- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

------------------------

AMENDMENT NO. 2
TO

FORM 8-K/A

------------------------

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT NOVEMBER 30, 1999

------------------------

MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

------------------------

DELAWARE 0-22183 95-2988062
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
6001 OAK CANYON, IRVINE, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

(949) 451-1450
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

This Amendment No. 2 to Registrant's Current Report on Form 8-K for an
event occurring September 1, 1999 (filed on September 15, 1999 and amended on
November 15, 1999) restates in its entirety Item 7. Financial Statements, Pro
Forma Financial Information and Exhibits.

Modifications included herein are limited to adjustments to the Unaudited
Pro Forma consolidated condensed statements of income for the six months ended
August 31, 1999.

ITEM 7. FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS.

(a) Financial Statements of Business Acquired.

The audited financial statements of Bresser Optik GmbH & Co. KG
("Bresser"), at December 31, 1998 and for the three years then ended, and the
related Report of Independent Accountants, are filed herein.

The unaudited financial statements of Bresser at June 30, 1999 and for the
six months ended June 30, 1999 and 1998 are filed herein.

(b) Pro Forma Financial Information.

The unaudited pro forma consolidated condensed financial statements of
Meade Instruments Corp., a Delaware corporation ("Meade"), for the twelve months
ended February 28, 1999 and the six months ended August 31, 1999 reflecting the
acquisition of Bresser are filed herein.

23.1 Consent of Independent Accountants.

2
3

FINANCIAL STATEMENTS OF
BRESSER OPTIK GMBH & CO. KG

INDEX TO FINANCIAL STATEMENTS

PAGE
----

AUDITED FINANCIAL STATEMENTS OF BRESSER OPTIK GMBH & CO. KG:
Report of Independent Accountants........................... 4
Balance sheets at December 31, 1998 and 1997................ 5
Statements of operations and comprehensive income for the
three years ended December 31, 1998....................... 6
Statements of partners' capital for the three years ended
December 31, 1998......................................... 7
Statements of cash flows for the three years ended December
31, 1998.................................................. 8
Notes to the financial statements........................... 9

UNAUDITED FINANCIAL STATEMENTS OF BRESSER OPTIK GMBH & CO.
KG:
Balance sheets at June 30, 1999 and December 31, 1998....... 16
Statements of operation and comprehensive income for the six
months ended June 30, 1999 and 1998....................... 17
Statements of cash flows for the six months ended June 30,
1999 and 1998............................................. 18
Notes to the unaudited financial statements................. 19

3
4

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Bresser Optik GmbH & Co. KG

In our opinion, the accompanying balance sheets and the related statements
of operations and comprehensive income, of changes in partners' capital and of
cash flows present fairly, in all material respects, the financial position of
Bresser Optik GmbH & Co. KG (the "Company") at December 31, 1998 and 1997, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1998, in conformity with the United States
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with the United States generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Dusseldorf, Germany
July 19, 1999

PRICEWATERHOUSECOOPERS GMBH
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT

/S/ PAPE
WIRTSCHAFTSPRUFER

/S/ SCHILDBACH
WIRTSCHAFTSPRUFER

4
5

BRESSER OPTIK GMBH & CO. KG

BALANCE SHEETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

ASSETS

1998 1997
----------- -----------

Current assets:
Cash........................................................ $ 20,000 $ 71,000
Accounts receivable, net of allowance for doubtful
accounts of $257,000 and $285,000 at December 31, 1998
and 1997, respectively................................. 2,324,000 4,051,000
Inventories, net.......................................... 11,133,000 7,978,000
Income taxes receivable................................... 73,000 --
Prepaid expenses and other current assets................. 127,000 70,000
----------- -----------
Total current assets........................................ 13,677,000 12,170,000
Property and equipment, net................................. 1,339,000 1,279,000
----------- -----------
Total assets................................................ $15,016,000 $13,449,000
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Bank line of credit....................................... 7,723,000 7,404,000
Current portion of long-term debt......................... 468,000 480,000
Accounts payable.......................................... 3,137,000 2,108,000
Accrued liabilities....................................... 558,000 481,000
Income taxes payable...................................... -- 163,000
Deferred income taxes, net................................ 201,000 132,000
----------- -----------
Total current liabilities................................... 12,087,000 10,768,000
Long-term debt, less current portion........................ -- 531,000
----------- -----------
Total liabilities........................................... 12,087,000 11,299,000
----------- -----------
Commitments and contingencies (Note 5)
Partners' capital:
General partners' capital................................. 93,000 89,000
Limited partners' capital................................. 3,193,000 2,582,000
Accumulated other comprehensive income.................... (357,000) (521,000)
----------- -----------
Total partners' capital..................................... 2,929,000 2,150,000
----------- -----------
Total liabilities and partners' capital..................... $15,016,000 $13,449,000
=========== ===========

The accompanying notes are an integral part of these financial statements.

5
6

BRESSER OPTIK GMBH & CO. KG

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1998 1997 1996
----------- ----------- -----------

Revenues............................................ $25,350,000 $28,274,000 $19,995,000
Cost of revenues.................................... 20,455,000 23,839,000 14,594,000
----------- ----------- -----------
Gross profit................................... 4,895,000 4,435,000 5,401,000
----------- ----------- -----------
Operating expenses:
Selling expenses
Salary and wages............................... 780,000 849,000 766,000
Advertising expenses........................... 194,000 76,000 55,000
Packaging material............................. 147,000 174,000 258,000
Social security contributions.................. 137,000 137,000 138,000
Other selling expenses......................... 387,000 592,000 302,000
----------- ----------- -----------
1,645,000 1,828,000 1,519,000
----------- ----------- -----------
General and administrative expenses
Salary and wages............................... 508,000 478,000 431,000
Bank fees...................................... 98,000 109,000 57,000
Insurances..................................... 83,000 56,000 70,000
Social security contributions.................. 77,000 89,000 77,000
Other general and administrative expenses...... 324,000 407,000 451,000
----------- ----------- -----------
1,090,000 1,139,000 1,086,000
----------- ----------- -----------
Total operating expenses.................. 2,735,000 2,967,000 2,605,000
----------- ----------- -----------
Operating income.................................... 2,160,000 1,468,000 2,796,000
Other income (expense):
Interest income................................... -- -- 4,000
Interest expense.................................. (817,000) (507,000) (675,000)
----------- ----------- -----------
Income before income taxes.......................... 1,343,000 961,000 2,125,000
Provision for income taxes.......................... 248,000 153,000 320,000
----------- ----------- -----------
Net income.......................................... $ 1,095,000 $ 808,000 $ 1,805,000
=========== =========== ===========
Other comprehensive income:
Foreign currency translation adjustments.......... 164,000 (340,000) (181,000)
----------- ----------- -----------
Comprehensive income................................ $ 1,259,000 $ 468,000 $ 1,624,000
=========== =========== ===========

The accompanying notes are an integral part of these financial statements.

6
7

BRESSER OPTIK GMBH & CO. KG

STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

ACCUMULATED
GENERAL LIMITED OTHER TOTAL
PARTNERS' PARTNERS' COMPREHENSIVE PARTNERS'
CAPITAL CAPITAL INCOME CAPITAL
--------- ---------- ------------- ----------

Balance, December 31, 1995................. $82,000 $1,604,000 $ -- $1,686,000
Allocation of net income................. 1,805,000 1,805,000
Management fees.......................... 5,000 5,000
Partner draw............................. (4,000) (643,000) (647,000)
Foreign currency translation............. (181,000) (181,000)
------- ---------- --------- ----------
Balance, December 31, 1996................. 83,000 2,766,000 (181,000) 2,688,000
Allocation of net income................. 808,000 808,000
Management fees.......................... 4,000 4,000
Partner draw............................. 2,000 (992,000) (990,000)
Foreign currency translation............. (340,000) (340,000)
------- ---------- --------- ----------
Balance, December 31, 1997................. 89,000 2,582,000 (521,000) 2,150,000
Allocation of net income................. 1,095,000 1,095,000
Management fees.......................... 4,000 4,000
Partner draw............................. (484,000) (484,000)
Foreign currency translation............. 164,000 164,000
------- ---------- --------- ----------
Balance, December 31, 1998................. $93,000 $3,193,000 $(357,000) $2,929,000
======= ========== ========= ==========

The accompanying notes are an integral part of these financial statements.

7
8

BRESSER OPTIK GMBH & CO. KG

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1998 1997 1996
----------- ----------- -----------

Cash flows from operating activities:
Net income.......................................... $ 1,095,000 $ 808,000 $ 1,805,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization................ 131,000 187,000 195,000
Loss on disposal of property and equipment... -- -- 33,000

Changes in operating assets and liabilities:
Accounts receivable, net of allowance for
doubtful accounts......................... 1,727,000 (1,542,000) 273,000
Inventories, net of allowance for old and
obsolete items............................ (3,154,000) (2,559,000) 1,893,000
Prepaid expenses and other current assets.... (57,000) 54,000 10,000
Accounts payable............................. 1,029,000 410,000 (3,051,000)
Accrued liabilities.......................... 77,000 35,000 (79,000)
Income taxes -- current...................... (236,000) (9,000) 156,000
Deferred taxes............................... 69,000 (132,000) 92,000
----------- ----------- -----------
Net cash provided by (used in) operating
activities.............................. 681,000 (2,748,000) 1,327,000
----------- ----------- -----------

Cash flows from investing activities:
Capital expenditures........................... (107,000) (66,000) (171,000)
----------- ----------- -----------
Net cash used in investing activities..... (107,000) (66,000) (171,000)
----------- ----------- -----------

Cash flows from financing activities:
Bank line of credit............................ 319,000 3,461,000 (407,000)
Payments on long-term debt..................... (591,000) (610,000) (233,000)
Proceeds from long-term debt................... -- 1,151,000 267,000
Partner draw................................... (484,000) (990,000) (647,000)
----------- ----------- -----------
Net cash provided by (used in) financing
activities.............................. (756,000) 3,012,000 (1,020,000)
----------- ----------- -----------
Effect of exchange rate changes on cash and cash
equivalents....................................... 131,000 (159,000) (133,000)
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents....................................... (51,000) 39,000 3,000
Cash at beginning of year........................... 71,000 32,000 29,000
----------- ----------- -----------
Cash at end of period............................... $ 20,000 $ 71,000 $ 32,000
----------- ----------- -----------

Cash paid during the period for:
Interest....................................... $ 817,000 $ 507,000 $ 675,000
Income taxes................................... 428,000 238,000 (65,000)

The accompanying notes are an integral part of these financial statements.

8
9

BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Bresser Optik GmbH & Co. KG (the "Company") imports, exports and
distributes optical equipment, consisting of binoculars, telescopes and related
accessories. The Company is located in Borken, Germany. It distributes its
products through a network of specialty retailers and mass merchandisers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements include the accounts of the Company.

Use of Estimates

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

Revenue Recognition

Revenue relating to products sold is recognized upon transfer of legal
title, which is generally upon shipment. The Company derives a significant
percentage of its revenue from sales to purchasing groups from retail chains.

Concentration of Credit Risk

Financial instruments which potentially expose the Company to
concentrations of credit risk consist principally of cash and trade accounts
receivable. The Company places its cash with financial institutions which
management believes are of high credit quality.

Financial Instruments

The carrying amount of the Company's financial instruments, which includes
cash, accounts receivable, accounts payable, accrued expenses, notes payable and
long-term debt, approximates their fair value at the balance sheet dates except
for long-term debt where fair values at December 31, 1998 and December 31, 1997
approximate $469,000 and $1,021,000, respectively. Trade accounts receivable
have been reduced by appropriate allowances for doubtful accounts, to reflect
all probable individual doubtful receivables as well as any probable cash
discounts upon payment receipt of the receivables.

Inventories

Inventories are stated at the lower of cost or market, cost being
determined on the first-in, first-out (FIFO) basis. Adequate allowances for old
and obsolete items are accounted for, based on the age and the volume of
individual inventory items on stock. Inventories consist only of finished goods.
They are mortgaged in favor of Borkener Volksbank eG, Borken, to collateralize
the respective loan amount granted to the Company, which amounts to $3,231,000
at December 31, 1998.

9
10
BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment

Property and equipment are recorded at cost. Depreciation is based on the
following estimated useful lives of the assets using the straight-line method:

Buildings............................................. 15 - 50 years
Office equipment...................................... 2 - 5 years

Expenditures for additions, renewals and improvements of property and
equipment are capitalized. Expenditures for repairs and maintenance are charged
to expense as incurred. As assets are retired or sold, the related cost and
accumulated depreciation are removed from the accounts and any resulting gain or
loss is included in the results of operations.

An encumbrance on real estate property exists in the amount of DM 1.4
million ($835,000 at December 31, 1998) in favor of Deutsche Bank AG, Frankfurt,
to collateralize loans granted to the Company, which amount to $468,000 at
December 31, 1998.

Advertising costs

Advertising costs are fully expensed during the year with $194,000, $76,000
and $55,000 for the fiscal years 1998, 1997 and 1996, respectively.

Income Taxes

No provision for German Federal income taxes is necessary in the financial
statements of the partnership because, as a partnership, it is not subject to
German Federal income tax and the tax effect of its activities accrues to the
partners. The Company recognizes deferred tax assets and liabilities for the
expected future tax consequences relating to German Municipal tax on income of
events that have been included in the Company's financial statements. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using currently enacted tax rates for the year in which the
differences are expected to reverse. The Company records a valuation allowance
against net deferred tax assets if, based upon the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be
realized.

Foreign Currency

The accounts of the Company are translated using exchange rates in effect
at period-end for assets and liabilities and at average exchange rates during
the period for results of operations. The local currency is the functional
currency. The related translation adjustments are reported as a separate
component of partners' capital. Gains or losses resulting from foreign currency
transactions are included in other income (expense) and were immaterial for all
periods presented.

New Accounting Pronouncements

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." The statement establishes standards for the reporting and display of
comprehensive income and its components. Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources. It includes all changes
in equity during a period except those resulting from investments by owners and
distributions to owners. This standard which requires that an enterprise display
an amount representing total comprehensive income for the period SFAS No. 130
has been implemented for the Company's fiscal year ended December 31, 1998.
Prior years have been restated.

10
11
BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In June 1997, the FASB issued SFAS No. 131 "Disclosures about Segments of
an Enterprise and Related Information." This statement changes the way that
public business enterprises report segment information, including financial and
descriptive information about their operating segments, in annual financial
statements and would require that those enterprises report selected segment
information in interim financial reports to stockholders. Operating segments are
defined as revenue-producing components of the enterprise which are generally
used internally for evaluating segment performance. SFAS No. 131 has been
implemented for the Company beginning with the Company's fiscal year ended
December 31, 1998. Prior years have been restated.

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." The statement requires that all derivative
instruments be recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. The ineffective
portion of all hedges will be recognized in current-period earnings. SFAS No.
133 will be effective for the Company beginning with the Company's fiscal year
ending December 31, 1999. As the Company has no derivative instruments and is
not involved in hedging activity, the Company does not expect the adoption of
SFAS No. 133 to have an impact on the Company's financial position or results of
operations.

3. INVENTORIES

Inventories consist of finished goods only and the amount is determined as
follows:

DECEMBER 31,
--------------------------
1998 1997
----------- -----------

Finished goods.................................... $12,318,000 $ 9,525,000
Less allowances for old and obsolete items........ (1,185,000) (1,547,000)
----------- -----------
$11,133,000 $ 7,978,000
=========== ===========

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

DECEMBER 31,
--------------------------
1998 1997
----------- -----------

Land.............................................. $ 121,000 $ 114,000
Buildings......................................... 1,394,000 1,307,000
Office equipment.................................. 1,026,000 859,000
----------- -----------
2,541,000 2,280,000
Less accumulated depreciation..................... (1,202,000) (1,001,000)
----------- -----------
$ 1,339,000 $ 1,279,000
=========== ===========

Depreciation expense relating to property and equipment was $131,000,
$187,000 and $195,000 for the fiscal years 1998, 1997 and 1996, respectively.

11
12
BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases facilities under various operating leases. Future
minimum lease payments under noncancelable operating leases with initial or
remaining terms of one or more years consisted of the following at December 31,
1998:

1999....................................................... $37,000
2000....................................................... 17,000
2001....................................................... 15,000
2002....................................................... 12,000
2003....................................................... 3,000
Thereafter................................................. 10,000
-------
Total future minimum lease payments.............. $94,000
=======

Rental expense during the fiscal years 1998, 1997 and 1996 was $68,000,
$28,000 and $23,000, respectively.

6. DEMAND NOTES PAYABLE

At December 31, 1998, the Company had a credit limit with banks of
$15,924,000 of which the amount of $7,723,000 has been drawn as short-term
liabilities. These amounts are due daily. Interest is calculated quarterly and
is also due daily. These liabilities are personally guaranteed by the sole
limited partner in the maximum amount of $7,336,000 at December 31, 1998, by
real estate property pledged as collateral and by mortgage of the Company's
inventories.

The weighted average interest rate on demand notes payable was 7.50% and
7.50% at December 31, 1998 and 1997, respectively.

7. LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31,
-----------------------
1998 1997
--------- ----------

5.85%, fixed rate long-term collateralized note............. 19,000 96,000
4.75%, fixed rate long-term collateralized note............. 415,000 761,000
7.30%, fixed rate long-term collateralized note............. 34,000 154,000
--------- ----------
Total long-term debt.............................. 468,000 1,011,000
Less: current maturities.................................. (468,000) (480,000)
--------- ----------
$ -- $ 531,000
--------- ----------

The 5.85% fixed rate long-term note is payable in quarterly installments
beginning June 25, 1996. Interest is payable on a quarterly basis.

The 4.75% fixed rate long-term note is payable in quarterly installments
beginning March 25, 1996. Interest is payable on a quarterly basis.

The 7.30% fixed rate long-term note is payable in quarterly installments
beginning June 25, 1995. Interest is payable on a quarterly basis.

12
13
BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

All of these notes are collateralized by the Company's real estate property
in the amount of DM 1.4 million ($835,000 at December 31, 1998) and by
guaranties from the partner up to the maximum amount of DM 5.0 million
($2,982,000 at December 31, 1998).

Aggregate maturities of long-term debt over the next five fiscal years are
as follows: $468,000 in 1999.

8. RELATED PARTY TRANSACTIONS AND BALANCES

The following material related party transactions, comprising sales and
several transfers, and amounts receivable from or payable to related parties are
properly disclosed in the financial statements. The material related party
transactions and balances comprise all business relations to Optus GmbH, Borken,
Germany, and Thomasco A/S, Denmark. At December 31, 1998, Mr. Bresser has a 51%
investment in Optus GmbH and a 50% investment in Thomasco A/S. Optus GmbH will
be liquidated; the respective shareholders' resolution has already been passed.

The respective transactions and balances are as follows:

(a) Optus GmbH

BALANCE BALANCE
PERIOD SALES, FEES PURCHASES ACCS RECEIVABLE ACCS PAYABLE
- ------------------------ -------------- -------------- --------------- ----------------------

1997.................... $185,000 -- Not applicable Not applicable
1998.................... 171,000 -- Not applicable Not applicable
Dec 31, 97.............. Not applicable Not applicable $21,000 $25,000
Dec 31, 98.............. Not applicable Not applicable 33,000 Acc's payable $29,000
Loan 42,000

Optus GmbH was formed in 1997.

(b) Thomasco A/S

BALANCE BALANCE
PERIOD SALES, FEES PURCHASES ACCS RECEIVABLE ACCS PAYABLE
- ------------------------ -------------- -------------- --------------- ----------------------

1996.................... $739,000 -- Not applicable Not applicable
1997.................... 673,000 -- Not applicable Not applicable
1998.................... 275,000 -- Not applicable Not applicable
Dec 31, 97.............. Not applicable Not applicable $274,000 --
Dec 31, 98.............. Not applicable Not applicable 136,000 --

BALANCE BALANCE
PERIOD SALES, FEES PURCHASES ACCS RECEIVABLE ACCS PAYABLE
- ------------------------ -------------- -------------- --------------- ----------------------

1996.................... $8,000 -- Not applicable Not applicable
1997.................... 7,000 -- Not applicable Not applicable
1998.................... 7,000 -- Not applicable Not applicable
Dec 31, 97.............. Not applicable Not applicable $7,000 --
Dec 31, 98.............. Not applicable Not applicable 7,000 --

Besides the above mentioned there are no other material business relations
with related parties. Furthermore, there are no loans, leasing arrangements or
guarantees with these parties.

13
14
BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

The following is a reconciliation between the provision for income taxes
based upon the statutory income tax rate and the Company's effective income tax
expense:

YEARS ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
-------- --------- --------

Income taxes (benefit) at municipal rates......... $228,000 $ 163,000 $361,000
Other............................................. 20,000 (10,000) (41,000)
-------- --------- --------
$248,000 $ 153,000 $320,000
======== ========= ========

The provision for (benefit from) income taxes is comprised as follows:

YEARS ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
-------- --------- --------

Current income tax expense........................ $189,000 $ 253,000 $211,000
Deferred income tax expense (income).............. 59,000 (100,000) 109,000
-------- --------- --------
$248,000 $ 153,000 $320,000
======== ========= ========

All of the deferred taxes are current. The components of the net deferred
income taxes are as follows:

DECEMBER 31,
----------------------
1998 1997
--------- ---------

Deferred tax liabilities:
Inventories............................................... $(224,000) $(166,000)
Property and equipment.................................... (37,000) (34,000)
Accrued liabilities....................................... (55,000) (1,000)
Deferred tax assets:
Accounts receivable....................................... 115,000 69,000
--------- ---------
Total net deferred income taxes................... $(201,000) $(132,000)
========= =========

10. ALLOCATION OF PARTNERSHIP INCOME

According to the partnership agreement, the managing director and sole
limited partner receives DM 120,000 per annum remuneration. The general partner,
Bresser GmbH, a corporation 100% owned by the sole limited partner, receives the
lesser of 15% of net income or DM 7,500. The remaining income is allocated 100%
to the sole limited partner.

14
15
BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

11. GEOGRAPHIC DATA

The Company's operations are conducted in one business segment in Europe.
Export sales accounted for approximately 16% of the Company's net sales for the
fiscal year ended December 31, 1998. Geographic information about the Company
for fiscal years 1998, 1997 and 1996 is as follows -- detailed information is
only available for revenues:

YEARS ENDED DECEMBER 31,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------

Revenues:
Germany..................................... $21,319,000 $23,510,000 $16,295,000
European Community........................ 3,267,000 4,040,000 3,119,000
Other European Countries.................. 764,000 724,000 581,000
----------- ----------- -----------
$25,350,000 $28,274,000 $19,995,000
=========== =========== ===========
Operating income:
Europe.................................... $ 2,164,000 $ 1,387,000 $ 2,504,000
----------- ----------- -----------
$ 2,164,000 $ 1,387,000 $ 2,504,000
=========== =========== ===========
Identifiable assets:
Europe.................................... $ 1,359,000 $ 1,350,000 $ 1,642,000
----------- ----------- -----------
$ 1,359,000 $ 1,350,000 $ 1,642,000
=========== =========== ===========

12. SUBSEQUENT EVENT

On July 15/16, 1999, Meade Instruments Corp. and Meade Instruments Europe
Corp. (collectively, "Meade") acquired by notarial deed 100% of the partners'
capital of the Company for approximately $7.0 million subject to customary
closing conditions. The estimated closing date is scheduled for September 1,
1999. Accordingly, the Company will become a wholly owned subsidiary of Meade at
the close. The acquisition of the Company will be accounted for by Meade using
the purchase method. Certain restructuring activities are expected as a result
of the acquisition by Meade.

15
16

BRESSER OPTIK GMBH & CO. KG

BALANCE SHEETS
(UNAUDITED)

ASSETS

JUNE 30, DECEMBER 31,
1999 1998
----------- ------------

Current assets:
Cash and cash equivalents................................... $ 26,000 $ 20,000
Accounts receivable, net of allowance..................... 1,120,000 2,324,000
Inventories............................................... 9,481,000 11,133,000
Prepaid expenses and other current assets................. 542,000 200,000
----------- -----------
Total current assets.............................. 11,169,000 13,677,000
----------- -----------
Property and equipment, net................................. 1,150,000 1,339,000
----------- -----------
Total assets...................................... $12,319,000 $15,016,000
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
Bank line of credit....................................... $ 7,994,000 $ 7,723,000
Current portion of long-term debt......................... 189,000 468,000
Accounts payable.......................................... 1,387,000 3,137,000
Accrued liabilities....................................... 422,000 558,000
Income taxes payable...................................... 11,000 --
Deferred income taxes, net................................ -- 201,000
----------- -----------
Total current liabilities......................... 10,003,000 12,087,000
----------- -----------
Total liabilities................................. 10,003,000 12,087,000
----------- -----------
Partners' capital:
General partners' capital................................. 93,000 93,000
Limited partners' capital................................. 2,845,000 3,193,000
Accumulated other comprehensive income.................... (622,000) (357,000)
----------- -----------
Total partners' capital........................... 2,316,000 2,929,000
----------- -----------
Total liabilities and partners' capital........... $12,319,000 $15,016,000
=========== ===========

See accompanying notes to unaudited financial statements.

16
17

BRESSER OPTIK GMBH & CO. KG

STATEMENTS OF OPERATION AND COMPREHENSIVE INCOME
(UNAUDITED)

SIX MONTHS ENDED JUNE 30,
--------------------------
1999 1998
----------- -----------

Net sales................................................... $4,553,000 $5,165,000
Cost of sales............................................... 3,381,000 3,897,000
---------- ----------
Gross profit.............................................. 1,172,000 1,268,000
Selling expenses............................................ 602,000 647,000
General and administrative expenses......................... 709,000 732,000
---------- ----------
Operating loss............................................ (139,000) (111,000)
Interest expense............................................ 257,000 225,000
---------- ----------
Loss before income taxes.................................. (396,000) (336,000)
Benefit for income taxes.................................... (47,000) (54,000)
---------- ----------
Net loss.................................................... (349,000) (282,000)
---------- ----------
Other comprehensive income:
Foreign currency translation adjustments.................... (265,000) (23,000)
---------- ----------
Comprehensive loss.......................................... $ (614,000) $ (305,000)
========== ==========

See accompanying notes to unaudited financial statements.

17
18

BRESSER OPTIK GMBH & CO. KG

STATEMENTS OF CASH FLOWS
(UNAUDITED)

SIX MONTHS ENDED JUNE 30,
--------------------------
1999 1998
----------- -----------

Cash flows from operating activities:
Net loss.................................................... $ (349,000) $ (282,000)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization of property and
equipment............................................. 62,000 76,000
Gain on sale of fixed assets........................... 34,000 --
Changes in assets and liabilities:
Decrease in accounts receivable...................... 1,204,000 2,020,000
Decrease (increase) in inventories................... 1,652,000 (2,878,000)
Decrease (increase) prepaids and other current
assets.............................................. (342,000) (322,000)
Decrease in accounts payable......................... (1,750,000) (1,392,000)
(Decrease) increase in accrued liabilities........... (136,000) 415,000
(Decrease) increase in income taxes payable.......... 11,000 (292,000)
Decrease in deferred taxes, net...................... (201,000) --
----------- -----------
Net cash provided by (used in) operating
activities..................................... 185,000 (2,655,000)
----------- -----------
Cash flows from investing activities:
Capital expenditures...................................... (8,000) (23,000)
----------- -----------
Net cash used in investing activities............. (8,000) (23,000)
----------- -----------
Cash flows from financing activities:
Bank line of credit....................................... 271,000 4,668,000
Payments on long-term debt................................ (279,000) (1,011,000)
Partner draw.............................................. -- (339,000)
----------- -----------
Net cash provided by (used in) financing
activities..................................... (8,000) 3,318,000
Effect of the exchange rate on cash and cash equivalents.... (149,000) (44,000)
----------- -----------
Net increase in cash and cash equivalents................... 20,000 596,000
Cash and cash equivalents at beginning of year.............. 6,000 71,000
----------- -----------
Cash and cash equivalents at end of year.................... $ 26,000 $ 667,000
=========== ===========

See accompanying notes to unaudited financial statements.

18
19

BRESSER OPTIK GMBH & CO. KG

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

A. THE FINANCIAL STATEMENTS HAVE BEEN PREPARED BY THE COMPANY AND ARE UNAUDITED.

In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the financial position and
results of operations for the interim periods presented.

The Company has experienced, and expects to continue to experience,
substantial fluctuations in its sales, gross margins and profitability from
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market
acceptance of the Company's products, competitive pricing pressures, the
Company's ability to meet increasing demand and delivery schedules and the
timing and extent of research and development expenses, marketing expenses and
product development expenses. In addition, a substantial portion of the
Company's net sales and operating income typically occur in the third quarter of
the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the Christmas holiday season. The
results of operations for the six months ended June 30, 1999 and 1998,
respectively, are not necessarily indicative of the operating results for the
entire fiscal year.

B. INVENTORIES:

Inventories consist solely of finished goods.

C. SUBSEQUENT EVENT

On September 1, 1999 Rolf Bresser, an individual, completed the sale to
Meade Instruments Corp., a Delaware corporation ("Meade") of 100% of the stock
and equity interests in Bresser Optik GmbH & Co. KG, and Bresser Optik
Geschaftsfuhrung und Verwaltungs GmbH, (collectively "Bresser"), for $5 million
in cash and 100,915 shares of Meade Instruments Corp. common stock valued at
approximately $2 million. Accordingly, the Company became a wholly owned
subsidiary of Meade. The acquisition of the Company will be accounted for by
Meade using the purchase method.

19
20

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF
MEADE INSTRUMENTS CORP.
FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 1999
AND THE SIX MONTHS ENDED AUGUST 31, 1999
REFLECTING THE ACQUISITION OF BRESSER

INDEX TO PRO FORMA FINANCIAL INFORMATION

PAGE
----

Unaudited pro forma consolidated condensed financial
statements................................................ 21
Pro Forma consolidated condensed statement of income for the
twelve months ended February 28, 1999 (Unaudited)........... 22
Pro Forma consolidated condensed statement of income for the
six months ended August 31, 1999 (Unaudited).............. 23
Pro Forma consolidated condensed balance sheet at August 31,
1999 (Unaudited).......................................... 24
Notes to pro forma consolidated condensed financial
statements (Unaudited).................................... 25

20
21

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

On September 1, 1999, Meade Instruments Corp., a Delaware corporation,
through its wholly owned subsidiary Meade Instruments Europe Corp., a California
corporation (collectively the "Company" or "Meade"), acquired from Rudolf
Bresser, an individual, all of the issued and outstanding equity interests of
Bresser Optik GmbH & Co. KG, and all of the issued and outstanding shares of
Bresser Optik Geschaftsfuhrung und Verwaltungs GmbH (collectively, "Bresser").
The purchase price was approximately $7.4 million consisting of $5 million in
cash and 101,915 newly issued shares of Meade common stock valued at
approximately $2.4 million.

Bresser is in the business of developing and distributing consumer optics
products, including, without limitation, telescopes, binoculars, microscopes and
other optical equipment. Bresser's assets include, but are not limited to:
equipment, office/warehouse facility, inventory of saleable goods, rights and
interests arising under or in connection with certain contracts, prepaid
expenses and deposits, sales data and intangible property including the goodwill
associated with the business.

The unaudited pro forma consolidated condensed statements of income, which
are presented in U.S. dollars, give effect on a purchase accounting basis to the
acquisition of Bresser. The pro forma consolidated condensed statement of income
for the twelve months ended February 28, 1999 has been prepared by combining the
consolidated statement of income of Meade for the twelve months ended February
28, 1999 with the statement of operations of Bresser for the twelve months ended
December 31, 1998. The pro forma consolidated condensed statement of income for
the six months ended August 31, 1999 have been prepared by combining the
statements of income of Meade for the six months ended August 31, 1999 and the
statement of operations of Bresser for the six months ended June 30, 1999.

The unaudited pro forma consolidated condensed statements of income for the
twelve months ended February 28, 1999 and the six months ended August 31, 1999
assume that the acquisition occurred on March 1, 1998 and 1999 respectively. The
unaudited pro forma consolidated condensed statements of income do not purport
to represent the results of operations of the Company had the transaction and
events assumed herein occurred on the dates specified, nor are they necessarily
indicative of the results of operations that may be achieved in the future. The
pro forma adjustments are based on management's preliminary purchase price
allocations, pending completion by the Company of the final evaluation of the
fair values of the net assets acquired. These results are not anticipated by
management to be materially different than those presented herein.

The pro forma consolidated condensed financial information is based upon
certain assumptions and adjustments described in the notes to the pro forma
consolidated condensed financial statements. The pro forma consolidated
condensed financial information should be read in conjunction with (a) the
historical financial statements, and related notes, of Meade contained in
Meade's quarterly report on Form 10-Q for the quarter ended August 31, 1999 and
in the Annual Report on Form 10-K for the year ended February 28, 1999 and (b)
Bresser's historical financial statements referenced in the index on page 3 of
this report.

21
22

PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 1999
(UNAUDITED)

MEADE BRESSER
TWELVE MONTHS TWELVE MONTHS
ENDED ENDED PRO FORMA PRO FORMA
FEBRUARY 28, 1999 DECEMBER 31, 1998 ADJUSTMENTS NOTES COMBINED
----------------- ----------------- ----------- ----- ------------

Sales............................ $76,321,000 $25,350,000 $101,671,000
Cost of sales.................... 44,255,000 20,455,000 64,710,000
----------- ----------- ------------
Gross profit................... 32,066,000 4,895,000 36,961,000
Selling expense.................. 12,268,000 1,645,000 13,913,000
General and administrative
expenses....................... 8,525,000 1,090,000 $ 294,000 A
24,000 B 9,933,000
Research and development
expenses....................... 978,000 -- 978,000
----------- ----------- ------------
Operating income............... 10,295,000 2,160,000 12,137,000
Interest expense................. 473,000 817,000 368,000 C 1,658,000
----------- ----------- ------------
Income before income taxes..... 9,822,000 1,343,000 10,479,000
Provision for income taxes....... 4,223,000 248,000 (288,000) D
424,000 E 4,607,000
----------- ----------- ------------
Net income....................... $ 5,599,000 $ 1,095,000 $ 5,872,000
=========== =========== ============
Earnings per share -- basic...... $ 0.82 $ 0.84
=========== ============
Earnings per share -- diluted.... $ 0.80 $ 0.82
=========== ============
Weighted average shares
outstanding -- basic........... 6,859,000 102,000 F 6,961,000
=========== ============
Weighted average shares
outstanding -- diluted......... 7,035,000 102,000 F 7,137,000
=========== ============

22
23

PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED AUGUST 31, 1999
(UNAUDITED)

MEADE BRESSER
SIX MONTHS ENDED SIX MONTHS ENDED PRO FORMA PRO FORMA
AUGUST 31, 1999 JUNE 30, 1998 ADJUSTMENTS NOTES COMBINED
---------------- ---------------- ----------- ----- -----------

Sales.............................. $41,235,000 $4,553,000 $45,788,000
Cost of sales...................... 23,981,000 3,381,000 27,362,000
----------- ---------- -----------
Gross profit..................... 17,254,000 1,172,000 18,426,000
Selling expense.................... 5,228,000 602,000 5,830,000
General and administrative
expenses......................... 5,572,000 709,000 $ 147,000 A
12,000 B 6,440,000
Research and development
expenses......................... 540,000 -- 540,000
----------- ---------- -----------
Operating income................. 5,914,000 (139,000) 5,616,000
Interest expense................... 120,000 257,000 184,000 C 561,000
----------- ---------- -----------
Income before income taxes....... 5,794,000 (396,000) 5,055,000
Provision for income taxes......... 2,434,000 (47,000) (144,000) D
(151,000) E 2,092,000
----------- ---------- -----------
Net income......................... $ 3,360,000 $ (349,000) $ 2,963,000
=========== ========== ===========
Earnings per share -- basic........ $ 0.48 $ 0.42
=========== ===========
Earnings per share -- diluted...... $ 0.46 $ 0.40
=========== ===========
Weighted average shares
outstanding -- basic............. 6,948,000 102,000 F 7,050,000
=========== ===========
Weighted average shares
outstanding -- diluted........... 7,291,000 102,000 F 7,393,000
=========== ===========

23
24

PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS
AT AUGUST 31, 1999
(UNAUDITED)

ASSETS

MEADE BRESSER PRO FORMA PRO FORMA
AUGUST 31, 1999 JUNE 30, 1999 ADJUSTMENTS NOTES COMBINED
--------------- ------------- ----------- ----- -----------

Current assets:
Cash.................................. $ 1,385,000 $ 26,000 $ 1,411,000
Accounts receivable................. 14,042,000 1,120,000 15,162,000
Inventory........................... 30,392,000 9,481,000 39,873,000
Deferred income taxes............... 5,730,000 -- 5,730,000
Prepaids and other current assets... 517,000 541,000 1,058,000
----------- ----------- -----------
Total current assets........ 52,066,000 11,168,000 63,234,000
Other assets.......................... 5,220,000 -- $ (590,000) A 4,630,000
Property and equipment, net........... 4,894,000 1,150,000 643,000 B 6,687,000
----------- ----------- -----------
Total assets................ $62,180,000 $12,318,000 $74,552,000
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Line of credit...................... $15,425,000 $ 7,994,000 $23,419,000
Accounts payable.................... 5,138,000 1,386,000 6,524,000
Accrued liabilities................. 6,433,000 433,000 6,866,000
Current portion, long-term debt..... 324,000 189,000 513,000
----------- ----------- -----------
Total current liabilities... 27,320,000 10,002,000 37,322,000
Long-term debt........................ 5,000,000 -- 5,000,000
Long-term capital lease obligations... 575,000 -- 575,000

Stockholders' equity:
Common stock........................ 79,000 -- $ 1,000 F 80,000
Additional paid-in capital.......... 22,069,000 -- 2,369,000 F 24,438,000
Retained earnings................... 13,862,000 -- 13,862,000
Unearned ESOP shares................ (6,725,000) -- (6,725,000)
General partner capital............. -- 93,000 (93,000) G --
Limited partner capital............. -- 2,845,000 (2,845,000) G --
Accumulated other comprehensive
income........................... -- (622,000) 622,000 G --
----------- ----------- -----------
Total stockholders'
equity.................... $29,285,000 $ 2,316,000 $31,655,000
----------- ----------- -----------
Total liabilities and
equity.................... $62,180,000 $12,318,000 $74,552,000
=========== =========== ===========

24
25

NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 1999
AND FOR THE SIX MONTHS ENDED AUGUST 31, 1999

NOTE A

As of August 31, 1999, the Company deposited $5,000,000 in an escrow
account in order to close the purchase on September 1, 1999. This deposit was
recorded in other assets at August 31, 1999. The adjustment of $590,000 adjusts
the amount previously recorded as a deposit to the preliminary estimate of
goodwill of $4,410,000. The goodwill will be amortized on a straight line basis
over a fifteen year useful life. Accordingly, the amortization expense for the
year ended February 28, 1999 and for the six months ended August 30, 1999 is
$294,000 and $147,000, respectively.

NOTE B

Represents the adjustment to increase the value of the Property, Plant and
Equipment acquired to $1,782,000, management's estimate of its fair value.
Approximately, $68,000 represents the increase in the fair value of the land
acquired and the remaining $575,000 was allocated to the building and equipment.
The additional depreciation for the year ended February 28, 1999 and for the six
months ended August 30, 1999 is estimated to be $24,000 and $12,000,
respectively.

NOTE C

In connection with the acquisition the Company borrowed $5,000,000 from its
long term bank facility in order to fund the cash portion of the purchase price.
The interest is at an annual rate of LIBOR plus two percent, approximately 7.4%
at August 30, 1999. The adjustments reflecting the additional interest expense
for the year ended February 28, 1999 and for the six months ended August 30,
1999 are estimated to be $368,000 and $184,000, respectively.

NOTE D

Represents the tax effect of the pro forma adjustments for goodwill
amortization (see Note A), depreciation expense (see Note B) and interest
expense (see Note C) at a rate of 42%.

NOTE E

Prior to the acquisition by the Company, Bresser operated as a limited
partnership and any earnings were passed through to the partners. The adjustment
reflects the income tax that would otherwise have been payable and is based upon
a rate of 50%.

NOTE F

Represents the issuance of 101,915 shares of the Company's common stock
valued at a $23.25 per share or $2,370,000. The price per share was based upon
the market value of the Company's common stock on the date of closing, September
1, 1999.

NOTE G

Adjustment to eliminate the equity interests of Bresser.

25
26

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MEADE INSTRUMENTS CORP.

By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board and
Chief Executive Officer

Dated: November 30, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JOHN C. DIEBEL Chairman of the Board and November 30, 1999
- ----------------------------------------------------- Chief Executive Officer
John C. Diebel (Principal Executive
Officer)

/s/ STEVEN G. MURDOCK Director, President, Chief November 30, 1999
- ----------------------------------------------------- Operating Officer and
Steven G. Murdock Secretary

/s/ BRENT W. CHRISTENSEN Vice President, Finance and November 30, 1999
- ----------------------------------------------------- Chief Financial Officer
Brent W. Christensen (Principal Financial and
Accounting Officer)

/s/ JOSEPH A. GORDON, JR. Director and Senior Vice November 30, 1999
- ----------------------------------------------------- President of North American
Joseph A. Gordon, Jr. Sales

Director
- -----------------------------------------------------
Timothy C. McQuay

Director
- -----------------------------------------------------
Harry L. Casari

26
27

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

23.1.. Consent of Independent Accountants