1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q
X
-------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1995
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OR
-------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-12035
IDEX Corporation
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(Exact name of registrant as specified in its charter)
Delaware 36-3555336
- ---------------------------------- ----------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
630 Dundee Road
Northbrook, Illinois 60062
- ---------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 498-7070
- -------------------------------------------------------------------
Former name, former address and 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___
Number of shares of common stock of IDEX Corporation ("IDEX" or the "Company")
outstanding as of May 5, 1995: 19,114,252 shares.
Documents Incorporated by Reference: None.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, December 31,
1995 1994
----------- ------------
(unaudited)
ASSETS
Current assets
Cash and cash equivalents................. $ 5,741 $ 6,288
Receivables - net......................... 61,539 59,392
Inventories............................... 83,818 78,105
Deferred taxes............................ 6,245 6,304
Other current assets...................... 2,715 1,268
-------- --------
Total current assets..................... 160,058 151,357
Property, plant and equipment - net........ 65,319 66,241
Intangible assets - net.................... 147,365 148,834
Other noncurrent assets.................... 4,401 4,664
-------- --------
Total assets............................ $377,143 $371,096
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................... $ 36,412 $ 34,558
Dividends payable......................... 2,671 2,671
Accrued expenses.......................... 35,500 32,121
-------- --------
Total current liabilities............... 74,583 69,350
Long-term debt............................. 160,721 168,166
Other noncurrent liabilities............... 16,973 17,275
-------- --------
Total liabilities....................... 252,277 254,791
-------- --------
Shareholders' equity
Common stock, par value $.01 per share;
Shares authorized: 50,000,000
Shares issued and outstanding:
1995: 19,080,592
1994: 19,078,671....................... 191 191
Additional paid-in capital................ 84,968 84,943
Retained earnings......................... 41,581 33,490
Accumulated translation adjustment........ (1,874) ( 2,319)
-------- --------
Total shareholders' equity............... 124,866 116,305
-------- --------
Total liabilities and shareholders'
equity................................. $377,143 $371,096
======== ========
- -------------------------
See Notes to Consolidated Financial Statements
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(In thousands, except per share amounts)
For the Three Months Ended March 31, 1995 1994
---- ----
(unaudited)
Net sales................................ $116,580 $85,874
Operating costs and expenses:
Cost of sales............................ 71,507 52,484
Selling, general and administrative...... 23,639 18,982
Goodwill amortization.................... 960 555
------- -------
Income from operations................... 20,474 13,853
Other income - net. ..................... 9 84
Interest expense......................... 3,666 2,633
------- -------
Income before income taxes............... 16,817 11,304
Provision for income taxes............... 6,055 3,957
------- -------
Net income............................... $10,762 $ 7,347
======= =======
Earnings per common share................ $ .55 $ .38
======= =======
Weighted average common shares
outstanding............................. 19,624 19,551
======= =======
- --------------
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(In thousands)
Shareholders' Equity
--------------------------------------------
Additional Accumulated
Common Paid-In Retained Translation
Stock Capital Earnings Adjustment
------ ---------- ----------- -----------
Balance:
December 31, 1994........ $191 $84,943 $ 33,490 $(2,319)
Stock options exercised... 25
Unrealized trans-
lation adjustment........ 445
Cash dividends on common
stock ($.14 per share)... ( 2,671)
Net income................ 10,762
---- ------- -------- -------
Balance:
March 31, 1995........... $191 $84,968 $ 41,581 $(1,874)
(unaudited) ==== ======= ======== =======
_________________________
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)
For the Three Months Ended March 31, 1995 1994
---- ----
(unaudited)
Cash Flows From Operating Activities:
Net income..................................... $ 10,762 $ 7,347
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation.................................. 2,859 2,239
Amortization of intangibles................... 1,199 759
Amortization of debt issuance expenses........ 156 159
Increase in receivables....................... ( 2,147) (2,626)
(Increase) decrease in inventories............ ( 5,713) 477
Increase in trade accounts payable............ 1,854 2,277
Increase in accrued expenses.................. 3,379 744
(Increase) decrease in deferred taxes......... 59 ( 600)
Other transactions - net...................... ( 581) 25
------- ------
Net cash flows from operating activities..... 11,826 10,801
------- ------
Cash Flows From Investing Activities:
Additions to property, plant and equipment.... ( 2,257) (1,558)
------- ------
Net cash flows from investing activities...... ( 2,257) (1,558)
------- ------
Cash Flows From Financing Activities:
Dividends paid................................. ( 2,671)
Net repayments of long-term debt............... ( 5,500) (8,000)
Decrease in accrued interest................... ( 1,945) (1,800)
------- ------
Net cash flows from financing activities...... (10,116) (9,800)
------- ------
Net decrease in cash............................ ( 547) ( 557)
Cash and cash equivalents at beginning of period 6,288 3,513
------- ------
Cash and cash equivalents at end of period...... $ 5,741 $ 2,956
======= ======
Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash paid during the period for:
Interest....................................... $5,393 $4,210
Taxes (including foreign)...................... 946 1,066
_________________________
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Acquisition
Pursuant to the requirements of the Securities and Exchange Commission,
the January 22, 1988 Acquisition of the initial six businesses comprising IDEX
Corporation ("IDEX" or the "Company") was not accounted for as a purchase
transaction. Consequently, the accounting for the acquisition does not reflect
any adjustment of the carrying value of the assets and liabilities to their
fair values at the time of the acquisition. Accordingly, the shareholders'
equity of IDEX at March 31, 1995 and December 31, 1994 includes a charge of
$96.5 million which represents the excess of the purchase price over the book
value of the subsidiaries purchased at the date of the acquisition.
2.(a) Significant Accounting Policies
In the opinion of management, the unaudited information presented as of
March 31, 1995 and for the three months ended March 31, 1995 and 1994 reflects
all adjustments necessary, which consist only of normal recurring adjustments,
for a fair presentation of the interim periods.
(b) Earnings Per Share
Earnings per share is computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during the period. Common stock equivalents, in the form of stock
options, have been included in the calculation of weighted average shares
outstanding under the treasury stock method.
3. Inventories
The components of inventories as of March 31, 1995 and December 31, 1994
were (000's omitted):
March 31, December 31,
1995 1994
-------- ------------
Inventories
Raw materials and supplies $10,956 $ 9,430
Work in process 10,009 10,648
Finished goods 62,853 58,027
------- -------
Totals $83,818 $78,105
======= =======
Those inventories which were carried on a LIFO basis amounted to $43,013
and $41,499 at March 31, 1995 and December 31, 1994, respectively. The excess
of current cost over LIFO inventory value and the impact on earnings of using
the LIFO method are not material.
4. Common and Preferred Stock
All share and per-share data has been restated to reflect the
three-for-two stock split effected in the form of a 50% dividend paid in
January 1995.
The Company had five million shares of preferred stock authorized
but unissued at March 31, 1995 and December 31, 1994.
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Historical Overview and Outlook
IDEX sells a broad range of fluid handling and industrial products to a
diverse customer base in the United States and internationally. Accordingly,
IDEX's businesses are generally affected by levels of industrial activity and
economic conditions in the United States and in those foreign countries where
its products are sold, and to some extent, by the relationship of the dollar to
other currencies. Among the factors that affect the demand for IDEX's products
are interest rates, levels of capital spending by industry and overall
industrial growth.
Business conditions remained strong in the three months ended March 31,
1995. Incoming orders in the quarter increased 42% over the first quarter of
1994, as base business orders rose 19% and Hale Products, acquired in May 1994,
added another 23%. This represented a new record for orders written in a
quarter. As a result, backlogs are somewhat stronger; however, the Company
continues to operate with relatively low order backlogs of about 1-1/2 to 2
months' sales, in order to provide superior customer service. Any decline in
orders would have an immediate effect on sales and profits.
IDEX again achieved record sales, net income and earnings per common share
in the first quarter of 1995. Sales increased 36% and net income and earnings
per share both rose 46% compared to the first quarter of 1994. Changes in
IDEX's results from the comparable prior year period resulted from improved
economic conditions and inclusion of Hale Products' activity.
IDEX expects to achieve record sales and earnings in 1995. The rate of
quarterly earnings growth is expected to moderate from the 46% achieved in the
first quarter both because the results of Hale Products are in the base for the
last seven months of 1994, and because higher interest rates are expected to
result in lower growth in the domestic economy as the year progresses.
However, barring unforeseen circumstances it is expected that earnings per
share in each 1995 quarter will be above the same quarter of the prior year.
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Company and Business Group Financial Information
(000's omitted)
For the Three Months Ended March 31, 1995 1994
---- ----
(unaudited)
Fluid Handling Group (1)
Net sales............................... $ 81,527 $56,551
Income from operations.................. 16,907 11,431
Operating margin........................ 20.7% 20.2%
Depreciation and amortization (3)....... $ 3,202 $ 2,246
Capital expenditures.................... 1,341 1,168
Industrial Products Group (1)
Net sales............................... $ 35,160 $29,392
Income from operations.................. 5,890 4,158
Operating margin........................ 16.8% 14.2%
Depreciation and amortization (3)....... $ 841 $ 738
Capital expenditures.................... 895 390
Company (2)
Net sales............................... $116,580 $85,874
Income from operations.................. 20,474 13,853
Operating margin........................ 17.6% 16.1%
Depreciation and amortization (3)....... $ 4,058 $ 2,998
Capital expenditures.................... 2,257 1,558
(1) Income from operations excludes net unallocated corporate
operating expenses.
(2) Includes the operations of the two business groups in
addition to corporate operating expenses and inter-group
eliminations.
(3) Excludes amortization of debt issuance expenses.
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Results of Operations
For purposes of this discussion and analysis section, reference is made to
the table set forth on the preceding page and the Company's Statements of
Consolidated Operations included in the Financial Statement section. IDEX
consists of two business segments: Fluid Handling and Industrial Products.
Performance in the Three Months Ended March 31, 1995 Compared to 1994
Sales, net income and earnings per common share were at record levels in
the three months ended March 31, 1995. Incoming orders, also at record levels,
rose 19% in the Company's base businesses and the inclusion of Hale Products
added another 23% over the first quarter of the prior year.
Three-month 1995 consolidated net sales of $116.6 million increased $30.7
million or 36% from the comparable period in 1994. Fluid Handling Group sales
of $81.5 million increased $25.0 million or 44% due to the inclusion of Hale
activity and the stronger volume resulting from improved worldwide business
conditions. Sales in the Industrial Products Group of $35.2 million increased
$5.8 million or 20% due to increased demand for products manufactured by the
Group.
Income from operations increased 48% to $20.5 million in the first quarter
of 1995 from $13.9 million in the first quarter of 1994. In the Fluid Handling
Group, income from operations increased 48% to $16.9 million in the first
quarter from $11.4 million in the comparable 1994 quarter. Operating margins
for the Group improved to 20.7% in the current quarter from 20.2% in the same
quarter a year ago. The margin change resulted principally from volume-related
gains with improving business conditions. Income from operations in the
Industrial Products Group of $5.9 million and operating margins of 16.8% in the
first quarter of 1995 were sharply higher than income from operations of $4.2
million and operating margins of 14.2% in the comparable quarter of 1994, due
to volume-related improvements.
Interest expense increased to $3.7 million in the first quarter of 1995
from $2.6 million in the comparable 1994 period principally due to increased
borrowings under the Credit Agreement resulting from last year's acquisition of
Hale Products.
The provision for income taxes increased to $6.1 million in the first
quarter of 1995 from $4.0 million in the first quarter of 1994. The effective
tax rate increased to 36% in the current quarter from 35% a year ago due to the
non-deductibility of goodwill amortization expense associated with the 1994
purchase of Hale Products. Net income was $10.8 million in the first quarter
of 1995 and was 46% higher than the $7.3 million recorded in the 1994 period.
Earnings per common share amounted to $.55 in the current quarter which was
46% higher than the $.38 recorded in the first quarter of 1994.
All share and per share data has been restated to reflect the three-for-two
stock split effected in the form of a 50% stock dividend paid in January 1995.
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Liquidity and Capital Resources
On March 31, 1995 IDEX's working capital was $85.5 million and its current
ratio was 2.1 to 1. Internally generated funds were adequate to fund capital
expenditures of $2.3 million and $1.6 million for the three months ended March
31, 1995 and 1994, respectively. These expenditures were generally for
machinery and equipment which improved productivity, although a portion was for
repair and replacement of equipment and facilities. Management believes that
IDEX has ample capacity in its plant and equipment to meet expected needs for
future growth in the intermediate term. During the three months ended March
31, 1995 and 1994, depreciation and amortization expense, excluding
amortization of debt issuance expenses, was $4.1 million, and $3.0 million,
respectively.
At March 31, 1995, the maximum amount available under the Credit Agreement
was $150 million, of which $85 million was being used and $65 million was
available. The availability under the Credit Agreement declines in stages
commencing December 31, 1995 to $100 million on December 31, 1997. Any amount
outstanding at June 30, 1999 becomes due at that date. Interest is payable
quarterly on the outstanding balance at the Bank Agent's reference rate, or at
rates applicable to certain dollar deposits in the interbank Eurodollar market
plus 75 basis points.
IDEX believes it will generate sufficient cash flow from operations to meet
its operating requirements, scheduled amortization payments under the Credit
Agreement, interest and principal payments on the Senior Subordinated Notes,
approximately $15 million of planned capital expenditures in 1995 and $11
million of annual dividend payments to holders of common stock. From
commencement of operations in January, 1988 until March 31, 1995, IDEX borrowed
$207 million under the revolving Credit Agreement to complete seven
acquisitions. During this same period, IDEX generated, principally from
operations, cash flow of $213 million to reduce its indebtedness. In the event
that suitable businesses or assets are available for acquisition by IDEX upon
terms acceptable to the Board of Directors, IDEX may obtain all or a portion of
the financing for the acquisitions through the incurrence of additional
long-term indebtedness.
On May 2, 1995, Micropump, Inc., a newly formed subsidiary of IDEX,
acquired the assets of Micropump Corporation, a leading producer of very small
magnetically driven gear pumps used in a variety of industrial, medical and
technical applications where extremely accurate but very low flow output is
necessary. With headquarters and principal manufacturing facilities in
Vancouver, Washington, Micropump also has operations in St. Neots, England.
Micropump's annual sales are in the $25 million range. The acquisition, which
is not material to IDEX, will be accounted for using the purchase method of
accounting and will be financed through a $32 million borrowing under the bank
revolving Credit Agreement.
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Part II. Other Information
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. Not Applicable.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying "Exhibit Index"
are filed as part of this report.
(b) Reports on Form 8-K
There have been no reports on Form 8-K filed during the quarter
for which this report is filed.
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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 in the capacity and on the date
indicated.
IDEX CORPORATION
May 5, 1995 /s/Wayne P. Sayatovic
------------------------------------
Wayne P. Sayatovic
Senior Vice President-
Finance, Chief Financial
Officer and Secretary
(Duly Authorized and Principal
Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
3.1 Restated Certificate of Incorporation of IDEX (formerly HI, Inc.)
(incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205, as filed on April 21, 1988).
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX (incorporated
by reference to Exhibit No. 3.2 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as
filed on June 1, 1989).
3.2 Amended and Restated Bylaws of IDEX (incorporated by reference to Exhibit
No. 3.2 to Post-Effective Amendment No. 2 to the Registration Statement on
Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended and Restated
Bylaws of IDEX (incorporated by reference to Exhibit No. 3.2(a) to Post-
Effective Amendment No. 3 to the Registration Statement on Form S-1 of
IDEX Corporation, et al., Registration No. 33-21205, as filed on February
12, 1990).
4.1 Restated Certificate of Incorporation and Bylaws of IDEX (filed as
Exhibits 3.1 through 3.2a).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the Subsidiaries
and The Connecticut National Bank, as Trustee, relating to the 9-3/4
Senior Subordinated Notes of IDEX due 2002 (incorporated by reference to
Exhibit 4.2 to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
4.3 Specimen Senior Subordinated Note of IDEX (including specimen Guarantee)
(incorporated by reference to Exhibit 4.3 to the Annual Report of IDEX on
Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-2 of IDEX Corporation, et al.,
Registration No. 33-42208, as filed on September 16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of January 29, 1993
among IDEX, various banks named therein and Continental Bank N.A., as
Agent (incorporated by reference to Exhibit 10.1 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission
File No. 1-10235).
10.1(a) First Amendment dated as of May 23, 1994 to Second Amended and Restated
Credit Agreement dated as of January 29, 1993 by and among IDEX
Corporation, various banks named therein and Continental Bank N.A. as
agent (incorporated by reference to exhibit 10.18 to the Quarterly Report
of IDEX on Form 10-Q for the quarter ended June 30, 1994, Commission File
No. 1-10235).
E-1
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Exhibit
Number Description Page
- ------- ----------- ----
10.1(b) Second Amendment dated as of October 24, 1994, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois (formerly known as
Continental Bank N.A.), as a Bank and as agent, and the other banks
signatory thereto (incorporated by reference to exhibit 10.1(b) to the
Annual Report of IDEX on Form 10-K for the fiscal year ending December 31,
1994, commission file number 1-10235).
*10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois.
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank Agent
(incorporated by reference to Exhibit No. 10.3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205, as filed on April 21, 1988).
10.3 Guaranty Agreement, dated January 22, 1988, between each of the Guarantors
named therein and the Bank Agent (incorporated by reference to Exhibit No.
10.4 to the Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-21205, as filed on April 21, 1988).
10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition Corporation in
favor of the Bank Agent (incorporated by reference to Exhibit No. 10.3(a)
to the Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition Corporation and
MCL Acquisition Corporation in favor of the Bank Agent (incorporated by
reference to Exhibit No. 10.3(b) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
10.3(c) Guaranty Agreement, dated October 24, 1994, executed by Hale Products,
Inc. in favor of the Bank Agent (incorporated by reference to exhibit
10.3(c) to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1994, commission file number 1-10235).
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988, among the
Subsidiaries named therein and the Bank Agent (incorporated by reference
to Exhibit 4.8 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on April 21,
1988).
E-2
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Exhibit
Number Description Page
- ------- ----------- ----
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of May 7, 1991,
among IDEX Corporation and the Subsidiaries named therein (incorporated by
reference to Exhibit No. 10.6(a) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of October 24,
1994, by and among IDEX Corporation and the subsidiaries named therein
(incorporated by reference to exhibit 10.4(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, commission file
number 1-10235).
**10.5 Amended and Restated Employment Agreement between IDEX Corporation and
Donald N. Boyce, dated as of January 22, 1988 (incorporated by reference
to Exhibit No. 10.15 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.5(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.5(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.5(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of September 27, 1994
(incorporated by reference to exhibit 10.5(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, commission file
number 1-10235).
**10.6 Amended and Restated Employment Agreement between IDEX Corporation and
Wayne P. Sayatovic, dated as of January 22, 1988 (incorporated by
reference to Exhibit No. 10.17 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as
filed on June 1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.7(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.6(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of September 27, 1994
(incorporated by reference to exhibit 10.6(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, commission file
number 1-10235).
**10.7 Employment Agreement between IDEX Corporation and Frank J. Hansen dated as
of August 1, 1994 (incorporated by reference to Exhibit No. 10.7 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended September 30,
1994, Commission File No. 1-10235).
E-3
16
Exhibit
Number Description Page
- ------- ----------- ----
**10.7(a) First Amendment to the Employment Agreement between IDEX Corporation and
Frank J. Hansen, dated as of September 27, 1994 (incorporated by reference
to exhibit 10.7(a) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, commission file number 1-10235).
**10.8 Employment Agreement between IDEX Corporation and Jerry N. Derck, dated as
of September 27, 1994 (incorporated by reference to exhibit 10.8 to the
Annual Report of IDEX on Form 10-K for the fiscal year ending December 31,
1994, commission file number 1-10235).
**10.9 Management Incentive Compensation Plan (incorporated by reference to
Exhibit No. 10.21 to Amendment No. 1 to the Registration Statement on Form
S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1,
1989).
**10.10 Form of Indemnification Agreement (incorporated by reference to Exhibit
No. 10.23 to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on April 26, 1989).
**10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by reference
to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit No. 10.22(a) to Post-Effective
Amendment No. 4 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on March 2,
1990).
**10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside Directors,
adopted by resolution of the Board of Directors dated as of January 28,
1992 (incorporated by reference to Exhibit 10.21(a) of the Annual Report
of IDEX on Form 10-K for the fiscal year ended December 31, 1991,
Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of IDEX
Corporation (incorporated by reference to Exhibit 10.15 to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit 10.16 to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-102351).
**10.16 IDEX Corporation Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.17 to the Annual Report of IDEX on Form 10-K for
the fiscal year ending December 31, 1992, Commission File No. 1-102351).
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17
Exhibit
Number Description Page
- ------- ----------- ----
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among HPI
Acquisition Corp., HFP Partners, L., HMTC Partners L.P., the persons
listed on Schedule A and Hale Products, Inc. (incorporated by reference to
Exhibit 10.17 to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1994, Commission File No. 1-10235).
*27 Financial Data Schedule
_________________
* Filed herewith.
** Management contract or compensatory plan or arrangement.
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