1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended JULY 2, 1995
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to ___________

Commission file number 1-1370

BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)

A Wisconsin Corporation 39-0182330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 414-259-5333

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------

Common Stock (par value $0.01 per share) New York Stock Exchange
Common Share Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No______

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $1,074,139,000 based on the reported last sale
price of such securities as of September 8, 1995.

Number of Shares of Common Stock Outstanding at September 8, 1995: 28,927,000.

DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K Into Which Portions
Document of Document are Incorporated
-------- ------------------------------------
Annual Report to Shareholders
for year ended July 2, 1995 Parts I (Item 1) and II

Proxy Statement for Annual Meeting
on October 18, 1995 Part III

The Exhibit Index is located on page 11.

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TABLE OF CONTENTS

PART I
------

Item Page
- ---- ----

1. Business 1

2. Properties 3

3. Legal Proceedings 3

4. Submission of Matters to a Vote of Security Holders 3

Executive Officers of the Registrant 4

PART II
-------

5. Market for the Registrant's Common Equity and Related Stockholder Matters 6

6. Selected Financial Data 6

7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6

8. Financial Statements and Supplementary Data 6

9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 6

PART III
--------

10. Directors and Executive Officers of the Registrant 6

11. Executive Compensation 6

12. Security Ownership of Certain Beneficial Owners and Management 6

13. Certain Relationships and Related Transactions 6

PART IV
-------

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 7

Signatures 8

PART I

Item 1. Business

Basic Business

Briggs & Stratton Corporation is the world's largest producer of air cooled
gasoline engines for outdoor power equipment. The Company designs,
manufactures, markets and services these products for original equipment
manufacturers worldwide. For many years, the Company was also the world's
largest producer of locks for automobiles and trucks. On February 27, 1995,
this automotive lock business was spun off to shareholders. For fiscal 1995,
engines, parts and related products accounted for 95% of sales. These engines
were air cooled aluminum alloy gasoline engines ranging from 3 through 20
horsepower. The remaining 5% of sales was provided by Briggs & Stratton
Technologies, the former lock division.

Engines

In fiscal 1995, approximately 84% of original equipment gasoline engine sales
were to manufacturers of lawn and garden equipment; approximately 16% were to
manufacturers of other powered equipment, primarily for the construction
industry and for agriculture. In the United States and Canada, engine sales are
primarily made directly to original equipment manufacturers.

Sales to the Company's largest engine customer, MTD Products Inc., were 18% of
total sales in fiscal 1995. Sales to its second largest customer, Tomkins PLC,
were 14% of sales and sales to its third largest customer, A B Electrolux, were
12% of sales. Under purchasing plans available to all gasoline engine
customers, the Company normally enters into annual engine supply agreements
with these producers of end products powered by the Company's gasoline engines.
Company management has no reason to anticipate a change from the continuation
of this practice or in its historical business relationships with these
companies.

The major domestic competitors of the Company in engine manufacturing are
Tecumseh Products Company, Kohler Co., Kawasaki Heavy Industries, Ltd., Honda
Motor Co., Ltd. and Onan Corporation. Also, two domestic lawn mower
manufacturers, Toro Co. under its Lawn-Boy brand and Honda, manufacture their
own engines. Eight Japanese small engine manufacturers, of which Honda and
Kawasaki are the largest, are worldwide competitors not only in the sale of
engines, but end products as well. Tecnamotor S.p.A., located in Italy and
owned by Tecumseh, is a major competitor in Europe. Major areas of competition
from all engine manufacturers are product quality, price, timely delivery and
service. The Company believes its product quality and service reputation have
given it the strong brand name identification it enjoys.

Servicing of all the Company's gasoline engine products is done by a network of
over 35,000 independent service parts distribution and repair outlets in the
United States and Canada and many foreign countries.

Manufacturing activity in the lawn and garden industry is driven by the need to
deliver new lawn mowers, garden tractors and tillers for retail sales in the
spring and early summer. Thus, demand from customers is at its height in their
winter and spring manufacturing season. Most engines are manufactured to
individual customer specifications. The Company offers financial incentives to
its OEMs to specify standardized engines; to take delivery during the off
season; and to commit early, for delivery at specific times during the busy
season. These programs, designed to level manufacturing activity, cause the
Company to build inventories of finished engines in the first and second
quarters. Thus, sales generally are highest in the March quarter and weakest in
the September quarter. Customer orders in the last three months of the fiscal
year depend on spring retail sales, so the June quarter is the least
predictable.

General

The Company manufactures a majority of the components used in its products and
purchases the balance of its requirements. The Company manufactures its own
ductile and grey iron castings, aluminum die castings and a high percentage of
other major components, such as carburetors and ignition systems. The Company
also purchases certain finished standard commercial parts such as piston rings,
spark plugs, valves, zinc die castings and plastic components, some stampings
and screw machine parts and smaller quantities of other components. Raw
material purchases are for aluminum, steel, and brass. The Company believes its
sources of supply are adequate.

The Company holds certain patents on features incorporated in its products;
however, the success of the Company's business is not considered to be
primarily dependent upon patent protection. Licenses, franchises and
concessions are not a material factor in the Company's business. For the years
ending July 2, 1995, July 3, 1994 and June 27, 1993, the Company spent
approximately $13,112,000, $12,520,000 and $10,411,000, respectively, on
Company sponsored research activities relating to the development of new
products or the improvement of existing products.

The average number of persons employed by the Company during the fiscal year
was 8,584. Employment ranged from a low of 6,958 in June 1995 to a high of
9,506 in January 1995.

Financial Information About Industry Segments

Financial information about industry segments appears in Note 3 of the Notes to
Consolidated Financial Statements in the 1995 Annual Report to Shareholders and
is incorporated herein by reference.

Export Sales

Export sales for fiscal 1995 were $312,234,000 (23% of total sales), for fiscal
1994 were $264,866,000 (21% of total sales) and for fiscal 1993 were
$249,610,000 (22% of total sales). These sales were principally to customers in
European countries.

Item 2. Properties

The corporate offices as well as the Company's largest engine manufacturing
facility are located in Wauwatosa, Wisconsin, a suburb of Milwaukee. Three
other facilities located in the Milwaukee metropolitan area are used for
production, warehousing and distribution of engines and engine parts. These are
owned facilities containing approximately 3,232,000 square feet of office,
warehouse and production area. Engines also are manufactured at a 295,000
square foot owned facility in Murray, Kentucky and a 236,000 square foot owned
facility in Poplar Bluff, Missouri.

The Company has four plants under construction. These are located in Rolla,
Missouri; Auburn, Alabama; Statesboro, Georgia and Ravenna, Michigan. The
plants, when completed in fiscal 1996, will allow the Company to better serve
its customers through added capacity and closer proximity to customer assembly
plants.

The engine business is seasonal, with demand for engines at its height in the
winter and early spring. Engine manufacturing operations run at capacity levels
during the peak season, with many operations running three shifts. Engine
operations generally run one shift in the summer, when demand is weakest and
production is considerably under capacity. During the winter, when finished
goods inventories reach their highest levels, owned warehouse space may be
insufficient and capacity may be expanded through rented space. Excess
warehouse space exists in the spring and summer seasons. The Company's owned
properties are well maintained.

The Company leases 173,000 square feet of space to house its European warehouse
in the Netherlands and its foreign sales and service operations in Australia,
Canada, France, Germany, New Zealand, Sweden, Switzerland and the United
Kingdom.

Item 3. Legal Proceedings

There are no pending legal proceedings that are required to be reported under
this item.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the three months ended July 2,
1995.

Executive Officers of the Registrant

Name, Age, Position Business Experience for Past Five Years
------------------- ---------------------------------------

FREDERICK P. STRATTON, JR., 56 Mr. Stratton was elected to the position of
Chairman and Chief Executive Officer Chief Executive Officer in May 1977 and
(1)(2)(3) Chairman in November 1986. He also served
in the position of President from January 1992
to August 1994.

JOHN S. SHIELY, 43 Mr. Shiely was elected to his current position
President and Chief Operating Officer(1) in August 1994 after serving as Executive Vice
President - Administration since November 1991.
He joined the Company in June 1986 as General
Counsel and served as Vice President and General
Counsel from November 1990 to November 1991.

ROBERT H. ELDRIDGE, 57 Mr. Eldridge was elected to his current position
Executive Vice President and effective April 1995. He has served as Secretary -
Chief Financial Officer, Treasurer since January 1984.
Secretary - Treasurer(1)

MICHAEL D. HAMILTON, 53 Mr. Hamilton was elected to his present position
Executive Vice President - effective June 1989.
Sales and Service

JAMES A. WIER, 52 Mr. Wier was elected to his current position in
Executive Vice President - Operations April 1989.

ERIK ASPELIN, 54 Mr. Aspelin assumed his current position in
Vice President - Distribution July 1989.
Sales and Service

JAMES E. BRENN, 47 Mr. Brenn was elected to his current position in
Vice President and Controller November 1988.

RICHARD J. FOTSCH, 40 Mr. Fotsch was elected an executive officer
Vice President; General Manager - in May 1993 after serving the Small Engine
Small Engine Division Division as General Manager from July 1989
to July 1990 and as Vice President and
General Manager from July 1990 to May 1993.

HUGO A. KELTZ, 47 Mr. Keltz was elected an executive officer in May 1992
Vice President - International after serving as Vice President - International since
June 1991. He served as Regional Director - Europe
from November 1989 to June 1991.

PAUL M. NEYLON, 48 Mr. Neylon was elected an executive officer in May 1993,
Vice President; General Manager - after serving the Vanguard Division as Vice President
Vanguard Division and General Manager since November 1991. He previously
served the Castings Division as Vice President and General
Manager from July 1990 to November 1991.

STEPHEN H. RUGG, 48 Mr. Rugg was elected to his current position in
Vice President - Sales and Marketing November 1988.

THOMAS R. SAVAGE, 47 Mr. Savage was elected to his current position in
Vice President - Administration November 1994 after serving as General Counsel since
and General Counsel joining the Company in April 1992. He held the position
of Vice President, Secretary and General Counsel at Sta-
Rite Industries, Inc., a manufacturer of pumps and other
fluids-handling equipment and controls, from 1984 to 1992.

GREGORY D. SOCKS, 46 Mr. Socks was elected an executive officer in May 1993
Vice President; General Manager - after serving the Large Engine Division as General
Large Engine Division Manager from August 1989 to July 1990 and Vice President
and General Manager from July 1990 to May 1993.

GERALD E. ZITZER, 48 Mr. Zitzer was elected to his current position in
Vice President - Human Resources November 1988.

(1) Officer is also a Director of the Company.

(2) Member of Executive Committee.

(3) Member of Planning Committee.

Officers are elected annually and serve until their successors are elected and
qualify.

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PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

Information required by this Item is incorporated by reference to "Quarterly
Financial Data, Dividend and Market Information" on page 31 of the 1995 Annual
Report to Shareholders.

Item 6. Selected Financial Data

Information required by this Item appears under the heading "Ten Year
Comparisons" on pages 32 and 33 of the 1995 Annual Report to Shareholders and
is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Management's discussion and analysis of results of operations and financial
condition of the Company appears on pages 28 through 30 of the 1995 Annual
Report to Shareholders and is incorporated by reference in this Form 10-K.

Item 8. Financial Statements and Supplementary Data

The information required by Item 8 is incorporated by reference from the
Consolidated Financial Statements and Notes to Consolidated Financial
Statements appearing on pages 12 through 25 and page 31 of the 1995 Annual
Report to Shareholders.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

The Company has not changed independent accountants in the last two years.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information pertaining to directors is incorporated herein by reference from
pages 2 and 3 of the Company's 1995 Annual Meeting Proxy Statement dated
September 11, 1995. Information regarding executive officers required by Item
401 of Regulation S-K is furnished in Part I of this Form 10-K. Information
required by Item 405 of Regulation S-K is incorporated by reference from page 6
of the Company's 1995 Annual Meeting Proxy Statement.

Item 11. Executive Compensation

The information required by Item 11 is incorporated by reference from the
section entitled Election of Directors on page 2, the final two paragraphs of
the Nominating and Salaried Personnel Committee Report on Executive
Compensation found on page 11 and the Executive Compensation section found on
pages 12-16 of the Company's 1995 Annual Meeting Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by Item 12 is incorporated by reference from pages 5
and 6 of the Company's 1995 Annual Meeting Proxy Statement.

Item 13. Certain Relationships and Related Transactions

The information required by Item 13 is incorporated by reference from pages 4
and 18 of the Company's 1995 Annual Meeting Proxy Statement.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as a part of this report:

Page Reference
---------------------------
1995
Annual Report
1995 to
Form 10-K Shareholders
--------- ------------

1. Financial Statements

Consolidated Balance Sheets,
July 2, 1995 and July 3, 1994 13*

For the Years Ended July 2, 1995,
July 3, 1994 and June 27, 1993:

Consolidated Statements of Income and
Shareholders' Investment 12*, 14*

Consolidated Statements of Cash Flow 15*

Notes to Consolidated Financial Statements 16-25*

Report of Independent Public Accountants 27*

* Incorporated herein by reference to the Registrant's 1995 Annual Report to
Shareholders for the fiscal year ended July 2, 1995.

2. Financial Statement Schedules

Report of Independent Public Accountants 9

Schedule II - Valuation and Qualifying
Accounts 10

All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes
thereto.

The individual financial statements of the Registrant have been
omitted since the Registrant is primarily an operating company and the
subsidiaries included in the consolidated statements are wholly owned.

3. Exhibits

See Exhibit Index on page 11 of this report, which is incorporated
herein by reference. Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report is
identified in the Exhibit Index by an asterisk following the Exhibit
Number.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the
period covered by this report.

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10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

BRIGGS & STRATTON CORPORATION

By /s/ R. H. Eldridge
--------------------------
R. H. Eldridge
September 20, 1995 Executive Vice President and
Chief Financial Officer, Secretary-Treasurer
- --------------------------------------------------------------------------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Frederick P. Stratton, Jr. and Robert H. Eldridge, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this report, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue thereof.
- --------------------------------------------------------------------------------

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

/s/ F. P. Stratton, Jr. /s/ John L. Murray
- -------------------------------------- --------------------------------------
F.P. Stratton, Jr. September 20, 1995 John L. Murray September 20, 1995
Chairman and Chief Executive Officer and Director
Director (Principal Executive Officer)

/s/ R. H. Eldridge /s/ C. B. Rogers, Jr.
- -------------------------------------- --------------------------------------
Robert H. Eldridge September 20, 1995 C. B. Rogers, Jr. September 20, 1995
Executive Vice President and Director
Chief Financial Officer, Secretary-Treasurer
and Director (Principal Financial Officer)

/s/ James E. Brenn /s/ John S. Shiely
- -------------------------------------- --------------------------------------
James E. Brenn September 20, 1995 John S. Shiely September 20, 1995
Vice President and Controller President and Chief Operating Officer and
(Principal Accounting Officer) Director

/s/ Michael E. Batten /s/ Charles I. Story
- -------------------------------------- --------------------------------------
Michael E. Batten September 20, 1995 Charles I. Story September 20, 1995
Director Director

/s/ Peter A. Georgescu /s/ Elwin J. Zarwell
- -------------------------------------- --------------------------------------
Peter A. Georgescu September 20, 1995 Elwin J. Zarwell September 20, 1995
Director Director

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11

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Briggs & Stratton Corporation
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated July 28, 1995. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the accompanying index is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
July 28, 1995.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Provision
Balance at Charged Balance at
Beginning to Profit End of
Description of Period and Loss Payments Period
----------- --------- -------- -------- ------

Year Ended June 27, 1993
- ------------------------
Estimated warranty
expense to be incurred $25,828,000 $23,523,000 $21,033,000 $28,318,000
=========== =========== =========== ===========

Year Ended July 3, 1994
- -----------------------

Estimated warranty
expense to be incurred $28,318,000 $23,694,000 $22,212,000 $29,800,000
=========== =========== =========== ===========

Year Ended July 2, 1995
- -----------------------

Estimated warranty
expense to be incurred $29,800,000 $26,049,000 $25,496,000 $30,353,000
=========== =========== =========== ===========

BRIGGS & STRATTON CORPORATION

EXHIBIT INDEX
1995 ANNUAL REPORT ON FORM 10-K

Exhibit
Number Description
- ------ -----------

3.1 Articles of Incorporation.
(Filed as Exhibit 3.2 to the Company's Report on Form 10-Q for the quarter
ended October 2, 1994, and incorporated by reference herein.)

3.2 Bylaws.
(Filed as Exhibit 3.2 to the Company's Registration Statement on Form 8-B dated
October 12, 1992 and incorporated by reference herein.)

4.1 Rights Agreement dated as of December 20, 1989, between Briggs & Stratton
Corporation and First Wisconsin Trust Company which includes the form of
Right Certificate as Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B.
(Filed as Exhibit 1 to the Company's Report on Form 8-K dated December 20,
1989 and incorporated by reference herein.)

4.2 Amendment to Rights Agreement.
(Filed as Exhibit 4.1 to the Company's Report on Form 10-Q for the quarter
ended January 2, 1995, and incorporated by reference herein.)

4.3 Certificate of Adjustment to the Rights Agent concerning Briggs & Stratton
Corporation Shareholders Rights Plan.
(Filed herewith.)

4.4 Certificate of Adjustment to the Rights Agent concerning Briggs & Stratton
Corporation Shareholders Rights Plan. (Second Adjustment)
(Filed herewith.)

10.0* Forms of Officer Employment Agreements.
(Filed as Exhibit 10.0 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)

10.1* Survivor Annuity Plan.
(Filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1986 and incorporated by reference herein.)

10.2* Supplemental Retirement Program.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1990 and incorporated by reference herein.)

10.3(a)* Economic Value Added Incentive Compensation Plan.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)

10.3(b)* Economic Value Added Incentive Compensation Plan, as amended and restated
effective April 18, 1995.
(Filed herewith.)

10.4* Form of Change of Control Employment Agreements.
(Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)

10.5(a)* Trust Agreement with an independent trustee to provide payments under various
compensation agreements with company employees upon the occurrence of a
change in control.
(Filed herewith.)

11
14

Exhibit
Number Description
- ------ -----------

10.5(b)* Amendment to Trust Agreement with an independent trustee to provide payments
under various compensation agreements with company employees.
(Filed herewith.)

10.6* Stock Incentive Plan.
(Filed as Exhibit A to the Company's 1993 Annual Meeting Proxy Statement,
which was filed as Exhibit 100A to the Company's Annual Report on Form 10-K
for fiscal year ended June 27, 1993 and incorporated by reference herein.)

10.7(a)* Leveraged Stock Option Program.
(Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)

10.7(b)* Amendment to Leveraged Stock Option Program.
(Filed herewith.)

10.8* Deferred Compensation Agreement.
(Filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for fiscal
year ended July 3, 1994.)

10.9* Amended Deferred Compensation Agreement for Fiscal 1995.
(Filed herewith.)

10.10* Deferred Compensation Agreement for Fiscal 1996.
(Filed herewith.)

13 Annual Report to Shareholders for Year Ended July 2, 1995.
(Filed herewith solely to the extent specific portions thereof are incorporated
herein by reference.)

21 Subsidiaries of the Registrant.
(Filed herewith.)

23 Consent of Independent Public Accountants.
(Filed herewith.)

24 Power of Attorney
(Included in the Signatures Page of this report.)

27 Financial Data Schedule
(Filed herewith.)

- ---------------
* Management contracts and executive compensation plans and arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.