, or
hospitalization.
9. Effective Date
This Agreement shall be effective as of March 17, 1993.
TEKTRONIX Tektronix, Inc.
By JEROME J. MEYER
_________________
Jerome J. Meyer
Executed: November 3, 1995
NEUN CARL W. NEUN
____________
Carl W. Neun
Executed: November 3, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS 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> MAY-25-1996
<PERIOD-END> NOV-25-1995
<CASH> 29,517
<SECURITIES> 0
<RECEIVABLES> 331,238
<ALLOWANCES> 6,409
<INVENTORY> 276,306
<CURRENT-ASSETS> 678,155
<PP&E> 647,061
<DEPRECIATION> 369,898
<TOTAL-ASSETS> 1,255,442
<CURRENT-LIABILITIES> 329,119
<BONDS> 153,334
<COMMON> 226,017
0
0
<OTHER-SE> 423,885
<TOTAL-LIABILITY-AND-EQUITY> 1,255,442
<SALES> 0
<TOTAL-REVENUES> 844,620
<CGS> 0
<TOTAL-COSTS> 489,250
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,989
<INCOME-PRETAX> 69,972
<INCOME-TAX> 20,992
<INCOME-CONTINUING> 48,980
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,980
<EPS-PRIMARY> 1.47
<EPS-DILUTED> 1.47
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-27-1995
<PERIOD-END> NOV-26-1994
<CASH> 37,152
<SECURITIES> 0
<RECEIVABLES> 258,953
<ALLOWANCES> 4,597
<INVENTORY> 207,278
<CURRENT-ASSETS> 556,912
<PP&E> 604,748
<DEPRECIATION> 380,633
<TOTAL-ASSETS> 1,052,317
<CURRENT-LIABILITIES> 265,584
<BONDS> 105,638
<COMMON> 199,523
0
0
<OTHER-SE> 336,212
<TOTAL-LIABILITY-AND-EQUITY> 1,052,317
<SALES> 0
<TOTAL-REVENUES> 683,507
<CGS> 0
<TOTAL-COSTS> 362,499
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,380
<INCOME-PRETAX> 48,065
<INCOME-TAX> 12,083
<INCOME-CONTINUING> 35,982
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,982
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 1.11
</TABLE>
