FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to________________
Commission file number 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip Code)
(212) 399-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such 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 July 31, 1995: 78,066,140
shares.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
I N D E X
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
June 30, 1995 and
December 31, 1994 3-4
Consolidated Income Statement
Three months ended June 30, 1995
and 1994 5
Consolidated Income Statement
Six months ended June 30, 1995
and 1994 6
Consolidated Statement of Cash Flows
Six months ended June 30, 1995
and 1994 7
Notes to Consolidated Financial Statements 8
Computation of Earnings Per Share 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 13
PART II. OTHER INFORMATION
Item 4. Submission of matters to a Vote of Security
Holders 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
INDEX TO EXHIBITS 17
2
PART I - FINANCIAL INFORMATION
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
ASSETS
JUNE 30, DECEMBER 31,
1995 1994
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1995-$90,695;
1994-$151,341) $ 304,381 $ 413,709
Marketable securities, at cost which
approximates market 39,318 27,893
Receivables (less allowance for doubtful
accounts: 1995-$24,812; 1994-$22,656) 2,140,166 2,072,764
Expenditures billable to clients 143,448 104,787
Prepaid expenses and other current assets 76,616 56,154
Total current assets 2,703,929 2,675,307
Other Assets:
Investment in unconsolidated affiliates 72,256 63,824
Deferred taxes on income 89,708 84,788
Other investments and miscellaneous assets 123,837 120,242
Total other assets 285,801 268,854
Fixed Assets, at cost:
Land and buildings 80,041 73,370
Furniture and equipment 344,801 320,164
424,842 393,534
Less accumulated depreciation 229,717 212,755
195,125 180,779
Unamortized leasehold improvements 70,107 67,348
Total fixed assets 265,232 248,127
Intangible Assets (less accumulated
amortization: 1995-$143,005;
1994-$130,045) 650,651 601,130
Total assets $3,905,613 $3,793,418
See accompanying notes to consolidated financial statements.
3
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands Except Per Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 30, DECEMBER 31,
1995 1994
Current Liabilities:
Payable to banks $ 144,734 $ 128,529
Accounts payable 2,116,871 2,090,406
Accrued expenses 242,272 292,436
Accrued income taxes 90,312 83,802
Total current liabilities 2,594,189 2,595,173
Noncurrent Liabilities:
Long-term debt 161,168 131,276
Convertible subordinated debentures 111,813 110,527
Deferred compensation and reserve
for termination liabilities 228,290 215,893
Accrued postretirement benefits 45,751 45,751
Other noncurrent liabilities 37,890 32,886
Minority interests in consolidated
subsidiaries 12,905 12,485
Total noncurrent liabilities 597,817 548,818
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 150,000,000
shares issued:
1995 - 89,000,678
1994 - 87,705,760 8,900 8,771
Additional paid-in capital 418,780 383,678
Retained earnings 676,142 619,627
Adjustment for minimum pension
liability (6,422) (6,422)
Cumulative translation adjustments (98,267) (97,587)
999,133 908,067
Less:
Treasury stock, at cost:
1995 - 10,559,098 shares
1994 - 10,001,680 shares 249,489 222,698
Unamortized expense of restricted
stock grants 36,037 35,942
Total stockholders' equity 713,607 649,427
Total Liabilities and Stockholders'
Equity $3,905,613 $3,793,418
See accompanying notes to consolidated financial statements.
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED JUNE 30
(Dollars in Thousands Except Per Share Data)
1995 1994
Revenue $ 534,427 $ 480,796
Other income 22,727 16,709
Gross income 557,154 497,505
Costs and expenses:
Operating expenses 435,588 396,331
Interest 9,803 8,899
Total costs and expenses 445,391 405,230
Income before provision for income taxes 111,763 92,275
Provision for income taxes:
United States - federal 16,960 11,503
- state and local 7,058 4,831
Foreign 23,372 22,934
Total provision for income taxes 47,390 39,268
Income of consolidated companies 64,373 53,007
(Loss)/Income applicable to minority
interests (2,083) 430
Equity in net income of unconsolidated
affiliates 1,478 662
Net income $ 63,768 $ 54,099
Weighted average number of common shares 78,106,874 74,821,374
Earnings per common and common equivalent
share $ .82 $ .72
Cash dividends per common share $ .155 $ .140
See accompanying notes to consolidated financial statements.
5
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands Except Per Share Data)
1995 1994
Revenue $ 981,863 $ 885,109
Other income 35,711 33,358
Gross income 1,017,574 918,467
Costs and expenses:
Operating expenses 861,180 786,019
Interest 17,730 16,065
Total costs and expenses 878,910 802,084
Income before provision for income taxes 138,664 116,383
Provision for income taxes:
United States - federal 22,901 17,383
- state and local 9,618 7,965
Foreign 26,438 24,287
Total provision for income taxes 58,957 49,635
Income of consolidated companies 79,707 66,748
Loss applicable to minority interests (2,871) (547)
Equity in net income of unconsolidated
affiliates 2,108 888
Income before effect of accounting
change 78,944 67,089
Effect of accounting change:
Postemployment benefits - (21,780)
Net income $ 78,944 $ 45,309
Weighted average number of common shares 77,836,723 74,991,406
Per Share Data:
Income before effect of accounting change $ 1.02 .89
Effect of accounting change - (.29)
Net income $ 1.02 $ .60
Cash dividends per common share $ .295 $ .265
See accompanying notes to consolidated financial statements.
6
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1995 1994
Net income after effect of accounting change $ 78,944 $ 45,309
Adjustments to reconcile net income to
cash (used in)/provided by operating activities:
Effect of accounting change - 21,780
Depreciation and amortization of fixed assets 26,813 20,263
Amortization of intangible assets 12,960 10,755
Amortization of restricted stock awards 6,788 5,454
Equity in net income of unconsolidated affiliates (2,108) (888)
Income applicable to minority interests 2,871 547
Translation losses 1,733 12,776
Other (5,999) (11,096)
Changes in assets and liabilities, net of acquisitions:
Receivables (11,061) (191,251)
Expenditures billable to clients (34,083) (22,659)
Prepaid expenses and other assets (17,322) (2,579)
Accounts payable and accrued expenses (126,262) 89,845
Accrued income taxes 19,064 7,752
Deferred income taxes (3,133) (26,888)
Deferred compensation and reserve for termination
allowances 1,369 39,972
Net cash used in operating activities (49,426) (908)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (31,230) (14,970)
Capital expenditures (29,109) (23,452)
Proceeds from sales of assets (362) 712
Net (purchases of)/proceeds from
marketable securities (8,080) 2,607
Other investments and miscellaneous assets (2,221) 5,890
Unconsolidated affiliates (9,315) (3,892)
Net cash used in investing activities (80,317) (33,105)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase/(decrease) in short-term borrowings 8,193 (13,235)
Proceeds from long-term debt 40,000 25,000
Payments of debt (13,637) (20,272)
Treasury stock acquired (28,089) (20,942)
Issuance of Common Stock 23,035 7,835
Cash Dividends (22,430) (19,353)
Net cash provided by/(used in) financing activities 7,072 (40,967)
Effect of exchange rates on cash and cash
equivalents 13,343 9,399
Decrease in cash and cash equivalents (109,328) (65,581)
Cash and cash equivalents at beginning of year 413,709 292,268
Cash and cash equivalents at end of period $304,381 $226,687
See accompanying notes to consolidated financial statements.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Financial Statements
(a) In the opinion of management, the consolidated balance sheet as of
June 30, 1995, the consolidated statements of income for the three
months and six months ended June 30, 1995 and 1994 and the
consolidated statement of cash flows for the six months ended June 30,
1995 and 1994, contain all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 1995 and
for all periods presented.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in The
Interpublic Group of Companies, Inc.'s (the "Company") December 31,
1994 annual report to stockholders.
(b) Statement of Financial Accounting Standards (SFAS) No. 95 "Statement
of Cash Flows" requires disclosures of specific cash payments and
noncash investing and financing activities. The Company considers all
highly liquid investments with a maturity of three months or less to
be cash equivalents. Income tax cash payments were approximately
$40.3 million and $46.5 million in the first six months of 1995 and
1994, respectively. Interest payments during the first six months of
1995 were approximately $12.4 million. Interest payments during the
comparable period of 1994 were approximately $10.0 million.
(c) Effective January 1, 1994, the Company adopted SFAS 112 "Employers'
Accounting for Postemployment Benefits" and recorded a one-time pre-
tax charge of $39.6 million or $21.8 million after-tax. As of June
30, 1995 deferred compensation and reserve for termination allowances
includes approximately $40.0 million of postemployment benefits.
8
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Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Three Months Ended June 30
Primary 1995 1994
Net income $ 63,768 $ 54,099
Add:
Dividends paid net of related income tax
applicable to restricted stock 113 91
Net income, as adjusted $ 63,881 $ 54,190
Weighted average number of common shares
outstanding 75,745,842 72,667,554
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,361,032 2,153,820
Total 78,106,874 77,821,374
Earnings per common and common equivalent
share $ .82 $ .72
Three Months Ended June 30
Fully Diluted 1995 1994
Net income $ 63,768 $ 54,099
Add:
After tax interest savings on assumed
conversion of subordinated debentures 1,527 1,527
Dividends paid net of related income tax
applicable to restricted stock 114 96
Net income, as adjusted $ 65,409 $ 55,722
Weighted average number of common shares
outstanding 75,745,842 72,667,554
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,397,631 2,227,462
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 81,145,603 78,897,146
Earnings per common and common equivalent
share $ .81 $ .72
9
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Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Six Months Ended June 30
Primary 1995 1994
Net income before effect of accounting
change $ 78,944 $ 67,089
Effect of accounting change - (21,780)
Add:
Dividends paid net of related income tax
applicable to restricted stock 205 171
Net income, as adjusted $ 79,149 $ 45,480
Weighted average number of common shares
outstanding 75,520,732 72,773,492
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,315,991 2,217,914
Total 77,836,723 74,991,406
Per share data:
Income before effect of accounting change 1.02 .89
Effect of accounting change - (.29)
Net Income $ 1.02 $ .60
Six Months Ended June 30
Fully Diluted 1995 1994
Net income before effect of accounting
change $ 78,944 $ 67,089
Effect of accounting change - (21,780)
Add:
After tax interest savings on assumed
conversion of subordinated debentures 3,054 3,020
Dividends paid net of related income tax
applicable to restricted stock 221 178
Net income, as adjusted $ 82,219 $ 48,507
Weighted average number of common shares
outstanding 75,520,732 72,773,492
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,533,231 2,272,021
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 81,056,093 78,047,643
Per share data:
Income before effect of accounting change 1.01 .90
Effect of accounting change - (.28)
Net income $ 1.01 $ .62
10
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 1995 was $109.7 million, an increase of $29.6
million from December 31, 1994. The ratio of current assets to current
liabilities remained relatively unchanged from December 31, 1994 at
approximately 1.0 to 1.
During 1994, Interpublic Group of Companies, Inc. (the "Company") acquired
Western International Media Corporation and Ammirati & Puris Holding, Inc.
In April 1995, the Company acquired all the assets of Newspaper Services of
America, Inc. The purchase price was approximately $7 million.
In April 1995, the Company along with the management of Campbell Mithun
Esty (CME) acquired substantially all of the assets of CME. The purchase
price for Interpublic's share was $20.0 million. The Company, together
with the management of Campbell Mithun Esty, will operate CME going forward
on a 50/50 basis.
Historically, cash flow from operations has been the primary source of
working capital and management believes that it will continue to be in the
future. The principal use of the Company's working capital is to provide
for the operating needs of its advertising agencies, which include payments
for space or time purchased from various media on behalf of its clients.
The Company's practice is to bill and collect from its clients in
sufficient time to pay the amounts due media. Other uses of working capital
include the payment of cash dividends, acquisitions, capital expenditures
and the reduction of long-term debt. In addition, during the first six
months of 1995, the Company acquired 824,241 shares of its own stock for
approximately $28.1 million for the purposes of fulfilling the Company's
obligations under its various compensation plans.
11
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RESULTS OF OPERATIONS
Three Months Ended June 30, 1995 Compared to Three Months Ended June 30,
1994
Total revenue for the three months ended June 30, 1995 increased $53.6
million, or 11.2%, to $534.4 million compared to the same period in 1994.
Domestic revenue increased $16.6 million or 9.9% from 1994 levels. Foreign
revenue increased $37.0 million or 11.8% during the second quarter of 1995
compared to 1994. Other income increased by $6.0 million during the second
quarter of 1995 compared to the same period in 1994.
Operating expenses increased $39.3 million or 9.9% during the three months
ended June 30, 1995 compared to the same period in 1994. Interest expense
increased 10.2% as compared to the same period in 1994.
Pretax income increased $19.5 million or 21.1% during the three months
ended June 30, 1995 compared to the same period in 1994.
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations.
In the fourth quarter of 1994, the Company recorded restructuring charges
of $48.7 million in connection with the elimination of duplicate facilities
and excess personnel resulting primarily from the merger of Lintas New York
and Ammirati & Puris agencies and certain international offices. Second
quarter 1995 salary savings realized from the restructuring amounted to
approximately $5.5 million.
Net losses from exchange and translation of foreign currencies for the
three months ended June 30, 1995 were approximately $1.3 million versus
$3.8 million for the same period in 1994.
The effective tax rate for the three months ended June 30, 1995 was 42.4%,
as compared to 42.6% in 1994. The decrease in the effective tax rate is
mainly due to the geographic mix of earnings.
The difference between the effective and statutory rates is primarily due
to foreign losses with no tax benefit, losses from translation of foreign
currencies which provided no tax benefit, state and local taxes, foreign
withholding taxes on dividends and nondeductible goodwill expense.
Six Months Ended June 30, 1995 Compared to Six Months Ended June 30, 1994
Total revenue for the six months ended June 30, 1995 increased $96.8
million, or 10.9%, to $981.9 million compared to the same period in 1994.
Domestic revenue increased $27.6 million or 8.6% from 1994 levels. Foreign
revenue increased $69.1 million or 12.3% during the first six months of
1995 compared to 1994. Other income increased $2.4 million in the first
six months of 1995 compared to the same period in 1994.
Operating expenses increased $75.2 million or 9.6% during the six months
ended June 30, 1995 compared to the same period in 1994. Interest expense
increased 10.4% during the six months ended June 30, 1995 as compared to
the same six month period in 1994.
Pretax income increased $22.3 million or 19.1% during the six months ended
June 30, 1995 compared to the same period in 1994.
12
PAGE
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations.
In the fourth quarter of 1994, the Company recorded restructuring charges
of $48.7 million in connection with the elimination of duplicate facilities
and excess personnel resulting primarily from the merger of Lintas New York
and Ammirati & Puris agencies and certain international offices. At
December 31, 1994 the Company's liability related to these restructuring
charges totalled $27.6 million for severance. The remaining liability at
June 30, 1995 is $6.5 million for severance. Total salary savings for the
six months ended June 30, 1995 realized from the restructuring amounted to
approximately $8.9 million. The Company expects to realize additional
salary savings from restructuring of approximately $10.1 million during the
remainder of 1995.
Net losses from exchange and translation of foreign currencies for the six
months ended June 30, 1995 were approximately $2.1 million versus $9.4
million for the same period in 1994.
The effective tax rate for the six months ended June 30, 1995 was 42.5%, as
compared to 42.6% in 1994. The decrease in the effective tax rate is
mainly due to the geographic mix of earnings.
13
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) This item is answered in respect of the Annual Meeting
of Stockholders held May 16, 1995.
(b) No response is required to Paragraph (b) because (i)
proxies for the meeting were solicited pursuant to
Regulation 14A under the Securities Exchange Act of
1934, as amended; (ii) there was no solicitation
in opposition to Management's nominees as listed in the
proxy statement; and (iii) all such nominees were
elected.
(c) At the Annual Meeting, the following number of shares
were cast with respect to each matter voted upon:
-- Proposal to approve Management's nominees for
director as follows:
BROKER
NOMINEE FOR WITHHELD NONVOTES
Eugene P. Beard 66,418,102 153,008 0
Frank J. Borelli 66,347,557 223,553 0
Lynne V. Cheney 66,410,244 160,866 0
Philip H. Geier, Jr. 66,419,400 151,710 0
Frank B. Lowe 61,958,728 4,612,382 0
Leif H. Olsen 66,364,760 206,350 0
J. Phillip Samper 66,417,463 153,647 0
Joseph J. Sisco 66,329,022 242,088 0
-- Proposal to approve an increase in the Company's
authorized Common Stock, par value $.10 per share,
to 150 million shares.
For Against Abstain Broker Nonvotes
63,195,364 3,130,892 244,854 0
-- Proposal to approve the Company's Employee Stock
Purchase Plan (1995).
For Against Abstain Broker Nonvotes
58,644,723 2,410,663 363,800 5,151,924
14
-- Proposal to approve Amendments to the Company's
Management Incentive Compensation Plan.
For Against Abstain Broker Nonvotes
55,613,030 10,386,683 571,397 0
-- Proposal to approve confirmation of independent
accountants.
For Against Abstain Broker Nonvotes
66,389,129 71,978 110,003 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3(i) Restated Certificate of Incorporation
of the Company, as Amended.
Exhibit 10(a) Note Purchase Agreement, dated April,
28, 1995 by and between the Company and
The Prudential Insurance Company of
America.
Exhibit 10(b) Note, dated April 28, 1995, of the
Company.
Exhibit 10(c) Notice, dated June 13, 1995, by The Lowe
Group of Cancellation of a Multicurrency
Revolving Credit Facility Agreement, as
amended, dated December 17, 1991, among
Lowe International Limited, Lowe
Worldwide Holdings, B.V., Lowe &
Partners Inc. and Lloyds Bank plc et.
al.
Exhibit 10(d) Amendment Number 4, dated as of April 1,
1995 to the Credit Agreement, dated as
of September 30, 1992 and effective as
of December 30, 1992 by and between the
Company and The Bank of New York.
Exhibit 10(e) Employee Stock Purchase Plan (1995) of
the Company.
Exhibit 10(f) Management Incentive Compensation Plan
of the Company.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended June 30, 1995.
15
PAGE
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.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
Date: August 14, 1995 By /S/ Philip H. Geier, Jr.
Philip H. Geier, Jr.
Chairman of the Board,
President and Chief
Executive Officer
Date: August 14, 1995 By /S/ Joseph M. Studley
Joseph M. Studley
Chief Accounting Officer,
Vice President
and Controller
16
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 3(i) Restated Certificate of Incorporation
of the Company, as Amended.
Exhibit 10(a) Note Purchase Agreement, dated April,
28, 1995 by and between the Company and
The Prudential Insurance Company of
America.
Exhibit 10(b) Note, dated April 28, 1995, of the
Company.
Exhibit 10(c) Notice, dated June 13, 1995, by The Lowe
Group of Cancellation of a Multicurrency
Revolving Credit Facility Agreement, as
amended, dated December 17, 1991, among
Lowe International Limited, Lowe
Worldwide Holdings, B.V., Lowe &
Partners Inc. and Lloyds Bank plc et.
al.
Exhibit 10(d) Amendment Number 4, dated as of April 1,
1995 to the Credit Agreement, dated as
of September 30, 1992 and effective as
of December 30, 1992 by and between the
Company and The Bank of New York.
Exhibit 10(e) Employee Stock Purchase Plan (1995) of
the Company.
Exhibit 10(f) Management Incentive Compensation Plan
of the Company.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
17