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 SEPTEMBER 3, 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
----------------------------------------
(Exact name of Registrant as specified in its charter)
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DELAWARE 94-1658697
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 255-1500
NOT APPLICABLE
- --------------------------------------------------------------------------------
(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 September 3, 1995: 15,587,631
(1) Excludes common stock held in treasury.
This document contains 13 pages, with the Exhibit Index located on pages
11 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 Nine Months Ended
------------------------------ -----------------------------------
September 3, August 28, September 3, August 28,
1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------------
Revenues:
Systems $62,016 $39,542 $157,632 $113,642
Service and other 29,627 26,112 84,433 76,235
------- ------- -------- --------
Total revenues 91,643 65,654 242,065 189,877
------- ------- -------- --------
Operating costs and expenses:
Systems 36,707 25,439 96,104 72,659
Service and other 18,377 16,541 53,028 47,899
Product development 4,749 4,985 14,056 14,929
Selling and administrative 19,823 15,681 55,717 46,886
------- ------- -------- --------
Total operating
costs and expenses 79,656 62,646 218,905 182,373
------- ------- -------- --------
Earnings from operations 11,987 3,008 23,160 7,504
Other income (expense):
Interest expense (856) (331) (2,167) (997)
Interest income and other, net 1,728 1,484 5,053 4,155
------- ------- -------- --------
Total other income, net 872 1,153 2,886 3,158
------- ------- -------- --------
Income before income taxes and
cumulative effect of
accounting change 12,859 4,161 26,046 10,662
Provision for income taxes 4,374 1,623 8,856 4,158
------- ------- -------- --------
Income before cumulative effect
of accounting change 8,485 2,538 17,190 6,504
Cumulative effect of
accounting change - - - 524
------- ------- -------- --------
Net income $ 8,485 $ 2,538 $ 17,190 $ 7,028
======= ======= ======== ========
Net income per share:
Income before cumulative effect
of accounting change $ .51 $ .14 $ 1.01 $ .36
Cumulative effect of
accounting change - - - .03
------- ------- -------- --------
Net income per share $ .51 $ .14 $ 1.01 $ .39
======= ======= ======== ========
Dividends per share $ .11 $ .11 $ .33 $ .33
======= ======= ======== ========
Average number of common and
common equivalent shares
(in thousands) 16,625 18,103 17,015 18,098
======= ======= ======== ========
The accompanying notes are an integral part of the consolidated condensed
financial statements.
2
MEASUREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar amounts in thousands)
September 3, November 27,
1995 1994
- ----------------------------------------------------------------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 45,958 $ 82,254
Short-term investments 1,402 27,030
Accounts receivable 84,155 61,583
Inventories 32,070 24,685
Prepaid expenses and other 13,260 11,957
-------- --------
Total current assets 176,845 207,509
-------- --------
Contracts receivable 37,103 32,139
Service parts, net 12,726 12,286
Property, plant and equipment, net 48,918 49,655
Other assets 19,690 18,234
-------- --------
Total assets $295,282 $319,823
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,429 $ 4,387
Short-term debt - 4,063
Accounts payable 7,214 5,989
Accrued expenses 76,507 65,686
Income taxes payable 5,724 3,848
-------- --------
Total current liabilities 93,874 83,973
-------- --------
Long-term debt 39,754 12,167
Deferred income taxes 6,127 6,500
-------- --------
Total liabilities 139,755 102,640
-------- --------
Shareholders' equity 155,527 217,183
-------- --------
Total liabilities and shareholders' equity $295,282 $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)
Nine Months Ended
----------------------------
September 3, August 28,
1995 1994
- -----------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities 5,648 575
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities (3,202) (73,724)
Sale of available-for-sale securities 11,255 34,339
Maturities of held-to-maturity securities 17,522 51,285
Acquisition of property, plant and equipment (5,836) (5,044)
Acquisition of technology (3,380) -
Capitalized software (1,349) (2,307)
-------- --------
Net cash provided by investing activities 15,010 4,549
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to short-term debt - 4,063
Payment of short-term debt (4,063) -
Additions to long-term debt 47,117 -
Payment of long-term debt (20,275) (3,665)
Dividends (5,269) (5,908)
Stock issued under employee stock purchase and stock
option plans 22,745 1,929
Payment for treasury stock (97,271) -
-------- --------
Net cash used in financing activities (57,016) (3,581)
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents 62 (231)
-------- --------
Net (decrease) increase in cash and cash equivalents (36,296) 1,312
Cash and cash equivalents at beginning of period 82,254 76,040
-------- --------
Cash and cash equivalents at end of period $ 45,958 $ 77,352
======== ========
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)
(Unaudited)
__________________________________________________________
NOTE 2. INVENTORIES
Inventories consist of the following:
(in thousands) September 3, November 27,
1995 1994
------------ ------------
Purchased parts and components $14,166 $12,417
Work in process 11,363 7,724
Finished subassemblies and systems 6,541 4,544
------- -------
$32,070 $24,685
======= =======
- --------------------------------------------------------------------
NOTE 3. LINES OF CREDIT AND DEBT
On September 3, 1995, the Company had two unsecured bank line of credit
agreements that provide for unsecured borrowings up to $95 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 $75 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 $64 million
available in connection with these agreements at September 3, 1995, of which $9
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 September 3, 1995.
Debt consists of the following:
(In thousands) September 3, November 27,
1995 1994
------------ ------------
Bank credit agreements $31,136 $ 4,063
Term loan 11,000 15,000
Other borrowing 2,047 1,554
------- -------
44,183 20,617
Less amount due within one year 4,429 8,450
------- -------
$39,754 $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)
(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, $4.9 million has been utilized through September 3, 1995.
________________________________________________________________________________
NOTE 6. SUBSEQUENT EVENT
On September 16, 1995, the Company signed a definitive agreement to acquire Data
Measurement Corporation (DMC). DMC, located in Gaithersburg, Md., is a leading
manufacturer of measurement systems for the steel industry with revenue in 1994
of $24 million. Approval of the merger will be voted on by DMC shareholders in
early fiscal year 1996.
DMC will operate as a subsidiary, and as part of the Company's Industrial
Systems Division, with manufacturing, engineering, product marketing and sales
support continuing at DMC's facilities.
The Company will pay approximately $30 million to acquire all of the outstanding
stock and other securities of DMC, with common stockholders receiving $18.625
per share.
7
MEASUREX CORPORATION
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
In the nine months ended September 3, 1995, the Company generated $5.6 million
of cash from operating activities. $29.8 million generated by net income after
adjustments for non-cash items was substantially offset by increases in working
capital of $24.2 million. Accounts and contracts receivable increased $26.8
million, net of foreign exchange impact, as a result of higher revenue,
shipments occurring late in the quarter and the Company's ongoing leasing
program. Inventory and service parts increased $10.0 million, net of foreign
exchange impact, partly to support the higher revenue level and also several
large shipments to be delivered early in the fourth quarter increased third
quarter work in process. Offsetting these increases was an $11.3 million, net
of foreign exchange impact, increase in accounts payable and accrued expenses,
including an increase of $8.9 million in customer deposits reflecting the high
level of orders.
Cash of $15.0 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 $17.5 million. During the first nine months of
the fiscal year, $5.8 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 $57.0 million. On June 22, 1995, the
Company bought back approximately 1.6 million shares of its stock, held by
Harnischfeger Industries, Inc. This repurchase, combined with the Company's
repurchase of approximately 2 million shares of its stock on December 29, 1994,
reduced Harnischfeger's holdings of the Company's stock from 20% at November 27,
1994 to zero. The total value of the transactions was $96.0 million.
Offsetting the cash outflow for this transaction and $5.3 million for dividends,
the Company received $22.7 million cash in connection with its employee stock
purchase plan and stock options exercised and increased its debt by $47.1
million. The Company was in compliance with all loan convenants as of
September 3, 1995.
As a result of the above activities, and excluding exchange rate fluctuations,
the Company's cash and cash equivalents decreased $36.3 million compared to
year-end 1994.
The Company's current ratio (current assets divided by current liabilities) was
approximately 1.9 at the end of the third quarter of 1995 compared to 2.5 at
fiscal year-end 1994. The debt to capitalization ratio was 22% as of
September 3, 1995, compared to 9% at fiscal year-end 1994.
As of September 3, 1995, the Company's principal source of liquidity included
cash, cash equivalents and short-term investments of $47.4 million and unsecured
revolving bank lines of credit of $64 million of which $9 million was committed
to letters of credit.
On September 16, 1995, the Company signed a definitive agreement to acquire Data
Measurement Corporation (DMC). DMC is a leading manufacturer of measurement
systems for the steel industry with revenue in 1994 of $24 million. Approval of
the merger will be voted on by DMC shareholders in early fiscal year 1996. The
Company will pay approximately $30 million to acquire all of the outstanding
stock and other securities of DMC, with common stockholders receiving $18.625
per share.
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 next 12 months.
8
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS
- ----------------------
System orders in the third quarter of 1995 were $58 million which represented a
53% increase from the $38 million booked in the third quarter of 1994. This was
the highest third quarter order total in the Company's history. For the first
three quarters of 1995, orders were $188 million, a 74% increase from the 1994
three quarter total of $108 million. This growth reflects the rebound from the
recession in the industries served by the Company, and the Company's ongoing
focus on the industrial systems business.
The industry and geographic breakdown of orders is as follows:
$M $M
------------------------- -------------------------
Three Months Ended Nine Months Ended
------------------------- -------------------------
September 3, August 28, September 3, August 28,
1995 1994 1995 1994
------------ ---------- ------------ ----------
US 21.0 12.0 74.0 45.0
Europe 16.0 8.0 55.0 30.0
Rest of World 21.0 18.0 59.0 33.0
-------- -------- -------- -------
Total 58.0 38.0 188.0 108.0
-------- -------- -------- -------
Pulp and Paper 50.0 35.0 163.0 95.0
Industrial Systems 8.0 3.0 25.0 13.0
-------- -------- -------- -------
Total 58.0 38.0 188.0 108.0
-------- -------- -------- -------
System backlog at the end of the third quarter of 1995 was $124 million, up from
$83 million at the end of the third quarter of 1994 and down slightly from $129
million at the end of the second quarter of 1995.
System revenue for the third quarter of 1995 was 27% higher than the second
quarter of 1995. Compared to 1994, third quarter system revenue was 57% higher,
and for the nine months ended September 3, 1995 was 39% higher than the
comparable 1994 period. The increase in all cases was the result of the higher
orders achieved in the past four quarters.
Service revenue increased 13% for the third quarter of 1995, and 11% for the
nine months ended September 3, 1995 over the comparable periods in 1994.
Increases in revenue for incremental labor services, foreign currency movements
and additional spares revenue account for the increase.
System margins for the third quarter of 1995 were 41% compared to 40% in second
quarter of 1995 and 36% in the third quarter of 1994. For the nine months ended
September 3, 1995, margins were 39% compared to 36% in the comparable period in
1994. This improvement resulted from the Company's ability to achieve better
utilization of existing capacity and fixed overhead, a favorable product mix
with higher margin products and features being sold, and in the third quarter of
1995, better pricing.
Service margins for the third quarter of 1995 were 38%, unchanged from the
second quarter of 1995 and up from 37% in the third quarter of 1994. For the
nine months ended September 3, 1995, the service margin was 37%, unchanged from
the prior year.
Product development expense in the third quarter of 1995 and for the nine months
ended September 3, 1995 was 5% and 6% below the same periods in 1994,
respectively. This reflected savings achieved from the restructuring that took
place in the fourth quarter of 1994.
Selling and administrative expense for the third quarter of 1995 increased 26%
compared to the third quarter of 1994. The increase for the nine months ended
September 3, 1995 was 19% over the comparable 1994 period. Approximately half
the increase is the result of sales commissions, profit sharing and bonuses
consistent with the increase in sales and profitability. In addition, stronger
foreign currencies, increased travel
9
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS (CONT)
- ----------------------------
and the cost of additional sales personnel, the acquisition of the Webart
division, resulted in higher expenses compared to the comparable periods in
1994.
As a result of these changes, earnings from operations for the third quarter of
1995 increased 299% to $12 million from $3 million in 1994. For the nine months
ended September 3, 1995, earnings from operations were $23 million, a 209%
increase from 1994.
Interest expense increased as a result of higher debt levels associated with the
buy-back of approximately 3.6 million shares in the first and second quarters.
Interest income is higher because 1994 was unfavorably impacted by a write-down
in the value of securities available-for-sale ($0.4 million in the third quarter
of 1994 and $0.8 million for the nine months of 1994). Higher interest rates
and increases in the interest income stream from contracts receivable
essentially offset the impact of lower cash balances compared to 1994.
The effective tax rate for both the third quarter of 1995 and the first nine
months was 34%. This compares to 39% in 1994. The lower rate results from
changes in the geographic mix of earnings and 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 third quarter of 1995 was $8.5 million, a 234% increase over
1994, and for the nine months was $17.2 million, a 145% increase over 1994.
Earnings per share for the quarter increased from $0.14 in 1994 to $0.51 in 1995
and for the nine months from $0.39 to $1.01.
10
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit Title
------- --------------------------------------------------------
2.1 Copy of the Agreement and Plan of Reorganization dated
September 16, 1995 among Measurex and Data Measurement
Corporation (incorporated by reference from Exhibit 2.1
on Form 8-K filed with the SEC on September 25, 1995).
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.
10.7 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).
11
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).
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit Title
------- --------------------------------------------------------
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. (incorporated by
reference from Exhibit 10.18 on Form 10-Q for period
ended June 4, 1995).
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).
10.20 Copy of Letter Agreement for a special severance benefit
program for key executives dated May 15, 1995.
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 September 16,
1995 in which the Company reported that it had entered into an
agreement to acquire Data Measurement Corporation (DMC). The
Company would pay approximately $30 million to acquire all of the
outstanding stock and other securities of DMC, with common
stockholders receiving $18.625 per share.
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: October 10, 1995 By: /s/ Robert McAdams, Jr.
-------------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13