UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 4, 1995.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ____________________.
Commission File Number 1-8700
M E A S U R E X C O R P O R A T I O N
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(Exact name of Registrant as specified in its charter)
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DELAWARE 94-1658697
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 255-1500
NOT APPLICABLE
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(Former name, former address & former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock outstanding at July 9, 1995: 15,408,997
(1) Excludes common stock held in treasury.
This document contains 15 pages, with the Exhibit Index located on pages
10 to 12.
1
Part I. Financial Information
Item 1. Financial Statements
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollar amounts in thousands except per share data)
Three Months Ended Six Months Ended
------------------------- --------------------------
June 4, May 29, June 4, May 29,
1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------
Revenues:
Systems $48,814 $36,482 $ 95,616 $ 74,100
Service and other 28,173 26,096 54,806 50,123
------- ------- -------- --------
Total Revenues 76,987 62,578 150,422 124,223
------- ------- -------- --------
Operating costs and expenses:
Systems 29,318 23,264 59,397 47,220
Service and other 17,486 16,333 34,651 31,358
Product development 4,537 4,865 9,307 9,944
Selling and administrative 18,654 15,776 35,894 31,205
------- ------- -------- --------
Total operating costs and expenses 69,995 60,238 139,249 119,727
------- ------- -------- --------
Earnings from operations 6,992 2,340 11,173 4,496
Other income (expense):
Interest expense (524) (330) (1,311) (666)
Interest income and other, net 1,524 1,125 3,325 2,671
------- ------- -------- --------
Total other income, net 1,000 795 2,014 2,005
------- ------- -------- --------
Income before income taxes and
cumulative effect of accounting change 7,992 3,135 13,187 6,501
Provision for income taxes 2,768 1,357 4,482 2,535
------- ------- -------- --------
Income before cumulative effect of
accounting change 5,224 1,778 8,705 3,966
Cumulative effect of accounting change - - - 524
------- ------- -------- --------
Net income $ 5,224 $ 1,778 $ 8,705 $ 4,490
======= ======= ======== ========
Net income per share:
Income before cumulative effect
of accounting change $ .30 $ .10 $ .50 $ .22
Cumulative effect of accounting change - - - .03
------- ------- -------- --------
Net income per share $ .30 $ .10 $ .50 $ .25
======= ======= ======== ========
Dividends per share $ .11 $ .11 $ .22 $ .22
======= ======= ======== ========
Average number of common and
common equivalent shares (in thousands) 17,299 18,040 17,315 18,095
======= ======= ======== ========
The accompanying notes are an integral part of the consolidated condensed
financial statements.
2
MEASUREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar amounts in thousands)
June 4, November 27,
1995 1994
- ----------------------------------------------------------------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 64,321 $ 82,254
Short-term investments 6,271 27,030
Accounts receivable 76,503 61,583
Inventories 30,612 24,685
Prepaid expenses and other 12,350 11,957
-------- --------
Total current assets 190,057 207,509
-------- --------
Contracts receivable 36,365 32,139
Service parts, net 12,554 12,286
Property, plant and equipment, net 49,393 49,655
Other assets 20,531 18,234
-------- --------
Total assets $308,900 $319,823
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,040 $ 4,387
Short-term debt 358 4,063
Accounts payable 7,572 5,989
Accrued expenses 75,735 65,686
Income taxes payable 5,776 3,848
-------- --------
Total current liabilities 93,481 83,973
-------- --------
Long-term debt 21,444 12,167
Deferred income taxes 5,972 6,500
-------- --------
Total liabilities 120,897 102,640
-------- --------
Shareholders' Equity 188,003 217,183
-------- --------
Total liabilities and shareholders' equity $308,900 $319,823
======== ========
The accompanying notes are an integral part of the consolidated condensed
financial statements.
3
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
Six Months Ended
-----------------------------
June 4, May 29,
1995 1994
- -------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 8,705 $ 4,490
Non-cash items included in net income:
Depreciation and amortization:
Service parts 896 873
Property, plant and equipment 4,454 4,712
Capitalized software and goodwill 2,465 2,155
Deferred income taxes (656) (1,923)
Translation loss (gain) (208) (585)
Inventory reserves 577 645
Net decrease (increase) in:
Accounts and contracts receivable (16,377) 440
Inventories and service parts (6,990) (1,167)
Prepaid and other (183) 482
Net increase (decrease) in:
Accounts payable and accrued expenses 9,650 (4,326)
Income taxes payable 1,918 (1,478)
Other, net (82) 837
-------- --------
Net cash provided by operating activities 4,169 5,155
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities (2,000) (51,928)
Sale of available-for-sale securities 11,255 21,203
Maturities of held-to-maturity securities 11,450 29,049
Acquisition of property, plant and equipment (3,675) (3,347)
Acquisition of technology (3,380) -
Capitalized software (800) (1,591)
-------- --------
Net cash provided by (used in) investing
activities 12,850 (6,614)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of short-term debt (3,705) -
Additions to long-term debt 17,779 -
Payment of long-term debt (10,258) (2,576)
Dividends (3,578) (3,936)
Stock issued under employee stock purchase
and stock option plans 8,154 1,359
Payment for treasury stock (43,578) -
-------- --------
Net cash used in financing activities (35,186) (5,153)
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents 234 349
-------- --------
Net decrease in cash and cash equivalents (17,933) (6,263)
Cash and cash equivalents at beginning of period 82,254 76,040
-------- --------
Cash and cash equivalents at end of period $ 64,321 $ 69,777
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Note exchanged for intangible assets $ 700 $ -
The accompanying notes are an integral part of the consolidated condensed
financial statements.
4
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
_____________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated condensed financial statements have been prepared
in accordance with SEC requirements for interim financial statements. They,
therefore, do not include all the disclosures which are presented in the
Measurex Corporation ("the Company") Annual Report on Form 10-K. It is
suggested that the financial statements be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the Company's
Annual Report on Form 10-K.
The information furnished reflects all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for
the fair statement of financial position, results of operations and cash flows
for the interim period. The year-end condensed balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. The results of operations for the
periods presented are not necessarily indicative of results to be expected for
the full year.
Consolidation
The consolidated condensed financial statements include the accounts of all
subsidiaries after elimination of intercompany balances and transactions.
Net Income per Share
Net income per share is computed based on the weighted average number of common
shares outstanding during the period adjusted to reflect the assumed exercise of
outstanding stock options to the extent these had a dilutive effect on the
computation.
Fiscal Year
The Company uses a 52-53 week fiscal year. Fiscal 1995 is a 53 week year and
fiscal 1994 is a 52 week year. The extra week in 1995 is accounted for in the
first quarter.
5
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(June 4, 1995 - Unaudited)
_____________________________________
NOTE 2. INVENTORIES
Inventories consist of the following:
(in thousands) June 4, November 27,
1995 1994
------- ------------
Purchased parts and components $12,673 $12,417
Work in process 11,558 7,724
Finished subassemblies and systems 6,381 4,544
------- -------
$30,612 $24,685
======= =======
- -------------------------------------------------------------------------------
NOTE 3. LINES OF CREDIT AND DEBT
On June 4, 1995, the Company had two unsecured bank line of credit agreements
that provide for unsecured borrowings up to $70 million. The lines of credit
include a $20 million revolving credit agreement that provides for variable
interest rate borrowings based on the London Interbank Offer Rate (LIBOR) and a
$50 million multicurrency credit agreement with a group of banks providing
borrowings at variable interest rates including a base rate borrowing, an
offshore rate borrowing and local currency rate borrowing. The agreements expire
July 1996 and February 1998, respectively. There was $59 million available in
connection with these agreements at June 4, 1995, of which $8 million was
committed to letters of credit.
The Company also has a 5.35% five-year unsecured term loan agreement with a
bank. Interest is payable quarterly, with principal payable in equal quarterly
installments of $1.0 million through June 1998.
These agreements contain certain covenants regarding working capital,
indebtedness and tangible net worth. The Company was in compliance with all
covenants at June 4, 1995.
Long-term debt consists of the following:
(In thousands) June 4, November 27,
1995 1994
------- ------------
Bank credit agreements $10,750 $ 4,063
Term loan 13,000 15,000
Other borrowing 1,734 1,554
------- -------
25,484 20,617
Less amount due within one year 4,040 8,450
------- -------
$21,444 $12,167
======= =======
- --------------------------------------------------------------------------------
NOTE 4. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and claims that arise in the normal
course of its business. In the opinion of management, these proceedings will
not have a material adverse effect on the financial position and results of
operations of the Company.
________________________________________________________________________________
6
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(June 4, 1995 - Unaudited)
_____________________________________
NOTE 5. EXIT AND RESTRUCTURING COSTS
In the fourth quarter of 1994, the Company recorded a $6.4 million charge for
exit costs relating to a restructuring plan. This plan included establishment
of a cross-functional team organization for Cupertino and Ireland operations as
well as consolidation of some other facilities and organizations. Of the $6.4
million, $3.6 million has been utilized through June 4, 1995.
________________________________________________________________________________
NOTE 6. SUBSEQUENT EVENTS
On June 22, 1995, the Company bought back approximately 1.6 million shares of
its stock, held by Harnischfeger Industries, Inc. at the closing market price of
$32.50 per share. This repurchase, combined with the Company's repurchase of
approximately 2 million shares of its stock at $21.50 per share on December
29, 1994, reduced Harnischfeger's holdings of the Company's stock from 20% at
November 27, 1994 to zero. The Company utilized $25.4 million of cash and $27
million of additional debt for the June 1995 transaction.
On June 21, 1995, the Company amended its Credit Agreement with a group of banks
to increase the amount of the unsecured multi-year credit facility from $50
million to $75 million.
7
MEASUREX CORPORATION
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
In the six months ended June 4, 1995, the Company generated $4.2 million of cash
from operating activities. $16.2 million generated by net income after
adjustments for non cash items was partially offset by increases in working
capital to support the higher revenue level. Receivables were impacted by a
high level of shipments in the final month of the quarter and several large
contracts with extended payment terms where cash collection will not occur until
later in the year.
Cash of $12.9 million was generated from investing activities. The company
sold its available-for-sale securities for $11.3 million and reduced its holding
in held-to-maturity securities by $11.5 million. During the first half of the
fiscal year, $3.7 million was spent in acquiring property, plant and equipment.
This is consistent with recent capital expenditure patterns. No major facilities
expansions are planned for the balance of fiscal year 1995. On December 14,
1994, the Company acquired the Webart Division of the Ohmart Corporation, and
its family of on-line measurement and control systems for $3.4 million in cash
and a $0.7 million note payable.
Cash used in financing activities was $35.2 million. In December 1994, the
Company bought back approximately two million shares of the Company's stock held
by Harnischfeger Industries, Inc., reducing Harnischfeger's holdings of the
total stock outstanding to 10% at June 4, 1995 from 20% at November 27, 1994.
The total value of the transaction was $43.6 million. Offsetting the cash
outflow for this transaction and $3.6 million for dividends, the Company
received $8.2 million cash in connection with its employee purchase plan and
stock option exercised and increased its debt by $7.5 million. The Company was
in compliance with all loan convenants as of June 4, 1995.
As a result of the above activities, and excluding exchange rate fluctuations,
the Company's cash and cash equivalents decreased $17.9 million compared to
year-end 1994.
The Company's current ratio (current assets divided by current liabilities) was
approximately 2.0 at the end of the second quarter of 1995 compared to 2.5 at
fiscal year-end 1994. The total debt/total capitalization ratio was 12% as of
June 4, 1995, compared to 9% at fiscal year-end 1994.
As of June 4, 1995, the Company's principal source of liquidity included cash,
cash equivalents and short-term investments of $70.6 million and unsecured
revolving bank lines of credit of $59 million of which $8 million was committed
to letters of credit. On June 21, 1995, in connection with the stock purchase
discussed below, the Company negotiated a $25 million increase in its bank lines
of credit.
On June 22, 1995, the Company purchased the remaining 1.6 million shares held
by Harnischfeger Industries, Inc. for $52.4 million. $25.4 million of cash and
$27.0 million of additional borrowing under the Company's lines of credit were
utilized for this transaction. As a result of this transaction, the Company's
current ratio changed from 2.0 at the end of Q2'95 to 1.8 and total debt/total
capitalization ratio increased from 12% to 22%. The Company remained in
compliance with all loan convenants after this transaction.
The Company believes that its financial resources will provide adequate
flexibility to fund the Company's operating needs, capital expenditures and cash
dividends during the balance of the fiscal year.
8
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS
- ---------------------
System orders in the second quarter of 1995 were $80 million, more than double
the $39 million reported in the second quarter of 1994. This was the highest
level of orders for any quarter in the history of the Company. Orders from the
paper industry were $70 million, and for the industrial systems division were
$10 million. These represent 115% and 55% increases, respectively, over the
second quarter of 1994. The increase in the paper industry is due to upgrades
and replacements of the Measurex installed base and an expanded product offering
resulting from acquisitions made in the last four years. Orders were strong in
all major geographic areas. For the six months ending June 4, 1995 orders were
$130 million, an 86% increase over the comparable period in 1994.
System backlog at the end of the quarter was $129 million, up 52% from $85
million at the end of the second quarter of 1994 and a 33% increase from $97
million at the end of the first quarter of 1995.
System revenue for the second quarter of 1995 was 34% higher, and for the first
half was 29% higher than the same periods in 1994. The increased shipment level
occurred as a result of the higher order levels achieved in the fourth quarter
of 1994 and the first quarter of 1995.
Service revenue for the quarter was 8% higher than the previous year and for
the first half was 9% higher. The increase was due to the higher dollar value
of foreign currency service billings resulting from the weakening of the dollar
and growth in the service business.
Margins on systems in the second quarter of 1995 improved to 40% and for the
first half of 1995 to 38%, both up from 36% in the second quarter of 1994 and
the first half of 1994. The increased volume allowed better utilization of
existing capacity and the product mix was better with more higher margin
products and features being sold.
Service margins improved 1% to 38% compared to the 37% achieved in the second
quarter of 1994. For the first half of 1995 service margin was 37% unchanged
from first half of 1994.
Product development expense in the second quarter of 1995 and for the first half
of 1995 was 7% and 6% below the same period in 1994, respectively. This
reflected savings achieved from the restructuring that took place in the fourth
quarter of 1994.
Selling and administrative expenses in the second quarter of 1995 and in the
first half of 1995 were 18% and 15% higher than the previous year, respectively,
although they remained relatively flat as a percentage of revenue. This was the
result of higher sales commissions, travel and profit sharing consistent with
the increase in sales and profitability, as well as the impact of stronger
foreign currencies.
Interest expense increased as a result of higher debt levels. Interest income
and other improved primarily because the second quarter of 1994 was impacted by
a $0.4 million write down the value of securities available-for-sale.
The effective tax rate in the second quarter was 34.6% up from 33% in the first
quarter. This increase results from a change in the geographic mix of earnings
and brings the year-to-date rate to 34%. This rate of 34% compares to 39% in
the comparable period of 1994. The lower rate compared to 1994 results from the
return to profitability in 1995 of several subsidiaries for which no tax benefit
for losses could be taken in 1994.
Net income for the second quarter of 1995 was $5.2 million, which represents a
194% increase from the $1.8 million result in the second quarter of 1994.
Earnings per share increased to $0.30 up from $0.10.
9
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
The Company held its Annual Meeting of Stockholders at its principal
executive office, One Results Way, Cupertino, California, at
10:00 a.m. Tuesday, April 18, 1995. The results of voting at said
meeting were as follows:
MATTER 1: The following individuals were elected to the Company's
Board of Directors by a vote of the stockholders:
FOR WITHHOLD
---------- --------
David A. Bossen 14,865,994 37,017
Orion L. Hoch 14,869,006 34,005
Jeffrey T. Grade 14,869,405 33,606
In addition, the term of office as a director continued subsequent to
the meeting for the following individuals:
Paul Bancroft III
Dwight C. Baum
John C. Gingerich
John W. Larson
J. W. McKittrick
Graham Tyson
MATTER 2: A proposal to ratify the selection of Coopers & Lybrand
L.L.P., as independent auditors of the Company was approved by a vote
of the stockholders as follows:
FOR AGAINST ABSTAIN
----------- ---------- -------
14,877,622 9,901 15,488
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit Title
------- -----------------------------------------------------
10.1 Copy of Registrant's Employee's Stock Option Plan (1981)
(incorporated by reference from Exhibit 28.1 to Post
Effective Amendment No. 2 to Registration Statement No.
33-22589, filed with the SEC on June 25, 1990)
10.2 Copy of Registrant's Employee's Stock Option Plan (1993)
(incorporated by reference from Form S-8 Registration
Statement No. 33-65762 filed with the SEC on July 8,
1993)
10.3 Copy of Registrant's Management Incentive Plan
(incorporated by reference from Exhibit 10.8 on page 24
of Report on Form 10-K for the fiscal year ended November
30, 1986)
10.4 Copy of Registrant's Employee Stock Purchase Plan,
amended and restated effective December 14, 1993
(incorporated by reference from Exhibit 10.4 on page 21
of Report on Form 10-K for fiscal year ended November 27,
1994).
10.5 Copy of Registrant's Affiliation Agreement dated as of
May 30, 1990, between Measurex Corporation and
Harnischfeger Industries, Inc. (incorporated by reference
from Exhibit 4.1 to Form 8-K filed with the SEC on June
12, 1990)
10.6 Copy of Repurchase Agreement dated December 29, 1994
(which contains certain amendments to the Affiliation
Agreement referred to in Exhibit 10.5) (incorporated by
reference from Exhibit 10.6 on page 21 of Report of Form
10-K for fiscal year ended November 27, 1994.
10
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
---------------------------------
(a) Exhibits
Exhibit
Number Exhibit Title
------- -----------------------------------------------------
10.7 Copy of Registrant's Joint Marketing, Sales and
Development Agreement dated May 30, 1990 between Measurex
Corporation and Beloit Corporation (incorporated by
reference from Exhibit 10.1 to Form 8-K filed with the
SEC on June 12, 1990).
10.8 Copy of Registrant's Joint Marketing, Sales and
Development Agreement dated February 12, 1991 between
Measurex Corporation and Enertec (incorporated by
reference from Exhibit 10.8 on page 33 of Report on Form
10-K for the fiscal year ended December 1, 1991).
10.9 Copy of Registrant's Joint Marketing, Sales and
Development Agreement dated February 28, 1991 between
Measurex Corporation and Mitsubishi Heavy Industries,
Ltd. (incorporated by reference from Exhibit 10.9 on page
34 of Report on Form 10-K for the fiscal year ended
December 1, 1991).
10.10 Copy of Term Loan Agreement dated as of May 21, 1993,
between Measurex Corporation and the Bank of New York
(incorporated by reference from Exhibit 10 on Form 10-Q
for the period ended May 30, 1993).
10.11 Copy of Amendment dated as of February 10, 1995, to Term
Loan Agreement referred to in Exhibit 10.10 (incorporated
by reference from Exhibit 10.11 on page 22 of Report on
Form 10-K for fiscal year ended November 27, 1994).
10.12 Copy of Credit Agreement dated as of July 22, 1993,
between Measurex Corporation and ABN Amro Bank N.V., San
Francisco International Branch and/or Cayman Islands
Branch (incorporated by reference from Exhibit 10.11 on
Form 10-Q for the period ended August 28, 1994).
10.13 Copy of First Amendment dated as of July 8, 1994 to
Credit Agreement referred to in Exhibit 10.12.
(incorporated by reference from Exhibit 10.13 on page 22
of Report on Form 10-K for fiscal year ended November 27,
1994).
10.14 Copy of Second Amendment dated as of December 29, 1994 to
Credit Agreement referred to in Exhibit 10.12
(incorporated by reference from Exhibit 10.14 on page 22
of Report on Form 10-K for fiscal year ended November 27,
1994).
10.15 Copy of Third Amendment dated as of February 10, 1995 to
Credit Agreement referred to in Exhibit 10.11.
(incorporated by reference from Exhibit 10.15 on page 22
on Form 10-K for fiscal year ended November 27, 1994).
10.16 Copy of Credit Agreement dated as of February 10, 1995
among Measurex Corporation, Bank of America National
Trust and Savings Association, as Agent, and the other
financial institutions party hereto (incorporated by
reference from Exhibit 10.16 on page 22 of Report on Form
10-K for fiscal year ended November 27, 1994).
10.17 Copy of Registrant's Stock Option Agreement (Special
Acceleration Grant) dated as of December 14, 1993
(Incorporated by reference from Exhibit 10.10 on page 45
of Report on Form 10-K for the fiscal year ended November
25, 1993).
10.18 Copy of First Amendment dated June 21, 1995 to Credit
Agreement referred to on Exhibit 10.16.
10.19 Copy of Stock Repurchase Agreement and Amendment to Joint
Marketing Sales and Development Agreement dated June 22,
1995 among Measurex, Harnischfeger, HIHC and Beloit
Corporation (incorporated by reference from Exhibit 2.1
on Form 8-K filed with the SEC on July 6, 1995).
11
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K (continued)
(a) Exhibits
Exhibit
Number Exhibit Title
------- -------------
11.0 Computation of Net Income per Share of Common Stock of the
Registrant.
27.0 Financial Data Schedule
Other exhibits have not been filed because conditions requiring filing
do not exist.
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated June 22, 1995 in
which the Company reported that it had bought back from
Harnischfeger Industries, Inc. 1,613,100 shares of outstanding
Measurex Common Stock, par value $.01 per share, at a purchase
price of $32.50 per share on June 22, 1995.
12
MEASUREX CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Measurex Corporation
------------------------------------
(Registrant)
Date: July 18, 1995 By: /s/ Robert Mc Adams, Jr.
-------------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13