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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, 1999 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, New York Stock Exchange
Par Value $1.50 Per Share
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 30, 1999 was approximately $337,560,000.
Registrant's closing price as reported on the New York Stock
Exchange for July 30, 1999 was $26.50 per share.
The number of shares of Registrant's Common Stock outstanding
on September 8, 1999 was 12,927,778.
Portions of the 1999 Annual Report to Shareholders of
Registrant are incorporated in Parts I, II and IV of this report.
Portions of the Proxy Statement of Registrant dated September 16,
1999 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, 1999, the Company had
approximately 5,400 employees.
The principal products produced and services rendered by each
of the segments of Standex are incorporated herein by reference to
pages 4 through 15 of the Annual Report to Shareholders for the
fiscal year ended June 30, 1999 (the "1999 Annual Report"). Sales
are made both directly to customers and by or through
manufacturers representatives, dealers and distributors.
References in this Annual Report on Form 10-K to "Standex" or
the "Company" shall mean Standex International Corporation and its
subsidiaries.
The major markets for the Company's products and services are
as follows:
Food Service Products
Master-Bilt(R) refrigerated cabinets, cases, display units,
modular structures, coolers and freezers; Barbecue King(R) and
BKI(R) commercial cook and hold units, rotisseries, pressure
fryers, ovens and baking equipment; and Federal Industries bakery
and deli heated and refrigerated display cases for hospitals,
schools, fast food industry, restaurants, hotels, clubs,
supermarkets, bakeries, convenience stores and delicatessens.
USECO food service equipment and patient feeding systems for
hospitals, schools, nursing homes, correctional facilities and
restaurants; H. F. Coors hotel restaurant china and cookware; and
Mason candlelamps and candles for restaurants, hotels and
commercial industries.
Procon(R) rotary vane pumps for the carbonated beverage industry,
espresso coffee machine markets, water purification industry and
coolant recirculation systems.
Industrial Products
Spincraft(R) power metal spinning, custom formed components for
aircraft engines, space launch vehicles, gas turbines, nuclear
reactors, military ordnance, commercial satellites and similar
products for OEMs, U.S. Government, energy, aircraft, aerospace
and commercial satellite industry and other commercial industries.
Jarvis, Can-Am Casters and Wheels(TM) and PEMCO(R) casters and
wheels and industrial hardware for general industry, hospitals,
supermarkets, hotels and restaurants.
Roehlen(R) embossing rolls, texturizing systems, machines and
plates; Mold-Tech(R) mold engraving; Keller-Dorian print rolls and
calendering equipment; Mullen(R) Burst Testers; Perkins converting
and finishing machinery and systems for general industry (e.g.,
automotive, plastics, textiles, paper, building products,
synthetic materials, OEMs, converting, textile and paper industry,
computer, housewares and construction industries).
Custom Hoists single and double acting telescopic and piston rod
hydraulic cylinders for dump trucks and trailers used in the
construction and waste hauling industries.
Standex Electronics reed switches, electrical connectors, sensors,
toroids and relays, fixed and variable inductors and electronic
assemblies, fluid sensors and tunable inductors for
telecommunications, consumer electronics, automotive, security
systems, communications equipment, computers, air conditioning and
refrigeration industries.
James Burn Wire-O(R) double looped wire and machinery and complete
binding system for printers, publishers and binders of checkbooks,
calendars, diaries, appointment books, cookbooks, catalogs and
manuals.
Consumer Products
Standard Publishing(R) publishes and markets religious
periodicals, curricula, Sunday school literature, children's books
and supplies for Sunday schools, churches, vacation Bible schools
and Christian bookstores and prints for general commerce and
industry.
Berean(R) Christian Stores, a chain of 22 Berean(R) Christian
bookstores, which serve as distribution centers and retail outlets
for religious books and merchandise.
Snappy(R), ACME and ALCO metal ducting and fittings for heating,
ventilating and air conditioning distributors throughout the
continental United States.
Frank Lewis(R) Grapefruit Club gift packages, Red Cooper(R) fresh
grapefruit, 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)F2 onions for mail order
consumer direct sales.
National Metal fabricated metal products, including specialty
hardware and metal furniture for the food service industry, retail
stores, office furniture markets, stationary supply houses and
other industries.
A registered trademark of the Georgia Department of
Agriculture.
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
27 of the 1999 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.
Backlog
Backlog orders believed to be firm at June 30, 1999 and 1998
are as follows (in thousands):
1999 1998
Food Service $21,379 $22,242
Industrial 122,337 68,726
Consumer 6,636 11,352
Total $150,352 $102,320
All but approximately $70,415,000 of the 1999 backlog, and
$17,024,000 of the 1998 backlog, was expected to be realized as
sales in the following fiscal year.
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 1999, the Company invested
$16,824,000 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 34 plants, principally in Western
Europe. The industry segment information regarding non-U.S.
operations on page 27 of the 1999 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, 1999, Standex operated a total of 92 principal
plants, stores and warehouses located through the United States,
Western Europe, Canada, Australia, Singapore and Mexico. The
Company owned 50 of the facilities and the balance were leased.
The Company operated 22 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, 1999
is as follows (in thousands):
Area in Square Feet
Owned Leased
Food Service 679 228
Industrial 1,067 394
Consumer 1,445 362
General Corporate 29 -
Total 3,220 984
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 69 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 59 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 61 Executive Vice
President/Operations of the
Company since June 1989.
Edward F. Paquette 63 Vice President/CFO of the
Company since July 1998;
Assistant to the President/CEO
of the Company from September
1997 to June 1998 and prior
thereto Partner of Deloitte &
Touche LLP.
Deborah A. Rosen 44 General Counsel of the
Company since January 1998;
Secretary of the Company since
October 1997; Assistant General
Counsel and Assistant Secretary
of the Company from January 1997
to December 1997 and prior
thereto Senior Corporate
Attorney and Assistant Secretary
of the Company.
Daniel C. Potter 43 Treasurer of the Company
since August 1998; Assistant
Treasurer from July 1997 to July
1998; Corporate Tax Manager of
the Company since February 1997;
Tax Manager of the Company from
August 1996 to January 1997 and
prior thereto Tax
Manager/International.
Robert R. Kettinger 57 Corporate Controller of the
Company since July 1991.
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 20 of the 1999
Annual Report. The approximate number of stockholders of record
on September 8, 1999 was 3,350.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30,
1999 is incorporated by reference to the table entitled "Five-Year
Financial Review" on page 20 of the 1999 Annual Report. This
summary should be read in conjunction with the consolidated
financial statements and related notes included in the 1999 Annual
Report on pages 21 through 31.
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 19 of the 1999 Annual Report.
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk
are incorporated by reference to Page 19 of the 1999 Annual
Report.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by
reference to pages 20 through 32 of the 1999 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 5 and pages 13
through 14 of the Proxy Statement of the Company, dated September
16, 1999 (the "1999 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 9 through 13 of the 1999 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 3 through 5 of the
1999 Proxy Statement. The beneficial ownership of Standex Common
Stock of all directors and executive officers of the Company is
incorporated by reference to pages 3 through 4 of the 1999 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions is incorporated by reference to pages 13 through 14
of the 1999 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 the Consolidated Financial
Statements and Schedules are incorporated by
reference into this Item 14.
(ii) The financial statement schedule listed
in the accompanying index to the Consolidated
Financial Statements and Schedules is filed as part
of this Annual Report on 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, 1999.
(c) Exhibits
3. (i) Restated Certificate of Incorporation
of Standex, dated October 27, 1998, is
incorporated by reference to the exhibits to the
Quarterly Report of Standex on Form 10-Q for the
fiscal quarter ended December 31, 1998.
(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) Rights Agreement of the Company is
incorporated by reference to Form 8A filed with
the Securities and Exchange Commission on
December 18, 1998 and to the Form 8-K filed with
the Securities and Exchange Commission on
December 18, 1998.
10. (a) Employment Agreement dated February 1,
1998, between the Company and David R. Crichton
is incorporated by reference to the exhibits to
the Quarterly Report of Standex on Form 10-Q for
the fiscal quarter ended March 31, 1998.
(b) 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.
(c) Employment Agreement dated September
20, 1997 between the Company and Edward F.
Paquette is incorporated by reference to the
exhibits to the Quarterly Report of Standex on
Form 10-Q for the fiscal quarter ended September
30, 1997.
(d) Standex International Long-Term
Incentive Plan, effective October 27, 1998 is
incorporated by reference to the exhibits to the
Quarterly Report of Standex on Form 10-Q of the
fiscal quarter ended December 31, 1998.
(e) 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").
(f) 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.
(g) 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").
(h) 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.
(i) 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.
(j) Standex International Corporation 1994
Stock Option Plan effective July 27, 1994 is
incorporated by reference to the exhibits to the
1994 10-K.
(k) 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.
13. The Annual Report to Shareholders of the
Company for the fiscal year ended June 30, 1999
(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 John Bolten, Jr., David
R. Crichton, Samuel S. Dennis 3d, William R.
Fenoglio, Walter F. Greeley, Daniel B. Hogan, Thomas
L. King, C. Kevin Landry, H. Nicholas Muller, III,
Ph.D., Edward F. Paquette and Sol Sackel.
27. Financial Data Schedule.
(d) Schedule
The schedule listed in the accompanying Index to the
Consolidated Financial Statements and Schedules 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 22, 1999.
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 22, 1999:
Signature Title
/s/ Edward J. Trainor President/Chief Executive Officer
Edward J. Trainor
/s/ Edward F. Paquette Vice President/Chief Financial Officer
Edward F. Paquette
/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 22, 1999 as attorney-in-fact for the following
directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
David R. Crichton Thomas L. King
Samuel S. Dennis 3d C. Kevin Landry
William R. Fenoglio H. Nicholas Muller, III, Ph.D.
Walter F. Greeley Edward F. Paquette
Sol Sackel
/s/ Edward J. Trainor
Edward J. Trainor
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Page No. in
Annual Report
("AR")
Financial Statements
Statements of Consolidated Income for the
Years Ended June 30, 1999, 1998 and 1997 AR 21
Consolidated Balance Sheets at June 30, 1999 and 1998 AR 22
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1999, 1998 and 1997 AR 21
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1999, 1998 and 1997 AR 23
Notes to Consolidated Financial Statements. AR 24 - 31
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto AR 32
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 27
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 20
Item 6 Selected Financial Data AR 20
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations AR 16 - 19
Item 7A Quantitative and Qualitative Disclosures About
Market Risk AR 19
Item 8 Financial Statements and Supplementary Data AR 20 - 32
PART III
Item 10 Directors and Executive Officers of Standex P 2 - 5;
and 13 - 14
Item 11 Executive Compensation P 9 - 13
Item 12 Security Ownership of Certain Beneficial Owners and
Management P 3 - 5
Item 13 Certain Relationships and Related Transactions P 13 - 14
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, 1999 and
1998, and for each of the three years in the period ended June 30,
1999, and have issued our report thereon dated August 17, 1999;
such consolidated financial statements and report are included in
your 1999 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated
financial statement schedule of Standex International Corporation
and subsidiaries, listed in Item 14 (a)(ii). This consolidated
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 consolidated
financial statement schedule, when considered in relation to the
basic consolidated 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 17, 1999
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1999, 1998 and 1997
Column A Column B Column C Column D Column E
Balance at Additions
Beginning Charged to Costs Charged to Balance at
Description of Year and Expenses Other Accounts Deductions End of Year
Allowances deducted from assets
to which they apply--for
doubtful accounts receivable:
June 30, 1999 $3,550,685 $1,984,598 $(1,944,888) (1) $3,590,395
June 30, 1998 $2,535,535 $2,587,540 $(1,572,390) (1) $3,550,685
June 30, 1997 $2,666,005 $2,276,847 $(2,407,317) (1) $2,535,535
(1) Accounts written off--net of recoveries.
INDEX TO EXHIBITS
PAGE
13. The Annual Report to Shareholders of the
Company for the fiscal year ended June
30, 1999 (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 Registrant
23. Independent Auditors' Consent
24. Powers of Attorney of John Bolten, Jr.,
David R. Crichton, Samuel S. Dennis 3d,
William R. Fenoglio, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C.
Kevin Landry, H. Nicholas Muller, III,
Ph.D., Edward F. Paquette and Sol Sackel
27. Financial Data Schedule