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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997 Commission File Number 1-7233
STANDEX INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-0596149
(State of incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive office) (Zip Code)
(603) 893-9701
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $1.50 Per ShareNew York Stock Exchange
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 the voting and non-voting common equity held
by non-affiliates of the Registrant at the close of business on July 31, 1997
was approximately $359,218,000. Registrant's closing price as reported on the
New York Stock Exchange for July 31, 1997 was $29.50 per share.
The number of shares of Registrant's Common Stock outstanding on September
10, 1997 was 13,109,853.
Portions of the 1997 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated September 19, 1997 are incorporated in Part III
of this report.
PART I
ITEM 1. BUSINESS
Standex1 is a diversified manufacturing and marketing company with
operations in three product segments: Food Service, Industrial and Consumer.
Standex was incorporated in 1975 and is the successor of a corporation
organized in 1955.
The business of the Company is carried on within the three segments by a
number of operating units, each with its own organization. The management of
each operating unit has responsibility for product development, manufacturing,
marketing and for achieving a return on investment in accordance with the
standards established by Standex. Overall supervision, coordination and
financial control are maintained by the executive staff from its corporate
headquarters located at 6 Manor Parkway, Salem, New Hampshire. As of June 30,
1997, the Company had approximately 4,800 employees.
The principal products produced and services rendered by each of the
segments of Standex are incorporated herein by reference to pages 5 through 15
of the Annual Report to Stockholders for the fiscal year ended June 30, 1997
(the "1997 Annual Report"). Sales are made both directly to customers and by
or through manufacturers representatives, dealers and distributors.
The major markets for the above products and services are as follows:
MAJOR PRODUCTS MAJOR MARKETS
Food Service Products
. USECO food service equipment Hospitals, schools, nursing
and patient feeding systems homes, correctional
facilities and restaurants
. Master-Bilt(R) refrigerated Hospitals, schools, fast food
cabinets, cases, display industry, restaurants,
units, modular structures, hotels, clubs, supermarkets,
coolers and freezers; bakeries, dairy convenience
Barbecue King(R) and BKI(R) stores and delicatessens
commercial cook and hold
units, rotisseries, pressure
fryers, ovens and baking
equipment; Federal
Industries bakery and deli
heated and refrigerated
display cases
. Procon(R) rotary vane pumps Carbonated Beverage industry (including
espresso coffee machine
markets), water purification
industry and coolant recirculation systems
MAJOR PRODUCTS MAJOR MARKETS
Industrial Products
. Printing and distribution General commerce and
of election forms and industry, Michigan county
tabulation equipment governments, education and
and related materials, finance institutions
office supplies and furniture
. Wire-O(R) machinery and Printers, publishers of
complete binding system checkbooks, calendars,
appointment books, cookbooks,
catalogs and manuals
. Jarvis, Can-Am Casters and General industry, hospitals,
WheelsTM and PEMCO(R) supermarkets, hotels and
casters and wheels; restaurants
industrial hardware
. Roehlen(R) embossing rolls, General Industry (e.g.
texturizing systems, automotive, plastics,
machines and plates; Mold- textiles, paper, building
Tech(R) mold engraving; products, synthetic
Keller-Dorian print rolls materials, OEMs, converting,
and calendering equipment; textile and paper industry,
Mullen(R) Burst Testers computer, housewares and
Perkins converting and construction industries)
finishing machinery and
systems
. Spincraft(R) power metal OEMs, U.S. Government,
spinning, custom formed energy, aircraft, aerospace
components for aircraft and commercial satellite
engines, space launch industry and commercial
vehicles, gas turbines, industries
nuclear reactors, military
ordnance, commercial
satellites and similar
products
. Custom Hoists single and Automotive and construction
double acting telescopic and industries
piston rod hydraulic
cylinders;
. Electronics:
Standex Electronics reed Telecommunications, consumer
switches, electrical electronics, automotive,
connectors, sensors, security systems,
toroids and relays, fixed communications equipment,
and variable inductors and computers, air conditioning
electronic assemblies, and and refrigeration industries
tunable inductors
MAJOR PRODUCTS MAJOR MARKETS
Consumer Products
. Publishing and marketing of
commercial and religious
materials:
Standard Publishing(R) Sunday schools, churches,
religious periodicals, vacation Bible schools,
Sunday School literature Christian Bookstores
and supplies
Berean(R) Retail Chain of 21 Berean(R)
Bookstores Christian bookstores
Commercial Printing General commerce and industry
. Mail Order:
Frank Lewis(R) Grapefruit Direct to consumers
Club gift packages,
Harry's Crestview
Groves(R) grapefruit
packages, grapefruit
juice, grapefruit
sections, onions, melons
and roses; Salsa
Express(R) salsas and
other related food
products; The Vidalia(R)2
Onion Store Vidalia(R)
onions
. National Metal fabricated Food service industry, retail
metal products including stores, office furniture
Christmas tree stands, markets, stationary supply
specialty hardware and metal houses and other industries
furniture
. Williams chiropractic and Chiropractors and physical
traction tables and therapists
electrotherapy and
ultrasound equipment
(Zenith(R), CombiTM and
Intertron(R) brands)
. Snappy(R) metal ducting and Heating, ventilating and air
fittings conditioning distributors
principally in Midwestern,
Southwestern and Western
United States
Financial information on each of the product groups of Standex as well as
financial information of non-U.S. operations is incorporated by reference to
the note to the consolidated financial statements entitled Industry Segment
Information on page 24 of the 1997 Annual Report.
Raw Materials
Raw materials and components necessary for the fabrication of products and
the rendering of services for the Company are generally available from numerous
sources. The Company does not foresee any unavailability of materials or
components which would have any material adverse effect on its overall
business, or any of its business segments, in the near term.
Patents and Trademarks
The Company owns or is licensed under a number of patents and trademarks
in each of its product groups. However, the loss of any single patent or
trademark would not, in the opinion of the Company, materially affect any
segment or the overall business.
2 A registered trademark of the Georgia Department of Agriculture
Backlog
Backlog orders believed to be firm at June 30, 1997 and 1996 are as
follows (in thousands):
1997 1996
Food Service ............ $11,650 $9,942
Industrial .............. 48,064 41,511
Consumer ................ 21,886 16,971
Total............... $81,600 $68,424
Substantially all of the 1997 backlog is expected to be realized as sales
in fiscal 1998.
Competition
Standex manufactures and markets products many of which have achieved a
unique or leadership position in their market. However, the Company encounters
competition in varying degrees in all product groups and for each product line.
Competitors include domestic and foreign producers of the same and similar
products. The principal methods of competition are price, delivery schedule,
quality of services, product performance and other terms and conditions of
sale. During fiscal 1997, the Company invested $12,226,000 in new plant and
equipment in order to upgrade facilities to become more competitive in all
segments.
International Operations
Substantially all international operations of the Company are related to
domestic operations and are included in the Food Service and Industrial
business segments. International operations are conducted at 33 plants,
principally in Western Europe. The industry segment information regarding non-
U.S. operations on page 24 of the 1997 Annual Report is incorporated herein by
reference.
Research and Development
Due to the nature of the manufacturing operations of Standex and the types
of products manufactured, expenditures for research and development are not
material to any segment.
Environmental and Other Matters
To the best of its knowledge, the Company believes that it is presently in
substantial compliance with all existing applicable environmental laws and does
not anticipate that such compliance will have a material effect on its future
capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
At June 30, 1997, Standex operated a total of 83 principal plants and
warehouses located through the United States, Western Europe, Canada,
Australia, Singapore and Mexico. The Company owned 45 of the facilities and
the balance were leased. In addition, the Company operated 21 retail stores in
various sections of the United States, of which all were leased. The
approximate building space utilized by each product group of Standex at June
30, 1997 is as follows (in thousands):
Area in Square Feet
Owned Leased
Food Service ................. 662 376
Industrial ................... 1,196 366
Consumer ..................... 926 283
General Corporate............. 29 -
Total.................... 2,813 1,025
In general, the buildings are in good condition, are considered to be
adequate for the uses to which they are being put and are in regular use.
The Company utilizes machinery and equipment which is necessary to conduct
its operations. Substantially all of such machinery and equipment is owned by
Standex.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of
the fiscal year.
EXECUTIVE OFFICERS OF STANDEX
Name Age Principal Occupation During the Past Five Years
Thomas L. King 67 Chairman of the Board of the Company since January
1992; President of the Company from August 1984 to
July 1994; and Chief Executive Officer of the Company
from July 1985 to June 1995.
Edward J. Trainor 57 Chief Executive Officer of the Company since July
1995; President of the Company since July 1994; Chief
Operating Officer of the Company from July 1994 to
June 1995; Vice President of the Company from July
1992 to July 1994; and President of the Standex
Institutional Products Group of the Company from
February 1987 to July 1994.
David R. Crichton 59 Executive Vice President/Operations of the Company
since June 1989.
Thomas H. DeWitt 55 Executive Vice President/Administration of the Company
since January 1987; and General Counsel of the
Company since October 1985.
Lindsay M. Sedwick 62 Senior Vice President of Finance/CFO of the Company
since January 1996; Vice President of the Company
from January 1990 to January 1996; and Treasurer of
the Company since January 1986.
Robert R. Kettinger 55 Corporate Controller of the Company since July 1991.
Richard H. Booth 50 Corporate Counsel of the Company since June 1992 and
Secretary of the Company since July 1992.
The executive officers are elected each year by the Board of Directors to
serve for one-year terms of office. There are no family relationships between
any of the directors or executive officers of the Company.
PART II
ITEM 5. MARKET FOR STANDEX COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
The principal market in which the Common Stock of Standex is traded is the
New York Stock Exchange. The high and low sales prices for the Common Stock on
the New York Stock Exchange and the dividends paid per Common Share for each
quarter in the last two fiscal years are incorporated by reference to page 18
of the 1997 Annual Report. The approximate number of stockholders of record on
September 10, 1997 was 4,200.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1997 is
incorporated by reference to the table entitled "Five-Year Financial Review" on
page 18 of the 1997 Annual Report. This summary should be read in conjunction
with the consolidated financial statements and related notes included in the
1997 Annual Report on pages 19 through 27, and Exhibit 11 contained herein.
ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations of the Company is incorporated by reference to pages 16 and 17 of
the 1997 Annual Report.
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not Applicable
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
pages 18 through 28 of the 1997 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF STANDEX
Certain information concerning the directors of the Company is
incorporated by reference to pages 2 through 6 and pages 16, 18 and 19 of the
Proxy Statement of the Company, dated September 19, 1997 (the "1997 Proxy
Statement"). Certain information concerning the executive officers of the
Company is set forth in Part I under the caption "Executive Officers of
Standex."
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference
to pages 10 through 16 of the 1997 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The stock ownership of each person known to Standex to be the beneficial
owner of more than 5% of its Common Stock and the stock ownership of all
directors and executive officers of Standex as a group are incorporated by
reference to pages 4 through 6 of the 1997 Proxy Statement. The beneficial
ownership of Standex Common Stock of all directors and executive officers of
the Company is incorporated by reference to pages 4 through 6 of the 1997 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to pages 15 and 16 of the 1997 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedule
(i) The financial statements listed in the accompanying index to
financial Statements and Schedules are incorporated by reference
into this Item 14.
(ii) The financial Statement Scheduled listed in the accompanying
index to Financial Statements and Schedules are filed as part of
this Annual Report on Consolidated Form 10-K.
(b) Reports on Form 8-K
Standex filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended June 30, 1997.
(c) Exhibits
3. (i) Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the
exhibits to the Quarterly Report of Standex on Form 10-Q
for the fiscal quarter ended December 31, 1986.
(ii) By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal year
ended June 30, 1994 (the "1994 10-K").
4. (a) Agreement of the Company, dated September 15, 1981, to
furnish a copy of any instrument with respect to certain
other long-term debt to the Securities and Exchange
Commission upon its request is incorporated by reference to
the exhibits to the Annual Report of Standex on Form 10-K
for the fiscal year ended June 30, 1981.
(b) Shareholder Rights Plan and Trust Indenture of the Company
is incorporated by reference to Amendment No. 1 to Form 8A
filed with the Securities and Exchange Commission on May
16, 1989 and the Form 8A filed with the Securities and
Exchange Commission on February 3, 1989.
10. (a) Employment Agreement, dated July 1, 1988, between the
Company and Thomas L. King is incorporated by reference to
the exhibits to the Annual Report of Standex on Form 10-K
for the fiscal year ended June 30, 1988 (the "1988 10-K")
and Agreement to Amend Employment Agreement dated September
18, 1989 is incorporated by reference to the exhibits to
the Annual Report of Standex on Form 10-K for the fiscal
year ended June 30, 1990.
(b) Employment Agreement - 1993 Amendment dated July 28, 1993
between the Company and Thomas L. King is incorporated by
reference to the exhibits to the Annual Report of Standex
on Form 10-K for the fiscal year ended June 30, 1993 ("1993
10-K").
(c) Employment Agreement dated January 29, 1993, between the
Company and Thomas H. DeWitt is incorporated by reference
to the exhibits to the 1993 10-K.
(d) Employment Agreement dated January 29, 1993, between the
Company and David R. Crichton is incorporated by reference
to the exhibits to the 1993 10-K.
(e) Employment Agreement dated January 29, 1993, between the
Company and Lindsay M. Sedwick is incorporated by reference
to the exhibits to the 1993 10-K.
(f) Employment Agreement dated January 29, 1993, between the
Company and Edward J. Trainor is incorporated by reference
to the exhibits to the 1993 10-K.
(g) Standex International Corporation Profit Improvement
Participation Shares Plan as amended and restated on April
26, 1995 is incorporated by reference to the exhibits to
the Annual Report of Standex on Form 10-K for the fiscal
year ended June 30, 1995 ("1995 10-K").
(h) Standex International Corporation Stock Option Loan Plan,
effective January 1, 1985, as amended and restated on
January 26, 1994, is incorporated by reference to the
exhibits to the 1994 10-K.
(i) Standex International Corporation Executive Security
Program, as amended and restated on July 27, 1994, and as
further amended and restated on October 29, 1996 is
incorporated by reference to the exhibits to the Quarterly
Report of Standex on Form 10-Q for the fiscal quarter ended
December 31, 1996 (the "December 31, 1996 10-Q).
(j) Standex International Corporation 1985 Stock Option Plan
effective July 31, 1985, as amended on October 30, 1990, is
incorporated by reference to the exhibits to the Annual
Report of Standex on Form 10-K for the fiscal year ended
June 30, 1991.
(k) Standex International Corporation Executive Life Insurance
Plan effective April 27, 1994 and amended on April 24, 1996
and as further amended and restated on October 29, 1996 is
incorporated by reference to the exhibits to the December
31, 1996 10-Q.
(l) Standex International Corporation 1994 Stock Option Plan
effective July 27, 1994 is incorporated by reference to the
exhibits to the 1994 10-K.
(c) Exhibits (Continued)
(m) Standex International Corporation Supplemental Retirement
Plan adopted April 26, 1995 and amended on July 26, 1995 is
incorporated by reference to the exhibits to the 1995 10-K.
11. Computation of Per Share Earnings.
13. The Annual Report to Stockholders of the Company for the fiscal
year ended June 30, 1997 (except for the pages and information
thereof expressly incorporated by reference in this Form 10-K,
the Annual Report to Shareholders is provided solely for the
information of the Securities and Exchange Commission and is not
deemed "filed" as part of this Form 10-K).
21. Subsidiaries of Standex.
23. Independent Auditors' Consent.
24. Powers of Attorney of William L. Brown, David R. Crichton,
Thomas H. DeWitt, Walter F. Greeley, Daniel B. Hogan, Thomas L.
King, C. Kevin Landry, H. Nicholas Muller, III, Ph.D., Sol
Sackel, and Lindsay M. Sedwick.
27. Financial Data Schedule.
(d) Schedule
The schedule listed in the accompanying Index to Financial Statements and
Schedule is filed as part of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Standex International Corporation has duly caused this
annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 26, 1997.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
By: /s/ Edward J. Trainor
Edward J. Trainor, President/
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Standex
International Corporation and in the capacities indicated on September 26,
1997:
Signature Title
/s/ Edward J. Trainor President/Chief Executive Officer
Edward J. Trainor
/s/Lindsay M. Sedwick Senior Vice President/Chief Financial Officer
Lindsay M. Sedwick
/s/ Robert R. Kettinger Corporate Controller (Chief Accounting Officer)
Robert R. Kettinger
Edward J. Trainor, pursuant to powers of attorney which are being filed
with this Annual Report on Form 10-K, has signed below on September 26, 1997 as
attorney-in-fact for the following directors of the Registrant:
William L. Brown Thomas L. King
David R. Crichton C. Kevin Landry
Thomas H. DeWitt H. Nicholas Muller, III, Ph.D.
Walter F. Greeley Sol Sackel
Daniel B. Hogan Lindsay M. Sedwick
/s/ Edward J. Trainor
Edward J. Trainor
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page No. in
Annual Report
("AR")
Financial Statements
Statements of Consolidated Income for the
Years Ended June 30, 1997, 1996 and 1995... AR 19
Consolidated Balance Sheets at June 30, 1997 and 1996 AR 20
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1997, 1996 and 1995 AR 19
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1997, 1996 and 1995 AR 21
Notes to Consolidated Financial Statements. . AR 22 - 27
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto AR 28
Schedule
Schedule VIII Valuation and Qualifying Accounts
Independent Auditors' Report relating to Schedule VIII
Schedules (consolidated) not listed above are omitted because of the
absence of conditions under which they are required or because the required
information is included in the financial statements submitted.
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART I
Item 1 Business............................. AR 4 - 15
Industry Segment Information......... AR 24
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART II
Item 5 Market for Standex Common Stock and Related
Stockholder Matters................ AR 18
Item 6 Selected Financial Data.............. AR 18
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations AR 16 - 17
Item 8 Financial Statements and Supplementary Data..... AR 18 - 28
PART III
Item 10 Directors and Executive Officers of Standex P 2 - 6; 16, 18, 19
Item 11 Executive Compensation............... P 10 - 16
Item 12 Security Ownership of Certain Beneficial
Owners and Management............. P 4 - 6
Item 13 Certain Relationships and Related Transactions P 15 - 16
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
STANDEX INTERNATIONAL CORPORATION
Salem, New Hampshire
We have audited the consolidated financial statements of Standex International
Corporation and subsidiaries as of June 30, 1997 and 1996, and for each of the
three years in the period ended June 30, 1997, and have issued our report
thereon dated August 20, 1997; such financial statements and report are
included in your 1997 Annual Report to Stockholders and are incorporated herein
by reference. Our audits also included the financial statement schedule of
Standex International Corporation and subsidiaries, listed in Item 14. This
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 20, 1997
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1997, 1996 and 1995
Column A Column B Column C Column D Column E
Balance at Additons
Beginning Charged to Charged to Balance
Costs and Other at End
Expense Accounts Deductions of Year
Allowances deducted
from assets to which
hey apply--for doubtful
accounts receivable:
June 30, 1997 $2,666,005 $2,276,847 $(2,407,317) (1) $2,535,535
June 30, 1996 $2,853,681 $1,105,008 $(1,292,684) (1) $2,666,005
June 30, 1995 $2,587,145 $1,427,588 $(1,161,052) (1) $2,853,681
(1) Accounts written off--net of recoveries.
INDEX TO EXHIBITS
PAGE
11. Computation of Per Share Earnings ..............
13. The Annual Report to Stockholders of the Company
for the fiscal year ended June 30, 1997 (except
for the pages and information thereof expressly
incorporated by reference in this Form 10-K, the
Annual Report to Stockholders is provided solely
for the information of the Securities and Exchange
Commission and is not deemed "filed" as part of
this Form 10-K) .................................
21. Subsidiaries of Registrant ......................
23. Independent Auditors' Consent ...................
24. Powers of Attorney of William L. Brown, David R.
Crichton, Thomas H. DeWitt, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C. Kevin Landry,
H. Nicholas Muller, III, Ph.D., Sol Sackel and
Lindsay M. Sedwick ..............................
27. Financial Data Schedule .........................