THIS DOCUMENT IS A COPY OF THE FORM 10-Q FOR THE THIRD
QUARTER ENDED SEPTEMBER 30, 1995 FILED ON NOVEMBER 15, 1995
PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended September 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: 1-7234
NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-1926739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
9 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip code)
(212) 826-8500
(Registrant's telephone number, including area code) 212-230-9500
Indicate by check mark whether the registrant (1) has filedall 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 shares outstanding of each of issuer's classes of common stock
as of November 10, 1995:
Common Stock 5,571,780 shares
Class B Capital 62,500 shares
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
Part I. Financial Information
Consolidated Condensed Balance Sheets -
September 30, 1995 and December 31, 1994 1
Consolidated Condensed Statements of OperationsThree
Months and Nine Months Ended September 30,
1995 and 1994 3
Consolidated Condensed Statements of Cash Flows Nine
Months Ended September 30, 1995 and 1994 4
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Qualification Relating to Financial Information 13
Part II. Other Information 14
Signatures 15
PART I. FINANCIAL INFORMATION
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
September 30, December 31,
1995 1994
ASSETS (unaudited) (a)
Current assets
Cash and cash equivalents $ 6,838 $ 10,075
Accounts and other receivables,
of which $8,881 and $15,152 is from
government contracts 39,596 52,487
Inventories 18,734 20,642
Costs and estimated earnings in
excess of billings on uncompleted
contracts, of which $1,734 and $2,092
relates to government
contracts 10,871 15,237
Prepaid expenses and other
current assets 3,790 6,770
Total current assets 79,829 105,211
Investments 26,549 11,600
Property, plant and equipment,
at cost 32,658 37,423
Less accumulated depreciation (23,635) (22,843)
9,023 14,580
Intangible assets, net of
amortization 29,794 37,025
Investment in financed assets
684
Other assets 3,886 6,446
$149,081 $175,546
(a) The Consolidated Condensed Balance Sheet as of December 31, 1994 has
been summarized from the Company's audited Balance Sheet as of that date.
See accompanying notes to the consolidated condensed financial statements.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(in thousands)
September 30, December 31,
1995 1994
LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited) (a)
Current liabilities
Current maturities of long-term debt $ 3,872 $ 14,279
Short-term borrowings 19,569 31,060
Accounts payable and accrued expenses 18,896 27,958
Billings in excess of costs and
estimated earnings on uncompleted
contracts 6,849 6,091
Total current liabilities 49,186 79,388
Long-term debt less current maturities 19,725 17,513
Minority interests and other 9,432 11,970
Common stock issued subject to
repurchase obligation 1,646 1,510
Stockholders' equity *
Common stock 67 60
Class B capital stock 2 2
Capital in excess of par value 123,211 120,037
Deficit (52,267) (53,151)
Net unrealized loss on
available-for-sale securities (1,921) (1,783)
Total stockholders' equity 69,092 65,165
$149,081 $175,546
(a) The Consolidated Condensed Balance Sheet as of December 31, 1994 has
been summarized from the Company's audited Balance Sheet as of that date.
* Stockholders' equity has been restated to reflect the effect of the one
for four reverse stock split (See Note 5(a) to the Consolidated Condensed
Financial Statements).
See accompanying notes to the consolidated condensed financial statements.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
Three months Nine months
ended September 30, ended September 30,
1995 1994 1995 1994
Revenues
Sales $ 47,551 $ 51,653 $142,519 $147,613
Investment and other
income (expense), net 246 (139) 924 (2,149)
47,797 51,514 143,443 145,464
Costs and expenses
Costs of goods sold 39,444 43,742 119,310 122,176
Selling, general &
administrative 9,419 8,432 23,968 25,331
Interest 1,203 1,417 3,636 4,317
50,066 53,591 146,914 151,824
Minority interests (314) 86 (818) (18)
Gain on sale of stock by
affiliates 5,912 5,912 229
Gain on disposition of stock of
a subsidiary 2,567
Income (loss) before income taxes,
discontinued operation and
extraordinary item 3,329 (1,991) 4,190 (6,149)
Income tax expense (248) (183) (1,073) (301)
Income (loss) before discontinued
operation and extraordinary item 3,081 (2,174) 3,117 (6,450)
Discontinued operation (1,015) (285) (2,154) (812)
Income (loss) before
extraordinary item 2,066 (2,459) 963 (7,262)
Extraordinary item
Extinguishment of debt,
net of income tax (87) 35 (79) 35
Net income (loss) $ 1,979 $ (2,424) $ 884 $ (7,227)
Income (loss) per share *
Income (loss) before discontinued
operation and extraordinary
item $ .45 $ (.38) $ .47 $ (1.24)
Discontinued operation (.15) (.05) (.33) (.16)
Extraordinary item (.01) .01 (.01) .01
Income (loss) per share $ .29 $ (.42) $ .13 $ (1.39)
Dividends per share none none none none
* All periods have been restated to reflect the effect of the one for four
reverse stock split (See Note 5(a) to the Consolidated Condensed Financial
Statements).
See accompanying notes to the consolidated condensed financial statements.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine months
ended September 30,
1995 1994
Cash flows from operations:
Net income (loss) $ 884 $ (7,227)
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Provision for discontinued operation 2,075
Depreciation and amortization 3,640 3,232
Loss (gain) from extinguishment of debt 79 (35)
Gain from disposition of stock in
subsidiaries (2,567)
Gain on sale of stock by affiliates (5,912)
Change in other operating assets and
liabilities 3,792 (6,989)
Net cash provided by (used for) operations 1,991 (11,019)
Cash flows from investing activities:
Proceeds from sale of stock of a subsidiary 5,000
Sales of certain net assets and
businesses of a subsidiary
4,470
Additions to property, plant & equipment (1,701) (2,266)
Additions to intangible assets (988) (3,626)
Reduction of investments and other assets, net 139 2,331
Net cash provided by
investing activitie $ 2,450 $ 909
See accompanying notes to the consolidated condensed financial statements.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(in thousands)
Nine months
ended September 30,
1995 1994
Cash flows from financing activities:
Proceeds from short-term borrowings $ 7,160 $ 17,810
Repayments of short-term borrowings (11,020) (5,655)
Proceeds from issuance of long-term debt 4,910 3,871
Reduction of long-term debt (8,728) (3,491)
Exercise of common stock options and
warrants
100
Proceeds from issuance of common stock 188
Net cash provided by (used for)
financing activities (7,678) 12,823
Net increase (decrease) in cash
and cash equivalents (3,237) 2,713
Cash and cash equivalents at the
beginning of the periods 10,075 10,976
Cash and cash equivalents at the
end of the periods $ 6,838 $ 13,689
Supplemental disclosures of cash
flow information:
Cash paid during the periods for:
Interest $ 3,939 $ 3,198
Income taxes $ 421 $ 480
See accompanying notes to the consolidated condensed financial statements.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Inventories
Inventories are valued at the lower of cost or market,principally using
the first-in, first-out (FIFO) method. Inventories consisting of material,
labor, and overhead are classified as follows (in thousands):
September 30, December 31,
1995 1994
Raw materials $ 663 $ 1,973
Work in process 505 462
Finished goods 17,566 15,557
Land held for resale 2,650
$ 18,734 $ 20,642
2. Long-term debt
Long-term debt consists of the following (in thousands):
September 30, December 31,
1995 1994
8% Swiss bonds $ 127 $ 2,999
8% Swiss bonds due 2000 2,365
Swiss convertible bonds 2,007 10,157
New 5% Swiss bonds 2,129 2,129
12% Subordinated debentures 6,759 6,783
Other 10,210 9,145
23,598 31,213
Less current maturities 3,872 13,700
$ 19,725 $ 17,513
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
2. Long-term debt (Continued)
On June 28, 1995, the Compan's Exchange Offer for certain issues of
its outstanding indebtedness expired. The Company accepted for exchange
Swiss Francs ("SFr.") 1,299,000 of its 8% Swiss Bonds due March 1, 1995,
SFr. 1,120,000 of its Convertible Swiss Bonds due March 7, 1995, SFr.
945,000 of its 5.75% Convertible Bonds due May 9, 1995, SFr. 795,000 of its
5.625% Convertible Bonds due March 18, 1996, and $1,212,000 of its 7% Dual
Currency Bonds due March 18, 1996. In exchange for the forgoing bonds,
the Company issued an aggregate of SFr. 3,604,000 of new 8% Swiss Bonds,
due June 28, 2000 (the "New 8% Bonds") and paid $2,873,000 in cash.
The New 8% Bonds were valued at $ 2,340,000(after an original issue discount
of 25%). The principal and interest on the New 8% Bonds are payable either in
cash or in shares of common stock of the Company, at the option of the Company.
The Company reduced its long-term debt due in 1995 and 1996 by $4,824,000 and
realized a loss of $220,000 on the Exchange Offer.
3. Term loan
On April 7, 1995, the Company entered into a $5,000,000
Term Loan Agreement, of which the Company received
approximately $4,900,000 after closing fees. The Term Loan
is payable in sixteen consecutive quarterly installments,
commencing on June 30, 1996. The first fifteen installments
will be $250,000 and the last installment shall be
$1,250,000. The Company has used a portion of the proceeds in
July 1995 to repay and refinance certain of its Swiss
denominated long-term debt due in 1995 and 1996. The Term
Loan is secured by certain assets of the Company and requires
the Company to meet certain financial covenants.
4. Revolving credit agreement
On April 7, 1995, General Physics Corporation (GP), the
Company's 51% owned subsidiary, entered into a new
$20,000,000 secured revolving credit agreement with a
commercial bank, and terminated its previous credit
agreement. Borrowings under the new credit agreement bear
interest at the prime rate or at a rate which is 1.75% over
LIBOR, whichever rate is elected by GP. The new credit
agreement is secured by the accounts receivable of GP and
certain of its subsidiaries, and contains certain covenants
which, among other things, limit the amount and nature of
certain expenditures by GP, and requires GP to maintain
certain financial ratios.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
5. Subsequent events
(a) On September 20, 1995, the Company's stockholders and
Board of Directors approved the proposal to amend the
Company's Restated Certificate of Incorporation to effect a
one-for-four reverse stock split of its Common Stock. The
reverse stock split was effective on October 6, 1995 (the
"Effective Date"). As of September 20, 1995, there were
27,115,240 shares of common stock outstanding and after the
Effective Date there were approximately 6,778,810 shares of
Common Stock outstanding.
On the Effective Date, the shares of common stock held by
stockholders of record were converted into the amount of
whole shares of new common stock equal to the number of their
shares divided by four, with any fractional shares rounded up
to the next whole share.
The balance sheets at September 30, 1995 and December
31, 1994 as well as the earnings (loss) per share for the
quarter and nine months ended September 30, 1995 and 1994
have been restated to reflect the reverse split as if it had
occurred on January 1, 1994.
(b) On October 23, 1995, Five Star, MXL and the Company
entered into various amendments to the Five Star Loan
Agreement and the MXL Loan Agreement. Under the terms of the
amendments, (i) Five Star is allowed to borrow 80% of
Eligible Receivables (as defined), (ii) MXL is allowed to
lend Five Star and the Company up to an additional $750,000
and $500,000, respectively and (iii) the Five Star and MXL
Term Loans were restructured and as of November 1, 1995,
MXL owed $3,960,000 under the MXL Term Loan and Five Star's
Term Loan was repaid in its entirety. In addition, both Five
Star and MXL are permitted to loan or dividend to the Company
50% of their Excess Cash Flow (as defined).
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company realized income before income taxes,
discontinued operation and extraordinary item of $3,329,000
and $4,190,000 for the quarter and nine months ended
September 30, 1995, as compared with a loss of $(1,991,000)
and ($6,149,000) for the corresponding periods of 1994. The
improvement in the Company's results before discontinued
operation and extraordinary item is due to several factors.
The improved results were primarily the result of a
$5,912,000 gain recognized during the third quarter of 1995
as a result of the issuance of common stock by Interferon
Sciences, Inc. (ISI) and the initial public offering by GSE
Systems, Inc. (GSES). At September 30, 1995, the Company
owns approximately 22% of ISI and controls 26% of GSES. In
addition, in January 1995, the Company recognized a
$2,567,000 gain on the sale of 1,666,667 shares of the
Company's GTS Duratek, Inc. (Duratek) common stock. As a
result of the above transaction, the Company's ownership in
Duratek fell below 50% and commencing in January 1995, the
Company has accounted for this investment on the equity
basis. Included in investment and other income(expense), net
for the quarter and nine months ended September 30, 1995, is
$70,000 and $1,061,000, respectively, of foreign currency
transaction losses, compared to losses of $351,000 and
$2,363,000 for the corresponding periods of 1994. The
Physical Science and Optical Plastics Groups achieved
increased operating profits in 1995, partially offset by
reduced operating profits achieved by the Distribution Group.
In addition, for the quarter and nine months ended September
30, 1995, the Company also achieved reduced interest expense
at the corporate level, as a result of reduced long-term
debt.
Foreign currency valuation fluctuations may adversely affect
the results of operations and financial condition of the
Company. At September 30, 1995, the Company had not hedged
its Swiss franc obligations. If the value of the Swiss franc
to the U.S. dollar increases, the Company will recognize
transaction losses on its Swiss franc obligations. On
September 30, 1995, the value of the Swiss franc to the U.S.
dollar was approximately 1.1553 to 1. There can be no
assurance that the Company will be able to swap or hedge
obligations denominated in foreign currencies at prices
acceptable to the Company or at all. The Company will
continue to review this policy on a continuing basis. At
September 30, 1995, the Company had approximately SFr.
4,738,000 of Swiss denominated debt outstanding, of which
approximately SFr. 4,338,000 represents principal amount
outstanding and approximately SFr. 400,000 represents
interest accrued thereon.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
Sales
For the quarter ended September 30, 1995, consolidated sales
decreased by $4,102,000 to $47,551,000 from the $51,653,000
recorded in the corresponding quarter of 1994. For the nine
months ended September 30, 1995, consolidated sales decreased
by $5,094,000 to $142,519,000 from $147,613,000 recorded for
the nine months ended September 30, 1994. The decreased
sales during the periods were the result of reduced sales in
the Distribution Group, partially offset by increased sales
within the Physical Science and Optical Plastics Group. The
decreased sales within the Distribution Group was the result
of the loss of a significant customer. The increased sales
within the Physical Science Group were the result of
consolidating the sales of General Physics Corporation (GP)
since September 1994, partially offset by Duratek being
accounted for on the equity basis since January 1995.
Gross margin
Consolidated gross margin of $8,107,000, or 17%, for the
quarter ended September 30, 1995, decreased by $196,000 when
compared to the consolidated gross margin of $7,911,000, or
15%, for the quarter ended September 30, 1994. For the nine
months ended September 30, 1995, consolidated gross margin of
$23,209,000 or 16% of consolidated sales decreased by
$2,228,000 when compared to $25,437,000 or 17% of
consolidated sales earned in the nine months ended September
30, 1994. The decreased gross margin in 1995 was principally
the result of decreased gross margin achieved by the
Distribution and Physical Science Groups. The decreased
gross margin within the Physical Science Group is primarily
due to the Company's ownership in Duratek falling below 50%
in January 1995, and the Company accounting for the results
of Duratek on the equity basis from that time, partially
offset by GP being included in the consolidated results since
September 1994. The reduced gross margin in the Distribution
Group was the result of reduced sales.
Selling, general and administrative expenses
For the quarter and nine months ended September 30, 1995,
selling, general and administrative expenses (SG&A) of
$9,419,000 and $23,968,000 were $987,000 higher and
$1,363,000 lower than the $8,432,000 and $25,331,000 of SG&A
expenses incurred during the quarter and nine months ended September
30, 1994. The increase for the quarter ended September 30,
1995, was primarily the result of the recording of a reserve
of approximately $1,015,000 by General Physics Corporation
during the third quarter of 1995 related to potentially
uncollectable revenue recorded in years prior to December
1993. The decrease in SG&A for the nine months ended
September 30, 1995, was principally the result of Duratek
being accounted for on the equity method since January 1995
partially offset by the above write-off.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
Interest expense
For the quarter and nine months ended September 30, 1995,
interest expense was $1,203,000 and $3,636,000, compared to
$1,417,000 and $4,317,000 for the second quarter and nine
months ended September 30, 1994. The decreased interest
expense for the nine months ended September 30, 1995, was the
result of reduced long-term debt.
Investment and other income (expense), net
Investment and other income (expense), net, of $246,000 and
$924,000 for the quarter and nine months ended September 30,
1995 increased by $385,000 and $3,073,000, respectively, as
compared to $(139,000) and $(2,149,000) for the corresponding
periods of 1994. The change was principally due to two
factors; $70,000 and $1,061,000 of foreign currency
transaction losses recognized during the quarter and nine
months ended September 30, 1995, compared to losses of
$351,000 and $2,363,000 for the corresponding periods of
1994, and reduced losses recognized in 1995 by Interferon
Sciences, Inc. (ISI), the Company's 22% owned affiliate.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company had cash and cash
equivalents totaling $6,838,000. GP, SGLG, Inc. and American
Drug Company had cash and, cash equivalents of $645,000 at
September 30, 1995. The minority interests of these three
companies are owned by the general public, and therefore the
assets of these subsidiaries have been dedicated to the
operations of these companies and may not be readily
available for the general corporate purpose of the parent.
In addition, GP under its revolving credit agreement (See
Note 4 to the Consolidated Condensed Financial Statements)
can loan up to $2,000,000 to the Company at the prime rate of
interest.
The Company has sufficient cash, cash equivalents and
marketable securities, and borrowing availability under
existing and potential lines of credit to satisfy its cash
requirements for its Swiss Franc denominated indebtedness due
in 1995 and 1996, which totaled approximately $724,000 and
$1,411,000, respectively at September 30, 1995. In order for
the Company to meet its long-term cash needs, which include
the repayment of approximately $6,759,000 of 12% Subordinated
debentures scheduled to mature in 1997, the Company must
obtain additional funds from various sources. The Company
has historically reduced its longterm debt through the issuance
of equity securities in exchange for long-term debt. In
addition to its ability to issue equity securities, the
Company believes that it has sufficient marketable long-term
investments, as well as the ability to obtain additional
funds from its operating subsidiaries and the potential to
enter into new credit arrangements. The Company reasonably
believes that it will be able to accomplish some or all of
the above transactions in order to fund the scheduled
repayment of the Company's 12% Subordinated debentures in
1997.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
QUALIFICATION RELATING TO FINANCIAL INFORMATION
September 30, 1995
The financial information included herein is unaudited. In
addition, the financial information does not include all
disclosures required under generally accepted accounting
principles because certain note information included in the
Company's Annual Report has been omitted; however, such
information reflects all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of
management, necessary to a fair statement of the results for
the interim periods. The results for the 1995 interim period
are not necessarily indicative of results to be expected for the
entire year.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of shareholders held on
September 20, 1995, the following matters were voted upon:
a. Jerome I. Feldman, Scott N. Greenberg, Paul A.
Gould,Roald Hoffmann, Martin M. Pollak, Herbert A. Silverman and
Ogden R. Reid were elected to serve as directors of the Registrant
for a one year term.
b. The proposal to amend the Company's Restated
Certificate of Incorporation to effect a Reverse Stock Split
in which each four shares of issued Common Stock of the
Registrant, whether issued and outstanding or held in
treasury was changed into one share of new Common Stock of
the Company was adopted with a vote of 17,372,104 votes for
and 1,997,020 votes against from the Common Stock and
2,500,000 votes for and no votes against from Class B Capital
Stock for the adoption of this proposal.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
(3) Amended Restated Certificate of Incorporation
filed with the Secretary of State for the State of Delaware
on October 6, 1995.
(10.1) Amendment dated October 23, 1995 to the
Loan Agreement dated April 29, 1993 between Five Star Group, Inc.
and NatWest Bank N.A., filed herewith.
(10.2) Amendment and Supplement dated October 23, 1995 to
the Loan Agreement dated April 29, 1993 between MXL, Industries,
Inc. and NatWest Bank N.A. filed herewith.
(22) Copy of Notice and Proxy Statement for Annual
Meeting of Shareholders held on September 20, 1995, filed
with the Securities and Exchange Commission pursuant to
Section 14 of the Securities Exchange Act of 1934 and
incorporated herein by reference.
b. Reports on Form 8-K
There were no reports filed on Form 8-K for the period ended
September 30, 1995.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
September 30, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed in its behalf by the undersigned thereunto duly
authorized.
NATIONAL PATENT DEVELOPMENT
CORPORATION
DATE: November 14, 1995 Jerome I. Feldman
President & Chief
Executive Officer
DATE: November 14, 1995 Scott N. Greenberg
Vice President &
Chief Financial Officer