-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GpWkCtpdHUlTC2wdVH+NiQgIoUtDqucCs3+S9HJHjfwQ6XgcCFzqRG0TjM3B0rkJ 2yzZv/jIIfhPkLlz5h95cA== 0000898430-97-002385.txt : 19970602 0000898430-97-002385.hdr.sgml : 19970602 ACCESSION NUMBER: 0000898430-97-002385 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970530 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGICON INC /DE/ CENTRAL INDEX KEY: 0000311946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 952126773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07777 FILM NUMBER: 97616813 BUSINESS ADDRESS: STREET 1: 3701 SKYPARK DR CITY: TORRANCE STATE: CA ZIP: 90505-4794 BUSINESS PHONE: 3103730220X3237 MAIL ADDRESS: STREET 1: 3701 SKYPARK DRIVE CITY: TORRANCE STATE: CA ZIP: 90505-4794 10-K 1 FORM 10-K FOR FISCAL YEAR ENDED MARCH 31, 1997 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ---------------- (MARK ONE) [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996) OR [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: MARCH 31, 1997 COMMISSION FILE NUMBER: 1-7777 LOGICON, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-2126773 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 3701 SKYPARK DRIVE, TORRANCE, CALIFORNIA 90505-4794 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (310) 373-0220 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE, INC. (TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock as of a specified date within 60 days prior to the date of filing. $617,076,935 ON MAY 23, 1997 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. $.10 PAR VALUE COMMON--14,005,711 SHARES ON MAY 23, 1997 DOCUMENTS INCORPORATED BY REFERENCE NONE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS GENERAL Logicon, Inc., the Registrant (hereinafter referred to as Logicon or "the company"), was incorporated in California on April 10, 1961, and reincorporated in Delaware on July 28, 1978. The company provides advanced technology systems and services to support national security, civil and industrial needs. On May 4, 1997, Logicon, Inc. and Northrop Grumman Corporation (Northrop) signed a definitive agreement for the merger of Logicon and Northrop in a stock-for-stock transaction. Stockholders of Logicon will receive, for each share of Logicon common stock, a fraction of a Northrop share determined by dividing $52 by the average closing price for Northrop common stock during a 30-day trading period prior to mailing the proxy statement for the merger. In no event will the exchange ratio be more than 0.6919:1, or less than 0.5661:1. The transaction is subject to normal government reviews and the approval of Logicon stockholders. On March 28, 1996, the company acquired Geodynamics Corporation (Geodynamics) for a purchase price of $31.7 million. Geodynamics specializes in remote sensing, geographic information systems, modeling and simulation, software development, and systems engineering and integration for the Department of Defense and other government agencies. The acquisition was accounted for as a purchase and the excess of the purchase price over net assets acquired was $9.5 million. The company's consolidated results of operations include the operations of Geodynamics beginning in fiscal year 1997. On February 16, 1995, the company acquired Syscon Corporation (Syscon), which operated as an indirectly wholly-owned subsidiary of Harnischfeger Industries, Inc., for a cash purchase price of $45.3 million. Syscon is engaged principally in the business of providing systems development, systems integration and systems services to the U.S. government and commercial enterprises. The acquisition was accounted for as a purchase and the excess of the purchase price over net assets was $21.9 million. The company's consolidated results of operations include the operations of Syscon from the acquisition date. Contracts with the U.S. government are the company's primary revenue source. These revenues accounted for 98 percent of total contract revenues for fiscal years 1995 through 1997. The current backlog value is composed of 36 percent fixed-price type contracts, 42 percent cost type contracts, and 22 percent time and material type contracts. The company is performing on a variety of contracts in the following defense markets: COMMUNICATIONS & INTELLIGENCE Revenues in the Communications & Intelligence market grew by 39 percent over the previous year and accounted for 37 percent of the company's fiscal year 1997 revenues. Logicon provides on-site product assurance testing for the Defense Information Systems Agency's Defense Information Infrastructure (DII) Common Operating Environment (COE) and the Global Command and Control System (GCCS). The DII COE provides the common information technology foundation for automated systems support to the U.S. Armed Forces. GCCS is the common command and control system supporting the operational deployment and employment of forces around the world. Logicon tests DII COE software functionality and specification compliance, and develops, maintains and executes test cases verifying that GCCS does what it was intended to do. For over 20 years, Logicon has been developing sophisticated diagnostic systems to test interoperability of tactical data links for the military. One such product, the Multiple Unit Link Test and Operator Training System (MULTOTS) is used to test and certify data link systems and train operators. Another, the LMS-11, is used to troubleshoot actual operation of the commonly used Link-11 system. The latest Logicon-developed product is the LMS-16, which tests and monitors the Link-16 system. In recent years, Logicon built a digital communications system for the AEGIS Computer Center that enabled the Center to network and test its systems over large geographical distances using standard dial-up telephone lines. 1 Logicon supports the development, testing and fielding of command and control systems for the U.S. Army at the Electronic Proving Ground Field Office at Ft. Lewis, WA. Logicon staff assist in the conduct of operational and developmental tests as well as training with these Command and Control (C/2/) systems. Logicon has become well known for its expertise in developing technical interfaces between the C/2/ systems and the computer simulation models that stimulate the testing and training events. Logicon also prototypes and integrates C/2/ system components onto tracked and wheeled tactical vehicles. On one initiative, Logicon integrated shelter systems with government and commercial off-the-shelf computer hardware and software to field a mobile U.S. Army weather forecasting and analysis system. Logicon's Southwest Border States Anti-Drug Information System, developed for DISA, achieved full operational capability this year. Capping an intense two-year period of engineering and development, the system provides law enforcement with a national model for secure information sharing among federal, state and regional agencies. The system meets the established objectives which were: improved collection and sharing of criminal information, rapid identification of participants with similar investigative interests and rapid and secure exchange of sensitive intelligence and investigative information. Enhancements to the system are currently underway. Logicon's strong record of performance with the Naval Sea Systems Command was the key to the company being awarded a follow-on contract this year to continue providing life-cycle engineering support services for digital, computer-based, shipboard combat systems for U.S. Navy surface ships and submarines. Logicon engineers define combat system requirements, and integrate, design, install, test and evaluate, certify, and verify and validate all engineering products--both hardware and software--that go into the system. Logicon works on a number of classified programs for U.S. government customers in the communications and intelligence area, some of which involve command and control of various military satellite systems. Logicon is a leader in the area of interoperability and has applied its expertise in this discipline to solving a broad range of technological challenges for the government. In one example, DISA asked Logicon to help develop a communications and logistics infrastructure for the United Nations High Commissioner for Refugees and the United Nations Department for Humanitarian Affairs. The goal was to facilitate closer cooperation and coordination of relief efforts between humanitarian agencies and other organizations or countries that may be called upon to provide assistance to refugees. Logicon staff assessed existing operations and recommended achievable solutions to problems in the areas of logistics, communications, the Internet and database management. The U.N. Assembly is currently reviewing Logicon's recommendations. WEAPON SYSTEMS Approximately 18 percent of the company's revenues were derived from the Weapon Systems market. Revenues declined by 12 percent from year ago levels. The decline is directly correlated to a transition from the development stage to the maintenance stage of our work on the B-2 aircraft's mission planning system. On a project for the Defense Advanced Research Projects Agency (DARPA), Logicon software designers are developing the Local Attack Controller (LAC), a system that helps battle managers deal with Time Critical Targets (TCT), such as SCUD missiles. In the usual world of 24-hour response, one group processes intelligence data then hands it to planners, but when it comes to TCTs, battle managers may have only 30 seconds to determine, decide and act. LAC blends the intelligence processing and planning into a single system. Special displays help the commander analyze and plan before the warning and decide rapidly on a course of action. The system includes artificial intelligence and operations research algorithms to explore possible attack alternatives. Logicon is currently migrating its air refueling planning system, the Combined Mating and Ranging Planning System (CMARPS) and the AMC Deployment Analysis System (ADANS), from a UNIX-computer environment to a Windows NT- based environment. This newly evolved system, the Consolidated Air Mobility Air Planning System (CAMPS), offers total force-level planning and analysis capability for both air refueling and mobility airlift operations. Logicon is employing state-of-the-art software development technologies such as 2 Java, C++, and Common Object Request Broker Architecture (CORBA) to provide Air Mobility Command (AMC) with a system that supports its mission to provide mobility support for the U.S. Armed Forces. CAMPS supports the AMC's Tanker Airlift Command Center and the operational plan development and studies and analysis communities, as well as Air Combat Command's Fighter Delivery squadron, which supplies flight plans for worldwide fighter deployments. Under a recently awarded contract, Logicon software experts will be integrating a battle management system for the Joint Forces Air Component Commander (JFACC), a DARPA program scheduled to be in use by the middle of the next decade. This advanced information technology system will revolutionize command and control of joint and coalition air operations and enable faster air operations planning, execution, and assessment. One of Logicon's tasks is to build innovative visualization techniques into the system. Logicon's plan is to use an intranet approach with off-the-shelf browser technology. This infrastructure approach will enable battle managers to build custom displays and queries without being familiar with the underlying organization of data. It will also feature a time scale that users can set to enable them to see the past, present or planned future situation. Logicon staff provides services for all areas of the AEGIS program including mission and capabilities analysis; software development and testing; systems integration, test and evaluation; weapon system and radar improvement recommendations; simulation development; introduction of new ships into the fleet; installation of onboard systems; and assessment of interoperability of systems with those of joint and allied services. Last winter, the company delivered to the Air Force its most recent software modification to the B-2 bomber's mission planning system. The software is currently supporting the second block of B-2 operational aircraft. Logicon is also developing the B-1B Aircraft/Weapons/Electronics (A/W/E) mission planning system. Logicon is designing and developing the software for the A/W/E and integrating the A/W/E with the Air Force Mission Support System. B-1B air crews will use the integrated system to create data cartridges and combat mission folder materials for the B-1B missions. The software will support the Block C and D versions of the B-1B aircraft. Logicon is in its third decade of performing testing and analysis on software and systems for the Minuteman and, more recently, the Peacekeeper Intercontinental Ballistic Missiles (ICBMs). On the C-17, the U.S. Air Force's newest airlift aircraft, Logicon supports McDonnell Douglas in developing, testing and troubleshooting onboard flight software. This work includes rehosting JOVIAL software into an ADA environment. INFORMATION SYSTEMS Information Systems is Logicon's fastest growing market. Revenues increased by 46 percent over last year and currently account for 23 percent of total contract revenues. Logicon is helping the National Science Foundation (NSF) make the transition from a mainframe computing environment to a client/server environment. Logicon software engineers are also helping NSF explore ways in which new technologies and tools such as the World Wide Web and the Internet might be used to redesign and streamline the way NSF does business with research, educational and related communities. NSF's goal is to create a paperless and electronic process that would encompass proposal submission and review, grant award, and grant and financial management and administration. The area of logistics, which involves the movement and tracking of assets-- such as, people, weapons, food, medical supplies or standard issue items--is a big area of concern for the Military Services. For over 10 years Logicon has been assisting the U.S. Army, Navy, Marines and Air Force in accomplishing their goals in 3 this area by applying Automatic Identification Technologies. This technology is used on a number of projects to develop state-of-the-art asset management and tracking systems. For example, Logicon designed and developed a Medical Asset Tracking System (MEDTRAK) for the U.S. Army Medical Command. MEDTRAK uses Radio Frequency Identification Technology (RFID) to identify and track selected high value items as they are moved around the hospital. The RFID tags are read by devices called interrogators as the items move through doorways and halls in the hospital. The entire system of interrogators communicates with the host computer's database via the Radio Frequency Local Area Network. The MEDTRAK software automatically updates the database with the current location of the equipment in question. This enables medical staff to know the whereabouts of high value items as they move from one section of the hospital to another and alerts them to an unauthorized removal from the hospital. Under Logicon's I-CASE contract, federal government agencies choose from thousands of commercial off-the-shelf hardware and software products that represent the most current technical solutions on the market today for Information System development. Logicon also offers related services, such as training and maintenance, under the contract. New vendors/product lines are routinely added to the contract offerings each month to ensure that customers can choose from the products most in demand. Logicon is helping the State of California improve the quality and efficiency of delivery of services for a number of its agencies, including: the Department of Corrections, Health and Welfare Agency, Department of Health Services, Department of Motor Vehicles and the Board of Equalization. Logicon performs feasibility studies, systems analysis and design, project management, independent verification and validation (IV&V) of systems, training and disaster recovery planning. On one such project, Logicon is providing IV&V services to the Department of Health Services (DHS), who is seeking an automated tool to manage the Medi-Cal program throughout the state. Each year the Medi-Cal program, with 5.5 million expected beneficiaries, incurs $16 billion in Medicare costs. A planned transition will move Medi-Cal from a fee-for-service system to the HMO model. DHS wants to develop an automated software tool that can review, evaluate, assess and analyze how epidemiological care is provided to recipients. The program will analyze treatment options, health plan efficiencies, their efficacy and their impact on long-term care. Logicon helped evaluate the technical merits of vendor proposals and will provide IV&V services to DHS once the integration work is underway. This year Logicon and its team of 27 subcontractors secured a five-year contract with the Department of Health and Human Services, National Institutes of Health to provide a broad range of Information Technology services available to buyers from all federal agencies. The Logicon team is one of several that were awarded contracts, enabling it to compete for business worth an estimated $1 billion. The contract, known as the Chief Information Officers Solutions and Partners (CIOSP) contract, supports the requirements of recent legislation which has streamlined the federal acquisition process. Under the new federal provisions, federal Information Technology (IT) buyers can acquire advanced IT support from Logicon and other firms within a matter of weeks. Under the CIOSP contract, Logicon was awarded nine task orders from a number of different federal agencies during the first six months of the contract. On these projects, Logicon is providing mission critical IT support to the Army, the Department of Treasury, the Department of Education and other federal agencies. Support includes systems design and implementation of Army weapon systems, training systems development and support, LAN/WAN development and maintenance, and strategic systems studies involving cutting edge technologies. Logicon has contracted with the General Services Administration (GSA), to be included on its Section B/C schedule for Automated Data Processing (ADP) services. The GSA schedule for ADP services is an alternative to many agency specific ID/IQ contracts and most closely mirrors commercial buying practices. Under the GSA's B/C schedule, government agencies can purchase Information Technology services from Logicon and its subcontractors without the need for a formal competitive procurement. Ordering off the GSA schedule offers additional advantages such as minimal paperwork, less lead time for establishing a procurement and reduced contract administration costs. 4 TRAINING & SIMULATION Revenues from the Training & Simulation market were essentially unchanged this year compared to last year and accounted for 12 percent of the company's total contract revenues. Logicon is the U.S. Army's support contractor for its Battle Command Training Program, which consists of computer-driven wargaming training exercises. Logicon experts support the entire exercise life cycle including planning, pre-exercise preparation, exercise support and post-exercise support. In a similar manner, Logicon supports the U.S. Army XVIII Airborne Corps and the U.S. Army Reserve Component training programs at 10 different sites. Under a recently awarded contract, Logicon is using battle simulation technologies to support the training of units for the U.S. Army, Army Reserve, Joint Forces and Allied Forces in the European Theater. Logicon staff are operating 12 battle simulation facilities throughout Germany and Italy, where they are involved in developing exercises, training the staff that will operate the exercises and exploiting new developments in simulation technology. In a related effort, Logicon is supporting the design, development and fielding of WARSIM 2000, the next generation warfighting simulation system. WARSIM 2000 will provide Army leaders with the capability to create realistic command post operational conditions for training. The simulation will support battalion through echelons above corps Command and Control (C/2/) training in a variety of scenarios for both peacetime and wartime operations. The simulation will also have the ability to interact with virtual simulators and different types of real operational computers through a direct interface to the warfighter's Command, Control, Communications, Computers and Intelligence (C4I) equipment. WARSIM 2000 will have the capability to extend training support and simulation control functions to locations other than the fixed sites that support regional training. At the AEGIS Training Center, Logicon staff provides a full range of computer-based training support, services and products including the development of tactically relevant team training scenarios for the embedded shipboard AEGIS Combat Training System and shore-based AEGIS Combat System Interface Simulation. Logicon is applying its computer-based training and simulation expertise in the development of the Naval Combat Operators Trainer (NCOT) for the Canadian Navy. The system will be used to train operators of Operations Room equipment in the New Canadian Patrol Frigates and Tribal Class Update Modernization Program (TRUMP) ships. Logicon has developed the simulation engine (Simware) that provides the core simulation capabilities for the system such as platform motion, weapon, sensor and environmental modeling. NCOT is both flexible and scaleable. It consists of Trainer Control Computers (TCC), instructor and student stations and a local area network (LAN). The TCC conducts Simware processing common to all workstations while simulation processing unique to an instructor station or an equipment simulation is distributed to the individual workstations. At the Flight Simulation Research Laboratory at NASA's Ames Research, Logicon scientists and engineers operate the world's largest Vertical Motion Simulator (VMS). The VMS facility is unequaled in the efficient production of real-time, high-fidelity, moving-base, piloted flight simulations of aerospace vehicles. Using an advanced system of interchangeable cabs and modular software and hardware systems, the facility is widely known for its ability to quickly adapt to researcher requirements. Flight simulation research is conducted on such varied topics as aircraft handling qualities and control systems, air-frame characteristics, cockpit displays and navigational aids, as well as many other unique aeronautical research subjects. Logicon has total systems responsibility for the VMS facility, which includes both new systems development, operations and maintenance. Logicon also supports the Total Army Training System (TATS) and Common Core programs for the U.S. Army's Training and Doctrine Command. TATS involves restructuring the curricula and related courseware to provide common programs of instruction for both the active and reserve components of the U.S. Army. The Common Core program is developing courseware for tasks common to all soldiers, both officer and enlisted, regardless of their occupational specialty. In support of both programs, Logicon is developing interactive, 5 multimedia courseware targeted for traditional classroom use, video teletraining and/or self-guided instruction. We have, for example, been a key contractor in developing TATS and Common Core materials for both officers and Non-Commissioned Officers (NCO) at the Army's Chemical School. This year Logicon staff have been helping to institute state-of-the-art electronic classrooms and courseware for the NCO Academy at the Army's Medical Department and School. Logicon was part of a winning team led by Flight Safety Services Corporation which was selected to develop the Joint Primary Aircraft Training System (JPATS) Ground-Based Training System (GBTS). JPATS is a joint Air Force/Navy program that will replace the primary training aircraft (T-37/T-34) with a new single engine trainer, designated the T6-A "Texan." Logicon defined the requirements and preliminary design concepts, including prototyping for the Training Information Management System (TIMS), a crucial component of the JPATS GBTS. Logicon's role now is to develop, acquire, install and provide logistics support for TIMS, a networked computer hardware and software system that provides student grade book management, scheduling for all flying training activities and general management functions for Air Force and Navy undergraduate flying training programs. Logicon will first install TIMS at Randolph Air Force Base, then at 12 additional bases during 2000-2001. SCIENCE & TECHNOLOGY The Science & Technology market accounts for 10 percent of the company's contract revenues for fiscal year 1997. Revenues in this area were essentially unchanged when compared to the prior year. Logicon has enjoyed a long-standing relationship with the Air Force's Phillips Laboratory in Albuquerque, New Mexico. The company provides technical and scientific support to the laboratory in its experimentation and research into the use of advanced imaging technology and high-energy lasers used for military applications, science and medicine. On the Airborne Laser Program (ABL), Logicon scientists and engineers model all aspects of the high-energy laser beam including its generation, aiming, propagation through the atmosphere and effects on targets. During the post Desert Storm era, studies and analysis indicated it was essential to have an adequate early defense against Theater Ballistic Missiles (TBMs) at a point prior to booster burnout, when the reentry vehicles and warheads go ballistic. The airborne, high-energy laser, with its near-zero time-of-flight capability, can accomplish this and is a key weapon for mid- to long-term TBM architecture. Logicon scientists and engineers are key participants in the Air Force program, the goal of which is to integrate a laser system into a Boeing 747 aircraft and demonstrate it can destroy a booster by 2002. The company's role as the Defense Special Weapons Agency's (DSWA's) scientific and engineering technical assistance contractor has given us the opportunity to participate in a number of projects vital to national security over the past 25 years. In today's politically unstable and unpredictable world, a top priority for DSWA is developing counterforce options for national leaders to consider in dealing with nuclear, chemical or biological weapons possessed by rogue nations. A counterproliferation (CP) Advanced Concept Technology Demonstration (ACTD) is the centerpiece of DoD's CP counterforce program. Technical experts from DSWA and operational representatives from U.S. European Command jointly manage the ACTD. Its overall objective is to develop and test prototype hardware, and provide residual, operationally ready counterforce weapons and planning tools to the warfighting commanders. Using modeling and simulation capabilities, Logicon is helping DSWA evaluate the effectiveness of manned and unmanned sensors, automated target planning tools and hazard prediction assessments and also assists DSWA in integrating these elements into operational prototypes. Logicon senior engineers, instrumentation specialists and experienced troubleshooters participated in field demonstrations at the White Sands Missile Range to assess the effectiveness of the systems during live weapon delivery exercises. On another effort for DSWA, Logicon is involved with the Agency's Data Archival and Retrieval Enhancement (DARE) system and with "Project Graybeard." The goal of these projects is to preserve and 6 archive precious data acquired over the period of U.S. nuclear testing from 1945 through 1992. This data is crucial to future defense activities as obtaining new nuclear test data in a realistic environment is expected to be problematic in the future. Logicon plays a key Information Technology role in this work, helping to determine DARE system requirements, developing plans, performing data engineering (getting data into the system) and making recommendations for system design improvements. Bearing in mind this data must be preserved in a form that can be optimally used by future generations of researchers, DARE developers employ an open system client/server approach and incorporate the latest Internet technologies. Two databases are part of the system: one with encrypted, classified data and one containing unclassified data. During Project Graybeard, members of the Logicon staff captured important recollections of senior agency scientists by videotaping conversations with them. The videotape was then digitized and entered into the DARE system where it can be retrieved as needed. Since 1983, Logicon has been a key player on a number of remote sensing and spectral imagery projects in support of the Department of Defense. Recent advances in sensor and satellite imaging have made this technology available for a wide range of civil and commercial applications such as geological surveying, agricultural analysis and disaster assessment. Realizing the time was right to bring the military and civilian user communities together to address the broad range of remote sensing issues, Logicon opened the Spectral Imagery Training Center and developed a course of training--complete with its own guidebook, the Multispectral Imagery Reference Guide--that is geared toward the civilian/commercial sector. For nearly eight years, Logicon has been providing technical support to human performance research at the Air Force's Armstrong Laboratory at Wright- Patterson AFB, Ohio. Logicon scientists and technicians perform engineering and human factors evaluations of crew stations, cockpits, pilot workloads, situation awareness, helmet-mounted displays and night-vision goggles. Logicon was the system integrator in the development of the newest facility, the Synthesized Immersion Research Environment (SIRE) Laboratory, a state-of-the- art, virtual reality facility used for developing and evaluating crew-station technologies for the pilot of the 21st century. At SIRE, the company designs and conducts experiments in brain-actuated control, bioaccoustics (adding stereophonic and three-dimensional sound clues to aid pilots in target location), tactile displays and data gloves. BACKLOG The dollar amount of backlog, including contract options and untasked indefinite quantity contract values at March 31, 1997, and March 31, 1996, was $2.0 billion. Backlog from firm contracts at March 31, 1997, was $550 million, compared to $547 million at March 31, 1996. The funded portion of the March 31, 1997, and 1996, backlog was $264 million and $226 million, respectively. It is estimated that approximately 70 percent of backlog from firm contracts will be expended by March 31, 1998. Contract options that allow the customer to contract for services and products at specified values upon the issuance of contract modifications and indefinite delivery/indefinite quantity (ID/IQ) contracts that require the placement of a delivery order against the contract using previously established prices are recorded in total backlog at the value stated in the contract. These amounts are not included in firm backlog until such future contract modifications or delivery orders are issued. Accordingly, total backlog reflected above may not result in future revenues. In recent years the company's customers have increasingly used the ID/IQ form of contract. The ID/IQ contracts can be issued to one or more companies that may then be required to compete for delivery orders. These contracts may or may not have stated contract values. The total amount of ID/IQ contracts with stated values that are included in total backlog at March 31, 1997, is $962 million which included the I-CASE contract at $611 million and a contract with the Internal Revenue Service for software and systems engineering services at $195 million. The company's backlog is not subject to any significant seasonal fluctuations but is likely to vary substantially as contracts near completion and in conjunction with the execution of major contract renewals or the award of major new contracts. 7 CONTRACT TERMINATIONS All of the company's government contracts are subject to redirection or termination for convenience. Such action could occur as a result of reductions in government expenditures, changes in the allocations of spending or for other reasons and could have a material adverse effect on the company's business. In the event of such actions, the company is entitled to reimbursement of costs incurred plus a reasonable fee. Historically, there have been very few government contract terminations and those that have occurred have had a negligible impact. COMPETITION Strong competition is encountered from numerous firms, many of which are larger and have greater financial resources than the company. Direct competition comes from companies that market systems and services substantially the same as those provided by the company. Additionally, indirect competition is encountered from many major industrial organizations and agencies of the government that perform services for themselves similar to those marketed by the company. It is believed that the company obtains only a small part of the available business in the markets served. RESEARCH ACTIVITIES Many of the company's government contracts involve development of new systems or improvement of existing ones and, therefore, may be considered customer-sponsored research activities. Costs of company-sponsored research activities during the fiscal years ended March 31, 1997, 1996 and 1995 were, respectively, $4,356,000, $3,952,000 and $2,692,000. EMPLOYEE RELATIONS The company's success is dependent upon its ability to attract and retain highly trained professional and technical employees. At March 31, 1997, the company had 5,024 employees, of whom 3,517 were on the technical staff. Of those on the technical staff, 72 percent held degrees, with 32 percent holding advanced degrees. The company has had no work stoppages of any kind as a result of labor difficulties and believes it enjoys excellent relations with its employees. None of the company's employees is represented by a labor union. RAW MATERIALS, ENERGY AND ENVIRONMENTAL MATTERS Raw materials, energy shortages, and environmental protection and energy conservation laws have not had a material adverse effect on the company's operations to date. It is impossible to predict what effect, if any, future raw materials and energy shortages or environmental and energy-related legislation would have on the company's operations. ITEM 2. PROPERTIES Logicon's principal facilities, aggregating 1,160,000 square feet, are occupied under leases expiring prior to April 2008. The principal facilities are located in the metropolitan areas of Los Angeles and San Diego, California, and Washington, D.C., and are suitable for offices, laboratories or light manufacturing. The company believes that its existing facilities are adequate to meet its expected requirements. ITEM 3. LEGAL PROCEEDINGS The company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse effect on the company's consolidated financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted during the fourth quarter of fiscal year 1997 to a vote of security holders through the solicitation of proxies or otherwise. 8 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS-- MATTERS MARKET INFORMATION The common stock of Logicon, Inc. is listed on the New York Stock Exchange with the ticker symbol LGN. The following table sets forth the high and low closing prices at which the company's common stock traded on the New York Stock Exchange, quarterly, for the company's two latest fiscal years:
HIGH LOW ------- -------- FISCAL YEAR ENDED MARCH 31, 1997 1st Quarter............................................... $32 1/4 $27 2nd Quarter............................................... 35 1/4 25 1/4 3rd Quarter............................................... 43 3/8 35 4th Quarter............................................... 38 7/8 33 7/8 HIGH LOW ------- -------- FISCAL YEAR ENDED MARCH 31, 1996 1st Quarter*.............................................. 23 1/8 16 7/8 2nd Quarter............................................... 32 1/8 21 11/16 3rd Quarter............................................... 29 1/4 21 1/2 4th Quarter............................................... 33 3/4 25 1/4
- -------- * Common stock prices for the quarter ended June 30, 1995, have been restated to reflect the two-for-one stock split distribution effected September 13, 1995. HOLDERS There were approximately 7,000 stockholder accounts of record at March 31, 1997. DIVIDENDS Quarterly dividends have been paid to Logicon's common stockholders over the last two fiscal years as follows:
FY 1996 FY 1997 ------- ------- 1st Quarter................................................ $0.04 $0.05 2nd Quarter................................................ 0.05 0.06 3rd Quarter................................................ 0.05 0.06 4th Quarter................................................ 0.05 0.06
ITEM 6. SELECTED FINANCIAL DATA
FOR THE YEAR ENDED MARCH 31 ---------------------------------------- 1997 1996 1995 1994* 1993 -------- -------- -------- ------ ------ (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA) Revenues............................... $ 566.4 $ 476.1 $ 345.2 $320.2 $325.1 Net income............................. 32.7 25.3 19.5 21.0 15.5 PER SHARE AMOUNTS ---------------------------------------- 1997 1996 1995 1994* 1993 -------- -------- -------- ------ ------ Earnings............................... $ 2.29 $ 1.78 $ 1.37 $ 1.40 $ 1.02 Dividends.............................. 0.23 0.19 0.16 0.14 0.12 Equity................................. 11.67 9.72 7.96 7.05 6.20
9
MARCH 31 ---------------------------------------- 1997 1996 1995 1994 1993 -------- -------- -------- ------ ------ Backlog................................ $2,043.9 $2,037.8 $1,686.3 $727.4 $630.6 Total assets........................... 230.6 193.4 152.5 129.3 119.8 Working capital........................ 118.7 87.2 70.8 85.5 76.2 Stockholders' equity................... 163.3 135.9 107.5 97.7 89.1
- -------- Per share data reflects a two-for-one stock split in fiscal year 1996. * Fiscal year 1994 includes $635 thousand or four cents per share for the cumulative effect, on prior years, of change in accounting for taxes under SFAS 109. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS REVENUES AND BACKLOG Logicon provides advanced technology systems and services to support national security, civil and industrial needs in the following areas: Communications & Intelligence; Weapon Systems; Information Systems; Training & Simulation; Science & Technology. Contracts with the U.S. government are the company's primary revenue source, accounting for approximately 98 percent of total contract revenues for fiscal years 1995 through 1997. The company's contractual revenue mix has shifted in recent years with a greater percentage of revenue being derived from "Time and Material" and "Fixed-Price" contracts. The following tables present an analysis of the company's revenues and backlog by contract type for the past three years:
FOR THE YEAR ENDED MARCH 31 -------------------------------- 1997 1996 1995 ---------- ---------- ---------- (DOLLARS IN THOUSANDS) Contract revenues Cost plus fixed fee........................ $ 134,134 $ 124,058 $ 80,064 Cost plus award and incentive fee.......... 162,564 149,275 125,668 Fixed-price................................ 101,673 72,839 51,317 Time and material.......................... 164,529 127,550 84,798 ---------- ---------- ---------- $ 562,900 $ 473,722 $ 341,847 ========== ========== ========== MARCH 31 -------------------------------- 1997 1996 1995 ---------- ---------- ---------- (DOLLARS IN THOUSANDS) Backlog: Firm Contracts: Cost plus fixed fee........................ $ 149,888 $ 155,130 $ 155,283 Cost plus award and incentive fee.......... 202,663 159,836 163,044 Fixed-price................................ 38,672 42,705 34,166 Time and material.......................... 159,265 188,958 165,385 ---------- ---------- ---------- 550,488 546,629 517,878 ---------- ---------- ---------- Contract options and untasked indefinite quantity contract values: Cost type.................................. 497,456 620,261 367,904 Fixed-price................................ 702,405 749,411 743,261 Time and material.......................... 293,509 121,498 57,285 ---------- ---------- ---------- 1,493,370 1,491,170 1,168,450 ---------- ---------- ---------- Total backlog................................ $2,043,858 $2,037,799 $1,686,328 ========== ========== ==========
10 Backlog, including priced options, has maintained the $2.0 billion level for both fiscal years 1996 and 1997. The company's backlog is not subject to any significant seasonal fluctuations, but is likely to vary substantially as contracts near completion and in conjunction with the execution of major contractual renewals or the award of major new contracts. The company's contracts with the government are subject to redirection or termination for convenience, or may not result in future revenues due to events and actions taken by the customer outside of the company's control. Contract awards that authorize the company to provide services and products are included in firm backlog. When such authorizations have become inactive and the company reasonably anticipates no future revenue from such awards, they are removed from firm backlog. Firm backlog may be funded or unfunded. The funded backlog at March 31, 1997, 1996 and 1995 was $264 million, $226 million and $222 million, respectively. Contract options that allow the customer to contract for services and products at specified values upon the issuance of contract modifications and indefinite delivery/indefinite quantity (ID/IQ) contracts that require the placement of a delivery order against the contract using previously established prices are recorded in total backlog at the value stated in the contract. These amounts are not included in firm backlog until such future contract modifications or delivery orders are issued. Accordingly, total backlog reflected above may not result in future revenues. In recent years the company's customers have increasingly used the ID/IQ form of contract. The ID/IQ contracts can be issued to one or more companies that may then be required to compete for delivery orders. These contracts may or may not have stated contract values. The total amount of ID/IQ contracts with stated values that are included in total backlog at March 31, 1997, is $962 million which included the I-CASE contract at $611 million and a contract with the Internal Revenue Service for software and systems engineering services at $195 million. PROFIT MARGINS Profit Margins from operations for the three years ended March 31, 1997, 1996 and 1995 were as follows:
FOR THE YEAR ENDED MARCH 31 ---------------------- 1997 1996 1995 ------ ------ ------ (DOLLARS IN THOUSANDS) Return on revenue before tax......................... 9.8% 8.9% 9.5% Return on revenue after tax.......................... 5.8% 5.3% 5.7% Effective income tax rate............................ 41.3% 40.5% 40.5% Before-tax return on short-term portfolio............ 5.3% 5.4% 4.8%
The increase in revenues and net income for fiscal year 1997 from fiscal year 1996 is the result of the acquisition of Geodynamics Corporation (Geodynamics) on March 28, 1996, and the positive impact from fixed-price and time and material contracts that on average yield higher operating profit margins than cost type contracts. Additionally, the profit margin for fiscal year 1997 is higher than the profit margin for fiscal year 1996 due to a greater amount of interest income earned on a larger cash and marketable securities portfolio. The increase in revenues and net income for fiscal year 1996 from fiscal year 1995 is primarily the result of the acquisition of Syscon Corporation (Syscon) on February 16, 1995. The profit margin for fiscal year 1996 decreased from the margin reported in fiscal year 1995 due to lower profit margins on the Syscon revenues and to a decrease in interest income earned on a smaller cash and marketable securities portfolio. On March 28, 1996, the company acquired Geodynamics for a purchase price of $31.7 million. Geodynamics specializes in remote sensing, geographic information systems, modeling and simulation, software development, and systems engineering and integration for the Department of Defense and other government agencies. The acquisition was accounted for as a purchase and the excess of the purchase price over net assets acquired was $9.5 million. The company's consolidated results of operations include the operations of Geodynamics for all of fiscal year 1997. 11 On February 16, 1995, the company acquired Syscon, which operated as an indirectly wholly-owned subsidiary of Harnischfeger Industries, Inc., for a cash purchase price of $45.3 million. Syscon is engaged principally in the business of providing systems development, systems integration and systems services to the U.S. government and commercial enterprises. The acquisition was accounted for as a purchase and the excess of the purchase price over net assets acquired was $21.9 million. The company's consolidated results of operations include the operations of Syscon from the acquisition date. Days sales in receivables decreased to 63 days at March 31, 1997, compared with 67 days at March 31, 1996, and 69 days at March 31, 1995. The higher days sales for fiscal year 1996 and 1995 as compared to 1997 is due primarily to the acquisitions of Geodynamics on March 28, 1996 and Syscon on February 16, 1995. The company has adequate cash and credit lines available to fund such fluctuations. INFLATION Inflation has had little impact on the company's results of operations. The majority of revenues result from contracts in which the expected impact of inflation, including increased labor rates, is provided for in the contract pricing. The impact of inflation on replacement costs of plant and equipment has not been of great significance because the investment is low, and accelerated depreciation methods are used for both tax and cost recovery purposes. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities was $42.0 million, $32.5 million and $26.5 million in fiscal years 1997, 1996 and 1995, respectively, and is the company's primary source of liquidity. The company's working capital increased to $118.7 million at the end of fiscal year 1997, from $87.2 million at the end of fiscal year 1996 and from $70.8 million at the end of fiscal year 1995. The company's working capital position is reflected in the current ratio of 2.8 to 1, 2.5 to 1 and 2.6 to 1 as of March 31, 1997, 1996 and 1995, respectively. The company's Consolidated Balance Sheet is strong, with no debt. Management believes that the company's existing capital resources are sufficient to provide for its operating needs and continued growth. A $25 million unsecured line of credit has been arranged with a bank to provide working capital for temporary requirements. There were no borrowings under the line during the last three fiscal years. There are no significant capital commitments outstanding as of March 31, 1997. PURCHASE OF TREASURY STOCK The company purchased 208,700 shares for an aggregate cost of $5.6 million during fiscal year 1997. TWO-FOR-ONE STOCK SPLIT The board of directors declared a two-for-one stock split on August 7, 1995. New shares were issued on September 13, 1995, and the split is reflected in the financial statements contained in this Annual Report on Form 10-K. All per share data in this report for prior periods have been restated. AGREEMENT ANNOUNCED FOR MERGER OF LOGICON, INC. AND NORTHROP GRUMMAN CORPORATION On May 4, 1997, Logicon, Inc. and Northrop Grumman Corporation signed a definitive agreement for the merger of Logicon and Northrop in a stock for stock transaction. Stockholders of Logicon will receive, for each share of Logicon common stock, a fraction of a Northrop share determined by dividing $52 by the average closing price of Northrop common stock during a 30-trading day period prior to mailing the proxy statement for the merger. In no event will the exchange ratio be more than 0.6919 to 1 or less than 0.5661 to 1. The transaction is subject to normal government reviews and the approval of Logicon stockholders. 12 FORWARD-LOOKING STATEMENTS To the extent the information contained in this discussion and analysis of consolidated financial condition and results of operations and the information included elsewhere in this Annual Report on Form 10-K for the fiscal year ended March 31, 1997, are viewed as forward-looking statements, the reader is cautioned that various risks and uncertainties exist that could cause the actual future results to differ materially from that inferred by the forward- looking statements. Since the company's primary customer is the U.S. government, future results could be impacted by: the right of the government to redirect, modify, terminate or otherwise cause work to be stopped on contracts issued by it; government customers' budgetary constraints; and the contracting practices of the company's current and prospective customers. Some additional factors, among others, that also need to be considered are: the likelihood that actual future revenues that are realized may differ from those inferred from existing total backlog; the ability of the company to attract and retain highly trained professional employees; the availability of capital and/or financing; and changes in the utilization of the company's leased facilities that could result in higher costs. The reader is further cautioned that risks and uncertainties exist that have not been mentioned herein due to the unforeseeable nature, but which, nevertheless, may impact the company's future operations. 13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LOGICON, INC.--INDEX TO FINANCIAL STATEMENTS
PAGE ---- 1. Consolidated Financial Statements.................................. 15 Consolidated Statement of Income................................... 15 Consolidated Balance Sheet......................................... 16 Consolidated Statement of Stockholders' Equity..................... 17 Consolidated Statement of Cash Flows............................... 18 Notes to Consolidated Financial Statements......................... 19 Report of Independent Accountants.................................. 28 Selected Unaudited Consolidated Quarterly Financial Data........... 29 2. Financial Statement Schedules
No financial statement schedules are required to be filed as part of this report. The Consent of Independent Accountants to Incorporation by Reference Reports in Continuous Offerings on Form S-8 is located on page 44 of this report. 14 LOGICON, INC. CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED MARCH 31 ----------------------------------- 1997 1996 1995 ----------- ----------- ----------- (SHARES AND DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) Revenues: Contract revenues........................ $562,900 $473,722 $341,847 Interest................................. 3,490 2,381 3,344 -------- -------- -------- 566,390 476,103 345,191 -------- -------- -------- Costs and Expenses: Cost of contract revenues................ 464,383 394,224 282,074 Selling and administrative expenses...... 46,333 39,343 30,302 -------- -------- -------- 510,716 433,567 312,376 -------- -------- -------- Income before taxes on income.............. 55,674 42,536 32,815 Provision for taxes on income (Note 9)..... 22,996 17,228 13,306 ------- -------- -------- Net income................................. $ 32,678 $ 25,308 $ 19,509 ======== ======== ======== Earnings per share of common stock (Note 2)........................................ $ 2.29 $ 1.78 $ 1.37 ======== ======== ======== Average number of common shares including common stock equivalents (Note 2)......... 14,272 14,209 14,204
See notes to consolidated financial statements. 15 LOGICON, INC. CONSOLIDATED BALANCE SHEET
MARCH 31 ------------------ 1997 1996 -------- -------- (DOLLARS IN THOUSANDS) ASSETS ------ CURRENT ASSETS: Cash and cash equivalents.................................. $ 78,455 $ 37,802 Marketable securities (Note 4)............................. 8,244 Accounts receivable (Note 5)............................... 97,126 87,725 Prepaid expenses........................................... 1,916 2,447 Deferred income tax benefits (Note 9)...................... 8,526 8,551 -------- -------- Total current assets..................................... 186,023 144,769 Property, plant and equipment, net (Note 5)................ 9,528 11,521 Other assets............................................... 971 1,085 Excess of purchase price over net assets of businesses acquired, net of accumulated amortization of $6,121 and $4,164.................................................... 34,106 36,063 -------- -------- $230,628 $193,438 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable and other accrued liabilities............. $ 25,244 $ 17,995 Accrued salaries, wages and employee benefits (Note 5)..... 42,073 38,522 Estimated taxes on income (Note 9)......................... 1,023 -------- -------- Total current liabilities................................ 67,317 57,540 -------- -------- Commitments and contingent liabilities (Note 10) STOCKHOLDERS' EQUITY, PER ACCOMPANYING STATEMENT: Preferred stock, $.10 par value--Authorized 2,000,000 shares, none outstanding Common stock, $.10 par value--Authorized 40,000,000 shares, outstanding 13,990,000 and 13,975,000 shares (Note 2)..... 1,399 1,397 Other paid-in capital...................................... 23,184 18,853 Retained earnings.......................................... 142,685 118,569 Unrealized loss on available for sale securities (Note 4).. (13) Unearned compensation and notes receivable under Restricted Stock Purchase Plan (Note 8).............................. (3,957) (2,908) -------- -------- Total stockholders' equity............................... 163,311 135,898 -------- -------- $230,628 $193,438 ======== ========
See notes to consolidated financial statements. 16 LOGICON, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
COMMON STOCK -------------- OTHER PAID- RETAINED SHARES AMOUNT IN CAPITAL EARNINGS ------ ------ ----------- -------- (SHARES AND DOLLARS IN THOUSANDS) Balance at March 31, 1994................. 6,922 $ 692 $11,976 $ 87,742 Retirement of treasury shares........... (331) (33) (449) (9,176) Transactions of stock plans............. 162 16 2,889 Cash dividends.......................... (2,186) Net income for year..................... 19,509 ------ ------ ------- -------- Balance at March 31, 1995................. 6,753 675 14,416 95,889 Transactions of stock plans............. 364 36 5,123 Two-for-one stock split (Note 2)........ 6,858 686 (686) Cash dividends.......................... (2,628) Net income for year..................... 25,308 ------ ------ ------- -------- Balance at March 31, 1996................. 13,975 1,397 18,853 118,569 Retirement of treasury shares........... (209) (21) (255) (5,348) Transactions of stock plans............. 224 23 4,586 Cash dividends.......................... (3,214) Net income for year..................... 32,678 ------ ------ ------- -------- Balance at March 31, 1997................. 13,990 $1,399 $23,184 $142,685 ====== ====== ======= ========
Stockholders' equity in the accompanying Consolidated Balance Sheet has been reduced by unearned compensation and notes receivable under the Restricted Stock Purchase Plan (Note 8) and by unrealized loss on available for sale securities (Note 4). See notes to consolidated financial statements. 17 LOGICON, INC. CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31 ------------------------------ 1997 1996 1995 --------- --------- --------- (DOLLARS IN THOUSANDS) Cash flows from operating activities: Net income................................... $ 32,678 $ 25,308 $ 19,509 Income charges (credits) not affecting cash-- Depreciation and amortization.............. 7,901 7,113 4,388 Provision for (benefit from) deferred taxes (Note 9).................................. 25 1,472 (2,529) Amortization of deferred compensation...... 403 520 587 Changes in assets and liabilities, net of acquisitions-- Decrease (increase) in accounts receivable. (9,401) (10,953) 1,304 Decrease in prepaid expenses and other assets.................................... 645 446 731 Increase in accounts payable and other accrued liabilities....................... 7,249 4,733 2,123 Increase in accrued salaries, wages and employee benefits......................... 3,551 4,423 2,892 Decrease in income taxes payable........... (1,023) (538) (2,462) -------- --------- --------- Net cash provided by operating activities.... 42,028 32,524 26,543 -------- --------- --------- Cash flows from investing activities: Purchase of property, plant and equipment, net of sales................................ (3,951) (5,563) (2,397) Maturity of available for sale securities.... 8,257 1,112 61,519 Purchase of available for sale securities.... (43,402) Payment for acquisitions, net of cash acquired (Note 3)........................... (23,339) (43,854) -------- --------- --------- Net cash provided by (used in) investing activities.................................. 4,306 (27,790) (28,134) -------- --------- --------- Cash flows from financing activities: Cash dividends............................... (3,214) (2,628) (2,186) Transactions of stock plans.................. 3,157 4,132 1,610 Purchase and retirement of treasury shares... (5,624) (9,658) -------- --------- --------- Net cash provided by (used in) financing activities.................................. (5,681) 1,504 (10,234) -------- --------- --------- Net increase (decrease) in cash and cash equivalents................................... 40,653 6,238 (11,825) Cash and cash equivalents at beginning of year. 37,802 31,564 43,389 -------- --------- --------- Cash and cash equivalents at end of year....... $ 78,455 $ 37,802 $ 31,564 ======== ========= ========= Cash paid for income taxes..................... $ 23,611 $ 14,523 $ 18,215 ======== ========= =========
See notes to consolidated financial statements. 18 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF ACCOUNTING POLICIES BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of the company and its subsidiaries. Significant intercompany accounts and transactions are eliminated. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. CONTRACT REVENUES The company's business is to provide advanced technology systems and services to support national security, civil and industrial needs. Revenues result from a variety of cost-reimbursement and fixed-price contracts, principally with the U.S. government. Contract revenues are recorded using the percentage of completion method, primarily based on contract costs incurred to date compared with total estimated costs at completion. Amounts in excess of contract price for customer changes and increases in contract requirements, errors in specification and design, customer-caused delays and disruptions or other causes of unanticipated additional costs are recognized as revenue if it is probable that the requests for equitable adjustment to the contract will result in additional revenue and the amount can be reasonably estimated. To the extent estimated costs at completion exceed estimated contract price, charges are made to current earnings in the period in which this is first determined, with a related reduction of unbilled amounts to estimated realizable value. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are recorded at cost. Depreciation is provided using the declining-balance and straight-line methods over estimated useful lives of three to 10 years for office furniture and equipment, three to eight years for computer and related equipment and 15 to 30 years for buildings. Leasehold improvements are amortized over the shorter of their service lives or the remaining terms of the leases. EXCESS OF PURCHASE PRICE OVER NET ASSETS OF BUSINESSES ACQUIRED The excess of purchase price over net assets of businesses acquired is amortized on a straight-line basis, generally over periods not exceeding 20 years. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets are reviewed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The company reviews the recoverability of long-lived assets and intangible assets by comparing estimated future cash flows on an undiscounted basis to the net book value of the assets. In the event the projected undiscounted cash flows are less than the net book value of the assets, the carrying value of the assets are written down to their fair value, less cost to sell. Assets that are to be disposed of are measured at the lower of cost or fair value, less cost to sell. RESEARCH AND DEVELOPMENT The company charges all research and development expenditures to costs and expenses as incurred. Research and development expenditures for fiscal years 1997, 1996 and 1995 were, respectively, $4,356,000, $3,952,000, and $2,692,000. 19 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) INCOME TAXES The company accounts for income taxes under the provision of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax basis and financial reporting basis of assets and liabilities. STATEMENT OF CASH FLOWS For purposes of the Consolidated Statement of Cash Flows, the company considers cash equivalents to be short-term, highly liquid investments that mature within 90 days from the date of acquisition. ACCOUNTING FOR STOCK-BASED COMPENSATION The company accounts for its stock compensation plans under Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations. The disclosures required under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based Compensation" (SFAS 123) have been included in Note 8. EARNINGS PER SHARE In February 1997, the Financial Accounting Standards Board issued Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128), which specifies the computation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potential common stock. SFAS 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997. Earlier application is not permitted. The company does not expect that the adoption of SFAS 128 will have a material impact on earnings per share. NOTE 2. COMMON STOCK On September 13, 1995, approximately 6,858,000 common shares were distributed to stockholders to effect a 100 percent stock distribution required by a two-for-one stock split declared by the board of directors and $686,000 was transferred from other paid-in capital to common stock. Earnings per share, equity per share and dividends per share, common stock prices and all amounts in the notes to the Consolidated Financial Statements have been restated to reflect the stock split. NOTE 3. ACQUISITIONS On March 28, 1996, the company acquired Geodynamics Corporation (Geodynamics) for a cash purchase price of $31.7 million. Geodynamics specializes in remote sensing, geographic information systems, modeling and simulation, software development, and systems engineering and integration for the Department of Defense and other government agencies. The acquisition was accounted for as a purchase and the excess of the purchase price over net assets acquired was approximately $9.5 million. The company's consolidated results of operations include the operations of Geodynamics for all of in fiscal year 1997. 20 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) On February 16, 1995, the company acquired Syscon Corporation (Syscon), which operated as an indirectly wholly-owned subsidiary of Harnischfeger Industries, Inc., for a cash purchase price of $45.3 million. Syscon is engaged principally in the business of providing systems development, systems integration and systems services to the U.S. government and commercial enterprises. The acquisition was accounted for as a purchase and the excess of the purchase price over net assets acquired was $21.9 million. The company's consolidated results of operations include the operations of Syscon from the acquisition date. The following table summarizes the unaudited consolidated pro forma results of operations, assuming the acquisitions of Geodynamics and Syscon had occurred at the beginning of fiscal year 1995. However, these pro forma results are not necessarily indicative of the actual results of operations that would have occurred.
FOR THE YEAR ENDED MARCH 31 ----------------- 1996 1995 -------- -------- (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues..................................................... $529,163 $510,307 Income before taxes on income................................ $ 42,968 $ 32,637 Net income................................................... $ 25,376 $ 18,841 ======== ======== Earnings per share of common stock........................... $ 1.78 $ 1.33 ======== ========
NOTE 4. MARKETABLE SECURITIES Marketable securities are as follows:
AMORTIZED GROSS COST BASIS FAIR VALUE UNREALIZED (PLUS INTEREST) (PLUS INTEREST) LOSS --------------- -------------- ---------- (DOLLARS IN THOUSANDS) March 31, 1996 Available for sale securities (mature within one year)-- U.S. government and government agencies........................ $8,269 $8,244 $25
The specific identification method has been used to determine cost for each security. There have been no realized gains or losses from the sale of available for sale securities during fiscal 1997 or 1996. The net unrealized holding loss on available for sale securities which was included in stockholders' equity at March 31, 1996, was $13,000. 21 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) NOTE 5. DETAILS OF CERTAIN CONSOLIDATED BALANCE SHEET CAPTIONS
MARCH 31 --------------- 1997 1996 ------- ------- (DOLLARS IN THOUSANDS) Accounts receivable: U.S. government, including unbillable of $29,619 and $18,271.... $91,665 $83,756 Other........................................................... 4,744 3,969 Recoverable income taxes........................................ 717 ------- ------- $97,126 $87,725 ======= ======= Property, plant and equipment: Office furniture and equipment.................................. $ 8,417 $ 8,156 Computer and related equipment.................................. 27,481 27,482 Land, buildings and leasehold improvements...................... 5,285 4,918 ------- ------- 41,183 40,556 Less accumulated depreciation and amortization.................. 31,655 29,035 ------- ------- $ 9,528 $11,521 ======= ======= Accrued salaries, wages and employee benefits: Salaries and related expenses................................... $14,391 $13,024 Personal leave.................................................. 20,432 18,665 Benefit plans................................................... 7,250 6,833 ------- ------- $42,073 $38,522 ======= =======
Unbillable receivables under fixed-price contracts are normally billable upon acceptance of deliverables by the customer. Unbillable receivables under cost-type contracts are normally billable upon contract completion and acceptance of costs incurred. Unbilled amounts are classified as current assets, since substantially all of these amounts will be realized within one year. Costs related to certain contracts, including applicable indirect costs, are subject to audit and adjustment from negotiations between the company and representatives of the U.S. government. Revenues for such contracts have been recorded in amounts that are expected to be realized on final settlement. NOTE 6. SHORT-TERM BORROWINGS The company has a $25 million unsecured line of credit with a bank that is renewable annually, subject to review of the company's financial condition. Borrowings under the line bear interest at the bank's prime rate minus 25 basis points. The company is expected to maintain an average collected demand deposit balance equal to three percent of the line. The compensating balances are not restricted and generally are composed of normal float and minimum operating balances. There were no borrowings under the unsecured line during the last three fiscal years. NOTE 7. EMPLOYEE BENEFIT PLANS The company and its subsidiaries have various tax qualified employee benefit plans which provide retirement benefits to substantially all employees. Annual contributions to the various plans are discretionary and are determined by the board of directors. Charges to costs and expenses with respect to the various plans for fiscal years 1997, 1996 and 1995 were, respectively, $10,850,000, $9,071,000, and $7,333,000. 22 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Employees, except those of certain subsidiaries, are eligible to participate in the company's Stock Purchase Plan by contributing up to six percent of their salary. The company contributes an amount equal to one-half of each employee's contribution, less forfeitures. Company contributions vest, and the purchased stock is distributed after the end of the second calendar year following the year of purchase. As of March 31, 1997, the Plan is authorized to purchase an aggregate of 277,106 additional shares of the company's common stock either on the open market or from the company. All shares purchased under the Plan have been open market purchases, and it is management's current intent to continue this practice. The Plan held 372,990 shares of the company's common stock at March 31, 1997. Charges to costs and expenses with respect to the Plan for fiscal years 1997, 1996 and 1995 were, respectively, $1,870,000, $1,507,000 and $932,000. The company has incentive compensation plans for key employees that provide for current bonuses and deferred compensation based on the company's current and future earnings. Charges to costs and expenses with respect to the plans for the fiscal years 1997, 1996 and 1995 were, respectively, $3,690,000, $3,467,000, and $2,619,000. NOTE 8. STOCKHOLDERS' EQUITY The 1992 Employee Incentive Stock Option Plan provides for issuance of options to key employees to purchase shares of the company's common stock at prices not less than market value at date of grant. These options become exercisable as determined in each case by the Executive Compensation Committee of the board of directors, but in no event shall any exercise period exceed 10 years from the date of the grant of the option. The Plan authorizes issuance of 2,000,000 shares. Grants for 94,250 shares at a price of $28.63 per share were made during fiscal year 1997. The 1991 Stock Option Plan for Non-Employee Directors provides the company the ability to grant non-employee directors options to purchase common stock of the company. Options are granted according to a formula contained in the Plan at prices not less than the fair market value at date of grant, are exercisable on or after the second anniversary of the date of grant and expire five years from the date of grant. A total of 155,500 shares of common stock are reserved for future issuance under the Non-Employee Directors' Plan. Grants for 4,500 shares at a price of $36.25 per share were made during fiscal year 1997. On March 28, 1996, the company acquired all of the outstanding stock of Geodynamics Corporation (Geodynamics) for a purchase price of $31.7 million. In connection with this transaction, the company agreed to honor the terms of all outstanding and unexercised Geodynamics stock options as of that date using a conversion factor based on the price paid per share of Geodynamics stock divided by the average trading price per share of Logicon stock over a 20-day period ending March 25, 1996. This resulted in the company issuing options for 89,683 shares at prices ranging from $8.63 to $34.52 per share. The estimated fair value of these options has been included in the price of Geodynamics with the resulting credit to other paid-in capital. 23 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) A summary of stock option transactions follows:
OPTIONS OUTSTANDING --------------------------- WEIGHTED-AVERAGE SHARES EXERCISE PRICE --------- ---------------- March 31, 1994..................................... 1,019,994 $ 6.23 Granted.......................................... 182,000 14.58 Exercised........................................ (222,960) 5.02 Canceled and expired............................. (7,400) 9.68 --------- ------ March 31, 1995..................................... 971,634 8.05 Granted (including 89,683 shares to Geodynamics employees)...................................... 222,783 22.60 Exercised........................................ (466,612) 5.06 Canceled and expired............................. (15,320) 8.24 --------- ------ March 31, 1996..................................... 712,485 14.55 Granted.......................................... 98,750 28.97 Exercised........................................ (165,753) 9.55 Canceled and expired............................. (33,556) 15.73 --------- ------ March 31, 1997..................................... 611,926 $18.22 ========= ======
The number of exercisable options outstanding at March 31, 1997, 1996 and 1995 under the Plans, were 239,145; 239,190 and 482,134 shares, respectively, at weighted-average prices of $14.14, $10.63 and $4.76 per share, respectively. At March 31, 1997, 1,500,650 shares of authorized but unissued common stock were available for future grants under the 1991 and 1992 Stock Option Plans. The following table summarizes information about stock options outstanding and exercisable at March 31, 1997:
OPTIONS OPTIONS OUTSTANDING EXERCISABLE AT MARCH 31, 1997 AT MARCH 31, 1997 -------------------------------- ----------------- WEIGHTED- WEIGHTED- WEIGHTED- AVERAGE AVERAGE RANGE OF AVERAGE REMAINING EXERCISE EXERCISE PRICES SHARES EXERCISE PRICE LIFE SHARES PRICE - --------------- ------- -------------- --------- ------- --------- $ 7.25--$10.63............... 81,312 $ 8.43 1.06 77,206 $ 8.40 $10.94--$16.00............... 246,636 13.30 1.83 100,506 11.70 $17.26--$25.89............... 161,976 22.15 4.31 42,681 22.17 $28.13--$36.25............... 122,002 29.49 4.27 18,752 32.53 ------- ------- 611,926 239,145 ======= =======
No significant charges are made to earnings in connection with either the 1991 or 1992 Stock Option Plans. 24 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Had compensation costs for the company's option plans been determined based on an estimate of the fair value at the grant date consistent with the requirements of Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation," the company's net income and earnings per share would have been reduced to the pro forma amounts in the following table. Because the SFAS 123 method of accounting has not been used for options issued prior to fiscal year 1996, the resulting pro forma compensation costs may not be representative of compensation costs expected in future years.
FOR THE YEAR ENDED MARCH 31 ----------------------- 1997 1996 ----------- ----------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Net income As reported........................................ $ 32,678 $ 25,308 Pro forma.......................................... $ 32,238 $ 25,174 Earnings per share As reported........................................ $ 2.29 $ 1.78 Pro forma.......................................... $ 2.26 $ 1.77
The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
1997 1996 ---- ---- Risk-free interest rate........................................ 6.3% 5.82% Expected life (in years)....................................... 3.5 3.6 Expected volatility............................................ 30.7% 31.1% Expected dividend yield........................................ .84% .86%
The weighted-average per share amount of the estimated fair values of options granted during fiscal years 1997 and 1996 were $8.55 and $6.88, respectively. Under a Restricted Stock Purchase Plan, the Executive Compensation Committee of the board of directors selects eligible employees and determines the number of shares available for purchase by each participant. Eligible employees are entitled to purchase "restricted" shares of the company's common stock at a discount from market value. Following the date of purchase, restrictions on the transfer of the stock may be removed from a discretionary amount of the shares by the Executive Compensation Committee. Legends prohibiting transfers remain on the certificates and are not removed until any loans which have been made in connection with the purchase have been satisfied. During fiscal years 1997, 1996 and 1995, awards for 66,079, 16,130 and 111,800 shares, respectively, were granted at weighted-average grant date fair values of $10.00, $9.30 and $3.50 per share, respectively. Charges to costs and expenses with respect to the Plan for fiscal years 1997, 1996 and 1995 were, respectively, $403,000, $520,000 and $587,000. At March 31, 1997, and 1996, unearned compensation of $569,000 and $311,000 and notes receivable of $3,388,000 and $2,597,000, respectively, related to the issuance of the stock, are deducted from stockholders' equity in the accompanying Consolidated Balance Sheet. At March 31, 1997, 1,129,111 shares of authorized but unissued common stock were available for future grants under the Restricted Stock Purchase Plan. In April 1990, the company established a Stockholder Rights Plan and declared a dividend of one right for each share of common stock. When the board of directors determines that an acquiring person, as defined, has acquired or intends to acquire 20 percent or more or, in certain circumstances, 15 percent or more of the company's common stock, each right may be exercised to purchase stock in the company equal to the result obtained by multiplying the then current per share purchase price, as defined by the Plan, by the number of shares 25 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) currently held and dividing that product by 50 percent of the current per share market price or to acquire stock in an acquiring company by the same formula but where the current per share market price is of the acquiring company. An acquiring person is not entitled to any of the benefits of the Plan. The rights, which do not have voting privileges and automatically trade with the common stock after May 15, 1990, may be redeemed by an action of the board of directors at a price of $.01 per right within 10 days after the announcement that a person has acquired 20 percent or more of the outstanding common stock of the company. The Plan will expire on May 15, 2000, unless otherwise amended. NOTE 9. TAXES ON INCOME The provision for taxes on income includes the following:
FOR THE YEAR ENDED MARCH 31 ------------------------ 1997 1996 1995 ------- ------- ------- (DOLLARS IN THOUSANDS) Current payable: Federal............................................. $19,032 $13,002 $12,831 State............................................... 3,939 2,754 3,004 ------- ------- ------- 22,971 15,756 15,835 ------- ------- ------- Tax effect of temporary differences: Federal............................................. (86) 1,248 (2,167) State............................................... 111 224 (362) ------- ------- ------- 25 1,472 (2,529) ------- ------- ------- $22,996 $17,228 $13,306 ======= ======= =======
The reasons for the variance from the statutory federal income tax rates are as follows:
FOR THE YEAR ENDED MARCH 31 ---------------- 1997 1996 1995 ---- ---- ---- Statutory federal income tax rate............................. 35.0% 35.0% 35.0% State taxes, net of federal income tax benefit................ 4.7 4.6 5.2 Other......................................................... 1.6 0.9 0.3 ---- ---- ---- Effective tax rate............................................ 41.3% 40.5% 40.5% ==== ==== ====
Deferred income tax benefits consist of the following:
MARCH 31 ---------------- 1997 1996 ------- ------- Deferred employee benefits.................................... $ 8,180 $ 7,097 Non-deductible accrued costs.................................. 4,441 4,263 Contractually unbillable receivables.......................... (5,214) (3,610) State taxes................................................... 590 452 Depreciation.................................................. 1,220 1,415 Other......................................................... (691) (1,066) ------- ------- $ 8,526 $ 8,551 ======= =======
Management believes that all fiscal year 1997 deferred amounts will be realized. 26 LOGICON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) NOTE 10. COMMITMENTS AND CONTINGENT LIABILITIES The company leases certain facilities and computer-related equipment under operating leases providing for payment of fixed rentals and, in certain cases, property tax and price index increases over base-period amounts. The majority of the leases are for one to 15 years, with options to extend the terms for up to five years beyond the original lease period. Facility and equipment rental expenses for fiscal years 1997, 1996 and 1995 were, respectively, $19,604,000, $17,010,000, and $15,438,000. The amounts due in future fiscal years for the fixed terms of the leases total $100,763,000. Commitments for the five fiscal years 1998 through 2002 are, respectively, $17,567,000, $13,543,000, $11,928,000, $10,723,000, and $10,298,000. The company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse effect on the company's consolidated financial statements. NOTE 11. SUBSEQUENT EVENT--AGREEMENT ANNOUNCED FOR MERGER OF LOGICON, INC. AND NORTHROP GRUMMAN On May 4, 1997, Logicon, Inc. and Northrop Grumman Corporation (Northrop) signed a definitive agreement for the merger of Logicon and Northrop in a stock for stock transaction. Stockholders of Logicon will receive, for each share of Logicon common stock, a fraction of a Northrop Grumman share determined by dividing $52 by the average closing price of Northrop common stock during a 30-trading day period prior to mailing the proxy statement for the merger. In no event will the exchange ratio be more than 0.6919 to 1 or less than 0.5661 to 1. The transaction is subject to normal government reviews and the approval of Logicon stockholders. 27 REPORT OF INDEPENDENT ACCOUNTANTS To The Board of Directors and Stockholders of Logicon, Inc. In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, of cash flows and of stockholders' equity present fairly, in all material respects, the financial position of Logicon, Inc. and its subsidiaries at March 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Price Waterhouse LLP Costa Mesa, California May 22, 1997 28 LOGICON, INC. SELECTED UNAUDITED CONSOLIDATED QUARTERLY FINANCIAL DATA
FOR THE QUARTER ENDED ----------------------------------- JUNE 30 SEPT. 30 DEC. 31 MARCH 31 -------- -------- -------- -------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) Fiscal Year 1997 Revenues................................. $149,945 $129,676 $131,037 $155,732 Gross profit............................. 23,061 23,704 23,439 28,313 Income before taxes on income............ 13,168 13,363 13,340 15,803 Net income............................... 7,727 7,841 7,835 9,275 Earnings per common share................ 0.54 0.55 0.55 0.65 Fiscal Year 1996 Revenues................................. $112,207 $114,622 $121,264 $128,010 Gross profit............................. 16,989 18,063 21,073 23,373 Income before taxes on income............ 9,047 9,668 11,588 12,233 Net income............................... 5,368 5,758 6,878 7,304 Earnings per common share................ 0.38 0.41 0.48 0.51
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None 29 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS WHOSE TERMS EXPIRE IN AUGUST 1997, CLASS I JAMES L. HESBURGH (age 63, Director since 1995). On October 5, 1995, Mr. Hesburgh was elected to Class I of the Board of Directors. Mr. Hesburgh has been the President and Chief Executive Officer of James L. Hesburgh International, Inc. since 1977 and presently serves on the Board of Directors of Fremont Funding Corporation, FirstFed Financial Corp. and Toastmaster, Inc. ROBERT G. WALDEN (age 72, Director since 1989). On October 12, 1989, Mr. Walden was elected to Class I of the Board of Directors. From 1977 to September 1989, Mr. Walden was Senior Vice President and Chief Financial Officer of the company. DIRECTORS WHOSE TERMS EXPIRE IN 1998, CLASS II CHARLES F. SMITH (age 64, Director since 1993). On June 1, 1993 Mr. Smith was elected to Class II of the Board of Directors. Since 1983, Mr. Smith has been the President and Chief Executive Officer of Charles F. Smith & Co., Inc. He also serves on the Board of Directors of FirstFed Financial Corp., Fremont Funding Corporation and Sizzler International. ROLAND R. SPEERS (age 63, Director since 1977). Mr. Speers, formerly a partner at the law firm of Speers, Dana, Teal, Balfour & MacDonald, now has retired. He also serves on the Board of Directors of Twelve Eleven Press. DIRECTORS WHOSE TERMS EXPIRE IN 1999, CLASS III DR. CHARLES T. HORNGREN (age 70, Director since 1993). On June 1, 1993, Dr. Horngren was elected to Class III of the Board of Directors. Dr. Horngren has been the Edmund W. Littlefield Professor of Accounting Emeritus at Stanford University since 1966 and presently serves on the Board of Directors of ABM Industries, Inc. W. EDGAR JESSUP, JR. (age 74, Director since 1969). For more than five years, Mr. Jessup has been a partner in the law firm of Ervin, Cohen & Jessup, the firm which has been counsel to the company since its formation in 1961. JOHN R. WOODHULL (age 63, Director since 1965). Mr. Woodhull has served as President and Chief Executive Officer of the company for more than the past five years. He also serves on the Board of Directors of Sunrise Medical, Inc. and FirstFed Financial Corp. 30 ALL EXECUTIVE OFFICERS OF THE COMPANY The following table sets forth, as of May 22, 1997, all of the Executive Officers of the company, the offices and positions held by each of them, their ages, and the year in which each assumed the office listed.
YEAR OFFICE AGE ASSUMED OFFICES AND POSITIONS --- ----------- --------------------- John R. Woodhull........ 63 1969 Chairman, President and CEO(a)(b)(c) Frank T. Cummings....... 57 1971 Vice President James E. Dalton......... 66 1985 Vice President Nils Ericson............ 58 1997 Vice President R. Dean Hartwick........ 61 1987 Vice President Dr. James F. Harvey..... 58 1990 Vice President E. Benjamin Mitchell, Jr. ................... 43 1989 Vice President--General Counsel/Secretary(b) Ralph L. Webster........ 56 1978 Vice President--Chief Financial Officer(b)
- -------- (a) Member of the Board of Directors of the company. (b) Logicon Employee Stock Purchase Plan Committee Member. (c) Executive Committee Member. Each of the Executive Officers of Logicon has been with the company in a senior management or executive capacity for five years or more except Nils Ericson. Mr. Ericson became a Vice President of Logicon in March 1997. Since 1987, Mr. Ericson served as President of Syscon Corporation, which was acquired by Logicon in February 1995. Mr. Webster became CFO in October 1989. COMPLIANCE WITH THE SECURITIES EXCHANGE ACT The company's Executive Officers and Directors are required under the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the Securities Exchange Commission and the New York Stock Exchange. Copies of those reports must also be furnished to the company. Based solely on a review of the copies of reports furnished to the company and written representations that no other reports were required, the company believes that during fiscal year 1997 all filing requirements applicable to Executive Officers and Directors have been complied with. ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION COMMITTEE REPORT This report is furnished by the Executive Compensation Committee of the Board of Directors of Logicon, Inc. (the "Executive Compensation Committee") which is composed of the individuals listed below who are outside directors with responsibility for setting the policies and overseeing the administration of all compensation matters for the Executive Officers of the company. The Executive Officer compensation program has been designed to provide Executive Officers with total direct compensation, which is competitive with companies of similar size having comparable performance and serving similar markets. The objectives of the program are to: . enhance stockholder value; . motivate the Executive Officers to achieve long-term business goals and reward them accordingly; . provide compensation opportunities which are competitive to those offered by employers of comparable size, thus allowing the company to compete for and retain talented executives who are critical to the long-term success of the company; and . align the interests of Executive Officers with the long-term interests of stockholders through award opportunities that can result in ownership of common stock. 31 The Executive Compensation Committee has employed independent compensation specialists to help design the total direct compensation program and to verify that compensation levels are competitive with companies of similar size and with similar performance. In addition, the Executive Compensation Committee tests its actions against compensation survey information which the company purchases. The Executive Compensation Committee is aware that the Internal Revenue Code restricts corporate tax deductions for certain compensation paid to executive officers of publicly held companies. THE EXECUTIVE COMPENSATION PROGRAM Compensation paid the Executive Officers in fiscal year 1997, as reflected in the Summary Compensation Table, consisted of the following elements: base salary, annual bonus, restricted stock purchased, performance units and amounts under certain employee benefit plans. ANNUAL COMPENSATION PROGRAM The annual compensation for Executive Officers consists of a base salary and an annual bonus. The total value of the salary and bonus is designed to be competitive with other companies of a similar size and performance. Such compensation, which is established with the assistance of independent compensation specialists, is deemed to be competitive if it is within 10 percent of the median for similar sized companies. The annual bonus is determined by the performance of the executive and his operating unit and although the actual amount of the bonus is subjective, the Executive Compensation Committee considers several factors consisting of profits, bookings, use of capital, achievement of goals and a discretionary element. LONG-TERM COMPENSATION PROGRAM Restricted Stock Purchase Plan Sales of restricted stock to Executive Officers under the 1979 Restricted Stock Purchase Plan are designed to align the long-term interests of the company's Executive Officers and its stockholders. Under the Restricted Stock Purchase Plan the Executive Compensation Committee selects the employees who are eligible to purchase stock under the terms of the plan and determines the number of shares available for purchase. The employees selected are entitled to purchase "restricted" shares of the company's common stock at a discount from market value. Generally, the restriction (which prevents the stock from being sold) is removed from a percentage of the shares periodically after the date of purchase. However, legends prohibiting transfers remain on the certificates and are not removed until loans, which may have been made by the company to the participant in connection with the purchase of the shares have been satisfied. The Executive Compensation Committee has full discretion in determining the percentage restriction and loan requirements with respect to the Restricted Stock Purchase Plan. Sales of restricted stock to Executive Officers are determined as part of the total direct compensation package with the assistance of independent compensation specialists. In determining the number of shares of restricted stock to be sold to Executive Officers, the Executive Compensation Committee takes into account the Executive Officer's level of responsibility and practices of other companies. The Executive Compensation Committee does not take into consideration restricted stock previously purchased by the Executive Officer. Performance Units Plan The Performance Units Plan represents a second element of an Executive Officer's long-term compensation. The performance units incentivize management to achieve long-term earnings performance. Under the Plan, Executive Officers and key management employees may receive awards, made by the Executive Compensation Committee, which represent the right to receive a cash payment at the end of an "incentive period" of three consecutive fiscal years commencing with the first day of the fiscal year in which the units are awarded. The amount of payment depends on the company's cumulative earnings per share over the three year period and the number of units awarded. 32 In awarding the performance units, which are considered as part of the Executive Officer's total compensation package, the Executive Compensation Committee takes into account the Executive Officer's level of responsibility and competitive practices of other companies. MR. WOODHULL'S FISCAL YEAR 1997 COMPENSATION The total compensation package provided to Mr. Woodhull in fiscal year 1997 consisted of a base salary, annual bonus, restricted stock purchased, performance units and amounts under certain employee benefit plans. The total direct compensation package is designed to be competitive with other companies of a similar size and is established with the assistance of independent compensation specialists. Mr. Woodhull's total annual compensation (salary plus annual bonus) is designed to be competitive with companies of a similar size. Although the actual amount of Mr. Woodhull's annual bonus is subjective, the Executive Compensation Committee considers the overall financial performance of the company and his individual performance as an executive officer. The long-term portion of Mr. Woodhull's compensation package consists of performance units and restricted stock. The value of the long-term awards is designed to be consistent with competitive practices of similar sized companies. Compensation specialists have been retained by the Executive Compensation Committee to provide recommendations regarding competitive practices of similar sized companies. These recommendations have been taken into consideration by the Executive Compensation Committee in determining Mr. Woodhull's long-term compensation consistent with competitive practices. The Executive Compensation Committee believes that the sale of restricted stock to Mr. Woodhull encourages long-term performance while aligning stockholder and management interests regarding the value of the common stock. The Executive Compensation Committee does not take into consideration restricted stock previously purchased by Mr. Woodhull. SUBMITTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS: James L. Hesburgh Charles F. Smith Roland R. Speers
33 SUMMARY COMPENSATION TABLE The following table summarizes the total compensation of the Chief Executive Officer and the four other most highly compensated Executive Officers of the company ("the Named Executive Officers") for fiscal year 1997, as well as the total compensation paid to each such individual for the company's two previous fiscal years.
LONG-TERM COMPENSATION --------------------------------- ANNUAL COMPENSATION AWARDS PAYOUTS ------------------------------ --------------------- ----------- RESTRICTED LONG-TERM OTHER ANNUAL STOCK STOCK INCENTIVE ALL OTHER NAME AND FISCAL SALARY BONUS COMPENSATION PURCHASED OPTIONS PLAN COMPENSATION PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (2) (SHARES) PAYOUTS ($) ($) ------------------ ------ -------- -------- ------------ ---------- -------- ----------- ------------ John R. Woodhull........ 1997 $357,225 $400,000 -- $163,650(3) None $239,236 $81,713(8) President & Chief 1996 325,548 335,000 -- None 14,400 348,000 73,163 Executive Officer 1995 310,740 300,000 -- 121,800 None 165,103 70,670 Frank T. Cummings....... 1997 226,962 133,500 -- 81,350(4) None 80,268 40,721(9) Vice President 1996 217,448 105,000 -- 53,382 None 116,800 37,532 1995 208,827 91,500 -- 51,100 None 73,280 36,816 James E. Dalton......... 1997 226,962 129,000 -- 81,350(5) None 80,530 43,269(10) Vice President 1996 217,448 100,000 -- 53,382 None 117,400 39,013 1995 209,088 92,500 -- 51,100 None 73,878 33,324 Dr. James F. Harvey..... 1997 226,962 105,000 -- 81,350(6) None 80,268 33,043(11) Vice President 1996 217,448 103,500 -- None 6,100 116,800 29,480 1995 208,724 103,000 -- 51,100 None 73,280 59,536 Ralph L. Webster........ 1997 203,952 110,000 -- 70,070(7) None 69,025 28,820(12) Vice President & Chief 1996 186,832 90,000 -- None 5,200 98,600 26,409 Financial Officer 1995 179,232 88,000 -- 44,100 None 61,913 25,215
- ------- (1) Where dashes are indicated, there is no requirement to report. (2) Dividends are paid at the same rate paid to all stockholders. (3) As of the last day of fiscal year 1997, Mr. Woodhull held in the aggregate 106,165 shares of restricted stock with a net pre-tax value of $2,811,364 (equal to the market price of the shares less consideration paid by Mr. Woodhull). Mr. Woodhull purchased 16,365 shares of restricted stock on September 16, 1996, and they are fully vested at March 31, 1997. (4) As of the last day of fiscal year 1997, Mr. Cummings held in the aggregate 54,475 shares of restricted stock with a net pre-tax value of $1,414,711 (equal to the market price of the shares less consideration paid by Mr. Cummings). Mr. Cummings purchased 8,135 shares of restricted stock on September 16, 1996, and they are fully vested at March 31, 1997. (5) As of the last day of fiscal year 1997, Mr. Dalton held in the aggregate 54,475 shares of restricted stock with a net pre-tax value of $1,414,711 (equal to the market price of the shares less consideration paid by Mr. Dalton). Mr. Dalton purchased 8,135 shares of restricted stock on September 16, 1996, and they will vest 50 percent on September 16, 1997, with the remainder vesting on September 16, 1998. (6) As of the last day of fiscal year 1997, Dr. Harvey held in the aggregate 32,935 shares of restricted stock with a net pre-tax value of $857,793 (equal to the market price of the shares less consideration paid by Dr. Harvey). Dr. Harvey purchased 8,135 shares of restricted stock on September 16, 1996, and they will vest 50 percent on September 16, 1997, with the remainder vesting on September 16, 1998. (7) As of the last day of fiscal year 1997, Mr. Webster held in the aggregate 29,107 shares of restricted stock with a net pre-tax value of $702,742 (equal to the market price of the shares less consideration paid by Mr. Webster). Mr. Webster purchased 7,007 shares of restricted stock on September 16, 1996, and they will vest 50 percent on September 16, 1997, with the remainder vesting on September 16, 1998. 34 (8) Includes (i) $12,955 allocated by the company to Mr. Woodhull's account under the company's Profit Sharing Plan; (ii) a $49,617 payment equal to the lost company Profit Sharing Plan allocation caused by IRS limitations; (iii) $10,717 allocated by the company to Mr. Woodhull's account under the company's Employee Stock Purchase Plan; and (iv) the portion of the Group Term Life Insurance Premium reportable as income $8,424. (9) Includes (i) $12,955 allocated by the company to Mr. Cummings' account under the company's Profit Sharing Plan; (ii) a $17,374 payment equal to the lost company Profit Sharing Plan allocation caused by IRS limitations; (iii) $6,808 allocated by the company to Mr. Cummings' account under the company's Employee Stock Purchase Plan; and (iv) the portion of the Group Term Life Insurance Premium reportable as income $3,584. (10) Includes (i) $11,316 allocated by the company's subsidiary, Logicon R & D Associates ("Logicon RDA"), to Mr. Dalton's account under the Logicon RDA Profit Sharing Plan; (ii) a $15,085 payment equal to the lost Logicon RDA Profit Sharing Plan allocation caused by IRS limitations; (iii) $6,811 allocated by the company to Mr. Dalton's account under the company's Employee Stock Purchase Plan; and (iv) the portion of the Group Term Life Insurance Premium reportable as income $10,057. (11) Includes (i) $9,865 allocated by the company's subsidiary, Logicon Eagle Technology, Inc., to Dr. Harvey's account under the Logicon Eagle Technology Profit Sharing Plan; (ii) a $13,046 payment equal to the lost Logicon Eagle Technology Profit Sharing Plan allocation caused by IRS limitations; (iii) $6,540 allocated by the company to Dr. Harvey's account under the company's Employee Stock Purchase Plan; and (iv) the portion of the Group Term Life Insurance Premium reportable as income $3,592. (12) Includes (i) $12,955 allocated by the company to Mr. Webster's account under the company's Profit Sharing Plan; (ii) a $12,770 payment equal to the lost company Profit Sharing Plan allocation caused by IRS limitations; and (iii) the portion of the Group Term Life Insurance Premium reportable as income $3,095. STOCK OPTIONS Under the company's 1992 Employee Incentive Stock Option Plan, key employees are selected by the Executive Compensation Committee to receive option awards to purchase the company's common stock at a price fixed to the market price on the date of the option award. The options awarded under this plan are intended to be incentive stock options as that term is defined by Section 422 of the Internal Revenue Code. During fiscal year 1997, there were no stock options granted to and no stock options exercised by any of the Named Executive Officers. The following table summarizes the value of options held by the Named Executive Officers at the end of fiscal year 1997. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF OPTIONS AT UNEXERCISED END IN-THE-MONEY OF FISCAL OPTIONS AT END YEAR OF FISCAL YEAR SHARES 1997 1997(1) ACQUIRED ------------- ---------------- ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE RECEIVED UNEXERCISABLE UNEXERCISABLE - ---- -------- -------- ------------- ---------------- John R. Woodhull............... None None 8,556 / 5,844 $102,672/$70,128 Frank T. Cummings.............. None None 0 / 0 0 / 0 James E. Dalton................ None None 0 / 0 0 / 0 Dr. James F. Harvey............ None None 6,100 / 0 73,200 / 0 Ralph L. Webster............... None None 5,200 / 0 62,400 / 0
- -------- (1) Computed as the difference between the option exercise price and $35.375 (the closing market price of the company's stock at fiscal year end). 35 OTHER REMUNERATION PLANS Logicon has several benefit plans for employees and Executive Officers. The following narrative briefly describes each of the benefit plans in which the Executive Officers may participate: Logicon has a Profit Sharing Plan intended to provide benefits to qualifying long-term employees. Generally, eligible employees participate in this plan commencing one year after the date of their initial employment, subject to certain dollar amount limitations. Company contributions (which are determined annually by the Board of Directors upon review of the company's financial condition, its accumulated profits, and expected profits for the fiscal year just ended) and forfeitures are allocated to participants in proportion to their compensation and the number of years of a participant's continuous employment with the company, and become fully vested seven years after the end of the fiscal year in which such employment commenced. The amounts allocated under this plan in fiscal year 1997 to the Named Executive Officers' accounts are disclosed in the Summary Compensation Table. The company's subsidiary, Logicon R & D Associates ("Logicon RDA") has a Profit Sharing Plan intended to provide benefits to qualifying long-term employees. Generally, eligible employees participate in this plan commencing one year after the date of their initial employment, subject to certain dollar amount limitations. The Logicon RDA contributions (which are determined annually by the Logicon RDA Board of Directors upon review of the financial condition, accumulated profits, and expected profits for the fiscal year just ended) and forfeitures are allocated to participants in proportion to their compensation and the number of years of a participant's continuous employment with Logicon RDA, and become fully vested seven years after the end of the fiscal year in which such employment commenced. The amount allocated under this plan in fiscal year 1997 to Mr. Dalton's account is disclosed in the Summary Compensation Table. The company's subsidiary, Logicon Eagle Technology, Inc. ("Logicon Eagle Technology") has a Profit Sharing Plan intended to provide benefits to qualifying long-term employees. Generally, eligible employees participate in this plan commencing one year after the date of their initial employment, subject to certain dollar amount limitations. The Logicon Eagle Technology contributions (which are determined annually by the Logicon Eagle Technology Board of Directors upon review of the financial condition, accumulated profits, and expected profits for the fiscal year just ended) and forfeitures are allocated to participants in proportion to their compensation and the number of years of a participant's continuous employment with Logicon Eagle Technology and become fully vested seven years after the end of the fiscal year in which such employment commenced. The amount allocated under this plan in fiscal year 1997 to Dr. Harvey's account is disclosed in the Summary Compensation Table. The company's Employee Stock Purchase Plan allows all eligible employees of the company, and of the company's wholly-owned subsidiaries, to participate. Amounts voluntarily contributed by a participant may not exceed six percent of the employee's base salary. Under this plan the company will contribute 50 cents for each dollar contributed by the employee and apply such funds toward the purchase of the company's common stock. An employee must be a participant in the plan for two years before the company contribution vests in favor of the participant. Forfeitures serve to reduce the company contribution. The amounts allocated by the company under this plan in fiscal year 1997 to the Named Executive Officers' accounts are disclosed in the Summary Compensation Table. The Board of Directors has approved, and on April 13, 1993 (amended December 1996), the company entered into executive termination agreements with Frank T. Cummings, James E. Dalton, Dr. James F. Harvey, Ralph L. Webster, John R. Woodhull and three other Executive Officers who are not named in the Summary Compensation Table, which would provide, in substance, that if a change in control of Logicon were to occur without the Board of Directors approval sometime before the fifth year of the agreement and the Executive Officer's employment terminated for any reason whatsoever, he would receive, as severance compensation, a lump sum equal to three times the sum of his annual salary plus his annual bonus. The annual salary and annual bonus shall be the most recent amounts established by the Executive Compensation Committee prior to the 36 change in control. In the event a change in control occurred during the current fiscal year and all such Executive Officers ended their employment with the company or were terminated, the maximum liability to the company would be approximately $8,944,164. The agreements also provide that if a change in control of Logicon were to occur with the Board of Directors approval sometime before the fifth year of the agreement and the Executive Officer did not voluntarily terminate his employment, he would receive monthly payments of one-twelfth (1/12) of the sum of his annual salary plus his most recent annual bonus paid immediately prior to the change in control, for a maximum of 24 months after the change in control. LONG-TERM INCENTIVE PLAN AWARDS TABLE In 1979 Logicon first adopted the Performance Units Plan. The Plan was subsequently amended in June 1993, and in December 1996. Under this Plan, Executive Officers and key management employees may receive awards, made by the Executive Compensation Committee, which represent the right to receive a cash payment at the end of an "incentive period" of three consecutive fiscal years commencing with the first day of the fiscal year in which the units are awarded. Under the Plan the per unit value for awards made in fiscal year 1997 will range from $0 to $200 depending on the aggregate per share earnings for fiscal years 1997, 1998 and 1999. Payment under the Plan is based on the cumulative earnings of the company over the performance period. To receive the minimum payment of $50 per unit the company's cumulative earnings must correspond to a compound growth rate of six percent for the three year period. To receive a payment of $200 per unit the company's earnings must achieve a compound growth rate of 20 percent for the three year period. Upon a "change of control," the management performance units contingently awarded by the Executive Compensation Committee of the Board of Directors (the "Committee") will at the time of the "change of control" be redeemable in cash in an amount based on a cumulative quarterly earnings per share formula prescribed by the Committee in its discretion, provided that the value of a unit will not exceed $200 or be less than $0. PERFORMANCE UNITS PLAN--AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE- BASED PLANS --------------------------- PERFORMANCE OR OTHER PERIOD [50] [200] NUMBER OF UNTIL MATURATION THRESHOLD TARGET MAXIMUM NAME UNITS(#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #) - ---- --------- ---------------- --------- ------- -------- John R. Woodhull........ 2,010 March, 1999 $100,500 N/A $402,000 Frank T. Cummings....... 666 March, 1999 33,300 N/A 133,200 James E. Dalton......... 666 March, 1999 33,300 N/A 133,200 Dr. James F. Harvey..... 666 March, 1999 33,300 N/A 133,200 Ralph L. Webster........ 574 March, 1999 28,700 N/A 114,800
BOARD COMPENSATION AND BENEFITS Non-Employee Directors are compensated at the rate of $1,300 per month, plus $1,300 for each board or committee meeting attended. Additionally, under agreements entered into on October 4, 1996, Non-Employee Directors retire at age 75. Under the terms of these agreements, which replace the previous agreements of December 9, 1994, Non-Employee Directors who have reached the age of 55 and resign or retire may elect to continue serving as a Director Emeritus to provide consulting services from time to time as requested. Under the terms of the agreements, a former Director will be entitled to receive amounts for a period equal to the lessor of 120 months or the number of months of service provided as a Non-Employee Director. The amount of the payment is based on the monthly amount that the former Director was receiving at the time of his retirement. Under the company's 1991 Stock Option Plan for Non-Employee Directors each person serving as a Non-Employee Director on February 8, 1991, received a grant of stock options for 6,500 shares of common stock of 37 the company at the fair market value of such shares on that date. In addition, each Non-Employee Director received a grant of stock options for 750 shares of common stock of the company at the fair market value of such shares on February 8, 1994, and will receive the same number of shares each February 8 thereafter until the end of the Plan on February 8, 2001. The Plan also provides that, from August 5, 1991, until February 8, 2001, each new Non- Employee Director first elected after February 8, 1991, will receive a one- time grant of stock options on the date of such election for 6,500 shares of common stock of the company at the fair market value of such shares on that date. All of the above stock options will have a term of five years from the date of grant and will generally not become exercisable until two years from that date. COMMITTEES OF THE BOARD The Board of Directors held six meetings during the fiscal year ended March 31, 1997. During that period, overall attendance at board and committee meetings was greater than 98 percent. The Audit Committee, which held two meetings during fiscal year 1997, consists of Messrs. Horngren, Jessup, Speers and Walden. The Audit Committee meets with the company's independent accountants, reviews external and internal audit plans and the company's financial controls, and reviews and approves in advance the scope of the audit and estimated fees for such audit services. The Executive Committee, which did not meet during fiscal year 1997, consists of Messrs. Jessup, Smith, Speers and Woodhull. The Executive Committee acts on behalf of the Board as appropriate. The Nominating Committee, which did not meet during fiscal year 1997, consists of Messrs. Smith, Speers and Woodhull. The Nominating Committee selects nominees for election to the Board. The Executive Compensation Committee, which held two meetings during fiscal year 1997, consists of Messrs. Hesburgh, Smith and Speers. The Executive Compensation Committee reviews and establishes remuneration arrangements for the Executive Officers of the company. EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No current Executive Officer of the company serves on the Executive Compensation Committee and there are no "interlocks", as defined by the Securities and Exchange Commission. 38 COMMON STOCK PERFORMANCE As part of the executive compensation information presented here, the Securities and Exchange Commission requires a line graph presentation comparing cumulative, five-year stockholder returns on an indexed basis with the S&P 500 Stock Index and either a nationally recognized industry standard or an index of peer companies selected by the company. The Board of Directors has approved the S&P Aerospace/Defense Index which has been used for purposes of the following performance comparison: COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG LOGICON, INC., S&P 500 INDEX & S&P AEROSPACE/DEFENSE INDEX
1992 1993 1994 1995 1996 1997 ------- ------- ------- ------- ------- ------- LOGICON, INC............... $100.00 $129.34 $166.21 $216.94 $418.86 $467.99 S&P 500 Index.............. $100.00 $115.23 $116.93 $135.13 $178.51 $213.89 S&P Aerospace/Defense Index..................... $100.00 $113.25 $147.73 $177.93 $275.41 $320.40
AEROSPACE/DEFENSE INDEX Boeing Company Lockheed Martin Northrop Grumman Rockwell International General Dynamics McDonnell Douglas Raytheon Company United Technologies There can be no assurance that the company's stock performance will continue into the future with the same or similar trends depicted in the graph above. The company will not make nor endorse any predictions as to future stock performance. - -------- * Assumes $100 invested on March 31, 1992, and reinvestment of dividends. 39 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The company is not aware of any person or group who beneficially owned more than five percent of its outstanding common stock on March 31, 1997. SHARES OWNED BY DIRECTORS AND NAMED EXECUTIVE OFFICERS The following table shows the number of shares of the company's common stock deemed beneficially owned by each Director and Named Executive Officer and by all Directors and Named Executive Officers as a group on April 30, 1997. The percentage of ownership is calculated on the number of shares outstanding, including shares subject to options owned by such group. The shares held in trust for the benefit of participants in the Employee Stock Purchase Plan are voted by those Directors and Executive Officers who are the members of the Administration Committee for the Plan (see footnote (3) below). Accordingly, the 384,428 shares held by the Plan on April 30, 1997, have been included as beneficially owned. COMMON STOCK DEEMED BENEFICIALLY OWNED INCLUDING STOCK PURCHASE PLAN SHARES
NAME AMOUNT(1) PERCENTAGE(2) ---- --------- ------------- DIRECTORS: James L. Hesburgh................................. 8,000 0.1% Charles T. Horngren............................... 25,500 0.2 W. Edgar Jessup, Jr............................... 53,119 0.4 Charles F. Smith.................................. 17,900 0.1 Roland R. Speers.................................. 43,500 0.3 Robert G. Walden.................................. 4,500 0.0 NAMED EXECUTIVE OFFICER AND DIRECTOR: John R. Woodhull.................................. 988,846(3) 7.0(3) NAMED EXECUTIVE OFFICERS: Frank T. Cummings................................. 201,104 1.4 James E. Dalton................................... 133,959 1.0 Dr. James F. Harvey............................... 82,120 0.6 Ralph L. Webster.................................. 137,563 1.0 All Directors and Named Executive Officers as a Group.............................................. 1,696,111 12.1
- -------- (1) These amounts include 82,200 unissued shares subject to options owned by the Directors and Named Executive Officers. Options awarded prior to the August 23, 1995, two-for-one split of the company's stock have been adjusted. (2) The shares subject to options described in the preceding footnote were added to the shares outstanding on April 30, 1997, for purposes of calculating this percentage. (3) Includes 384,428 shares held by the Trustee of the Employee Stock Purchase Plan of Logicon, Inc., representing 2.7% of the total shares outstanding on April 30, 1997. Mr. Woodhull, as a member of the Employee Stock Purchase Plan Committee, votes these shares, which are purchased for, but not as yet distributed to, the participants in the Plan. 40 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN TRANSACTIONS Pursuant to the provisions of the 1979 Restricted Stock Purchase Plan, the company has loaned certain amounts to Executive Officers. All such loans are secured by the stock sold under the Plan and are held by the company until the loan plus interest (ranging between two and six percent) has been paid off. For each Executive Officer who had loans outstanding totaling in excess of $60,000 during fiscal year 1997 the amounts shown below reflect (i) the largest aggregate amount of such loans outstanding at any time during fiscal year 1997 and (ii) the loan amounts outstanding as of April 30, 1997. For Messrs. Cummings, Dalton, Ericson, Hartwick, Harvey, Mitchell, Webster and Woodhull, the amounts are (i) $508,925, $508,925, $127,026, $412,184, $382,883, $262,631, $325,112 and $938,097, respectively, and (ii) $508,925, $508,925, $127,026, $412,184, $305,230, $262,631, $325,112 and $938,097, respectively. 41 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) 1 & 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES: The Consolidated Financial Statements, together with the report thereon of Independent Accountants dated May 22, 1997, are presented on pages 15 through 28 of this 1997 Form 10-K Annual Report. No financial statement schedules are required to be filed as part of this report. The Consent of Independent Accountants to Incorporation by Reference of Reports in Continuous Offerings on Form S-8 is located on page 44 of this report. 3. EXHIBITS: See index of exhibits on page 45. (B) REPORTS ON FORM 8-K: No reports on Form 8-K were filed during the last quarter of fiscal year 1997. 42 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. LOGICON, INC. by /s/ J. R. Woodhull ------------------------------------- J. R. Woodhull, President and Chief Executive Officer
SIGNATURES TITLE DATE ---------- ----- ---- (1) PRINCIPAL EXECUTIVE OFFICER: /s/ J. R. Woodhull President and May 28, 1997 ____________________________________ Chief Executive Officer J. R. Woodhull (2) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Ralph L. Webster Vice President-- May 28, 1997 ____________________________________ Chief Financial Officer Ralph L. Webster (3) DIRECTORS: /s/ James L. Hesburgh Director May 28, 1997 ____________________________________ James L. Hesburgh /s/ Charles T. Horngren Director May 28, 1997 ____________________________________ Charles T. Horngren /s/ W. Edgar Jessup, Jr. Director May 28, 1997 ____________________________________ W. Edgar Jessup, Jr. /s/ Charles F. Smith Director May 28, 1997 ____________________________________ Charles F. Smith /s/ Roland R. Speers Director May 28, 1997 ____________________________________ Roland R. Speers /s/ Robert G. Walden Director May 28, 1997 ____________________________________ Robert G. Walden /s/ J. R. Woodhull Director May 28, 1997 ____________________________________ J. R. Woodhull
43 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statement on Forms S-8 (Nos. 2-82905, 2- 82906, 2-82907, 33-45813 and 33-45815) of our report dated May 22, 1997, appearing on page 28 of this Form 10-K Annual Report. PRICE WATERHOUSE LLP Costa Mesa, California May 27, 1997 44 LOGICON, INC. INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- 3 Articles of Incorporation and By-laws: (a) Certificate of Incorporation(2) (b) First amendment to the Certificate of Incorporation(5) (c) Second amendment to the Certificate of Incorporation(6) (d) Third amendment to the Certificate of Incorporation(7) (e) By-laws with Amendment(3) (f) Second amendment to the By-laws(5) (g) Third amendment to the By-laws(6) (h) Fourth amendment to the By-laws(7) (i) Fifth amendment to the By-laws(7) (j) Sixth amendment to the By-laws(9) (k) Seventh amendment to the By-laws(9) (l) Eighth amendment to the By-laws(12) (m) Ninth amendment to the By-laws(13) (n) Tenth and Eleventh amendment to the By-laws(14) 4 Instruments defining rights of security holders: (a) Common Stock Certificate(6) (b) Stockholder Rights Plan(8) 9 Voting trust agreement: (a) Trust agreement for Employee Stock Purchase Plan of Logicon, Inc. together with designation of Sanwa Bank California as trustee(3) 10 Material Contracts: (a) 1979 Restricted Stock Purchase Plan(1) (b) 1979 Performance Units Plan(2) (c) 1982 Incentive Stock Option Plan(4) (d) 1991 Stock Option Plan for Non-Employee Directors(10) (e) 1992 Employee Incentive Stock Option Plan(11) (f) Agreement and Plan of Merger dated as of May 4, 1997, among Northrop Grumman Corporation, Logicon, Inc., and NG Acquisition, Inc.(15) 11 Statement regarding computation of earnings per share(15) 21 Subsidiaries of the registrant(15) 23 Consents of experts and counsel: (a) Consent of Independent Accountants (Included herewithin on page 44) 27 Financial Data Schedule(15)
45 NOTES: (1) Filed with the Securities and Exchange Commission in Form S-8 on April 25, 1983, registration No. 2-82905. (2) Filed with the Securities and Exchange Commission in Form 10-K on June 26, 1981, registration No. 2-33461. (3) Filed with the Securities and Exchange Commission in Form 10-K on June 29, 1982, registration No. 2-33461. (4) Filed with the Securities and Exchange Commission in Form S-8 on April 25, 1983, registration No. 2-82906. (5) Filed with the Securities and Exchange Commission in Form 10-K on June 28, 1983, registration No. 2-33461. (6) Filed with the Securities and Exchange Commission in Form 8-A on December 14, 1984, registration No. 1-7777. (7) Filed with the Securities and Exchange Commission in Form 10-K on June 27, 1988, registration No. 2-33461. (8) Filed with the Securities and Exchange Commission in Form 8-A on May 7, 1990, registration No. 1-7777. (9) Filed with the Securities and Exchange Commission in Form 10-K on June 27, 1990, registration No. 1-7777. (10) Filed with the Securities and Exchange Commission in Form S-8 on February 19, 1992, registration No. 33-45815. (11) Filed with the Securities and Exchange Commission in Form S-8 on February 19, 1992, registration No. 33-45813. (12) Filed with the Securities and Exchange Commission in Form 10-K on June 21, 1993, registration No. 1-7777. (13) Filed with the Securities and Exchange Commission in Form 10-K on June 24, 1994, registration No. 1-7777. (14) Filed with the Securities and Exchange Commission in Form 10-K on June 26, 1995, registration No. 1-7777. (15) Filed with the Securities and Exchange Commission in Form 10-K on May 30, 1997, registration No. 1-7777. 46 EX-10.(F) 2 AGREEMENT AND PLAN OF MERGER DATED MAY 4, 1997 EXHIBIT 10(f) - -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 4, 1997 AMONG NORTHROP GRUMMAN CORPORATION, LOGICON, INC. AND NG ACQUISITION, INC. - -------------------------------------------------------------------------------- A-1 TABLE OF CONTENTS
PAGE ---- TABLE OF CONTENTS........................................................ 2 ARTICLE 1 THE MERGER..................................................... 7 SECTION 1.1. The Merger.............................................. 7 SECTION 1.2. Effective Time.......................................... 7 SECTION 1.3. Closing of the Merger................................... 7 SECTION 1.4. Effects of the Merger................................... 7 SECTION 1.5. Certificate of Incorporation and Bylaws................. 8 SECTION 1.6. Directors............................................... 8 SECTION 1.7. Officers................................................ 8 SECTION 1.8. Conversion of Shares.................................... 8 SECTION 1.9. No Appraisal Rights..................................... 8 SECTION 1.10. Exchange of Certificates................................ 9 SECTION 1.11. Stock Options........................................... 10 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................. 11 SECTION 2.1. Organization and Qualification; Subsidiaries............ 11 SECTION 2.2. Capitalization of the Company and its Subsidiaries...... 11 SECTION 2.3. Authority Relative to this Agreement; Recommendation.... 12 SECTION 2.4. SEC Reports; Financial Statements....................... 12 SECTION 2.5. Information Supplied.................................... 13 SECTION 2.6. Consents and Approvals; No Violations................... 13 SECTION 2.7. No Default ............................................. 13 SECTION 2.8. No Undisclosed Liabilities; Absence of Changes.......... 14 SECTION 2.9. Litigation.............................................. 14 SECTION 2.10. Compliance with Applicable Law.......................... 14 SECTION 2.11. Employee Benefit Plans; Labor Matters................... 14 SECTION 2.12. Environmental Laws and Regulations...................... 15 SECTION 2.13. Taxes................................................... 16 SECTION 2.14. Intellectual Property; Software......................... 17 SECTION 2.15. Government Contracts.................................... 17 SECTION 2.16. Certain Business Practices.............................. 18 SECTION 2.17. Vote Required........................................... 18 SECTION 2.18. Tax Treatment; Pooling.................................. 18 SECTION 2.19. Affiliates.............................................. 18 SECTION 2.20. Opinion of Financial Adviser............................ 18 SECTION 2.21. Brokers................................................. 18 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION....... 19 SECTION 3.1. Organization............................................ 19 SECTION 3.2. Capitalization of Parent and its Subsidiaries........... 19 SECTION 3.3. Authority Relative to this Agreement.................... 19 SECTION 3.4. SEC Reports; Financial Statements....................... 20 SECTION 3.5. Information Supplied.................................... 20 SECTION 3.6. Consents and Approvals; No Violations................... 20 SECTION 3.7. No Default ............................................. 21 SECTION 3.8. No Undisclosed Liabilities; Absence of Changes.......... 21 SECTION 3.9. Litigation.............................................. 21 SECTION 3.10. Compliance with Applicable Law.......................... 21 SECTION 3.11. Employee Benefit Plans; Labor Matters................... 21 SECTION 3.12. Environmental Laws and Regulations...................... 22
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SECTION 3.13. Tax Matters............................................. 22 SECTION 3.14. Tax Treatment; Pooling.................................. 22 SECTION 3.15. Opinion of Financial Adviser............................ 22 SECTION 3.16. Brokers................................................. 22 SECTION 3.17. No Prior Activities..................................... 22 ARTICLE 4 COVENANTS...................................................... 23 SECTION 4.1. Conduct of Business of the Company...................... 23 SECTION 4.2. Conduct of Business of Parent........................... 24 SECTION 4.3. Preparation of S-4 and the Proxy Statement.............. 25 SECTION 4.4. Other Potential Acquirers............................... 25 SECTION 4.5. Comfort Letters......................................... 26 SECTION 4.6. Meeting of Stockholders................................. 26 SECTION 4.7. Stock Exchange Listing.................................. 26 SECTION 4.8. Access to Information................................... 27 SECTION 4.9. Additional Agreements; Reasonable Efforts............... 27 SECTION 4.10. Employee Benefits....................................... 27 SECTION 4.11. Public Announcements.................................... 28 SECTION 4.12. Indemnification......................................... 28 SECTION 4.13. Notification of Certain Matters......................... 28 SECTION 4.14. Affiliates; Pooling; Tax-Free Reorganization............ 28 SECTION 4.15. Additions to and Modification of Company Disclosure Schedule................................................ 29 ARTICLE 5 CONDITIONS TO CONSUMMATION OF THE MERGER....................... 29 SECTION 5.1. Conditions to Each Party's Obligations to Effect the Merger.................................................. 29 SECTION 5.2. Conditions to the Obligations of the Company............ 29 SECTION 5.3. Conditions to the Obligations of Parent and Acquisition............................................. 30 ARTICLE 6 TERMINATION; AMENDMENT; WAIVER................................. 31 SECTION 6.1. Termination............................................. 31 SECTION 6.2. Effect of Termination................................... 32 SECTION 6.3. Fees and Expenses....................................... 32 SECTION 6.4. Amendment............................................... 33 SECTION 6.5. Extension; Waiver....................................... 33 ARTICLE 7 MISCELLANEOUS.................................................. 33 SECTION 7.1. Nonsurvival of Representations and Warranties........... 33 SECTION 7.2. Entire Agreement; Assignment............................ 33 SECTION 7.3. Validity................................................ 34 SECTION 7.4. Notices................................................. 34 SECTION 7.5. Governing Law........................................... 34 SECTION 7.6. Descriptive Headings.................................... 34 SECTION 7.7. Parties in Interest..................................... 34 SECTION 7.8. Certain Definitions..................................... 34 SECTION 7.9. Personal Liability...................................... 35 SECTION 7.10. Specific Performance.................................... 35 SECTION 7.11. Counterparts............................................ 35
A-3 TABLE OF EXHIBITS Exhibit A-1............. Form of Letter Agreement with Company Affiliates Exhibit A-2............. Form of Letter Agreement with Parent Affiliates Exhibit B-1............. Form of Representations Relating to Tax Matters of the Company Exhibit B-2............. Form of Representations Relating to Tax Matters of Parent and Acquisition Exhibit C............... Matters to be Covered by Opinion of Tax Counsel to the Company Exhibit D............... Matters to be Covered by Opinion of Legal Counsel to the Company Exhibit E............... Matters to be Covered by Opinion of Tax Counsel to Parent Exhibit F............... Matters to be Covered by Legal Counsel to Parent and Acquisition
TABLE OF CONTENTS TO COMPANY DISCLOSURE SCHEDULE Section 2.1...................... Subsidiaries Section 2.6...................... Consents and Approval Section 2.7...................... Defaults Section 2.8...................... Undisclosed Liabilities Section 2.9...................... Litigation Section 2.11(a).................. Employee Plans Section 2.11(b).................. Employment and Related Agreements Section 2.11(c).................. Employee Benefits Affected by this Transaction Section 2.11(e).................. Employee Matters Section 2.13(b).................. Delinquent or Inaccurate Tax Returns Section 2.13(d).................. Tax Claims Section 2.13(e).................. Excess Parachute Payments Section 2.14(c).................. Intellectual Property Infringement Section 2.15(b).................. Matters Related to Government Contracts Section 2.19..................... Affiliates, Directors and Executive Officers Section 4.1...................... Exceptions to Ordinary Course
A-4 TABLE OF DEFINED TERMS
CROSS REFERENCE TERM IN AGREEMENT PAGE - ---- -------------------- ---- Acquisition.......................................... Preamble 1 affiliate............................................ Section 7.8(a) 39 Agreement............................................ Preamble 1 Bid.................................................. Section 2.15(d)(i) 16 business day......................................... Section 7.8(b) 39 capital stock........................................ Section 7.8(c) 39 Certificates......................................... Section 1.10(b) 4 Closing Date......................................... Section 1.3 2 Closing.............................................. Section 1.3 2 Code................................................. Preamble 1 Company Affiliates................................... Section 2.19 16 Company Board........................................ Section 2.3(a) 8 Company Disclosure Schedule.......................... Section 2.1(a) 7 Company Financial Adviser............................ Section 2.20 17 Company Intellectual Property Rights................. Section 2.14(a) 14 Company Permits...................................... Section 2.10 11 Company Plans........................................ Section 1.11(a) 5 Company.............................................. Preamble 1 Company Rights Agreement............................. Section 2.2(a) 7 Company Rights....................................... Section 2.2(a) 7 Company Securities................................... Section 2.2(a) 8 Company Stock Option or Options...................... Section 1.11(a) 5 DGCL................................................. Section 1.1 1 Effective Time....................................... Section 1.2 2 Employee Plans....................................... Section 2.11(a) 12 Environmental Claim.................................. Section 2.12(a) 13 Environmental Laws................................... Section 2.12(a) 13 ERISA Affiliate...................................... Section 2.11(a) 12 ERISA................................................ Section 2.11(a) 11 Exchange Act......................................... Section 2.2(c) 8 Exchange Agent....................................... Section 1.10(a) 3 Exchange Fund........................................ Section 1.10(a) 3 Exchange Ratio....................................... Section 1.8(b) 3 Government Contract.................................. Section 2.15(d)(ii) 16 Governmental Entity.................................. Section 2.6 10 HSR Act.............................................. Section 2.6 9 Indemnified Liabilities.............................. Section 4.12 30 Indemnified Persons.................................. Section 4.12 30 IRS.................................................. Section 2.11(a) 12 knowledge or known................................... Section 7.8(d) 39 Lien................................................. Section 2.2(b) 8 Material Adverse Effect on Parent.................... Section 3.1(b) 17 Material Adverse Effect on the Company............... Section 2.1(b) 7 Merger Certificate................................... Section 1.2 1 Merger Consideration................................. Section 1.8(a) 3 Merger............................................... Section 1.1 1 Notice of Superior Proposal.......................... Section 4.4(b) 26 NYSE................................................. Section 1.8(b) 3
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CROSS REFERENCE TERM IN AGREEMENT PAGE - ---- --------------------- ---- Parent Benefit Plans................................ Section 3.11 21 Parent Common Stock................................. Section 1.8(a) 3 Parent Financial Adviser............................ Section 3.15 22 Parent Permits...................................... Section 3.10 20 Parent.............................................. Preamble 1 Parent Rights....................................... Section 3.2(a) 17 Parent Securities................................... Section 3.2(a) 18 person.............................................. Section 7.8(e) 39 Proxy Statement..................................... Section 2.5 9 RSPP................................................ Section 2.2(a) 7 S-4................................................. Section 2.5 9 SEC................................................. Section 2.4(a) 9 Securities Act...................................... Section 2.4(a) 9 Shares.............................................. Section 1.8(a) 2 subsidiary or subsidiaries.......................... Section 7.8(f) 39 Superior Proposal................................... Section 4.4(c) 27 Surviving Corporation............................... Section 1.1 1 Tax or Taxes........................................ Section 2.13(a)(i) 13 Tax Return.......................................... Section 2.13(a)(ii) 14 Third Party Acquisition............................. Section 4.4(c) 27 Third Party......................................... Section 4.4(c) 27 U.S. Government..................................... Section 2.15(d)(iii) 16
A-6 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May 4, 1997 is among LOGICON, INC., a Delaware corporation, ("Company"), NORTHROP GRUMMAN CORPORATION, a Delaware corporation, ("Parent"), and NG ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition"). WHEREAS the Boards of Directors of the Company, Parent and Acquisition have each (i) determined that the Merger (as defined below) is fair and in the best interests of their respective stockholders and (ii) approved the Merger in accordance with this Agreement; WHEREAS for Federal income tax purposes it is intended that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986 as amended (the "Code"); and WHEREAS the Merger is intended to be treated as a "pooling of interests" for financial accounting purposes. NOW THEREFORE in consideration of the premises and the representations, warranties, covenants and agreements herein contained and intending to be legally bound hereby the Company, Parent and Acquisition hereby agree as follows: ARTICLE 1 THE MERGER SECTION 1.1. The Merger. At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), Acquisition shall be merged with and into the Company (the "Merger"). Following the Merger, the Company shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Acquisition shall cease. The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Code. SECTION 1.2. Effective Time. Subject to the terms and conditions set forth in this Agreement, a Certificate of Merger (the "Merger Certificate") shall be duly executed and acknowledged by Acquisition and the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL or such later time as Parent and the Company may agree upon and set forth in the Merger Certificate (the time the Merger becomes effective being referred to herein as the "Effective Time"). SECTION 1.3. Closing of the Merger. The closing of the Merger (the "Closing") will take place at a time and on a date (the "Closing Date") to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Section 5.1 at the offices of Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles, California 90071, unless another time, date or place is agreed to in writing by the parties hereto. SECTION 1.4. Effects of the Merger. The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time all the properties, rights, privileges, powers and franchises of the Company and Acquisition shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Acquisition shall become the debts, liabilities and duties of the Surviving Corporation. A-7 SECTION 1.5. Certificate of Incorporation and Bylaws. The Certificate of Incorporation of the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law; provided, however, that Article Fourth of the Certificate of Incorporation of the Company shall be amended to read in its entirety as follows: "The aggregate number of shares which the Corporation shall have the authority to issue is one thousand (1,000), $.01 par value per share, to be designated "Common Stock". The bylaws of the Company in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law. SECTION 1.6. Directors. The directors of Acquisition at the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and bylaws of the Surviving Corporation until such director's successor is duly elected or appointed and qualified. SECTION 1.7. Officers. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified. SECTION 1.8. Conversion of Shares. (a) At the Effective Time, each share of common stock, par value $.10 per share, of the Company (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury or by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be converted into and shall become a number of fully paid and nonassessable shares of common stock, $1.00 par value per share, of Parent ("Parent Common Stock") equal to the Exchange Ratio (as defined below) (the "Merger Consideration"). Unless the context otherwise requires (i) each reference in this Agreement to the Shares shall include the associated Company Rights (as such term is defined in Section 2.2(a) hereof) and (ii) each reference in this Agreement to shares of Parent Common Stock shall include the associated Parent Rights (as such term is defined in Section 3.2(a) hereof). Notwithstanding the foregoing if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares then the exchange ratio contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (b) The "Exchange Ratio" shall be a fraction, the numerator of which is 52 and the denominator of which is the average of the closing prices for Parent Common Stock as reported on the New York Stock Exchange (the "NYSE") Composite Transactions reporting system for the 30 business days prior to the effective date of the S-4 (as defined in Section 2.5); provided, however, that the Exchange Ratio shall not be greater than 0.6919 nor less than 0.5661. (c) At the Effective Time, each outstanding share of the common stock, par value $.01 per share, of Acquisition shall be converted into one share of common stock, par value $.10 per share, of the Surviving Corporation. (d) At the Effective Time, each Share held in the treasury of the Company and each Share held by Parent, Acquisition or any subsidiary of Parent, Acquisition or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be canceled, retired and cease to exist and no shares of Parent Common Stock shall be delivered with respect thereto. SECTION 1.9. No Appraisal Rights. The holders of Shares and the holders of shares of Parent Common Stock shall not be entitled to appraisal rights. A-8 SECTION 1.10. Exchange of Certificates. (a) From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to Chase Mellon Shareholder Services, L.L.C., or such other agent or agents as may be appointed by Parent and Acquisition (the "Exchange Agent") for the benefit of the holders of Shares for exchange in accordance with this Article I through the Exchange Agent: (i) certificates representing the appropriate number of shares of Parent Common Stock and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.8 in exchange for outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal duly executed the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and if applicable a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article I and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.10(f) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares if any as may be required pursuant to this Agreement provided, however, that Parent or its Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have A-9 been issued in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article I. (f) No fractions of a share of Parent Common Stock shall be issued in the Merger but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the closing price for Parent Common Stock as reported on the NYSE Composite Transactions reporting system on the business day five days prior to the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities which would otherwise be caused by the issuance of fractional shares. (g) Neither Parent nor the Company shall be liable to any holder of Shares or Parent Common Stock as the case may be for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. SECTION 1.11. Stock Options. (a) At the Effective Time, each outstanding option to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") (i) issued pursuant to the 1979 Restricted Stock Purchase and Stock Option Plan, 1982 Incentive Stock Plan, 1991 Stock Option Plan for Non-Employee Directors and the 1992 Employee Incentive Stock Option Plan or (ii) issued by Geodynamics Corporation and assumed by the Company pursuant to the agreement dated as of on or about March 28, 1996 between the Company and Geodynamics Corporation, whether vested or unvested, shall be converted as of the Effective Time into options to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "Company Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (ii) the Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options" or "ISOs") the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plan and that the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and ensure, to the extent required by and subject to the provisions of such Plans, that Company Stock Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time. A-10 (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section 1.11. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to any Company Stock Options held by persons who are directors, officers or employees of the Company or its subsidiaries and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Plans to give effect to the foregoing provisions of this Section 1.11. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each of Parent and Acquisition as follows: SECTION 2.1. Organization and Qualification; Subsidiaries. (a) Section 2.1 of the Disclosure Schedule delivered by the Company to Parent in accordance with Section 4.15 (the "Company Disclosure Schedule") identifies each subsidiary of the Company as of the date hereof and its respective jurisdiction of incorporation or organization, as the case may be. Each of the Company and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted. The Company has heretofore delivered to Acquisition or Parent accurate and complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in effect, of the Company and its subsidiaries. (b) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect on the Company" means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as whole, or (ii) that would impair the ability of the Company to consummate the transactions contemplated hereby. SECTION 2.2. Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 40,000,000 Shares, of which, as of March 31, 1997, 13,989,567 Shares were issued and outstanding (each together with a Share purchase right (the "Company Rights") issued pursuant to the Stockholder Rights Plan dated as of April 9, 1990 between the Company and Chase Mellon Shareholder Services, L.L.C., as successor to First Interstate Bank, N.A. (the "Company Rights Agreement")) and 2,000,000 shares of preferred stock, par value $.10 per share, no shares of which are outstanding. All of the outstanding Shares have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of March 31, 1997, approximately 700,000 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Plans including 66,306 Shares were reserved for issuance pursuant to Company Stock Options referred to in Section 1.11(a)(ii) hereof and approximately 2,775,390 Shares have been issued pursuant to the Restricted Stock Purchase Plan (the "RSPP"). Between March 31, 1997 and the date hereof, no shares of the Company's capital stock have been issued other than pursuant to Company Stock Options already in existence on such date, and between March 31, 1997 and the date hereof no stock options have been granted. A-11 Except as set forth above and except for the Company Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and, except as described in the Company SEC Reports (as defined below), no obligations of the Company or its subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (iv) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, there are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of capital stock of the Company. (b) All of the outstanding capital stock of the Company's subsidiaries (other than director's qualifying shares in the case of foreign subsidiaries) is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below) or any other limitation or restriction (including any restriction on the right to vote or sell the same except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for, the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in or any other securities of any subsidiary of the Company. There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. (c) The Shares constitute the only class of equity securities of the Company or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). SECTION 2.3. Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company enforceable, against the Company in accordance with its terms. (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this Agreement. SECTION 2.4. SEC Reports; Financial Statements. (a) The Company has filed all required forms, reports and documents ("Company SEC Reports") with the Securities and Exchange Commission (the "SEC") since March 31, 1993, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. None of such Company SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. The audited consolidated financial statements of the Company included in the Company SEC Reports fairly present, in A-12 conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended. (b) The Company has heretofore made available or promptly will make available to Acquisition or Parent a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Exchange Act. SECTION 2.5. Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement") will, at the date mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. SECTION 2.6. Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or blue sky laws, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the filing and recordation of the Merger Certificate as required by the DGCL, no filing with or notice to and no permit, authorization, consent or approval of any United States or foreign court or tribunal, or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the Company. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or bylaws (or similar governing documents) of the Company or any of its subsidiaries, (ii) except as set forth in Section 2.6 of the Company Disclosure Schedule, result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) except as set forth in Section 2.6 of the Company Disclosure Schedule, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets except, in the case of (ii) or (iii), for violations, breaches or defaults which would not have a Material Adverse Effect on the Company. SECTION 2.7. No Default. Except as set forth in Section 2.7 of the Company Disclosure Schedule, none of the Company or its subsidiaries is in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Certificate of Incorporation or bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its subsidiaries is now a party or by which any of them or any of their respective properties or assets may be A-13 bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets except, in the case of (ii) or (iii), for violations, breaches or defaults that would not have a Material Adverse Effect on the Company. SECTION 2.8. No Undisclosed Liabilities; Absence of Changes. Except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, none of the Company or its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company (including the notes thereto), other than liabilities incurred in the ordinary course of business since December 31, 1996, none of which, individually or in the aggregate, would have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, since December 31, 1996, there have been no events changes or effects with respect to the Company or its subsidiaries having or which reasonably could be expected to have a Material Adverse Effect on the Company. SECTION 2.9. Litigation. Except as publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.9 of the Company Disclosure Schedule, there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Company or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as publicly disclosed by the Company in the Company SEC Reports, none of the Company or its subsidiaries is subject to any outstanding order, writ, injunction or decree which insofar as can be reasonably foreseen in the future could reasonably be expected to have a Material Adverse Effect on the Company or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby. SECTION 2.10. Compliance with Applicable Law. Except as publicly disclosed by the Company in the Company SEC Reports, the Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "Company Permits") except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Reports, the Company and its subsidiaries are in compliance with the terms of the Company Permits except where the failure so to comply would not have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Reports, the businesses of the Company and its subsidiaries are not being conducted in violation of any law, ordinance or regulation of the United States or any foreign country or any political subdivision thereof or of any Governmental Entity, except (i) that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws (as defined in Section 2.12 below) and (ii) for violations or possible violations of any United States or foreign laws, ordinances or regulations which do not, and insofar as reasonably can be foreseen in the future, will not result in any charges, assessments, levies, fines or other liabilities being imposed upon or incurred by the Company that will equal $1 million for any single violation or $5 million in the aggregate. Except as publicly disclosed by the Company in the Company SEC Reports, no investigation or review by any Governmental Entity with respect to the Company or its subsidiaries is pending or, to the knowledge of the Company, threatened nor, to the knowledge of the Company, has any Governmental Entity indicated an intention to conduct the same, other than such investigations or reviews as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. SECTION 2.11. Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock, option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other A-14 similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any employee of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate"), as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required and (ii) the documents and instruments governing each such Employee Plan (other than those referred to in Section 4(b)(4) of ERISA). No event has occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances in connection with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including, without limitation, any liability under Title IV of ERISA, which would have a Material Adverse Effect on the Company. (b) Section 2.11(b) of the Company Disclosure Schedule sets forth a list of (i) all employment agreements with officers of the Company; (ii) all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding $50,000; (iii) of all severance agreements, programs and policies of the Company with or relating to its employees except programs and policies required to be maintained by law; and (vi) all plans, programs, agreements and other arrangements of the Company with or relating to its employees which contain change in control provisions. The Company has made available to Parent copies (or descriptions in detail reasonably satisfactory to Parent) of all such agreements, plans, programs and other arrangements. (c) Except as disclosed in Section 2.11(c) of the Company Disclosure Schedule and except for the acceleration, vesting and payment of the performance units issued under the Company's Performance Unit Plan for the Company's fiscal years ended March 31, 1995, 1996 and 1997, and the management incentive bonuses for the Company fiscal year ended March 31, 1997, there will be no payment, accrual of additional benefits, acceleration of payments or vesting in any benefit under any Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (d) No Employee Plan that is a welfare benefit plan within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates other than pursuant to Section 4980B of the Code. (e) There are no controversies pending or, to the knowledge of the Company, threatened between the Company or any of its subsidiaries and any of their respective employees which controversies have or may reasonably be expected to have a Material Adverse Effect of the Company. Neither the Company nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries except as disclosed in Section 2.11(e) of the Company Disclosure Schedule nor does the Company know of any activities or proceedings of any labor union to organize any such employees. The Company has no knowledge of any strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any employees of the Company or any of its subsidiaries. SECTION 2.12. Environmental Laws and Regulations. (a) Except as publicly disclosed by the Company in the Company SEC Reports (i) each of the Company and its subsidiaries is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, A-15 ambient air, surface water, ground water, land surface or subsurface strata) (collectively "Environmental Laws") except for non-compliance that would not have a Material Adverse Effect on the Company, which compliance includes, but is not limited to, the possession by the Company and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ii) none of the Company or its subsidiaries has received written notice of or, to the knowledge of the Company, is the subject of any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an "Environmental Claim") that could reasonably be expected to have a Material Adverse Effect on the Company; and (iii) to the knowledge of the Company, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future. (b) Except as disclosed in the Company SEC Reports, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on the Company that are pending or, to the knowledge of the Company, threatened against the Company or its subsidiaries or, to the knowledge of the Company, against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has or may have retained or assumed either contractually or by operation of law. SECTION 2.13. Taxes. (a) Definitions. For purposes of this Agreement: (i) the term "Tax" (including "Taxes") means (A) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (B) any liability for payment of amounts described in clause (A) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise through operation of law, and (C) any liability for the payment of amounts described in clauses (A) or (B) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person; and (ii) the term "Tax Return" means any return, declaration, report, statement, information statement and other document required to be filed with respect to Taxes. (b) Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, the Company and its subsidiaries have accurately prepared and timely filed all Tax Returns they are required to have filed. Such Tax Returns are accurate and correct in all material respects and do not contain a disclosure statement under Section 6662 of the Code (or any predecessor provision or comparable provision of state, local or foreign law). (c) The Company and its subsidiaries have paid or adequately provided for all Taxes (whether or not shown on any Tax Return) they are required to have paid or to pay. (d) Except as set forth in Section 2.13(d) of the Company Disclosure Schedule, no material claim for assessment or collection of Taxes is presently being asserted against the Company or its subsidiaries and neither the Company nor any of its subsidiaries is a party to any pending action, proceeding, or investigation by any governmental taxing authority nor does the Company have knowledge of any such threatened action, proceeding or investigation. (e) Except as set forth in Section 2.13(e) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in connection with this Agreement or any change of control of the Company or any of its subsidiaries, in the payment of any "excess parachute payments" within the meaning of Section 28OG of the Code. A-16 SECTION 2.14. Intellectual Property; Software. (a) Each of the Company and its subsidiaries owns or possesses adequate licenses or other valid rights to use all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefor (the "Company Intellectual Property Rights"), except where the failure to own or possess valid rights to use such Company Intellectual Property Rights would not have a Material Adverse Effect on the Company. (b) Except for any of the following which would not reasonably be expected to have a Material Adverse Effect on the Company, (i) the validity of the Company Intellectual Property Rights and the title thereto of the Company or any subsidiary as the case may be is not being questioned in any litigation to which the Company or any subsidiary is a party, and (ii) except as set forth in Section 2.14(c) of the Company Disclosure Schedule, the conduct of the business of the Company and its subsidiaries as now conducted does not to, the knowledge of the Company, infringe any valid patents, trademarks, trade names, service marks, or copyrights of others The consummation of the transactions completed hereby will not result in the loss or impairment of any Company Intellectual Property Rights. SECTION 2.15. Government Contracts. (a) With respect to each Government Contract or Bid to which Company or any affiliate of the Company is a party: (i) the Company has fully complied with all material terms and conditions and all applicable requirements of statute, rule, regulation, order or agreement, whether incorporated expressly, by reference or by operation of law; (ii) all representations and certifications were current, accurate and complete when made, and the Company has fully complied with all such representations and certifications; (iii) no allegation has been made, either orally or in writing, that the Company is in breach or violation of any statutory, regulatory or contractual requirement; (iv) no termination for convenience, termination for default, cure notice or show cause notice has been issued; (v) no cost incurred by the Company or its subcontractors has been questioned or disallowed; and (vi) no money due to the Company has been (or has threatened to be) withheld or set off. (b) Neither the Company, any affiliate of the Company, nor any of the Company's directors, officers, employees, agents or consultants is (or for the last three years has been) (i) except as set forth in Section 2.15(b) of the Company Disclosure Schedule, under administrative, civil or criminal investigation, indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission regarding a Government Contract or Bid; or (ii) suspended or debarred from doing business with the U.S. Government or any state or local government or declared nonresponsible or ineligible for government contracting. Except as set forth in Section 2.15(b) of the Company Disclosure Schedule, neither the Company nor any affiliate of the Company has made a voluntary disclosure to any U.S. Government, state or local government entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid. Except as set forth in Section 2.15(b) of the Company Disclosure Schedule, the Company knows of no circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company in the future. (c) Neither the U.S. Government, any state or local government nor any prime contractor, subcontractor or vendor has asserted any claim or initiated any dispute proceeding against the Company, nor has the Company asserted any claim or initiated any dispute proceeding, directly or indirectly, against any such party, concerning any Government Contract or Bid. There are no facts of which the Company is aware upon which such a claim or dispute proceeding may be based in the future. (d) For purposes of this Section 2.15, the following terms shall have the meanings set forth below: (i) "Bid" means any quotation, bid or proposal by the Company or any of its Affiliates which, if accepted or awarded, would lead to a contract with the U.S. Government or any other entity, including a A-17 prime contractor or a higher tier subcontractor to the U.S. Government, for the design, manufacture or sale of products or the provision of services by the Company. (ii) "Government Contract" means any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, letter contract, purchase order, delivery order, Bid, change order, arrangement or other commitment of any kind relating to the business of the Company between the Company and (i) the U.S. Government, (ii) any prime contractor to the U.S. Government or (iii) any subcontractor with respect to any contract described in clause (i) or (ii). (iii) "U.S. Government" means the United States government including any and all agencies, commissions, branches, instrumentalities and departments thereof. SECTION 2.16. Certain Business Practices. None of the Company, any of its subsidiaries or any directors, officers, agents or employees of the Company or any of its subsidiaries has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (iii) made any other unlawful payment. SECTION 2.17. Vote Required. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement. SECTION 2.18. Tax Treatment; Pooling. Neither the Company nor, to the knowledge of the Company, any of its affiliates has taken or agreed to take action that would prevent the Merger from (a) constituting a reorganization qualifying under the provisions of Section 368(a) of the Code or (b) being treated for financial accounting purposes as a pooling of interests in accordance with generally accepted accounting principles and the rules regulations and interpretations of the SEC (a "Pooling Transaction"). SECTION 2.19. Affiliates. Except for the directors and executive officers of the Company, each of whom is listed in Section 2.19 of the Company Disclosure Schedule, there are no persons who, to the knowledge of the Company, may be deemed to be affiliates of the Company under Rule 145 of the Securities Act ("Company Affiliates"). Concurrently with the execution and delivery of this Agreement, the Company has delivered to Parent an executed letter agreement substantially in the form of Exhibit A-1 hereto from certain of the Company Affiliates and will deliver to Parent within ten days after the date of this Agreement an executed letter agreement substantially in the form of Exhibit A- 1 hereto from all other Company Affiliates. SECTION 2.20. Opinion of Financial Adviser. Goldman, Sachs & Co. Inc. (the "Company Financial Adviser") has delivered to the Company Board its written opinion dated the date of this Agreement to the effect that as of such date the Merger Consideration is fair to the holders of Shares. SECTION 2.21. Brokers. No broker, finder or investment banker (other than the Company Financial Adviser, a true and correct copy of whose engagement agreement has been provided to Acquisition or Parent) is entitled to any brokerage finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. A-18 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Parent and Acquisition hereby represent and warrant to the Company as follows: SECTION 3.1. Organization. (a) Each of Parent and Acquisition is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted. Parent has heretofore delivered to the Company accurate and complete copies of the Certificate of Incorporation and bylaws as currently in effect of Parent and Acquisition. (b) Each of Parent and Acquisition is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on Parent. When used in connection with Parent or Acquisition the term "Material Adverse Effect on Parent" means any change or effect that is (i) materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of Parent and its subsidiaries, taken as a whole, or (ii) that may impair the ability of Parent and/or Acquisition to consummate the transactions contemplated hereby. SECTION 3.2. Capitalization of Parent and its Subsidiaries. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock, of which, as of March 25, 1997, 58,007,567 shares of Parent Common Stock were issued and outstanding (each together with a Parent Common Stock purchase right (the "Parent Rights") issued pursuant to the Rights Agreement dated as of August 2, 1991 and amended on September 28, 1994 between Parent and Chemical Bank, N.A.) and 10,000,000 shares of preferred stock, $1.00 par value per share, none of which are outstanding. All of the outstanding shares of Parent Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of March 25, 1997, 3,054,943 shares of Parent Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options. Between March 25, 1997 and the date hereof, no shares of Parent's capital stock have been issued other than pursuant to stock options already in existence on such date and except for grants of stock options to employees officers and directors in the ordinary course of business consistent with past practice between March 25, 1997 and the date hereof, no stock options have been granted. Except as set forth above and except for the Parent Rights, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of Parent (ii) no securities of Parent or its subsidiaries convertible into or exchangeable for shares of capital stock, or voting securities of Parent (iii) no options or other rights to acquire from Parent or its subsidiaries and no obligations of Parent or its subsidiaries to issue any capital stock voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent and (iv) except for Parent's Non-Employee Directors Equity Participation Plan, no equity equivalent interests in the ownership or earnings of Parent or its subsidiaries or other similar rights (collectively "Parent Securities"). As of the date hereof, there are no outstanding obligations of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. (b) The Parent Common Stock constitutes the only class of equity securities of Parent or its subsidiaries registered or required to be registered under the Exchange Act. SECTION 3.3. Authority Relative to this Agreement. Each of Parent and Acquisition has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent and Acquisition A-19 and by Parent as the sole stockholder of Acquisition and no other corporate proceedings on the part of Parent or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition and constitutes a valid, legal and binding agreement of each of Parent and Acquisition enforceable against each of Parent and Acquisition in accordance with its terms. SECTION 3.4. SEC Reports; Financial Statements. (a) Parent has filed all required forms, reports and documents ("Parent SEC Reports") with the SEC since December 31, 1993, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, each as in effect on the dates such forms reports and documents were filed. None of such Parent SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. The audited consolidated financial statements of Parent included in the Parent SEC Reports fairly present in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto) the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended. (b) Parent has heretofore made available or promptly will make available to the Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to agreements documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Exchange Act. SECTION 3.5. Information Supplied. None of the information supplied or to be supplied by Parent or Acquisition for inclusion or incorporation by reference to (i) the S-4 will at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement will at the date mailed to stockholders and at the times of the meeting or meetings of stockholders of the Company to be held in connection with the Merger contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading. The S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. SECTION 3.6. Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act and the filing and recordation of the Merger Certificate as required by the DGCL, no filing with or notice to, and no permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition or any of Parent's other subsidiaries, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent or Acquisition or any of A-20 Parent's other subsidiaries or any of their respective properties or assets except, in the case of (ii) or (iii), for violations, breaches or defaults which would not have a Material Adverse Effect on Parent. SECTION 3.7. No Default. None of Parent or any of its subsidiaries is in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Certificate of Incorporation or bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of its subsidiaries is now a party or by which any of them or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent or any of its subsidiaries or any of their respective properties or assets except, in the case of (ii) or (iii), for violations, breaches or defaults that would not have a Material Adverse Effect on Parent. SECTION 3.8. No Undisclosed Liabilities; Absence of Changes. Except as and to the extent publicly disclosed by Parent in the Parent SEC Reports, none of Parent or its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of Parent and its consolidated subsidiaries (including the notes thereto), other than liabilities incurred in the ordinary course of business since December 31, 1996, none of which, individually or in the aggregate, would have a Material Adverse Effect on Parent. Except as publicly disclosed by Parent in the Parent SEC Reports, since December 31, 1996, there have been no events changes or effects with respect to Parent or its subsidiaries having or which could reasonably be expected to have a Material Adverse Effect on Parent. SECTION 3.9. Litigation. Except as publicly disclosed by Parent in the Parent SEC Reports, there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of Parent threatened, against Parent or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as publicly disclosed by Parent in the Parent SEC Reports, none of Parent or its subsidiaries is subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future could reasonably be expected to have a Material Adverse Effect on Parent or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby. SECTION 3.10. Compliance with Applicable Law. Except as publicly disclosed by Parent in the Parent SEC Reports, Parent and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "Parent Permits") except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on Parent. Except as publicly disclosed by Parent in the Parent SEC Reports, Parent and its subsidiaries are in compliance with the terms of the Parent Permits except where the failure so to comply would not have a Material Adverse Effect on Parent. Except as publicly disclosed by Parent in the Parent SEC Reports, the businesses of Parent and its subsidiaries are not being conducted in violation of any law ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 3.10 with respect to Environmental Laws and except for violations or possible violations which do not and, insofar as reasonably can be foreseen in the future, will not have a Material Adverse Effect on Parent. Except as publicly disclosed by Parent in the Parent SEC Reports, no investigation or review by any Governmental Entity with respect to Parent or its subsidiaries is pending or, to the knowledge of Parent, threatened nor, to the knowledge of Parent, has any Governmental Entity indicated an intention to conduct the same, other than in each case those which Parent reasonably believes will not have a Material Adverse Effect on Parent. SECTION 3.11. Employee Benefit Plans; Labor Matters. With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any of its subsidiaries or with respect to which A-21 Parent or any of its subsidiaries could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "Parent Benefit Plans") no event has occurred and, to the knowledge of Parent, there currently exists no condition or set of circumstances in connection with which Parent or any of its subsidiaries could be subject to any liability under the terms of the Parent Benefit Plans ERISA the Code or any other applicable law which would have a Material Adverse Effect on Parent. There is no pending or threatened labor dispute strike or work stoppage against Parent or any of its subsidiaries which may reasonably be expected to have a Material Adverse Effect on Parent. SECTION 3.12. Environmental Laws and Regulations. (a) Except as publicly disclosed by Parent in the Parent SEC Reports, (i) each of Parent and its subsidiaries is in material compliance with all Environmental Laws except for non-compliance that would not have a Material Adverse Effect on Parent which compliance includes, but is not limited to, the possession by Parent and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof; (ii) none of Parent or its subsidiaries has received written notice of or, to the knowledge of Parent, is the subject of any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on Parent; and (iii) to the knowledge of Parent, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future. (b) Except as publicly disclosed by Parent in the Parent SEC Reports, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on Parent that are pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries or, to the knowledge of Parent, against any person or entity whose liability for any Environmental Claim Parent or its subsidiaries has or may have retained or assumed either contractually or by operation of law. SECTION 3.13. Tax Matters. Except as publicly disclosed by Parent in the Parent SEC Reports, Parent and its subsidiaries have accurately prepared and duly filed with the appropriate federal, state, local and foreign taxing authorities all tax returns information returns and reports required to be filed with respect to Parent and its subsidiaries and have paid in full or made adequate provision for the payment of all Taxes. SECTION 3.14. Tax Treatment; Pooling. Neither Parent, Acquisition nor, to the knowledge of Parent, any of its affiliates has taken, proposes to take, or has agreed to take any action that would prevent the Merger (a) from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code or (b) from being treated as a Pooling Transaction for financial accounting purposes. Within 10 days after the date of this Agreement, Parent will obtain from each of its directors, officers and affiliates a letter agreement substantially in the form of Exhibit A-2. SECTION 3.15. Opinion of Financial Adviser. Salomon Brothers Inc. (the "Parent Financial Adviser") has delivered to the Board of Directors of Parent its opinion dated as of the date of this Agreement to the effect that as of such date the Merger Consideration contemplated by the Merger is fair to the holders of shares of Parent Common Stock. SECTION 3.16. Brokers. No broker finder or investment banker (other than the Parent Financial Adviser) is entitled to any brokerage finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Acquisition. SECTION 3.17. No Prior Activities. Except for obligations incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the transactions contemplated hereby, Acquisition has neither incurred any obligation or liability nor engaged in any business or activity of any type or kind whatsoever or entered into any agreement or arrangement with any person. A-22 ARTICLE 4 COVENANTS SECTION 4.1. Conduct of Business of the Company. Except as contemplated by this Agreement or as described in Section 4.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company will and will cause each of its subsidiaries to conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement seek, to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.1 of the Company Disclosure Schedule, prior to the Effective Time, neither the Company nor any of its subsidiaries will, without the prior written consent of Parent and Acquisition: (a) amend its Certificate of Incorporation or bylaws (or other similar governing instrument); (b) amend the Company Rights Agreement in any manner that would permit any person to acquire more than 20% of the Shares, or redeem the Company Rights; (c) authorize for issuance, issue, sell, deliver or agree or commit to issue sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights) except for the issuance and sale of Shares pursuant to options previously granted under the Company Plans; (d) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock except for quarterly cash dividends not in excess of $0.06 per Share paid in accordance with past practice, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities or any securities of any of subsidiaries; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries (other than the Merger); (f) alter through merger, liquidation, reorganization, restructuring or any other fashion the corporate structure of ownership of any subsidiary; (g)(i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings under existing lines of credit in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person except in the ordinary course of business consistent with past practice and except for obligations of subsidiaries of the Company incurred in the ordinary course of business; (iii) make any loans, advances or capital contributions to or investments in any other person (other than to subsidiaries of the Company or customary loans or advances to employees in each case in the ordinary course of business consistent with past practice) (iv) pledge or otherwise encumber shares of capital stock of the Company or its subsidiaries; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than Tax Liens for Taxes not yet due); (h) except as may be required by law, enter into adopt or amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any A-23 director, officer or employee in any manner or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (g) shall not prevent the Company or its subsidiaries from (i) entering into employment agreements or severance agreements with new employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 1997 in the ordinary course of year-end compensation reviews consistent with past practice (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to the Company); (i) acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions having a fair market value in excess of $1 million in the aggregate (other than in connection with outsourcing agreements entered into with customers of the Company or its subsidiaries); (j) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (k) revalue in any material respect any of its assets including without limitation writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business; (l)(i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein (other than in connection with outsourcing agreements entered into with customers of the Company or its subsidiaries); (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to the Company and its subsidiaries, taken as a whole; (iii) authorize any new capital expenditure or expenditures which individually is in excess of $100,000 or in the aggregate are in excess of $500,000; provided that none of the foregoing shall limit any capital expenditure required pursuant to existing customer contracts; (m) make any tax election or settle or compromise any income tax liability material to the Company and its subsidiaries taken as a whole; (n) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on the Company; (o) commence any material software development project or terminate any material software development project that is currently ongoing, in either case except pursuant to the terms of existing contracts with customers or except as contemplated by the Company's project development budget previously provided to Parent; or (p) take or agree in writing or otherwise to take any of the actions described in Sections 4.1(a) through 4.1(o) or any action which would make any of the representations or warranties of the Company contained in this Agreement untrue or incorrect. SECTION 4.2. Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will and will cause each of its subsidiaries to conduct their operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement prior to the Effective Time, neither Parent nor any of its subsidiaries will, without the prior written consent of the Company: (a) knowingly take any action that would result in a failure to maintain the trading of the Parent Common Stock on the NYSE; A-24 (b) declare, set aside or pay any dividend or other distribution in respect of its capital stock except for customary quarterly cash dividends not in excess of $0.40 per share, dividends payable in Parent Common Stock or dividends by a subsidiary of Parent to Parent or another subsidiary of Parent; (c) acquire or agree to acquire by merging or consolidating with by purchasing an equity interest in or the assets of or by any other manner any business or any corporation, partnership or other business organization or division thereof or otherwise acquire or agree to acquire any assets of any other entity (other than the purchase of assets from suppliers, clients or vendors in the ordinary course of business and consistent with past practice) if such transaction would prevent or materially delay the consummation of the transactions contemplated by this Agreement; (d) adopt or propose to adopt any amendments to its charter documents which would have an adverse impact on the consummation of the transactions contemplated by this Agreement; (e) take or agree in writing or otherwise to take any of the actions described in Sections 4.1(a) through 4.1(d) or any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect. SECTION 4.3. Preparation of S-4 and the Proxy Statement. The Company shall promptly prepare and file with the SEC the Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4 in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and upon the exercise of Company Stock Options and the Company shall furnish all information concerning the Company and the holders of Shares as may be reasonably requested in connection with any such action. SECTION 4.4. Other Potential Acquirers. (a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). Neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer. The Company shall promptly notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition including the terms and conditions thereof and the identity of the party submitting such proposal; and shall advise the Parent from time to time of the status and any material developments concerning the same. (b) Except as set forth in this Section 4.4(b) the Company Board shall not withdraw its recommendation of the transactions contemplated hereby or approve or recommend, or cause the Company to enter into any agreement with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, after consultation with and based upon the advice of, legal counsel that it is required to do so in order to comply with its fiduciary duties, the Company Board may withdraw its recommendation of the transactions contemplated hereby or approve or recommend a Superior Proposal, but in each case only (i) after providing reasonable written notice to Parent (a "Notice of Superior Proposal") advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and (ii) if Parent does not, within five business days of Parent's receipt of the Notice of Superior Proposal, make an offer which the Company Board by a majority vote determines in its good faith judgment (based on the written A-25 advice of a financial adviser of nationally recognized reputation) to be as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not be entitled to enter into any agreement with respect to a Superior Proposal unless and until this Agreement is terminated by its terms pursuant to Section 6.1. Any disclosure that the Company Board may be compelled to make with respect to the receipt of a proposal for a Third Party Acquisition in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Section 4.4(b) provided that such disclosure states that no action will be taken by the Company Board with respect to the withdrawal of its recommendation of the transactions contemplated hereby or the approval or recommendation of any Third Party Acquisition except in accordance with this Section 4.4(b). (c) For the purposes of this Agreement, "Third Party Acquisition" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of more than 20% of the total assets of the Company and its subsidiaries taken as a whole; (iii) the acquisition by a Third Party of 20% or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any of its subsidiaries of more than 20% of the outstanding Shares; or (vi) the acquisition by the Company or any subsidiary by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business whose annual revenues, net income or assets is equal or greater than 20% of the annual revenues, net income or assets of the Company. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal to acquire directly or indirectly for consideration consisting of cash and/or securities more than 50% of the Shares then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Company Board by a majority vote determines in its good faith judgment (based on the written advice of a financial adviser of nationally recognized reputation) to be more favorable to the Company's stockholders than the Merger. SECTION 4.5. Comfort Letters. (a) The Company shall use all reasonable efforts to cause Price Waterhouse LLP to deliver a letter dated not more than five days prior to the date on which the S-4 shall become effective and addressed to itself and Parent and their respective Boards of Directors in form and substance reasonably satisfactory to Parent and customary in scope and substance for agreed-upon procedures letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the S-4 and the Proxy Statement. (b) Parent shall use all reasonable efforts to cause Deloitte & Touche LLP to deliver a letter dated not more than 5 days prior to the date of the S-4 shall become effective and addressed to itself and the Company and their respective Boards of Directors in form and substance reasonably satisfactory to the Company and customary in scope and substance for agreed upon procedures letters delivered by independent accountants in connection with registration statements and proxy statements similar to the S-4 and the Proxy Statement. SECTION 4.6. Meeting of Stockholders. The Company shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call give notice of convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through its Board of Directors, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). SECTION 4.7. Stock Exchange Listing. Parent shall use all reasonable efforts to cause the shares of Parent Common Stock to be issued in the Merger and the shares of Parent Common Stock to be reserved for issuance upon exercise of Company Stock Options to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Effective Time. A-26 SECTION 4.8. Access to Information. (a) Between the date hereof and the Effective Time the Company will give Parent and its authorized representatives and Parent will give the Company and its authorized representatives reasonable access to all employees plants offices warehouses and other facilities and to all books and records of itself and its subsidiaries will permit the other party to make such inspections as such party may reasonably require and will cause its officers and those of its subsidiaries to furnish the other party with such financial and operating data and other information with respect to the business and properties of itself and its subsidiaries as the other party may from time to time reasonably request. (b) Between the date hereof and the Effective Time the Company shall furnish to Parent and Parent will furnish to the Company within 25 business days after the end of each calendar month (commencing with April 1997) an unaudited balance sheet of the party furnishing such information as of the end of the such month and the related statements of earnings, stockholders' equity (deficit) and within 25 business days after the end of each calendar quarter cash flows for the quarter then ended each prepared in accordance with generally accepted accounting principles in conformity with the practices consistently applied by such party with respect to its monthly financial statements. All the foregoing shall be in accordance with the books and records of the party furnishing such information and shall fairly present its financial position (taking into account the differences between the monthly and quarterly statements prepared by such party in conformity with its past practices) as of the last day of the period then ended. (c) Parent and Acquisition will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it by or on behalf of the Company in connection with the transactions contemplated by this Agreement pursuant to the terms of that certain Confidentiality Agreement entered into between the Company and Parent dated March 21, 1997. The Company will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it by or on behalf of Parent or Acquisition in connection with the transactions contemplated by this Agreement pursuant to the terms of that certain Confidentiality Agreement entered into between Parent and the Company dated May 3, 1997. SECTION 4.9. Additional Agreements; Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the Proxy Statement and the S-4, any filings that may be required under the HSR Act and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) executing any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement Parent and Acquisition agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the Company stockholder vote with respect to the Merger. If at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement the proper officers and directors of each party hereto shall take all such necessary action. SECTION 4.10. Employee Benefits. Parent will provide the employees and retirees of the Company and its subsidiaries, for a period ending on the first anniversary of the Effective Time, with compensation and employee benefits of the type described in Section 2.11 of this Agreement (other than stock option or other plans involving the potential issuance or purchase on the open market of securities of the Company or of Parent, the provision of which by Parent will be governed by Section 1.11) which in the aggregate are comparable to those currently provided by the Company and its subsidiaries as the case may be. Parent agrees and will cause the Surviving Corporation to agree that (i) all obligations of the Company or any subsidiary under any "change of control" or similar provisions relating to employees contained in any existing contracts and all termination or severance agreements with executive officers identified in Section 2.11(c) of the Company Disclosure Schedule (subject to Section 1.11 hereof) will be honored in accordance with their terms as of the date hereof and (ii) the RSPP of A-27 the Company will continue in effect with respect to the Shares issued thereunder and Parent Common Shares issued in exchange therefor pursuant to the Merger, and appropriate adjustments will be made to the RSPP such that following the Effective Time such shares of Parent Common Stock shall be held substantially in accordance with the terms of the RSPP. Notwithstanding the foregoing, except as provided in the preceding sentence nothing contained herein shall be construed as requiring Parent or the Surviving Corporation to continue any specific employee benefit plans or to continue the employment of any specific person. SECTION 4.11. Public Announcements. Parent, Acquisition and the Company, as the case may be, will consult with one another before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, including, without limitation, the Merger, and shall not issue any such press release or make any such public statement prior to such consultation except as may be required by applicable law or by obligations pursuant to any listing agreement with the NYSE as determined by Parent, Acquisition or the Company, as the case may be. SECTION 4.12. Indemnification. After the Effective Time, the Surviving Corporation shall indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under applicable law to) each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses (including, without limitation, counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of it subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.12 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Parent hereby guarantees the payment and performance of the Surviving Corporation's obligations in this Section 4.12. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.12 and may specifically enforce its terms. This Section 4.12 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. SECTION 4.13. Notification of Certain Matters. The Company shall give prompt notice to Parent and Acquisition and Parent and Acquisition, shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company, Parent or Acquisition, as the case may be, to comply with or satisfy any covenant condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 4.13 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. SECTION 4.14. Affiliates; Pooling; Tax-Free Reorganization. (a) The Company shall use all reasonable efforts to obtain from any Company Affiliate who has not previously executed such letter agreement and from any person who may be deemed to have become a Company Affiliate after the date of this Agreement and on or prior to the Effective Time a letter agreement substantially in the form of Exhibit A hereto as soon as practicable. (b) Parent shall not be required to maintain the effectiveness of the S-4 for the purpose of resale of shares of Parent Common Stock by stockholders of the Company who may be affiliates of the Company or Parent pursuant to Rule 145 under the Securities Act. A-28 (c) Each party hereto shall use all reasonable efforts to cause the Merger to be treated for financial accounting purposes as a Pooling Transaction and shall not take and shall use all reasonable efforts to prevent any affiliate of such party from taking any actions which could prevent the Merger from being treated for financial accounting purposes as a Pooling Transaction. (d) The Company, on the one hand, and Parent and Acquisition, on the other hand, shall execute and deliver to legal counsel to the Company and Parent certificates substantially in the form attached hereto as Exhibits B-1 and B- 2, respectively, at such time or times as reasonably requested by such legal counsel in connection with its delivery of an opinion with respect to the transactions contemplated hereby and the Company and Parent shall each provide a copy thereof to the other parties hereto. Prior to the Effective Time, none of the Company, Parent or Acquisition shall take or cause to be taken any action which would cause to be untrue (or fail to take or cause not to be taken any action which would cause to be untrue) any of the representations in Exhibits B-1 or B-2. SECTION 4.15. Additions to and Modification of Company Disclosure Schedule. Concurrently with the execution and delivery of this Agreement, the Company has delivered a Company Disclosure Schedule that includes all of the information required by the relevant provisions of this Agreement that is reasonably available to the senior management of the Company at the time of such delivery. Any failure of the Company to disclose any information required by the relevant provisions of this Agreement in any section of the Company Disclosure Schedule shall not constitute a breach of the applicable representation or warranty, provided (i) that the information so omitted does not have or reflect a Material Adverse Effect on the Company and (ii) that the Company shall deliver to Parent and Acquisition such additions to or modifications of any sections of the Company Disclosure Schedule necessary to make the information set forth therein true, accurate and complete not later than 5 days after the date of execution and delivery of this Agreement. ARTICLE 5 CONDITIONS TO CONSUMMATION OF THE MERGER SECTION 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and (d) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for Shares in the Merger. SECTION 5.2. Conditions to the Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of Parent and Acquisition contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on Parent) at and as of the Effective Time with the same effect as if made at and as of A-29 the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect; (b) each of the covenants and obligations of Parent and Acquisition to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect; (c) the shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; (d) the Company shall have received the opinion of tax counsel to the Company to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss for Federal income tax purposes will be recognized by a stockholder of the Company as a result of the Merger with respect to Shares converted solely into shares of Parent Common Stock, and such opinion shall not have been withdrawn or modified in any material respect, substantially in the form of Exhibit C; (e) the Company shall have received the opinion of legal counsel to Parent as to the matters set forth in Exhibit D; (f) Parent shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of the Company, individually or in the aggregate, have a Material Adverse Effect on Parent; and (g) there shall have been no events, changes or effects with respect to Parent or its subsidiaries having or which could reasonably be expected to have a Material Adverse Effect on Parent. SECTION 5.3. Conditions to the Obligations of Parent and Acquisition. The respective obligations of Parent and Acquisition to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on the Company) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, the Company shall have delivered to Parent and Acquisition a certificate to that effect; (b) each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, the Company shall have delivered to Parent and Acquisition a certificate to that effect; (c) Parent shall have received from each affiliate of the Company referred to in Sections 2.19 and 4.14(a) an executed copy of the letter attached hereto as Exhibit A; (d) the shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; A-30 (e) Parent shall have received the opinion of tax counsel to Parent to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn or modified in any material respect, substantially in the form of Exhibit E; (f) Parent shall have received the opinion of legal counsel to the Company as to the matters set forth in Exhibit F; (g) Parent shall have received the opinion of its certified public accountants stating that the Merger will be accounted for under generally accepted accounting principles as a Pooling Transaction, and such opinion shall not have been withdrawn or modified in any material respect; (h) the Company shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the succession by the Surviving Corporation pursuant to the Merger to any obligation right or interest of the Company or any subsidiary of the Company under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except for those for which failure to obtain such consents and approvals would not, in the reasonable opinion of Parent, individually or in the aggregate, have a Material Adverse Effect on the Company; and (i) there shall have been no events, changes or effects with respect to the Company or its subsidiaries having or which could reasonably be expected to have a Material Adverse Effect on the Company. ARTICLE 6 TERMINATION; AMENDMENT; WAIVER SECTION 6.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time whether before or after approval and adoption of this Agreement by the Company's stockholders: (a) by mutual written consent of Parent, Acquisition and the Company; (b) by Parent and Acquisition or the Company if (i) any court of competent jurisdiction in the United States or other United States Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become nonappealable or (ii) the Merger has not been consummated by September 30, 1997; provided that no party may terminate this Agreement pursuant to this clause (ii) if such party's failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date; (c) by the Company if (i) there shall have been a breach of any representation or warranty on the part of Parent or Acquisition set forth in this Agreement or if any representation or warranty of Parent or Acquisition shall have become untrue, and such breach shall not have been cured or such representation or warranty shall not have been made true within twenty business days after notice by Company thereof, provided that the Company has not breached any of its obligations hereunder; (ii) there shall have been a breach by Parent or Acquisition of any of their respective covenants or agreements hereunder having a Material Adverse Effect on Parent or materially adversely affecting (or materially delaying) the consummation of the Merger, and Parent or Acquisition, as the case may be, has not cured such breach within twenty business days after notice by the Company thereof, provided that the Company has not breached any of its obligations hereunder; (iii) the Company shall have convened a meeting of its shareholders to vote upon the Merger and shall have failed to obtain the requisite vote of its shareholders at such meeting (including any adjournments thereof) or (iv) the Company Board has received a Superior Proposal, has complied with the provisions of Section 4.4(b), and concurrently complies with the provisions of Section 6.3(a); or A-31 (d) by Parent and Acquisition if (i) there shall have been a breach of any representation or warranty on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, and such breach shall not have been cured or such representation or warranty shall not have been made true within twenty business days after notice by Parent or Acquisition thereof, provided that neither Parent nor Acquisition has breached any of their respective obligations hereunder; (ii) there shall have been a breach by the Company of its covenants or agreements hereunder having a Material Adverse Effect on the Company or materially adversely affecting (or materially delaying) the consummation of the Merger, and the Company has not cured such breach within twenty business days after notice by Parent or Acquisition thereof, provided that neither Parent nor Acquisition has breached any of their respective obligations hereunder; (iii) the Company Board shall have recommended to the Company's stockholders a Superior Proposal; (iv) the Company Board shall have withdrawn or materially weakened its recommendation of this Agreement or the Merger, provided that any disclosure that the Company Board is compelled to make with respect to the receipt of a proposal for a Third Party Acquisition in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 shall not constitute the withdrawal or material weakening of the Company Board's recommendation, provided, further, that such disclosure states that no action will be taken by the Company Board with respect to the withdrawal of its recommendation of the transactions contemplated hereby or the approval or recommendation of any Third Party Acquisition except in accordance with Section 4.4(b) or (v) the Company shall have convened a meeting of its stockholders to vote upon the Merger and shall have failed to obtain the requisite vote of its stockholders at such meeting (including any adjournments thereof). SECTION 6.2. Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders other than the provisions of this Section 6.2 and Sections 4.8(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement. SECTION 6.3. Fees and Expenses. (a) In the event that this Agreement shall be terminated pursuant to: (i) Section 6.1(d)(iii) or Section 6.1(c)(iv); (ii) Sections 6.1(d)(i) or (ii) and within twelve months thereafter the Company enters into an agreement with respect to a Third Party Acquisition or a Third Party Acquisition occurs involving any party (or any affiliate thereof) (x) with whom the Company (or its agents) had negotiations with a view to a Third Party Acquisition, (y) to whom the Company (or its agents) furnished information with a view to a Third Party Acquisition or (z) who had submitted a proposal or expressed an interest in a Third Party Acquisition, in the case of each of clauses (x), (y) and (z), after the date hereof and prior to such termination; (iii) Section 6.1(c)(iii) or 6.1(d)(v) and at the time of the Company stockholders' meeting at which the Company failed to obtain the requisite vote there shall be outstanding an offer by a Third Party to consummate a Third Party Acquisition involving the payment of consideration to stockholders of the Company with a value in excess of the Merger Consideration and within twelve months thereafter the Company enters into an agreement with respect to such Third Party Acquisition or such Third Party Acquisition occurs; or (iv) Section 6.1(d)(iv) and the Company Board shall have withdrawn or materially weakened its recommendation following the receipt of an offer by a Third Party to consummate a Third Party Acquisition involving the payment of consideration to stockholders of the Company with a value in excess of the Merger Consideration. Parent and Acquisition would suffer direct and substantial damages, which damages cannot be determined with reasonable certainty. To compensate Parent and Acquisition for such damages the Company shall pay to Parent the amount of $22.5 million as liquidated damages immediately upon the occurrence of the event described in this Section 6.3(a) giving rise to such damages. It is specifically agreed that the amount to be paid pursuant to this Section 6.3(a) represents liquidated damages and not a penalty. A-32 (b) Upon the termination of this Agreement pursuant to Sections 6.1(c)(iii) or 6.1(d)(i), (ii) or (v) (other than a termination requiring the Company to pay liquidated damages as contemplated by Section 6.3(a) hereof), in addition to any other remedies that Parent, Acquisition or their affiliates may have as a result of such termination, the Company shall reimburse Parent, Acquisition and their affiliates (not later than ten business days after submission of statements therefor) for all actual, documented out-of-pocket fees and expenses not to exceed $3 million actually and reasonably incurred by any of them or on their behalf in connection with the Merger and the consummation of all transactions contemplated by this Agreement (including, without limitation, fees payable to investment bankers counsel to any of the foregoing and accountants). Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 6.1(d)(i) and the sole basis for such termination is that the representation and warranty contained in the last sentence of Section 2.8 shall have become untrue as the result of the effect on the transactions contemplated hereby of an organizational conflict of interest provision contained in any Government Contract of the Company, the Company shall not be obligated, by this Section 6.3(b) or otherwise, to reimburse Parent and Acquisition and their affiliates for any fees or expenses incurred in connection with the Merger or the consummation of the transactions contemplated by this Agreement. (c) Upon the termination of this Agreement pursuant to Sections 6.1(c)(i) or (ii), in addition to any other remedies that the Company or its affiliates may have as a result of such termination, Parent shall reimburse the Company and its affiliates (not later than ten business days after submission of statements therefor) for all actual, documented out-of-pocket fees and expenses not to exceed $3 million actually and reasonably incurred by any of them or on their behalf in connection with the Merger and the consummation of all transactions contemplated by this Agreement (including, without limitation, fees payable to investment bankers, counsel to any of the foregoing and accountants). (d) Except as specifically provided in this Section 6.3, each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. SECTION 6.4. Amendment. This Agreement may be amended by action taken by the Company, Parent and Acquisition at any time before or after approval of the Merger by the stockholders of the Company but after any such approval no amendment shall be made which requires the approval of such stockholders under applicable law without such approval. This Agreement (including, subject to Section 4.15, the Company Disclosure Schedule) may be amended only by an instrument in writing signed on behalf of the parties hereto. SECTION 6.5. Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document certificate or writing delivered pursuant hereto or (iii) waive compliance by the other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument, in writing, signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights. ARTICLE 7 MISCELLANEOUS SECTION 7.1. Nonsurvival of Representations and Warranties. The representations and warranties made herein shall not survive beyond the Effective Time or a termination of this Agreement. This Section 7.1 shall not limit any covenant or agreement of the parties hereto which by its terms requires performance after the Effective Time. SECTION 7.2. Entire Agreement; Assignment. This Agreement (including the Company Disclosure Schedule) (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided, A-33 however, that Acquisition may assign any or all of its rights and obligations under this Agreement to any subsidiary of Parent, but no such assignment shall relieve Acquisition of its obligations hereunder if such assignee does not perform such obligations. SECTION 7.3. Validity. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable. SECTION 7.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to each other party as follows: if to Parent or Acquisition: NORTHROP CORPORATION 1840 Century Park East Los Angeles, California 90067 Telecopier: (310) 201-3023 Attention: James C. Johnson, Esq. with a copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles CA 90071 Telecopier: (213) 229-7520 Attention: Andrew E. Bogen, Esq. if to the Company to: Logicon, Inc. 3701 Skypark Drive Torrance, California 90505 Telecopier: (310) 373-0844 Attention: E. Benjamin Mitchell, Jr., Esq. with a copy to: O'Melveny & Myers 610 Newport Center Drive Newport, California 92660 Telecopier: (714) 669-6994 Attention: Barton Beek or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. SECTION 7.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. SECTION 7.6. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. SECTION 7.7. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns and, except as provided in Sections 4.12 and 7.2, nothing in this Agreement express or implied is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. SECTION 7.8. Certain Definitions. For the purposes of this Agreement the term: (a) "affiliate" means (except as otherwise provided in Sections 2.19 and 4.14) a person that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with the first-mentioned person; A-34 (b) "business day" means any day other than a day on which the NYSE is closed; (c) "capital stock" means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof; (d) "knowledge" or "known" means, with respect to any matter in question, the actual knowledge of such matter of any executive officer of the Company or Parent, as the case may be; (e) "person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity; and (f) "subsidiary" or "subsidiaries" of the Company, Parent, the Surviving Corporation or any other person means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which the Company, Parent, the Surviving Corporation or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the capital stock the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. SECTION 7.9. Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company or Parent or any officer, director, employee, agent, representative or investor of any party hereto. SECTION 7.10. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Merger, will cause irreparable injury to the other parties, for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder; provided, however, that if a party hereto is entitled to receive any payment or reimbursement of expenses pursuant to Sections 6.3(a), (b) or (c) it shall not be entitled to specific performance to compel the consummation of the Merger. SECTION 7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written. NORTHROP GRUMMAN CORPORATION By: /s/ Albert F. Myers ___________________________________ Name: Albert F. Myers Title: Corporate Vice President and Treasurer LOGICON, INC. By: /s/ John R. Woodhull ___________________________________ Name: John R. Woodhull Title: President and Chief Executive Officer NG ACQUISITION, INC. By: /s/ Albert F. Myers ___________________________________ Name: Albert F. Myers Title: President A-35 EXHIBIT A-1 FORM OF LETTER AGREEMENT WITH COMPANY AFFILIATES May 4, 1997 Northrop Grumman Corporation 1840 Century Park East Los Angeles, California 90067 Dear Sirs: Reference is made to the provisions of the Agreement and Plan of Merger, dated as of May 4, 1997 (together with any amendments thereto, the "Merger Agreement"), among Logicon, Inc., a Delaware corporation (the "Company"), Northrop Grumman Corporation, a Delaware corporation ("Parent"), and NG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition"), pursuant to which Acquisition will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). This letter constitutes the undertakings of the undersigned contemplated by the Merger Agreement. I understand that I may be deemed to be an "affiliate" of the Company, as such term is defined for purposes of Rule 145 ("Rule 145") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and that the transferability of the shares of common stock, par value $1.00 per share, of Parent (including the associated common stock purchase rights, the "Parent Common Stock") which I will receive upon the consummation of the Merger in exchange for my shares of common stock, par value $.01 per share, of the Company (including the associated common stock purchase rights, the "Shares"), or upon exercise of certain options I hold to purchase Shares, is restricted. Nothing herein shall be construed as an admission that I am an affiliate. I hereby represent, warrant and covenant to Parent that: (a) I will not transfer, sell or otherwise dispose of any of the shares of Parent Common Stock except (i) pursuant to an effective registration statement under the Securities Act, or (ii) as permitted by, and in accordance with, Rule 145, if applicable, or another applicable exemption under the Securities Act; and (b) I will not (i) transfer, sell or otherwise dispose of any Shares prior to the Effective Time (as defined in the Merger Agreement) or (ii) sell or otherwise reduce my risk (within the meaning of the Securities and Exchange Commission's Financial Reporting Release No. L, "Codification of Financial Reporting Policies," Section 201.01 [47 F.R. 210281] (May 17, 1982)) with respect to any shares of Parent Common Stock until after such time (the "Delivery Time") as financial results reflecting at least 30 days of post-merger combined operations of Parent and the Company have been published by Parent, except as permitted by Staff Accounting Bulletin No. 76 issued by the Securities and Exchange Commission; and (c) I shall execute and deliver to Gibson, Dunn & Crutcher LLP and O'Melveny & Myers, counsel to Parent and the Company, respectively, a certificate in such form as and at such time or times as may be reasonably requested by such law firms, as the case may be, in connection with such law firms' delivery of their tax opinions with respect to the transactions contemplated by the Merger Agreement; and (d) I have not taken and will not take or agree to take any action that would prevent the Merger from qualifying, or being accounted for, as a pooling-of-interests. I further understand that, in order to make more effective the provisions of the foregoing paragraph, Parent may delay delivery to me of certificates in respect of the shares of Parent Common Stock until the Delivery Time. I hereby acknowledge that except as otherwise provided in the Merger Agreement, Parent is under no obligation to register the sale, transfer, pledge or other disposition of the shares of Parent Common or to take any other action necessary for the purpose of making an exemption from registration available. A-36 I understand that Parent will issue stop transfer instructions to its transfer agents with respect to the shares of Parent Common Stock and that a restrictive legend will be placed on the certificates delivered to me evidencing the shares of Parent Common Stock in substantially the following form: "This certificate and the shares represented hereby have been issued pursuant to a transaction governed by Rule 145 ("Rule 145") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold or otherwise disposed of unless registered under the Securities Act pursuant to a Registration Statement in effect at the time or unless the proposed sale or disposition can be made in compliance with Rule 145 or without registration in reliance on another exemption therefrom. Reference is made to that certain letter agreement dated May 4, 1997 between the Holder and the Issuer, a copy of which is on file in the principal office of the Issuer which contains further restrictions on the transferability of this certificate and the shares represented hereby." Parent agrees to cause this legend to be removed from the certificates delivered to me evidencing the shares of Parent Common Stock promptly after the restrictions on transferability of the shares of Parent Common Stock are no longer applicable and after I surrender such certificates to the transfer agent with a request for such removal. The term Parent Common Stock as used in this letter shall mean and include not only the common stock of Parent as presently constituted, but also any other stock which may be issued in exchange for, in lieu of, or in addition to, all or any part of such Parent Common Stock. I hereby acknowledge that the receipt of this letter by Parent is an inducement and a condition to Parent's obligation to consummate the Merger under the Merger Agreement and that I understand the requirements of this letter and the limitations imposed upon the transfer, sale or other disposition of the Shares and the shares of Parent Common Stock. Very truly yours, [AFFILIATE] ACKNOWLEDGED AND ACCEPTED: NORTHROP GRUMMAN CORPORATION By: ___________________________________ Name: _________________________________ Title: ________________________________ A-37 EXHIBIT A-2 FORM OF LETTER AGREEMENT WITH PARENT AFFILIATES May 4, 1997 Northrop Grumman Corporation 1840 Century Park East Los Angeles, California 90067 Dear Sirs: Reference is made to the provisions of the Agreement and Plan of Merger, dated as of May 4, 1997 (together with any amendments thereto, the "Merger Agreement"), among Logicon, Inc., a Delaware corporation (the "Company"), Northrop Grumman Corporation, a Delaware corporation ("Parent"), and NG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition"), pursuant to which Acquisition will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). This letter constitutes the undertakings of the undersigned contemplated by the Merger Agreement. I hereby represent, warrant and covenant to Parent that: (a) I will not sell or otherwise reduce my risk (within the meaning of the Securities and Exchange Commission's Financial Reporting Release No. L, "Codification of Financial Reporting Policies," Section 201.01 [47 F.R. 210281] (May 17, 1982)) with respect to any shares of common stock, par value $1.00 per share, of Parent ("Parent Common Stock") owned by me until after such time (the "Delivery Time") as financial results reflecting at least 30 days of post-merger combined operations of Parent and the Company have been published by Parent, except as permitted by Staff Accounting Bulletin No. 76 issued by the Securities and Exchange Commission; and (b) I have not taken and will not take or agree to take any action that would prevent the Merger from qualifying, or being accounted for, as a pooling-of-interests. I further understand that Parent shall not be bound by any attempted sale of any Parent Common Stock, and will issue stop transfer instructions to its transfer agents with respect to the shares of Parent Common Stock. The term Parent Common Stock as used in this letter shall mean and include not only the common stock of Parent as presently constituted, but also any other stock which may be issued in exchange for, in lieu of, or in addition to, all or any part of such Parent Common Stock. I hereby acknowledge that the receipt of this letter by Parent is an inducement and a condition to Parent's obligation to consummate the Merger under the Merger Agreement and that I understand the requirements of this letter and the limitations imposed upon the transfer, sale or other disposition of the shares of Parent Common Stock. Very truly yours, [AFFILIATE] ACKNOWLEDGED AND ACCEPTED: NORTHROP GRUMMAN CORPORATION By: ___________________________________ Name: _________________________________ Title: ________________________________ A-38 EXHIBIT B-1 FORM OF REPRESENTATIONS RELATING TO TAX MATTERS OF THE COMPANY 1. As of the Effective Time, the Company will hold at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by it immediately prior to the Merger. For the purpose of determining the percentage of the Company's net and gross assets held immediately prior to the Merger, the following assets will be treated as property immediately prior to the Merger: (i) assets used by the Company to pay stockholders perfecting dissenters' rights or other expenses or liabilities incurred in connection with the Merger and (ii) assets used to make distributions, redemptions or other payments in respect of stock of the Company (except for regular, normal distributions) or in respect of rights to acquire such stock (including payments treated as such for tax purposes) that are made in contemplation of the Merger or that are related thereto; 2. Other than in the ordinary course of business or pursuant to its obligations under the Agreement, the Company has not disposed of any of its assets (including any distribution of assets with respect to, or in redemption of, stock) since January 1, 1997; 3. The Company's principal reasons for participating in the Merger are bona fide business purposes unrelated to taxes; 4. In the Merger, Shares representing "Control" of the Company will be exchanged solely for voting stock of Parent. For purposes of this paragraph, Shares exchanged in the Merger for cash and other property (including, without limitation, cash paid to stockholders of the Company perfecting dissenters' rights or in lieu of fractional shares of Parent Common Stock) will be treated as outstanding Shares on the date of the Merger but not exchanged for shares of Parent Common Stock. As used herein, "Control" shall consist of direct ownership of shares of stock possessing at least eighty percent (80%) of the total combined voting power of shares of all classes of stock entitled to vote and at least eighty percent (80%) of the total number of shares of all other classes of stock of the corporation. For purposes of determining Control, a person shall not be considered to own shares of voting stock if rights to vote such shares (or to restrict or otherwise control the voting of such shares) are held by a third party (including a voting trust) other than an agent of such person; 5. The Company has no outstanding warrants, options, convertible securities or any other type of right to acquire capital stock of the Company (or any other equity interest in the Company) or to vote (or restrict or otherwise control the vote of) shares of the Company's capital stock which, if exercised, would affect Parent's acquisition and retention of Control of the Company; 6. The payment of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained for consideration. The total cash consideration that will be paid in the Merger to the Company stockholders in lieu of fractional shares of Parent Common Stock will not exceed one percent (1%) of the total consideration that will be issued in the Merger to the Company stockholders in exchange for their Shares; 7. The Company has no plan or intention to issue additional shares of capital stock after the Merger, or take any other action, that would result in Parent losing Control of the Company; 8. The Company has no plan or intention to sell or otherwise dispose of any of its assets or of any of the assets acquired from Acquisition in the Merger except for dispositions made in the ordinary course of business or payment of expenses, including payments to stockholders of the Company perfecting dissenters' rights, incurred by the Company pursuant to the Merger and except for transfers of its assets or assets of Acquisition to a corporation controlled by the Company; 9. The fair market value of the Company's assets will, at the Effective Time of the Merger, exceed the aggregate liabilities of the Company plus the amount of liabilities, if any, to which such assets are subject; A-39 10. The fair market value of the shares of Parent Common Stock received by each stockholder of the Company will be approximately equal to the fair market value of the Shares surrendered in exchange therefor and the aggregate consideration received by stockholders of the Company in exchange for their Shares will be approximately equal to the fair market value of all of the outstanding Shares immediately prior to the Merger; 11. The Company is not an "investment company" within the meaning of Sections 368(a)(2)(F)(iii) and (iv) of the Code; 12. The Company is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; 13. There is no plan or intention ("Plan") on the part of the stockholders of the Company who own five percent (5%) or more of the Shares, and to the best knowledge of the management of the Company, there is no Plan on the part of the remaining stockholders of the Company to engage in a sale, exchange, transfer, distribution (including, without limitation, a distribution by a partnership to its partners or by a corporation to its stockholders), pledge, disposition or any other transaction which results in a reduction in the risk of ownership or a direct or indirect disposition (a "Sale") of shares of Parent Common Stock received in the Merger that would reduce ownership by the Company stockholders of Parent Common Stock to a number of shares having a value as of the Effective Time of the Merger of less than fifty percent (50%) of the aggregate fair market value, immediately prior to the Merger, of all outstanding Shares. For purposes of this paragraph, Shares (i) with respect to which a stockholder of the Company receives consideration in the Merger other than shares of Parent Common Stock (including, without limitation, cash received pursuant to the exercise of dissenters' rights or in lieu of fractional shares of Parent Common Stock) and/or (ii) with respect to which a Sale occurs prior to and in contemplation of the Merger, shall be considered outstanding Shares exchanged for shares of Parent Common Stock in the Merger and then disposed of pursuant to a Plan; 14. There is no intercorporate indebtedness existing between Parent and the Company or between Acquisition and the Company that was issued, acquired, or will be settled at a discount as a result of the Merger; 15. None of the compensation received by any shareholder-employees of the Company will be separate consideration for, or allocable to, any of Shares owned by them; none of the shares of Parent Common Stock received by any shareholder-employees of the Company will be separate consideration for, or allocable to, any employment agreement or any covenants not to compete; and the compensation paid to any shareholder-employees of the Company will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's length for similar services; 16. To the best knowledge of the Company, during the past five (5) years, none of the outstanding shares of its capital stock of, including the right to acquire or vote any such shares, have directly or indirectly been owned by Parent; 17. Up to and including the Effective Time, the Company has taken no action that would cause the merger to fail to qualify as a "reorganization" within the meaning of Sections (a)(1)(A) and (a)(2)(E) of the Code. A-40 EXHIBIT B-2 FORM OF REPRESENTATIONS RELATING TO TAX MATTERS OF PARENT AND ACQUISITION 1. Pursuant to the Merger, Acquisition will merge with and into the Company, and the Company will acquire all of the assets and liabilities of Acquisition. Specifically, the assets transferred to the Company pursuant to the Merger will represent at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by Acquisition immediately prior to the Merger. In addition, at least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by the Company immediately prior to the Merger will continue to be held by the Company immediately after the Merger. For the purpose of determining the percentage of the Company's and Acquisition's net and gross assets held by the Company immediately following the Merger, the following assets will be treated as property held by Acquisition or the Company, as the case may be, immediately prior but not subsequent to the Merger: (i) assets used by the Company or Acquisition (other than assets transferred from Parent to Acquisition for such purpose) to pay stockholders perfecting dissenters' rights or other expenses or liabilities incurred in connection with the Merger and (ii) assets used to make distributions, redemptions or other payments in respect of stock of the Company (except for regular, normal distributions) or in respect of rights to acquire such stock (including payments treated as such for tax purposes) that are made in contemplation of the Merger or that are related thereto; 2. Acquisition was formed solely for the purpose of consummating the transactions contemplated by the Agreement and at no time will Acquisition conduct any business activities or other operations, or dispose of any of its assets, other than pursuant to its obligations under the Agreement; 3. Parent's principal reasons for participating in the Merger are bona fide business purposes not related to taxes; 4. No shares of Acquisition (or, following the Effective Time, the Company) have been or will be used as consideration or issued to stockholders of the Company pursuant to the Merger; 5. Prior to and at the Effective Time, Parent will be in "Control" of Acquisition. As used herein, "Control" shall consist of direct ownership of shares of stock possessing at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote and at least eighty percent (80%) of the total number of shares of all other classes of stock of the corporation. For purposes of determining Control, a person shall not be considered to own shares of voting stock if rights to vote such shares (or to restrict or otherwise control the voting of such shares) are held by a third party (including a voting trust) other than an agent of such person; 6. In the Merger, Shares representing Control of the Company will be exchanged solely for shares of voting stock of Parent. For purposes of this paragraph, Shares exchanged in the Merger for cash and other property (including, without limitation, cash paid to shareholders of the Company perfecting dissenters' rights or in lieu of fractional shares of Parent Common Stock) will be treated as Shares outstanding on the date of the Merger but not exchanged for shares of voting stock of Parent. Parent has no plan or intention to cause the Company to issue additional Shares after the Merger, or take any other action, that would result in Parent losing Control of the Company; 7. The payment of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained for consideration. The total cash consideration that will be paid in the Merger to the Company stockholders in lieu of fractional shares of Parent Common Stock will not exceed one percent (1%) of the total consideration that will be issued in the Merger to the Company stockholders in exchange for their Shares; 8. Parent has no plan or intention to reacquire any of its stock issued pursuant to the Merger; A-41 9. Parent has no plan or intention to liquidate the Company; to merge the Company with or into another corporation; to sell, distribute or otherwise dispose of the stock of the Company, including by means of a spinoff; to spin- off any other Subsidiary of Parent; or to cause the Company to sell or otherwise dispose of any of its assets, including by means of a spin-off, or of any assets acquired from Acquisition, except for dispositions made in the ordinary course of business or payment of expenses, including payments to stockholders of the Company perfecting dissenters' rights, incurred by the Company pursuant to the Merger and except for transfers of stock of the Company to a corporation controlled by Parent or of assets of the Company or Acquisition to a corporation controlled by the Company; 10. In the Merger, Acquisition will have no liabilities assumed by the Company and will not transfer to the Company any assets subject to liabilities, except to the extent incurred in connection with the transactions contemplated by the Agreement; 11. During the past five (5) years, none of the outstanding shares of Company capital stock, including the right to acquire or vote any such shares, have directly or indirectly been owned by Parent; 12. Neither Parent nor Acquisition is an "investment company" within the meaning of Sections 368(a)(2)(F)(iii) and (iv) of the Code; 13. Neither Parent nor Acquisition is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; 14. The liabilities of Acquisition assumed by the Company and the liabilities to which the transferred assets of Acquisition are subject were incurred by Acquisition in the ordinary course of its business; 15. The fair market value of the Parent Common Stock received by each stockholder of the Company will be approximately equal to the fair market value of the Shares surrendered in exchange therefor, and the aggregate consideration received by stockholders of the Company in exchange for their Shares will be approximately equal to the fair market value of all of the outstanding Shares immediately prior to the Merger; 16. Acquisition, Parent, the Company and the stockholders of the Company will each pay separately its or their own expenses relating to the Merger; 17. There is no intercorporate indebtedness existing between Parent and the Company or between Acquisition and the Company that was issued, acquired or will be settled at a discount as a result of the Merger; 18. Any amounts paid with respect to dissenting Shares of the Company will be paid by the Company solely from the Company's pre-Merger assets and without reimbursement therefor by Parent or Acquisition; 19. Other than as specifically provided in this Agreement, Parent will not reimburse any stockholder of the Company for the Company's capital stock such stockholder may have purchased or for other obligations such stockholder may have incurred; 20. Parent and Acquisition shall (and, following the Effective Time, Parent shall cause the Company to) take no action with respect to the capital stock, assets or liabilities of the Company that would cause the Merger to fail to qualify as a "reorganization" within the meaning of Sections 368(a)(1)(A) and (a)(2)(E) of the Code. Without limitation on the foregoing, following the Effective Time, Parent shall cause the Company to either continue the historic business of the Company or use a significant portion the Company's historic business assets in a business. A-42 EXHIBIT C MATTERS TO BE COVERED BY OPINION OF TAX COUNSEL TO THE COMPANY (i) The Merger will constitute a reorganization within the meaning of section 368(a) of the Code, and Parent, the Company and Acquisition will each be a party to the reorganization within the meaning of section 368(b) of the Code; (ii) No gain or loss will be recognized by the holders of Shares upon the receipt of shares of Parent Common Stock in exchange for such Shares, except that a stockholder who receives cash in lieu of a fractional share interest in Parent Common Stock will recognize gain or loss equal to the difference between such cash and the basis allocated to the fractional share interest; (iii) The basis of the shares of Parent Common Stock received by a holder of Shares (including any fractional share interest treated as received) will be the same as the basis of the shares of Shares exchanged therefor; and (iv) The holding period of the shares of Parent Common Stock received by a holder of Company Shares (including any fractional share interest treated as received) will include the holding period of the shares of Shares exchanged therefor, provided the Shares were held as a capital asset at the Effective Time. A-43 EXHIBIT D MATTERS TO BE COVERED BY OPINION OF LEGAL COUNSEL TO THE COMPANY (i) The execution and delivery of the Agreement by the Company and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Company Board and the holders of a majority of the outstanding Shares and no other corporate proceedings on the part of the Company are necessary to authorize the Agreement or to consummate the transactions contemplated thereby; (ii) The Company has all requisite corporate power and authority to execute and deliver the Agreement and to consummate the transactions contemplated thereby; (iii) The Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; (iv) Neither the execution, delivery and performance of the Agreement by the Company nor the consummation by the Company of the transactions contemplated thereby will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or bylaws (or similar governing documents) of the Company or any of its subsidiaries, (b) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for such matters as would not have a Material Adverse Effect on the Company or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; (v) No filing with or notice to and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except (a) for such filings, notifications, permits, authorizations, consent or approvals as have already been made, given or obtained, (b) for filing of the Merger Certificate in accordance with the DGCL and (c) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the Company. A-44 EXHIBIT E MATTERS TO BE COVERED BY OPINION OF TAX COUNSEL TO PARENT (i) The Merger will constitute a reorganization within the meaning of section 368(a) of the Code, and Parent, the Company and Acquisition will each be a party to the reorganization within the meaning of section 368(b) of the Code; (ii) No gain or loss will be recognized by Acquisition upon the transfer of its assets to the Company pursuant to the Merger; (iii) No gain or loss will be recognized by Parent upon the issuance of Parent Common Stock pursuant to the Merger. A-45 EXHIBIT F MATTERS TO BE COVERED BY LEGAL COUNSEL TO PARENT AND ACQUISITION (i) The execution and delivery of the Agreement by each of Parent and Acquisition and the consummation of the transactions contemplated thereby have been duly and validly authorized by the boards of directors of Parent and Acquisition and by Parent as the sole stockholder of Acquisition and no other corporate proceedings on the part of Parent or Acquisition are necessary to authorize the Agreement or to consummate the transactions contemplated thereby; (ii) Each of Parent and Acquisition has all requisite corporate power and authority to execute and deliver the Agreement and to consummate the transactions contemplated thereby; (iii) The Agreement has been duly and validly executed and delivered by each of Parent and Acquisition and constitutes a valid and binding agreement of Parent and Acquisition, enforceable against each of Parent and Acquisition in accordance with its terms; (iv) Neither the execution, delivery and performance of the Agreement by Parent and Acquisition nor the consummation by Parent and Acquisition of the transactions contemplated thereby will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition or any of Parent's other subsidiaries, (b) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for such matters as would not have a Material Adverse Effect or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent or Acquisition or any of Parent's other subsidiaries or any of their respective properties or assets; (v) No filing with or notice to and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent and Acquisition of this Agreement or the consummation by Parent and Acquisition of the transactions contemplated hereby, except (a) for such filings, notifications, permits, authorizations, consent or approvals as have already been made, given or obtained, (b) for filing of the Merger Certificate in accordance with the DGCL and (c) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent. A-46 EX-11 3 COMPUTATION OF EARNINGS PER SHARE Exhibit 11 LOGICON, INC. COMPUTATION OF EARNINGS PER SHARE Earnings per share of common stock including common stock equivalents, have been computed based on the following weighted average number of shares:
For the Year Ended March 31 ------------------------------------- 1997 1996 1995* ---------- ---------- ----------- Average number of shares 13,958,000 13,763,000 13,672,000 outstanding during the year Net additional shares issuable in connection with dilutive stock options based upon use of the treasury stock method based on average market prices 314,000 446,000 532,000 ---------- ---------- ---------- Average number of common shares, including common stock equivalents 14,272,000 14,209,000 14,204,000 ========== ========== ==========
* Earnings per share have been restated to reflect a 100% stock split effective on September 13, 1995. Fully diluted earnings per share of common stock are omitted because there is less than 3 percent dilution in any year. EX-21 4 SUBSIDIARIES OF THE REGISTRANT Exhibit 21 LOGICON, INC. SUBSIDIARIES OF THE REGISTRANT
Country or State Subsidiary (name under which subsidiary does business): of Incorporation - ----------------------------------------------------- ---------------- Geodynamics Services Corporation Colorado Logicon Eagle Technology, Inc. Delaware Logicon Geodynamics, Inc. California Logicon R & D Associates California Logicon Syscon, Inc. District of Columbia Logicon Syscon Services, Inc. District of Columbia Logicon Technical Services, Inc. California Logicon Ultrasystems, Inc. Delaware Syscon BVI, LTD British Virgin Islands Syscon Saudi Arabia, LTD Kingdom of Saudi Arabia
EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K, FY 1997 FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000311946 LOGICON, INC. 1,000 YEAR MAR-31-1997 MAR-31-1997 78,455 0 97,126 0 0 186,023 41,183 31,655 230,628 67,317 0 0 0 1,399 161,912 230,628 562,900 566,390 464,383 510,716 0 0 0 55,674 22,996 32,678 0 0 0 32,678 2.29 2.29
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