-----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, BjaG9DjZMrK/MdbEyYiYGNS1MJfWYzhGZAylxH67XxHdxPZ9cUBhsaAA3/7Xw+pK PfLG0MGwvBvy3TXEEHpQPQ== 0000898430-95-001991.txt : 19951011 0000898430-95-001991.hdr.sgml : 19951011 ACCESSION NUMBER: 0000898430-95-001991 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950903 FILED AS OF DATE: 19951010 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEASUREX CORP /DE/ CENTRAL INDEX KEY: 0000751190 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 941658697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08770 FILM NUMBER: 95579567 BUSINESS ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4082551500 MAIL ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 3, 1995. [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ____________________ . Commission File Number 1-8700 M E A S U R E X C O R P O R A T I O N ---------------------------------------- (Exact name of Registrant as specified in its charter) ------------------------------------------------------ DELAWARE 94-1658697 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 255-1500 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name, former address & former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock outstanding at September 3, 1995: 15,587,631 (1) Excludes common stock held in treasury. This document contains 13 pages, with the Exhibit Index located on pages 11 to 12. 1 Part I. Financial Information Item 1. Financial Statements MEASUREX CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollar amounts in thousands except per share data)
Three Months Ended Nine Months Ended ------------------------------ ----------------------------------- September 3, August 28, September 3, August 28, 1995 1994 1995 1994 - ---------------------------------------------------------------------------------------------------------- Revenues: Systems $62,016 $39,542 $157,632 $113,642 Service and other 29,627 26,112 84,433 76,235 ------- ------- -------- -------- Total revenues 91,643 65,654 242,065 189,877 ------- ------- -------- -------- Operating costs and expenses: Systems 36,707 25,439 96,104 72,659 Service and other 18,377 16,541 53,028 47,899 Product development 4,749 4,985 14,056 14,929 Selling and administrative 19,823 15,681 55,717 46,886 ------- ------- -------- -------- Total operating costs and expenses 79,656 62,646 218,905 182,373 ------- ------- -------- -------- Earnings from operations 11,987 3,008 23,160 7,504 Other income (expense): Interest expense (856) (331) (2,167) (997) Interest income and other, net 1,728 1,484 5,053 4,155 ------- ------- -------- -------- Total other income, net 872 1,153 2,886 3,158 ------- ------- -------- -------- Income before income taxes and cumulative effect of accounting change 12,859 4,161 26,046 10,662 Provision for income taxes 4,374 1,623 8,856 4,158 ------- ------- -------- -------- Income before cumulative effect of accounting change 8,485 2,538 17,190 6,504 Cumulative effect of accounting change - - - 524 ------- ------- -------- -------- Net income $ 8,485 $ 2,538 $ 17,190 $ 7,028 ======= ======= ======== ======== Net income per share: Income before cumulative effect of accounting change $ .51 $ .14 $ 1.01 $ .36 Cumulative effect of accounting change - - - .03 ------- ------- -------- -------- Net income per share $ .51 $ .14 $ 1.01 $ .39 ======= ======= ======== ======== Dividends per share $ .11 $ .11 $ .33 $ .33 ======= ======= ======== ======== Average number of common and common equivalent shares (in thousands) 16,625 18,103 17,015 18,098 ======= ======= ======== ========
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 MEASUREX CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollar amounts in thousands)
September 3, November 27, 1995 1994 - ---------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 45,958 $ 82,254 Short-term investments 1,402 27,030 Accounts receivable 84,155 61,583 Inventories 32,070 24,685 Prepaid expenses and other 13,260 11,957 -------- -------- Total current assets 176,845 207,509 -------- -------- Contracts receivable 37,103 32,139 Service parts, net 12,726 12,286 Property, plant and equipment, net 48,918 49,655 Other assets 19,690 18,234 -------- -------- Total assets $295,282 $319,823 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,429 $ 4,387 Short-term debt - 4,063 Accounts payable 7,214 5,989 Accrued expenses 76,507 65,686 Income taxes payable 5,724 3,848 -------- -------- Total current liabilities 93,874 83,973 -------- -------- Long-term debt 39,754 12,167 Deferred income taxes 6,127 6,500 -------- -------- Total liabilities 139,755 102,640 -------- -------- Shareholders' equity 155,527 217,183 -------- -------- Total liabilities and shareholders' equity $295,282 $319,823 ======== ========
The accompanying notes are an integral part of the consolidated condensed financial statements. 3 MEASUREX CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollar amounts in thousands)
Nine Months Ended ---------------------------- September 3, August 28, 1995 1994 - ----------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by operating activities 5,648 575 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of held-to-maturity securities (3,202) (73,724) Sale of available-for-sale securities 11,255 34,339 Maturities of held-to-maturity securities 17,522 51,285 Acquisition of property, plant and equipment (5,836) (5,044) Acquisition of technology (3,380) - Capitalized software (1,349) (2,307) -------- -------- Net cash provided by investing activities 15,010 4,549 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Additions to short-term debt - 4,063 Payment of short-term debt (4,063) - Additions to long-term debt 47,117 - Payment of long-term debt (20,275) (3,665) Dividends (5,269) (5,908) Stock issued under employee stock purchase and stock option plans 22,745 1,929 Payment for treasury stock (97,271) - -------- -------- Net cash used in financing activities (57,016) (3,581) -------- -------- Effect of exchange rate fluctuations on cash and cash equivalents 62 (231) -------- -------- Net (decrease) increase in cash and cash equivalents (36,296) 1,312 Cash and cash equivalents at beginning of period 82,254 76,040 -------- -------- Cash and cash equivalents at end of period $ 45,958 $ 77,352 ======== ======== SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Note exchanged for intangible assets $ 700 $ -
The accompanying notes are an integral part of the consolidated condensed financial statements. 4 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) __________________________________________________________ NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated condensed financial statements have been prepared in accordance with SEC requirements for interim financial statements. They, therefore, do not include all the disclosures which are presented in the Measurex Corporation ("the Company") Annual Report on Form 10-K. It is suggested that the financial statements be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K. The information furnished reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for the fair statement of financial position, results of operations and cash flows for the interim period. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full year. Consolidation The consolidated condensed financial statements include the accounts of all subsidiaries after elimination of intercompany balances and transactions. Net Income per Share Net income per share is computed based on the weighted average number of common shares outstanding during the period adjusted to reflect the assumed exercise of outstanding stock options to the extent these had a dilutive effect on the computation. Fiscal Year The Company uses a 52-53 week fiscal year. Fiscal 1995 is a 53 week year and fiscal 1994 is a 52 week year. The extra week in 1995 is accounted for in the first quarter. 5 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued) (Unaudited) __________________________________________________________ NOTE 2. INVENTORIES Inventories consist of the following:
(in thousands) September 3, November 27, 1995 1994 ------------ ------------ Purchased parts and components $14,166 $12,417 Work in process 11,363 7,724 Finished subassemblies and systems 6,541 4,544 ------- ------- $32,070 $24,685 ======= =======
- -------------------------------------------------------------------- NOTE 3. LINES OF CREDIT AND DEBT On September 3, 1995, the Company had two unsecured bank line of credit agreements that provide for unsecured borrowings up to $95 million. The lines of credit include a $20 million revolving credit agreement that provides for variable interest rate borrowings based on the London Interbank Offer Rate (LIBOR) and a $75 million multicurrency credit agreement with a group of banks providing borrowings at variable interest rates including a base rate borrowing, an offshore rate borrowing and local currency rate borrowing. The agreements expire July 1996 and February 1998, respectively. There was $64 million available in connection with these agreements at September 3, 1995, of which $9 million was committed to letters of credit. The Company also has a 5.35% five-year unsecured term loan agreement with a bank. Interest is payable quarterly, with principal payable in equal quarterly installments of $1.0 million through June 1998. These agreements contain certain covenants regarding working capital, indebtedness and tangible net worth. The Company was in compliance with all covenants at September 3, 1995. Debt consists of the following:
(In thousands) September 3, November 27, 1995 1994 ------------ ------------ Bank credit agreements $31,136 $ 4,063 Term loan 11,000 15,000 Other borrowing 2,047 1,554 ------- ------- 44,183 20,617 Less amount due within one year 4,429 8,450 ------- ------- $39,754 $12,167 ======= ======= - ----------------------------------------------------------------
NOTE 4. COMMITMENTS AND CONTINGENCIES The Company is subject to legal proceedings and claims that arise in the normal course of its business. In the opinion of management, these proceedings will not have a material adverse effect on the financial position and results of operations of the Company. ________________________________________________________________________________ 6 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued) (Unaudited) __________________________________________________________ NOTE 5. EXIT AND RESTRUCTURING COSTS In the fourth quarter of 1994, the Company recorded a $6.4 million charge for exit costs relating to a restructuring plan. This plan included establishment of a cross-functional team organization for Cupertino and Ireland operations as well as consolidation of some other facilities and organizations. Of the $6.4 million, $4.9 million has been utilized through September 3, 1995. ________________________________________________________________________________ NOTE 6. SUBSEQUENT EVENT On September 16, 1995, the Company signed a definitive agreement to acquire Data Measurement Corporation (DMC). DMC, located in Gaithersburg, Md., is a leading manufacturer of measurement systems for the steel industry with revenue in 1994 of $24 million. Approval of the merger will be voted on by DMC shareholders in early fiscal year 1996. DMC will operate as a subsidiary, and as part of the Company's Industrial Systems Division, with manufacturing, engineering, product marketing and sales support continuing at DMC's facilities. The Company will pay approximately $30 million to acquire all of the outstanding stock and other securities of DMC, with common stockholders receiving $18.625 per share. 7 MEASUREX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- In the nine months ended September 3, 1995, the Company generated $5.6 million of cash from operating activities. $29.8 million generated by net income after adjustments for non-cash items was substantially offset by increases in working capital of $24.2 million. Accounts and contracts receivable increased $26.8 million, net of foreign exchange impact, as a result of higher revenue, shipments occurring late in the quarter and the Company's ongoing leasing program. Inventory and service parts increased $10.0 million, net of foreign exchange impact, partly to support the higher revenue level and also several large shipments to be delivered early in the fourth quarter increased third quarter work in process. Offsetting these increases was an $11.3 million, net of foreign exchange impact, increase in accounts payable and accrued expenses, including an increase of $8.9 million in customer deposits reflecting the high level of orders. Cash of $15.0 million was generated from investing activities. The Company sold its available-for-sale securities for $11.3 million and reduced its holding in held-to-maturity securities by $17.5 million. During the first nine months of the fiscal year, $5.8 million was spent in acquiring property, plant and equipment. This is consistent with recent capital expenditure patterns. No major facilities expansions are planned for the balance of fiscal year 1995. On December 14, 1994, the Company acquired the Webart Division of The Ohmart Corporation, and its family of on-line measurement and control systems for $3.4 million in cash and a $0.7 million note payable. Cash used in financing activities was $57.0 million. On June 22, 1995, the Company bought back approximately 1.6 million shares of its stock, held by Harnischfeger Industries, Inc. This repurchase, combined with the Company's repurchase of approximately 2 million shares of its stock on December 29, 1994, reduced Harnischfeger's holdings of the Company's stock from 20% at November 27, 1994 to zero. The total value of the transactions was $96.0 million. Offsetting the cash outflow for this transaction and $5.3 million for dividends, the Company received $22.7 million cash in connection with its employee stock purchase plan and stock options exercised and increased its debt by $47.1 million. The Company was in compliance with all loan convenants as of September 3, 1995. As a result of the above activities, and excluding exchange rate fluctuations, the Company's cash and cash equivalents decreased $36.3 million compared to year-end 1994. The Company's current ratio (current assets divided by current liabilities) was approximately 1.9 at the end of the third quarter of 1995 compared to 2.5 at fiscal year-end 1994. The debt to capitalization ratio was 22% as of September 3, 1995, compared to 9% at fiscal year-end 1994. As of September 3, 1995, the Company's principal source of liquidity included cash, cash equivalents and short-term investments of $47.4 million and unsecured revolving bank lines of credit of $64 million of which $9 million was committed to letters of credit. On September 16, 1995, the Company signed a definitive agreement to acquire Data Measurement Corporation (DMC). DMC is a leading manufacturer of measurement systems for the steel industry with revenue in 1994 of $24 million. Approval of the merger will be voted on by DMC shareholders in early fiscal year 1996. The Company will pay approximately $30 million to acquire all of the outstanding stock and other securities of DMC, with common stockholders receiving $18.625 per share. The Company believes that its financial resources will provide adequate flexibility to fund the Company's operating needs, capital expenditures and cash dividends during the next 12 months. 8 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS (CONT.) - ------------------ RESULTS OF OPERATIONS - ---------------------- System orders in the third quarter of 1995 were $58 million which represented a 53% increase from the $38 million booked in the third quarter of 1994. This was the highest third quarter order total in the Company's history. For the first three quarters of 1995, orders were $188 million, a 74% increase from the 1994 three quarter total of $108 million. This growth reflects the rebound from the recession in the industries served by the Company, and the Company's ongoing focus on the industrial systems business. The industry and geographic breakdown of orders is as follows:
$M $M ------------------------- ------------------------- Three Months Ended Nine Months Ended ------------------------- ------------------------- September 3, August 28, September 3, August 28, 1995 1994 1995 1994 ------------ ---------- ------------ ---------- US 21.0 12.0 74.0 45.0 Europe 16.0 8.0 55.0 30.0 Rest of World 21.0 18.0 59.0 33.0 -------- -------- -------- ------- Total 58.0 38.0 188.0 108.0 -------- -------- -------- ------- Pulp and Paper 50.0 35.0 163.0 95.0 Industrial Systems 8.0 3.0 25.0 13.0 -------- -------- -------- ------- Total 58.0 38.0 188.0 108.0 -------- -------- -------- -------
System backlog at the end of the third quarter of 1995 was $124 million, up from $83 million at the end of the third quarter of 1994 and down slightly from $129 million at the end of the second quarter of 1995. System revenue for the third quarter of 1995 was 27% higher than the second quarter of 1995. Compared to 1994, third quarter system revenue was 57% higher, and for the nine months ended September 3, 1995 was 39% higher than the comparable 1994 period. The increase in all cases was the result of the higher orders achieved in the past four quarters. Service revenue increased 13% for the third quarter of 1995, and 11% for the nine months ended September 3, 1995 over the comparable periods in 1994. Increases in revenue for incremental labor services, foreign currency movements and additional spares revenue account for the increase. System margins for the third quarter of 1995 were 41% compared to 40% in second quarter of 1995 and 36% in the third quarter of 1994. For the nine months ended September 3, 1995, margins were 39% compared to 36% in the comparable period in 1994. This improvement resulted from the Company's ability to achieve better utilization of existing capacity and fixed overhead, a favorable product mix with higher margin products and features being sold, and in the third quarter of 1995, better pricing. Service margins for the third quarter of 1995 were 38%, unchanged from the second quarter of 1995 and up from 37% in the third quarter of 1994. For the nine months ended September 3, 1995, the service margin was 37%, unchanged from the prior year. Product development expense in the third quarter of 1995 and for the nine months ended September 3, 1995 was 5% and 6% below the same periods in 1994, respectively. This reflected savings achieved from the restructuring that took place in the fourth quarter of 1994. Selling and administrative expense for the third quarter of 1995 increased 26% compared to the third quarter of 1994. The increase for the nine months ended September 3, 1995 was 19% over the comparable 1994 period. Approximately half the increase is the result of sales commissions, profit sharing and bonuses consistent with the increase in sales and profitability. In addition, stronger foreign currencies, increased travel 9 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS (CONT.) - ------------------ RESULTS OF OPERATIONS (CONT) - ---------------------------- and the cost of additional sales personnel, the acquisition of the Webart division, resulted in higher expenses compared to the comparable periods in 1994. As a result of these changes, earnings from operations for the third quarter of 1995 increased 299% to $12 million from $3 million in 1994. For the nine months ended September 3, 1995, earnings from operations were $23 million, a 209% increase from 1994. Interest expense increased as a result of higher debt levels associated with the buy-back of approximately 3.6 million shares in the first and second quarters. Interest income is higher because 1994 was unfavorably impacted by a write-down in the value of securities available-for-sale ($0.4 million in the third quarter of 1994 and $0.8 million for the nine months of 1994). Higher interest rates and increases in the interest income stream from contracts receivable essentially offset the impact of lower cash balances compared to 1994. The effective tax rate for both the third quarter of 1995 and the first nine months was 34%. This compares to 39% in 1994. The lower rate results from changes in the geographic mix of earnings and the return to profitability in 1995 of several subsidiaries for which no tax benefit for losses could be taken in 1994. Net income for the third quarter of 1995 was $8.5 million, a 234% increase over 1994, and for the nine months was $17.2 million, a 145% increase over 1994. Earnings per share for the quarter increased from $0.14 in 1994 to $0.51 in 1995 and for the nine months from $0.39 to $1.01. 10 MEASUREX CORPORATION PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits
Exhibit Number Exhibit Title ------- -------------------------------------------------------- 2.1 Copy of the Agreement and Plan of Reorganization dated September 16, 1995 among Measurex and Data Measurement Corporation (incorporated by reference from Exhibit 2.1 on Form 8-K filed with the SEC on September 25, 1995). 10.1 Copy of Registrant's Employee's Stock Option Plan (1981) (incorporated by reference from Exhibit 28.1 to Post Effective Amendment No. 2 to Registration Statement No. 33-22589, filed with the SEC on June 25, 1990) 10.2 Copy of Registrant's Employee's Stock Option Plan (1993) (incorporated by reference from Form S-8 Registration Statement No. 33-65762 filed with the SEC on July 8, 1993) 10.3 Copy of Registrant's Management Incentive Plan (incorporated by reference from Exhibit 10.8 on page 24 of Report on Form 10-K for the fiscal year ended November 30, 1986) 10.4 Copy of Registrant's Employee Stock Purchase Plan, amended and restated effective December 14, 1993 (incorporated by reference from Exhibit 10.4 on page 21 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.5 Copy of Registrant's Affiliation Agreement dated as of May 30, 1990, between Measurex Corporation and Harnischfeger Industries, Inc. (incorporated by reference from Exhibit 4.1 to Form 8-K filed with the SEC on June 12, 1990) 10.6 Copy of Repurchase Agreement dated December 29, 1994 (which contains certain amendments to the Affiliation Agreement referred to in Exhibit 10.5) (incorporated by reference from Exhibit 10.6 on page 21 of Report of Form 10-K for fiscal year ended November 27, 1994. 10.7 Copy of Registrant's Joint Marketing, Sales and Development Agreement dated May 30, 1990 between Measurex Corporation and Beloit Corporation (incorporated by reference from Exhibit 10.1 to Form 8-K filed with the SEC on June 12, 1990). 10.8 Copy of Registrant's Joint Marketing, Sales and Development Agreement dated February 12, 1991 between Measurex Corporation and Enertec (incorporated by reference from Exhibit 10.8 on page 33 of Report on Form 10-K for the fiscal year ended December 1, 1991). 10.9 Copy of Registrant's Joint Marketing, Sales and Development Agreement dated February 28, 1991 between Measurex Corporation and Mitsubishi Heavy Industries, Ltd. (incorporated by reference from Exhibit 10.9 on page 34 of Report on Form 10-K for the fiscal year ended December 1, 1991). 10.10 Copy of Term Loan Agreement dated as of May 21, 1993, between Measurex Corporation and the Bank of New York (incorporated by reference from Exhibit 10 on Form 10-Q for the period ended May 30, 1993). 10.11 Copy of Amendment dated as of February 10, 1995, to Term Loan Agreement referred to in Exhibit 10.10 (incorporated by reference from Exhibit 10.11 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.12 Copy of Credit Agreement dated as of July 22, 1993, between Measurex Corporation and ABN Amro Bank N.V., San Francisco International Branch and/or Cayman Islands Branch (incorporated by reference from Exhibit 10.11 on Form 10-Q for the period ended August 28, 1994). 10.13 Copy of First Amendment dated as of July 8, 1994 to Credit Agreement referred to in Exhibit 10.12. (incorporated by reference from Exhibit 10.13 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994).
11 10.14 Copy of Second Amendment dated as of December 29, 1994 to Credit Agreement referred to in Exhibit 10.12 (incorporated by reference from Exhibit 10.14 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994).
MEASUREX CORPORATION PART II. OTHER INFORMATION (continued) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED) -------------------------------- (a) Exhibits
Exhibit Number Exhibit Title ------- -------------------------------------------------------- 10.15 Copy of Third Amendment dated as of February 10, 1995 to Credit Agreement referred to in Exhibit 10.11. (incorporated by reference from Exhibit 10.15 on page 22 on Form 10-K for fiscal year ended November 27, 1994). 10.16 Copy of Credit Agreement dated as of February 10, 1995 among Measurex Corporation, Bank of America National Trust and Savings Association, as Agent, and the other financial institutions party hereto (incorporated by reference from Exhibit 10.16 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.17 Copy of Registrant's Stock Option Agreement (Special Acceleration Grant) dated as of December 14, 1993 (incorporated by reference from Exhibit 10.10 on page 45 of Report on Form 10-K for the fiscal year ended November 25, 1993). 10.18 Copy of First Amendment dated June 21, 1995 to Credit Agreement referred to on Exhibit 10.16. (incorporated by reference from Exhibit 10.18 on Form 10-Q for period ended June 4, 1995). 10.19 Copy of Stock Repurchase Agreement and Amendment to Joint Marketing Sales and Development Agreement dated June 22, 1995 among Measurex, Harnischfeger, HIHC and Beloit Corporation (incorporated by reference from Exhibit 2.1 on Form 8-K filed with the SEC on July 6, 1995). 10.20 Copy of Letter Agreement for a special severance benefit program for key executives dated May 15, 1995. 11.0 Computation of Net Income per Share of Common Stock of the Registrant. 27.0 Financial Data Schedule
Other exhibits have not been filed because conditions requiring filing do not exist. (b) Reports on Form 8-K The Company filed a Report on Form 8-K dated September 16, 1995 in which the Company reported that it had entered into an agreement to acquire Data Measurement Corporation (DMC). The Company would pay approximately $30 million to acquire all of the outstanding stock and other securities of DMC, with common stockholders receiving $18.625 per share. 12 MEASUREX CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Measurex Corporation ------------------------------------- (Registrant) Date: October 10, 1995 By: /s/ Robert McAdams, Jr. ------------------------------- Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 13 EX-10.20 2 SEVERANCE PROGRAM EXHIBIT 10.20 May 15, 1995 Dear : We are pleased to inform you that the Board of Directors (the "Board") of Measurex Corporation ("Measurex" or the "Company") has recently authorized and approved a special severance benefit program for you and other key executives. The purpose of this letter agreement is to set forth the terms and conditions of your benefit package and to explain the limitations which will govern the overall value of your benefits. Your severance benefits will become payable in the event your employment terminates within a specified time period following certain changes in ownership or control of the Company. To understand the full scope of your severance benefits, you should familiarize yourself with the definitional provisions of Paragraph 1 of this letter. The benefits comprising your severance package are detailed in Paragraph 2, and the dollar limitations on the overall value of your benefit package are specified in Paragraph 3. The remaining paragraphs deal with ancillary matters affecting your severance arrangement. 1. DEFINITIONS. For purposes of your severance benefits under this letter agreement, the following definitions will be in effect: Actual Average Compensation means your average W-2 wages and other --------------------------- compensation received from Measurex for the five (5) calendar years (or such fewer number of actual calendar years of employment with Measurex) completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages or other compensation for a partial year of employment with Measurex will be annualized, in accordance with the frequency with which such wages are paid during such partial year, before inclusion within your Actual Average Compensation. Should your employment with Measurex commence in the calendar year in which the Change in Control is effected, then your Actual Average Compensation will be equal in amount to your rate of base salary in effect for that year plus all other items of compensation received from Measurex for such year. If any of your compensation from Measurex during such five (5)- year or shorter period was not included in your W-2 wages for U.S. income tax purposes, either because you were not a U.S. citizen or resident or because such compensation was excludible from income as foreign earned income under Code Section 911 or as pre-tax income under Code Section 125 or 402(g), then such compensation will nevertheless be included in your Actual Average Compensation to the same extent as if it were part of your W-2 wages. Change in Control means: ----------------- (i) the successful acquisition by a person or a group of related persons, other than the Company or a person controlling, controlled by or under common control with the Company, of beneficial ownership (as determined pursuant to the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of fifty percent (50%) or more of the Company's outstanding voting securities pursuant to a transaction or series of related transactions which the Board does not at any time recommend the Company's shareholders to accept or approve, (ii) the first date within any period of thirty-six (36) consecutive months or less on which there is effected a change in the composition of the Measurex Board such that a majority of the Board ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (I) have been members of the Measurex Board continuously since the beginning of such period or (II) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (I) who were still in office at the time such election or nomination was approved by the Board, (iii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the State in which the Company is incorporated, (iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company in complete liquidation or dissolution of the Company, (v) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger, or (vi) the issuance by the Company of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's 2 outstanding securities (determined after such issuance) in a single transaction or a series of related transactions. Code means the Internal Revenue Code of 1986, as periodically amended. ---- Common Stock means the Company's common stock. ------------ Fair Market Value means, with respect to any shares of Common Stock ----------------- subject to any Severance-Accelerated Option or Acquisition-Accelerated Option, the value per share determined by averaging the lowest and highest selling prices per share of Common Stock on the date in question on the principal exchange on which the Common Stock is then listed or admitted to trading, as such prices are officially quoted by the composite tape of transactions on such exchange. If there are no reported sales of Common Stock on the principal exchange on such date, then the average of the lowest and highest selling prices on such exchange on the next preceding day for which there do exist such quotations shall be determinative of Fair Market Value. Involuntary Termination means the termination of your employment with ----------------------- Measurex: - involuntarily upon your discharge or dismissal, or - voluntarily or involuntarily following (I) a change in your position with the Company which materially reduces your level of responsibility, (II) a reduction in your level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (III) a change in your place of employment which is more than fifty (50) miles from your place of employment prior to the Change in Control, provided and only if such change or reduction is -------------------- effected without your written concurrence. Option means any option granted to you under the Plan which is ------ outstanding at the time of either the Change in Control or your subsequent Involuntary Termination. Your Options will be divided into two (2) separate categories as follows: Acquisition-Accelerated Options: any outstanding Option (or ------------------------------- installment thereof) which accelerates, pursuant to the automatic acceleration provisions of the agreement evidencing that Option, upon a change in control or ownership of the Company under certain specified circumstances. 3 Severance-Accelerated Options: any outstanding Option (or ----------------------------- installment thereof) which accelerates upon your Involuntary Termination pursuant to Paragraph 2(a) of this letter agreement. Option Parachute Payment means, with respect to any Acquisition- ------------------------ Accelerated Option or any Severance-Accelerated Option, the portion of that Option deemed to be a parachute payment under Code Section 280G and the Treasury Regulations issued thereunder. The portion of such Option which is categorized as an Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of your obligation to remain in the employ of Measurex as a condition to the vesting of the accelerated installment. In no event, however, shall the Option Parachute Payment attributable to any Acquisition-Accelerated Option or Severance-Accelerated Option (or accelerated installment) exceed the spread (the excess of the Fair Market Value of the accelerated option shares over the option exercise price payable for those shares) existing at the time of acceleration. Other Parachute Payment means any payment in the nature of ----------------------- compensation (other than the benefits to which you become entitled under Paragraph 2 of this letter agreement) which are made to you in connection with the Change in Control and which accordingly qualify as parachute payments within the meaning of Code Section 280G(b)(2) and the Treasury Regulations issued thereunder. Your Other Parachute Payments shall include (without limitation) the Present Value, measured as of the Change in Control, of the aggregate Option Parachute Payment attributable to your Acquisition-Accelerated Options (if any). Present Value means the value, determined as of the date of the Change ------------- in Control, of any payment in the nature of compensation to which you become entitled in connection with either the Change in Control or your subsequent termination of employment, including (without limitation) the Option Parachute Payment attributable to your Severance-Acceleration Options, your Severance Payment under Paragraph 2 of this letter agreement and the Option Parachute Payment attributable to your Acquisition-Accelerated Options. The Present Value of each such payment shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one hundred twenty percent (120%) of the applicable Federal rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control. 4 Plan means either (i) the Measurex Corporation 1993 Stock Option Plan, ---- as amended from time to time, or (ii) the predecessor Measurex Corporation 1981 Stock Option Plan, as previously amended from time to time. Termination for Cause shall mean an Involuntary Termination of your --------------------- employment by reason of (i) your commission of any act of fraud or embezzlement, (ii) your knowingly unauthorized disclosure of confidential information or trade secrets of the Company, (iii) excessive absenteeism or tardiness on your part with respect to your scheduled working hours or your continual neglect of the duties and responsibilities assigned to you, (iv) any intentional act of insubordiantion on your part or your habitual failure to comply with Company policies establishing standards of conduct applicable to all employees or (v) any intentional misconduct on your part which adversely affects the business reputation of the Company in a material manner. 2. SEVERANCE BENEFITS. Should there occur an Involuntary Termination of your employment (other than a Termination for Cause) within eighteen (18) months following a Change in Control, then you will become entitled to the severance benefits specified below, subject, however, to the ------------------------ dollar limitation of Paragraph 3 of this letter agreement. - --------------------------------------------------------- (a) Option Acceleration. Each of your outstanding Options under the ------------------- Plan, other than your Acquisition-Accelerated Options, will (to the extent not then otherwise exercisable) be automatically accelerated so that each such Severance-Accelerated Option will become immediately exercisable for the total number of shares purchasable thereunder. Each Severance-Accelerated Option accelerated hereunder will remain exercisable for a period of ninety (90) days following your Involuntary Termination and may be exercised for any or all of the accelerated shares in accordance with the exercise provisions of the agreement evidencing that Option. However, in no event may any Severance- -------------------------------------- Accelerated Option be exercised after the specified expiration date of the - -------------------------------------------------------------------------- option term. - ----------- (b) Severance Payment. Measurex will make a lump sum cash payment ----------------- (the "Severance Payment") to you, within ninety (90) days after your Involuntary Termination, in an amount equal in Present Value (measured as of the Change in Control) to the excess (if any) of (I) 2.99 times your Actual Average Compensation over (II) the Present Value (also measured as of the Change of Control) of the aggregate Option Parachute Payment attributable to all your accelerated Options. 3. REDUCTION OF SEVERANCE BENEFITS. Except to the limited extent (if any) otherwise provided under subparagraph (d) below, the aggregate Present Value (measured as of the Change in Control) of the benefits to which you become entitled under Paragraph 2 at the time of your Involuntary Termination (namely the 5 Severance Payment and the Option Parachute Payment attributable to your Severance-Accelerated Options) shall not exceed in amount the difference between --- (i) 2.99 times your Actual Average Compensation and (ii) the Present Value, measured as of the Change in Control, of all Other Parachute Payments to which you are entitled. Accordingly, except as otherwise provided under subparagraph ------------------------------------------------------------ (d) below, your Options shall not be accelerated and no Severance Payment shall - ------------------------------------------------------------------------------- be made to you pursuant to this letter agreement, to the extent the Present - --------------------------------------------------------------------------- Value as of the Change in Control of (I) the aggregate Option Parachute Payment - ------------------------------------------------------------------------------- attributable to your Severance-Accelerated Options plus (II) your Severance - --------------------------------------------------------------------------- Payment would, when added to the Present Value of your Other Parachute Payments, - -------------------------------------------------------------------------------- exceed 2.99 times your Actual Average Compensation (the "Parachute Limit"). - -------------------------------------------------------------------------- For purposes of the foregoing Parachute Limit, the following provisions shall be in effect: (a) In the event there is any disagreement between you and the Company as to whether one or more payments to which you become entitled in connection with either the Change in Control or your subsequent Involuntary Termination constitute Option Parachute Payments or Other Parachute Payments or as to the determination of the Present Value thereof, such dispute shall be resolved as follows: (i) In the event temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. (ii) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter shall be submitted for resolution to independent counsel mutually acceptable to you and the Company ("Independent Counsel"). The resolution reached by Independent Counsel shall be final and controlling; provided, however, that if in the -------- judgment of Independent Counsel the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling shall be prepared and submitted by Independent Counsel, and the determination made by the Internal Revenue Service in the issued ruling shall be controlling. All expenses incurred in connection with the retention of Independent Counsel and (if applicable) the preparation and submission of the ruling request shall be shared equally by you and the Company. 6 (iii) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the Present Value thereof shall, at the Independent Counsel's election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be shared equally by you and the Company. (b) No Severance Payment shall be made to you under Paragraph 2(b) of this letter agreement until the Present Value of the Option Parachute Payment attributable to both your Severance-Accelerated Options and your Acquisition- Accelerated Options has been determined and the status of any payments in dispute under Paragraph 3(a) above has been resolved in accordance therewith. However, you will be permitted to exercise your Severance-Accelerated Options at any time during the ninety (90) day (or shorter) period immediately following your Involuntary Termination, provided any and all shares of Common Stock -------- purchased under your Severance-Accelerated Options shall, together with the exercise price paid for those shares, be held in escrow by the Company. To the extent your purchased shares are held in escrow, you will have the right to (i) direct the sale of such shares, provided the sale proceeds are immediately deposited in escrow, (ii) exercise all voting rights with respect to such shares and (iii) receive dividends declared on such shares, provided such dividends are immediately deposited in escrow. (c) Once the requisite determinations under Paragraph 3(a) have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of (1) the Option Parachute Payment attributable to your Severance- Accelerated Options (or installments thereof) plus (2) your Severance Payment would, when added to the Present Value of all your Other Parachute Payments (including the Option Parachute Payment attributable to your Acquisition- Accelerated Options), exceed the Parachute Limit, the following reductions to the benefits otherwise payable to you hereunder shall be made: First, your Severance Payment shall be reduced. ----- Then, any outstanding Severance-Accelerated Options shall immediately ---- terminate and cease to be exercisable. If there is more than one such Option outstanding, then the Severance-Accelerated Options with the lowest option spread shall be the first to terminate. Finally, to the extent one or more of your outstanding Severance- ------- Accelerated Options (or installments thereof) shall have been exercised following your Involuntary Termination, such exercises shall be rescinded (with the Severance-Accelerated Options with the lowest option spread to be the first rescinded) by refunding to you the 7 exercise price paid for the purchased shares and returning those shares (plus any cash dividends paid thereon) to the Company. To the extent the shares purchased under such accelerated Options (or accelerated installments thereof) shall have been sold while held in escrow, the sale proceeds attributable to those shares shall be allocated as follows: first an amount not to exceed the exercise price you paid for such shares shall be refunded to you, and then the balance of the proceeds (together with any cash dividends paid on those shares) shall be returned to the Company. To the extent any shares or cash proceeds remain in the escrow account under Paragraph 3(b) above after the reductions specified in this subparagraph (c) have been made, those shares or proceeds shall be promptly distributed to you. (d) Notwithstanding any provision to the contrary set forth in the preceding subparagraphs of this Paragraph 3, the aggregate Present Value of your Severance Payment and the Option Parachute Payment attributable to your Severance-Accelerated Options shall not be reduced below that amount (if any) which, when added to the Present Value of all the Other Parachute Payments to which you are entitled, would nevertheless qualify as reasonable compensation within the standards established under Code Section 280G(b)(4). (e) This Paragraph 3 shall in all events be interpreted in such manner as shall avoid the imposition of excise taxes under Code Section 4999, and the disallowance of deductions under Code Section 280G(a) with respect to any of the benefits paid pursuant to Paragraph 2 of this letter agreement. 4. DEATH. Should you die before the Severance Payment (if any) to which you become entitled under Paragraph 2(b) of this letter agreement is actually made, then such payment will be made, on the due date hereunder had you survived, to the executors or administrators of your estate. Should you die before you exercise your Severance-Accelerated Options (if any), then such Options may (subject to applicable escrow requirements under Paragraph 3(b)) be exercised, within twelve (12) months after your death, by the executors or administrators of your estate or by persons to whom the Options are transferred pursuant to your will or in accordance with the law of descent and distribution. In no event, however, may any such Severance-Accelerated Option be exercised after the specified expiration date of the option term. 5. GENERAL CREDITOR STATUS. The Severance Payment to which you may become entitled under Paragraph 2(b) shall be paid, when due, from the general assets of the Company, and no trust fund, escrow arrangement or other segregated account shall be established as a funding vehicle for such payment. 8 Accordingly, your right (or the right of the executors or administrators of your estate) to receive such Severance Payment shall at all times be that of a general creditor of the Company and shall have no priority over the claims of other general creditors. 6. INDEMNIFICATION. The indemnification provisions for Officers and Directors under the Measurex Bylaws shall (to the maximum extent permitted by law) be extended to you, during the period following your Involuntary Termination, with respect to any and all matters, events or transactions occurring or effected during your period of employment with the Company. 7. TERMINATION. This letter agreement and the severance benefits payable hereunder will automatically terminate and cease to be effective at the close of business on December 31, 1999, unless a Change is Control has in fact been consummated on or before that date. 8. MISCELLANEOUS. The provisions of this letter agreement shall be binding upon the Company, its successors and assigns (including, without limitation, the surviving entity or successor party resulting from the Change in Control) and shall be construed and interpreted under the laws of the State of California. This letter agreement supersedes and terminates all other existing agreements between you and the Company relating to the subject of severance benefits payable upon a change in control or ownership of the Company, including (without limitation) your July 31, 1989 letter agreement with the Company on such subject. This letter agreement may only be amended by written instrument signed by you and an authorized officer of the Company. 9. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement is intended to provide you with any right to continue in the employ of Company (or any subsidiary) for any period of specific duration or interfere with or otherwise restrict in any way your rights or the rights of the Company (or any subsidiary), which rights are hereby expressly reserved by each, to terminate your employment at any time for any reason whatsoever, with or without cause. 10. AFFECT UPON POOLING ACCOUNTING. Should there occur a Change in Control which is expressly conditioned upon the accounting treatment of such transaction as a pooling of interests under Accounting Principles Board Opinion No. 16 ("Business Combinations"), and to the extent one or more severance benefits otherwise payable to you under Paragraph 2 of this letter agreement would preclude such pooling accounting, then such severance benefit or benefits shall not become due and payable to you and you hereby waive your rights and entitlement to those benefits in such case. 11. ATTORNEY FEES. In the event legal proceedings should be initiated by you or by the Company with respect to any controversy, claim or 9 dispute relating to the interpretation or application of the provisions of this letter agreement or any benefits payable hereunder, the prevailing party in such proceedings will be entitled to recover from the losing party reasonable attorney fees and costs incurred in connection with such proceedings, including any fees and costs which would otherwise be chargeable to the prevailing party under subsection (a)(ii) of Paragraph 3 of this letter agreement in the absence of such legal proceedings, or in the enforcement or collection of any judgment or award rendered in such proceedings. For purposes of this Paragraph 11, the prevailing party means the party determined by the court to have most nearly prevailed in the proceedings, even if that party does not prevail in all matters, and does not necessarily mean the party in whose favor the judgment is actually rendered. If the Company materially breaches any of its obligations under this letter agreement and fails to cure that breach within thirty (30) days after written notice from you, you will then be entitled to reimbursement from the Company for any reasonable expenses and attorney fees you incur in having the Company subsequently cure that breach, whether or not legal proceedings are actually commenced in connection with such breach. Please indicate your acceptance of the foregoing by signing the enclosed copy of this letter and returning it to the Company. Very truly yours, MEASUREX CORPORATION By ---------------------------------------- Title: ------------------------------------ ACCEPTANCE I hereby agree to all the terms and provisions of the foregoing letter agreement governing the severance benefits which may become payable to me in connection with certain changes in control or ownership of Measurex Corporation, such acceptance effective as of the date first above written. Signature: ---------------------- Name: --------------------------- 10 EX-11 3 COMPUTATION OF EARNINGS EXHIBIT 11.0 MEASUREX CORPORATION COMPUTATION OF NET INCOME PER SHARE (Unaudited) _________________________________________________ (Dollar amounts in thousands except per share data)
Three Months Ended Nine Months Ended -------------------------- ------------------------- September 3, August 28, September 3, August 28, 1995 1994 1995 1994 ------------- ---------- ------------ ---------- Primary: Average shares outstanding 15,765 17,942 16,403 17,915 Net effect of dilutive stock options based on the treasury stock method using average market price 860 161 612 183 ------- ------- ------- ------- Average common and common equivalent shares outstanding 16,625 18,103 17,015 18,098 ======= ======= ======= ======= Income before cumulative effect of accounting change $ 8,485 $ 2,538 $17,190 $ 6,504 ======= ======= ======= ======= Net income $ 8,485 $ 2,538 $17,190 $ 7,028 ======= ======= ======= ======= Income per share before cumulative effect of accounting change $ .51 $ .14 $ 1.01 $ .36 ======= ======= ======= ======= Net income per share $ .51 $ .14 $ 1.01 $ .39 ======= ======= ======= ======= Fully diluted: (Note A) Average shares outstanding 15,765 17,942 16,403 17,915 Net effect of dilutive stock options based on the treasury stock method using quarter-end market price or average market price when greater than quarter-end price 860 278 667 226 ------- ------- ------- ------- Average common and common equivalent shares outstanding 16,625 18,220 17,070 18,141 ======= ======= ======= ======= Income before cumulative effect of accounting change $ 8,485 $ 2,538 $17,190 $ 6,504 ======= ======= ======= ======= Net Income $ 8,485 $ 2,538 $17,190 $ 7,028 ======= ======= ======= ======= Income per share before cumulative effect of accounting change $ .51 $ .14 $ 1.01 $ .36 ======= ======= ======= ======= Net income per share $ .51 $ .14 $ 1.01 $ .39 ======= ======= ======= =======
- ---------------------- Note A: Fully diluted earnings per share have been calculated in accordance with Accounting Principles Board Opinion No. 15, "Earnings Per Share". EX-27 4 ARTICLE 5 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 3, 1995, THE CONSOLIDATED CONDENSED INCOME STATEMENTS, THE CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW AND THE RELATED NOTES, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-03-1995 SEP-03-1995 45,958 1,402 89,929 (5,774) 32,070 176,845 118,007 (69,089) 295,282 93,874 0 189 0 0 155,338 295,282 242,065 242,065 149,132 218,905 0 0 2,167 26,046 8,856 17,190 0 0 0 17,190 1.01 1.01
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