SECURITIES--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 June 30,December 31, 1996
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period
from to________to________
Commission file number 1-10596
ESCO ELECTRONICS CORPORATION
(Exact name of registrant as specified in its
charter)
Missouri 43-1554045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8888 Ladue Road, Suite 200 63124-2090
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area
code: (314) 213-7200
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Number of common stock trust receipts outstanding at JulyJanuary 31,
1996:
11,400,5371997: 11,806,997 receipts.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of
Operations
(Unaudited)
(Dollars in thousands, except per share
amounts)
Three Months Ended
June 30,December 31,
1996 1995
Net sales $ 109,103 107,93968,899 112,610
Costs and expenses:
Cost of sales 107,597 83,89051,939 89,190
Selling, general and administrative expenses 17,443 18,67912,951 16,891
Interest expense 1,455 1,560277 1,389
Other, net 2,115 2,767
Nonrecurring charges 25,300 1,968730 1,756
Total costs and expenses 153,910 108,864
Loss65,897 109,226
Earnings before income taxes (44,807) (925)3,002 3,384
Income tax expense (benefit) (25,396) 308820 1,462
Net lossearnings $ (19,411) (1,233)
Loss2,182 1,922
Earnings per share, primary and fully diluted $ (1.72) (.11)
See accompanying notes to condensed consolidated financial statements.
ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
Nine Months Ended
June 30,
1996 1995
Net sales $ 339,157 315,927
Costs and expenses:
Cost of sales 289,123 243,277
Selling, general and administrative expenses 52,911 55,891
Interest expense 4,269 3,945
Other, net 4,728 7,440
Nonrecurring charges 25,300 30,244
Total costs and expenses 376,331 340,797
Loss before income taxes (37,174) (24,870)
Income tax expense (benefit) (22,099) 463
Net loss $ (15,075) (25,333)
Loss per share $ (1.35) (2.31).18 .17
See accompanying notes to condensed consolidated financial
statements.
ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands)
June 30,
December 31, September 30,
1996 1995
Assets (Unaudited)
Current assets:1996
Assets(Unaudited)
Current assets:
Cash and cash equivalents $ 1,526 32018,877 22,209
Accounts receivable, less allowance for doubtful
accounts of $339$320 and $242,$273, respectively 44,233 48,22427,228 34,664
Costs and estimated earnings on long-term
contracts, less progress billings of
$102,378$68,646 and $72,194$70,671, respectively 59,046 51,92352,987 51,585
Inventories 80,620 107,42145,848 51,187
Other current assets 4,605 3,9752,874 3,005
Total current assets 190,030 211,863147,814 162,650
Property, plant and equipment, at cost 121,690 116,22682,460 80,351
Less accumulated depreciation and amortization 33,781 24,74728,747 26,325
Net property, plant and equipment 87,909 91,47953,713 54,026
Excess of cost over net assets of purchased
businesses, less accumulated amortization of
$1,460$1,736 and $1,051$1,597 respectively 20,081 20,49020,256 20,395
Deferred tax assets, net 63,685 25,637asset 53,147 53,326
Other assets 20,856 28,532
$382,561 378,00116,898 17,435
$291,828 307,832
Liabilities and Shareholders' Equity
Current liabilities:
Short-term borrowings and current maturities
of long-term debt $ 56,000 39,0001,300 1,300
Accounts payable 44,141 42,32727,347 40,057
Advance payments on long-term contracts,
less costs incurred of $9,960$15,333 and $2,816,$5,478,
respectively 9,419 19,6177,057 8,336
Accrued expenses and other current liabilities 36,250 39,51022,882 26,771
Total current liabilities 145,810 140,45458,586 76,464
Other liabilities 31,516 31,84028,793 28,860
Long-term debt 21,897 23,45211,050 11,375
Total liabilities 199,223 195,74698,429 116,699
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $.01 per share,
authorized 10,000,000 shares
Common stock, par value $.01 per share,
authorized 50,000,000 shares; issued
11,912,76412,416,216 and 11,574,42012,415,346 shares, respectively 119 116124 124
Additional paid-in capital 226,514 210,205193,147 192,967
Retained earnings (deficit) since elimination of deficit
of $60,798 at September 30, 1993 (37,027) (21,952)6,366 4,184
Cumulative foreign currency translation adjustment 117 292516 107
Minimum pension liability (1,998) (1,998)
187,725 186,663(1,869) (1,869)
198,284 195,513
Less treasury stock, at cost; 567,497617,045 and
570,472566,622 common shares, respectively (4,387) (4,408)(4,885) (4,380)
Total shareholders' equity 183,338 182,255
$382,561 378,001193,399 191,133
$ 291,828 307,832
See accompanying notes to condensed consolidated financial
statements.
ESCO ELECTRONICS CORPORATION AND
SUBSIDIARIES
Condensed Consolidated Statements
of Cash Flows
(Unaudited)
(Dollars in thousands)
[CAPTION]
NineThree Months Ended
June 30,December 31,
1996 1995
Cash flows from operating activities:
Net loss $(15,075) (25,333)earnings $ 2,182 1,922
Adjustments to reconcile net lossearnings to net cash
used by operating activities:
Depreciation and amortization 10,809 10,5162,558 3,545
Changes in operating working capital (7,907) (20,272)
Write-off of certain assets 25,300 19,744
Effect of tax valuation allowance on tax provision (9,996)(6,374) (13,135)
Other (11,870) (5,549)365 1,093
Net cash used by operating activities (8,739) (20,894)(1,269) (6,575)
Cash flows from investing activities:
Capital expenditures (6,468) (7,306)
Acquisition of business, less cash acquired (1,596)
Net cash used by investing activities (6,468) (8,902)(1,753) (2,176)
Cash flows from financing activities:
Net increase in short-term borrowings 17,000 30,000
Proceeds from long-term debt 1,49012,500
Principal payments on long-term debt (1,555) (1,562)(325) (518)
Other 968 49015 25
Net cash provided (used) by financing activities 16,413 30,418(310) 12,007
Net increase (decrease) in cash and cash equivalents 1,206 622(3,332) 3,256
Cash and cash equivalents at beginning of period 22,209 320 2,656
Cash and cash equivalents at end of period $ 1,526 3,27818,877 3,576
See accompanying notes to condensed consolidated financial
statements.
ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying condensed consolidated financial
statements, in the opinion of management, include all
adjustments, consisting only of normal recurring accruals,
necessary for a fair presentation of the results for the
interim periods presented. The condensed consolidated
financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include
all the disclosures required by generally accepted
accounting principles. For further information refer to the
consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year
ended September 30, 1995.1996. Certain prior year amounts have
been reclassified to conform with the fiscal 19961997
presentation.
The fiscal year 1995 third quarter and nine month periods ended
June 30, 1995 have been restated, as previously disclosed.
The results for the three and nine month periodsperiod ended June 30,December 31,
1996 are not necessarily indicative of the results for the
entire 19961997 fiscal year.
2. LossEarnings Per Share
LossEarnings per share isare based on the weighted average number
of common shares outstanding.outstanding plus shares issuable upon the
assumed exercise of dilutive common share options and
performance shares by using the treasury stock method. For
the three month period ended December 31, 1996, primary and
nine month
periods ended June 30, 1996, lossfully diluted earnings per share isare computed using
11,281,39512,044,760 and 11,170,12912,055,254 common shares and common share
equivalents outstanding, respectively. For the quarter ended
December 31, 1995, primary and nine month periods ended
June 30, 1995, lossfully diluted earnings per
share isare computed using 10,981,62911,450,808 and 10,964,97511,519,743 common
shares and common share equivalents outstanding,
respectively.
3. Inventories
Inventories consist of the following (dollars in thousands):
June 30,
December 31, September 30,
1996 19951996
Finished Goods $ 4,949 4,4425,669 5,927
Work in process, onincluding
long-term contracts 60,214 92,55926,857 32,071
Raw materials 15,457 10,42013,322 13,189
Total inventories $ 80,620 107,42145,848 51,187
Under the contractual arrangements by which progress
payments are received, the U.S. Government has a security
interest in the inventories associated with specific
contracts. Inventories are net of progress payment receipts
of $19,051,000$5.3 million and $8,519,000$1.2 million at June 30,December 31, 1996 and
September 30, 1995,1996, respectively.
ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
4. Subsequent EventHazeltine Divestiture 1996
On July 22, 1996, the Company completed the sale of its
Hazeltine subsidiary to GEC-Marconi Electronic Systems
Corporation (GEC). The Company sold 100% of the common stock
of Hazeltine for $110 million in cashcash. Certain assets and
during July, repaid all
outstanding short-term borrowings, the $8 million subordinated
term loan, and paid down the bank term loan from $18.5 million
to $13 million. Refer to the Company's Current Report filed on
Form 8-K dated August 5, 1996.
The key financial statement accountsliabilities of Hazeltine which are
included inwere retained by the unaudited condensed consolidated balance sheet
at June 30, 1996 are as follows:
June 30,
1996
Assets
Accounts receivables, net $ 8,842
Costs and estimated earnings on long-term contracts 15,931
Inventories 21,418
Property, plant & equipment 32,774
Other (current and noncurrent) 4,147
$83,112
Liabilities and Shareholders' Equity
Current liabilities $26,040
Other liabilities 1,081
Long-term debt 1,396
Shareholders' equity 54,595
$83,112
The estimated gain on the sale of Hazeltine may change upon final
determination and settlement of post-closing adjustments.Company.
Included in the nine month unaudited condensed consolidated statementsstatement of
operations for the three months ended December 31, 1995 are
the operating results of Hazeltine prior to its divestiture
as follows:follows (dollars in thousands):
Nine Months Ended
June 30,
1996 1995
Net sales $86,301 80,078$ 27,493
Cost of sales 69,047 67,92821,953
Selling, general and administrative expenses 11,485 10,4273,730
Other costs and expenses, net 917 1,236203
Earnings before income taxes $ 4,852 4871,607
Included in the consolidated backlog of firm orders at June 30, 1996
is approximately $223.3 million related to Hazeltine.
Item 2. Management's Discussion and Analysis of Results of
Operations and
Financial Condition
Results of Operations - Three months ended June 30,December 31, 1996
compared with three months ended June 30,December 31, 1995.
Net sales of $109.1$68.9 million for the thirdfirst quarter of fiscal 1996
increased $1.21997
decreased $43.7 million (1.1%(38.8%) from net sales of $107.9$112.6 million for
the thirdfirst quarter of fiscal 1995.1996. The increasedecrease was primarily due to
increased volumethe sale of Hazeltine in July 1996. Net sales at Hazeltine and PTI.the remainder of
the Company s operating units decreased approximately $16 million
due to lower defense sales at Systems & Electronics Inc. (SEI) in
the current period. Defense sales were $70.2$42.4 million and commercial
sales were $38.9$26.5 million for the thirdfirst quarter of fiscal 1996,1997,
compared with defense and commercial sales of $81.9$83 million and $26.0$29.6
million, respectively, in the thirdfirst quarter of fiscal 1995. The increase in1996.
Hazeltine s defense and commercial sales were $24.3 million and $3.2
million, respectively in the thirdfirst quarter of fiscal 1996 reflects additional1996. Adjusted
for the sale of Hazeltine, prior year first quarter defense and
commercial sales of material handling equipment at
SEI, Radio Frequency (RF) test equipment at EMC Test Systemswere $58.7 million and filtration products at PTI.$26.4 million, respectively.
The backlog of firm orders at June 30,December 31, 1996 was $473.5$234.9 million,
compared with $500.6$246.7 million at March 31,September 30, 1996. During the thirdfirst
quarter of fiscal 19961997, new orders aggregating $82$57.1 million were
received, compared with $72.4$71.5 million in the thirdfirst quarter of fiscal
1995.1996, excluding Hazeltine. First quarter fiscal 1996 orders, as
reported including Hazeltine, were $108.5 million. The most
significant orders in the current period were for material handling equipment, commercial filtration products, and tank
transporters.
The fiscal 1996 third quarter gross profit decreased from the
comparable period of fiscal 1995 primarily due to a $23 million
adjustment of the estimate of the costs to complete the 60K Loader
program at SEI. The fiscal 1996 third quarter gross margin, excluding
the 60K Loader adjustment, decreased from the comparable period of
fiscal 1995 due to changes in sales mix in both the defense and
commercial segments.
Selling, general and administrative expenses for the third quarter of
fiscal 1996 were $17.4 million, or 16% of net sales, compared with
$18.7 million, or 17.3% of net sales, for the same period a year ago.
The fiscal 1996 third quarter decrease in both spending and as a
percentage of sales is a result of successful cost containment programs
throughout the Company.
Interest expense was consistent in both periods presented.
Other costs and expenses, net, were $2.1 million in the third quarter
of fiscal 1996 compared to $2.8 million in the same period of fiscal
1995. The decrease in fiscal 1996 reflects the absence of amortization
of a contract guarantee fee previously paid to Emerson Electric Co.
(Emerson).
Nonrecurring charges of $25.3 million in the third quarter of fiscal
1996 represent non-cash charges to reflect recent events which
impacted the value of certain assets on the Company's balance sheet.
The items affected include certain assets which management has
determined are obsolete, costs incurred in anticipation of certain
defense contract awards which the Company no longer expects to
receive, and the downward adjustment in the Company's estimate of
recoveries by the Company in a contract dispute. Nonrecurring charges
of $2 million incurred during the third quarter of fiscal 1995 were
related to the 1995 facilities consolidation program.
Based on the Company's historical pretax income and losses, adjusted
for significant nonrecurring items such as the facilities consolidation
program, the change in accounting estimates and other nonrecurring
costs, together with management's projection of future taxable
income, management believes it is more likely than not that the
Company will realize the benefits of the net deferred tax asset existing
at June 30, 1996. In order to fully realize the net deferred tax asset
existing at June 30, 1996, the Company will need to generate future
taxable income of approximately $180 million, a significant portion of
which is required to be realized prior to the expiration of the net
operating loss (NOL) carryforwards, which will begin to expire in 2006.
The Company had previously reduced its deferred tax valuation
allowance systematically by utilizing projected taxable income over a
specified future period of time. Management currently believes,
considering the aforementioned items, the Company will generate
sufficient taxable income to absorb all net operating loss carryforwards
and deductible temporary differences prior to expiration of the NOLs,
and accordingly, in the third quarter reduced its deferred tax valuation
allowance by $21.6 million. The remaining deferred tax valuation
allowance of approximately $3.5 million, represents management's
best estimate of the portion of the deferred tax asset that may not be
realized. Due to the 1993 Corporate Readjustment, $11.6 million of
this reduction was credited directly to additional paid-in capital. The
remaining $10 million was credited directly to the tax provision. There
can be no assurance, however, that the Company will generate
sufficient taxable income or a specific level of continuing taxable
income in order to fully utilize the deferred tax assets in the future.
The provision for taxes for this period also reflects foreign, state and
local taxes.
The tax expense for the three months ended June 30, 1995 reflects
foreign, state and local taxes.
Results of Operations - Nine months ended June 30, 1996 compared
with nine months ended June 30, 1995.
Net sales for the first nine months of fiscal 1996 were $339.2 million
compared with net sales of $315.9 million for the first nine months of
fiscal 1995. The increase was primarily due to increased sales volume
at SEI, Hazeltine and PTI. Defense sales were $238 million and
commercial sales were $101.2 million for the first nine months of fiscal
1996 compared with defense and commercial sales of $250.1 million
and $65.8 million, respectively, in the first nine months of fiscal 1995.
The increase in commercial sales in fiscal 1996 was the result of
additional sales of material handling equipment at SEI, Radio Frequency
(RF) test equipment at EMC Test Systems and filtration products at
PTI.
The backlog of firm orders at June 30, 1996 was $473.5 million,
compared with $530.9 million at September 30, 1995. During the first
nine months of fiscal 1996, orders aggregating $281.8 million were
received, the most significant of which were for aircraft cargo loaders,
commercial filtrationfiltration/fluid
flow products, airborne electronic identificationradar systems, and tank tansporters. This compares to $251.9 million of
orders received in the first nine months of fiscal 1995.integrated mail handling
and sorting systems.
The gross profit percentage was 14.8%24.6% in the first nine monthsquarter of fiscal
1996 compared to 23%1997 and 20.8% in the first nine monthsquarter of fiscal 1995.1996. The decrease in gross profit
percentage is primarily attributablein the first quarter fiscal 1996 excluding Hazeltine was
21%. The fiscal 1997 first quarter gross profit percentage increased
from fiscal 1996 due to the
third quarter 1996 adjustment on the 60K Loader program and changes
inan improved sales mix in both the defense
and commercial segments.
Selling, general and administrative expenses for the first nine monthsquarter
of fiscal 19961997 were $52.9$13 million, or 15.6%18.8% of net sales, compared
with $55.9$16.9 million, or 17.7%15% of net sales, for the same period a year
ago. Excluding Hazeltine, prior year first quarter selling, general
and administrative expense was $13.2 million or 15.5% of adjusted
sales. The fiscal 1996 decrease in both spending1997 first quarter selling, general and
administrative expenses increased as a percentage of adjusted sales
is a result of successful cost containment programs throughoutdue to the Company.reduced sales volume in first quarter fiscal 1997.
Interest expense increaseddecreased to $4.3$.3 million from $3.9$1.4 million as a
result of additional short-termsignificantly lower borrowings and higher interest rates in the first quarter of
fiscal 19961997 as compared to the first quarter of fiscal 1995.1996. A
significant amount of fiscal
1996 borrowings was repaid in July 1996 with a portion of the
proceeds from the sale of Hazeltine.
Other costs and expenses, net, were $4.7$.7 million in the first nine
monthsquarter
of fiscal 1996 as1997 compared to $7.4$1.8 million in the first nine
monthssame period of fiscal
1995.1996. The decrease in fiscal 1997 partially reflects the absence of
amortization of a contract guarantee fee previously paid to Emerson.
Nonrecurring charges of $25.3 millionEmerson
Electric Co.
The effective income tax rate in the nine months ended June
30, 1996 represent the costs as disclosed in three months ended June
30, 1996. Nonrecurring chargesfirst quarter of $30.2 million incurred duringfiscal 1997
was 27.3% compared with 43.2% for the first nine monthsquarter of fiscal 1995 were related1996.
The effective income tax rate in the first quarter of fiscal 1997
was favorably impacted by the settlement of a state tax liability
assumed by the Company upon the fiscal 1996 divestiture of
Hazeltine. Management estimates the annual effective tax rate for
fiscal year 1997 to be approximately 40%.The tax provision for the
facilities
consolidation program andfirst quarter of fiscal 1996 was impacted by the change in accounting estimates for
certain prepaid assetsCorporate
Readjustment implemented in fiscal 1993. Consistent with the policy
implemented during fiscal 1995, the Company decreased its deferred
tax valuation allowance by $.8 million during the quarter ended
December 31, 1995. The impact of the Federal tax benefit recognizedprovision and the
reduction in the nine month period ended June 30,
1996 reflects state, local and foreign tax expense of $1 million, and a
federal deferred tax benefit of $10 millionvaluation allowance were accounted for
as described in the results
of operationscredits to additional paid-in capital for the three months ended June 30,first quarter of
fiscal 1996. In addition,
the Company recognized a federal deferred tax benefit of approximately
$15.7 million relating to the current quarter's pretax loss.
Tax expense in the nine month period ended June 30, 1995 reflects
foreign, state and local taxes.
Financial Condition
Working capital decreasedincreased to $44.2$89.2 million at June 30,December 31, 1996 from
$71.4$86.2 million at September 30, 1995.1996. During the first ninethree months
of fiscal 1996,1997, accounts receivable decreased by $4$7.4 million as a
result of cash collections. Inventoriescollections, and costs and estimated earnings on
long-
termlong-term contracts
and inventories decreased by $19.7 million primarily due to the
nonrecurring adjustments in the quarter ended June 30, 1996.
Advance payments on long-term contracts decreasedaggregate by $10.2$3.9 million as production costs were incurred on certain foreign contracts.a
result of near-term delivery requirements. Accounts payable and
accrued expenses decreasedwere reduced by $1.4$16.6 million during the first
nine monthsquarter of fiscal 19961997 through payments necessary to satisfy
commitments outstanding commitments at September 30, 1995.1996.
Net cash used by operating activities was $8.7$1.3 million in the first
ninethree months of fiscal 19961997 and $20.9$6.6 million in the same period of
fiscal 1995,1996, primarily due to the changes in operating working
capital mentioned above.
Capital expenditures were $6.5$1.8 million in the first ninethree months of
fiscal 19961997 compared with $7.3$2.2 million in the first ninethree months of
fiscal 1995.1996. Major expenditures in the current period include
routine capitalized facility costs at SEI, PTI and Rantec.SEI.
In December 1996, the Company entered into a definitive agreement
to acquire the Filtertek business of Schawk, Inc. for $92 million
in cash plus working capital adjustments. On July 22, 1996,February 7, 1997, the
Company completed the salepurchase of its Hazeltine
subsidiary, received $110 million inFiltertek. The purchase was
financed with cash and repaid all outstanding
short-term borrowings from the Company s bank credit
facility. The existing bank credit facility was amended and
restructured dated February 7, 1997, to increase the $8 million subordinated term loan.available
credit facility to $140 million. The remaining term debt, paid down from $18.5 million to $13 million, will
be amortized at $.325 million per quarter until maturity. The remaining
excess cash balance was invested in short-term accounts pending
management's applicationmaturity of the excess cash balances (SEE ITEM 5.
Other Information.).amended bank
credit facility was extended to September 30, 2000.
PART II. OTHER INFORMATION
Item 5. Other Information.
The Company's Board of Directors has approved a major
share repurchase program that, subject to market conditions
and certain other factors, will use up to $40 million to $50
millionCompany, on February 7, 1997, completed its acquisition of the
proceedsFiltertek and the thermoform packaging businesses of Schawk, Inc.
( Schawk ). Filtertek is a leader in the manufacture of plastic
insert injection molded filter assemblies. The transaction involved
the purchase of assets and stock of subsidiary corporations of
Schawk. The assets included manufacturing and office facilities,
equipment, inventories and accounts receivable, and the Company
intends to continue the use of these assets in the on-going
operation of the above-mentioned businesses. The consideration paid
was $92 million in cash plus working capital adjustments, which was
funded by cash and borrowings from the sale of HazeltineCompany s bank credit
facility. The banks involved are listed in Exhibit 4 to buy
back shares ofthis Form
10-Q. The consideration was arrived at through arms-length
negotiations between the Company's common stock. Depending
upon market conditions and other factors, the Company
expects to commence the share repurchase program within
the next 90 days.parties.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Filed Herewith or
Exhibit Incorporated
Number Description Incorporated by Reference
2 Stock Purchase2(a) Acquisition Agreement dated
Incorporated by
as of May 23,December 18, 1996 (as amended Reference to
July 19, 1996) between the
Form 8-K dated
Company and GEC-Marconi August 5, 1996
Electronic Systems Corporation at Exhibit 2
4Schawk, Inc.
Certain schedules and attachments
have been omitted due to immateriality.
The Registrant agrees to furnish
supplementally a copy of any omitted
schedule or attachment to the Commission
upon request.
2(b) First Amendment Waiver and Consent dated as of
June 6, 1996February 7, 1997 to theAcquisition Agreement
listed as Exhibit 2(a) above
4 Credit Agreement dated as of September 23, 1990
(as most recently amended and restated as of
September
29, 1995)February 7, 1997) among the Company, Defense
Holding Corp., the Banks listed therein and
Morgan Guaranty Trust Company of New York,
as Agentagent
(b) Reports on Form 8-K. There were no reports on Form 8-K
filed during the quarter ended June 30,December 31, 1996.
Subsequently,The information reported in Item 5 above satisfies the
registrant filedrequirements of Item 2 of Form 8-K. The Company will file
a Current Report on Form 8-K dated
August 5, 1996 related tonot later than 60 days after February 22, 1997
containing the salefinancial statement and pro forma financial
information required by Item 7 of Hazeltine to GEC.Form 8-K.
SIGNATURE
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.
ESCO ELECTRONICS CORPORATION
/s/ Philip M. Ford
Philip M. Ford
Senior Vice President
and Chief Financial
Officer
(as duly authorized
officer and principal
Dated: February 13, 1997 financial officer of
the registrant)
Dated: August 13, 1996