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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended June 30, 1999
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 1-1000
SPARTON CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 38-1054690
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(State of Incorporation) (IRS Employer Identification No.)
2400 East Ganson Street, Jackson, Michigan 49202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 787-8600
(Title of each class) (Name of each exchange on which registered)
- ----------------------------- -------------------------------------------
COMMON STOCK, $1.25 PAR VALUE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by checkmark 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
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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 Part III of this Form 10-K or any amendment
to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of August 31, 1999 was $29,396,000.
The number of shares of common stock outstanding as of August 31, 1999 were
7,828,090.
Documents incorporated in part by reference:
Parts II and IV - Portions of the 1999 Annual Report to Shareowners' of
Sparton Corporation ("Annual Report") are filed as Exhibit
13 herewith.
Part III - Proxy Statement for October 27, 1999 Meeting
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PART I
Item l. Business
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Except as otherwise indicated, the term "Company" refers to Sparton Corporation,
and the term "Sparton" refers to Sparton Corporation and its consolidated
subsidiaries.
The Company has been in continuous existence since 1900. It was last reorganized
in 1919 as an Ohio corporation. Sparton operates in one line of business,
electronics manufacturing services (EMS). A description of the major products
and various information on sales of the Company's continuing operations,
electronics, are included in the Annual Report in Note 1, Statement of
Significant Accounting Policies, and in Note 12, Business Segment and
Concentration of Sales, of the Notes to Consolidated Financial Statements on
Pages 23 and 31, respectively, and are filed as part of Exhibit 13.
In August 1996, the Company formalized its plan to offer for sale its automotive
and industrial products operations. Accordingly, these operating results have
been reported as discontinued operations. Further discussion of these
transactions are included in the Annual Report in Note 9, Discontinued
Operations, of the Notes to the Consolidated Financial Statements on page 27 and
are filed as part of Exhibit 13.
Electronic Manufacturing Services
- ---------------------------------
Historically, the Company's principal electronics product has been sonobuoys,
which are anti-submarine warfare (ASW) devices used by the U.S. Navy and other
free world military organizations. It competes with a very limited number of
qualified manufacturers for sonobuoy procurements by the U.S. and selected
foreign governments. Contracts are obtained through competitive bid or directed
procurement. Sales of sonobuoys have declined substantially from the levels of
the 1980's and early 1990's, but have stabilized in recent years at these
levels.
The Company has focused its resources in recent years on substantially expanding
revenues in the commercial EMS area. This is the area where the Company expects
substantially all future revenue growth to occur. Many of the physical and
technical attributes used in the production of sonobuoys are also required in
the production of commercial electronics products. The Company's commercial EMS
business includes design and/or manufacture of a variety of electronic and
electromechanical products and assemblies. Sales are generally obtained on a
competitive basis. Competitive factors include technical ability, customer
service, product quality, timely delivery and price. A majority of the
proprietary products, principally transducers and condition monitoring systems,
are sold to the telecommunications industry worldwide. Commercial electronics
products are sold through a direct sales force and through a small group of
manufacturers' representatives. The primary industries of the Company's
commercial EMS market include telecommunication, avionics, medical and
industrial controls and scientific instrumentation. In the commercial EMS
business, Sparton must compete with a number of domestic and foreign
manufacturers, some of which are much larger in terms of size and in financial
resources. The Company generally contracts with its customers to manufacture
products based on the customer's design, specifications and shipping schedules.
Normally, EMS programs do not require the Company's direct involvement in
product marketing.
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Material cost and availability and product quality, delivery and reliability are
very important factors in the commercial EMS business. In general, margins
within the EMS markets are lower than those obtained in the Company's
governmental EMS markets of ASW or proprietary electronics. The lower margins
are primarily due to intense competition and the higher number of purchased
parts contained in the products shipped.
At June 30, 1999 and June 30, 1998, the government backlog was approximately $70
million and $66 million, respectively. A majority of the 1999 backlog is
expected to be realized in 2000. Commercial EMS sales are not included in the
backlog. The Company does not believe the amount of backlog of commercial sales
covered by firm purchase orders is a meaningful measure of future sales, as such
orders may be rescheduled or cancelled without significant penalty.
Automotive and Industrial Products
- ----------------------------------
As previously discussed, the Company formalized its plan in August 1996 to
dispose of the automotive and industrial products segment and accordingly, these
operations have been reported as discontinued operations.
Other Information
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Sparton's largest customer is the U.S. Navy. While the loss of government sales
would have a material adverse financial effect, the loss of any one of several
other customers could also have a significant but less dramatic financial
impact. The Company continues to grow its commercial EMS sales with the intent
to expand the customer base, thus reducing this concentration. Materials for the
electronics operations are obtained from a variety of worldwide sources, except
for selected components. Access to competitively priced materials is critical to
success in the EMS business. In certain markets, the volume purchasing power of
the larger competitors creates a substantial cost advantage for them. The
Company has not encountered and does not expect to encounter significant
long-term problems in obtaining sufficient raw materials although the commercial
electronics industry has experienced occasional spot shortages or delivery
delays of key components. The risk of material obsolescence in the EMS business
is less than it is in many other markets because raw materials and component
parts are generally only purchased upon receipt of a customer's order. While
Sparton holds a number of patents relating to its products and processes, none
are considered of material importance. While overall sales fluctuate during the
year, such fluctuations do not reflect a definitive seasonal pattern or
tendency.
Research and development expenditures amounted to approximately $8,779,000 in
1999, $10,512,000 in 1998 and $17,225,000 in 1997 (approximately $6,700,000,
$9,462,000 and $16,238,000 of these expenditures, respectively, were customer
funded). There are approximately 82 employees involved in research and
development activities. Few, if any, devote all of their time to such efforts.
Sparton employed approximately 1,200 people at June 30, 1999. The Company has
one operating division and four wholly owned active subsidiaries classified as
continuing operations and one wholly owned inactive subsidiary within the
remaining portion of discontinued operations.
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Item 2. Properties
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The table that follows lists the principal properties of Sparton within
continuing operations. All are owned. There are manufacturing and/or office
facilities at each location. Sparton believes these facilities are suitable for
its operations. Several of the facilities have available physical space for
additional production equipment as the demand arises. In addition, at least two
of the plants are currently underutilized, operating at or below one eight hour
shift level. Such underutilization would decline as sales volume increases.
Jackson, Michigan
DeLeon Springs, Florida (2 plants)
Brooksville, Florida
London, Ontario
Rio Rancho, New Mexico
Deming, New Mexico
The Company's Coors Road, Albuquerque, New Mexico facility is idle and is
available for sale or lease. Currently, a portion of the facility is leased to
another organization.
In November 1996, the Company closed its Lake Odessa, Michigan automotive
production facility as part of the plan to exit the automotive business. This
property was sold in April 1997 for $475,000 under an installment contract
expiring in 2002.
As a condition of the December 1996 sale of approximately 80% of the
discontinued automotive operations, the Company purchased, for $675,600, the
Grand Haven and White Cloud, Michigan production facilities that were owned by
Mr. and Mrs. John J. Smith (Mr. Smith is the Company's CEO and a director) and
his brother, Lawson K. Smith (former officer and director of the Company). These
facilities were leased to the purchaser of the discontinued automotive
operations (the Purchaser) under a five- (5) year term with an aggregate annual
rental of $135,000. These leases grant the Purchaser the option of purchasing
both (but not less than both) facilities for $50,000 at the end of the original
term of the Leases. These leases also offer options to acquire the facilities
during the lease term. As part of the December 1996 sale, the Board approved the
purchase of this real estate from the Smiths.
Item 3. Legal Proceedings
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Various litigation is pending against the Company, in many cases involving
ordinary and routine claims incidental to the business of the Company and in
others presenting allegations that are nonroutine. The Company and its
subsidiaries are also involved in certain compliance issues with the United
States Environmental Protection Agency (EPA) and various state agencies,
including being named as a potentially responsible party at several sites.
Potentially responsible parties (PRPs) can be held jointly and severally liable
for the cleanup costs at any specific site. The Company's past experience,
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however, has indicated that when it has contributed only relatively small
amounts of materials or waste to a specific site relative to other PRPs, its
ultimate share of any cleanup costs has been minor. Based upon available
information, the Company believes it has contributed only small amounts to those
sites in which it is currently viewed a potentially responsible party.
Environmental compliance issues involving the discontinued automotive operations
are not material.
One of Sparton's facilities, located in New Mexico, has been the subject of
ongoing investigations conducted with the Environmental Protection Agency (EPA)
under the Resource Conservation and Recovery Act (RCRA). This EPA compliance
issue is related to continuing operations, but involves a largely idled
facility. The investigation began in the early 1980's and involved a review of
on-site and off-site environmental impacts. In 1988, an administrative order on
consent (AOC) was executed with the EPA related to further investigation and
proposing a means of dealing with quantified impacts.
The remedial investigation called for in the AOC has been completed and
approved. In May 1996, Sparton submitted to the EPA a final corrective measure
study, based on the results of its investigations, as required in the AOC. In
June 1996, the EPA issued its final decision selecting a corrective action at
the site, different from what Sparton had proposed. The EPA estimated that the
present value cost of its remedies would range from between $15,000,000 and
$26,400,000 based on a thirty- (30) year time frame. In Sparton's judgment, the
remedies proposed by the EPA are either unnecessary or technically
impracticable. Sparton vigorously challenged the EPAs remedy selection and filed
suit in Federal District Court in Dallas asserting that the EPAs decision on
remedy selection violated the AOC.
In September 1996, the EPA issued an initial administrative order under RCRA
ordering Sparton to undertake additional testing to justify the implementation
of the remedy selected by the agency in June 1996, and then to implement that
remedy. Sparton vigorously contested that order administratively, but on
February 10, 1998, the EPA issued a Final Administrative Order that in all
material respects followed the initial administrative order issued in September
1996. Sparton has refused to implement those portions of that order that it
believes are unjustified.
In February 1997, three lawsuits were filed against Sparton in Federal District
Court in Albuquerque, one by the United States on behalf of the EPA, the second
by the State of New Mexico and the third by the City of Albuquerque and the
County of Bernalillo. All three actions allege that the impacts to soil and
groundwater associated with Sparton's Coors Road facility present an imminent
and substantial threat to human health or the environment. Through these
lawsuits, the plaintiffs seek to compel Sparton to undertake additional testing
and to implement the same remedy selected by the EPA in June of 1996, now
incorporated in the Final Administrative Order, and referred to in the preceding
paragraph. In March 1997, the plaintiffs in these three lawsuits filed a motion
for preliminary injunction and in July of 1997, the action in Dallas was
transferred to Federal District Court in Albuquerque and consolidated with the
three lawsuits filed in February 1997.
A pretrial schedule has been established for the consolidated actions, but no
trial date set. Limited discovery, involving interrogatories and requests for
production, has been undertaken by the plaintiffs. The plaintiffs have sought to
amend their lawsuit to compel Sparton to implement the Final Administrative
Order, and seeking civil penalties for alleged noncompli-
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ance. Sparton has opposed this request and no decision has been made by the
court on the plaintiffs' request to amend.
In March 1998, a hearing was held on the plaintiffs' request for a preliminary
injunction. After two days of testimony, the federal district judge indicated he
had tentatively concluded he might issue a preliminary injunction. The parties
subsequently entered into settlement discussions that culminated in an agreed
workplan for the installation of certain off-site monitoring, observation and
containment wells, in exchange for plaintiffs withdrawing their request for a
preliminary injunction. An order withdrawing that request and approving this
off-site workplan was signed on July 7, 1998.
At the current time, all litigation has been stayed to allow the parties to
continue settlement discussions. The most recent stay expired on August 9, 1999,
but the parties have agreed to extend it to at least September 9, 1999. It is
anticipated that implementation of the three workplans discussed below will
relieve the Company of its obligations under the February 10, 1998 Final
Administrative Order. As a result of these developments, the Company has updated
its cost estimates. It is believed the initial cost of the corrective measures
called for in these plans will not be materially different from the cost
estimates the Company has previously accrued. There is no assurance that
additional corrective measures, involving increased expenditures, may not be
required.
The proposed workplans provide for the installation of an off-site containment
well (already completed and operating), an on-site containment well and an
enhancement to an on-site soil vapor extraction system. The purpose of the
containment wells is to restrict further migration of impacted groundwater. The
soil vapor extraction system removes solvents in the on-site soil above the
groundwater. The installation and operation of the two containment wells and the
enhanced soil vapor extraction system are dependent upon various permits,
licenses and approvals from regulatory agencies and third parties. It is
anticipated that these remediation activities will operate for a period of time
during which the Company and the regulatory agencies will analyze their
effectiveness. The Company believes that it will take at least three to five
years before the effectiveness of the groundwater extraction wells can be
established. Until then, in the Company's judgment, no definitive conclusion can
be reached on whether additional remediation activities may be required.
At June 30, 1999, Sparton has accrued $1,426,000 as its estimate of the future
undiscounted minimum obligation with respect to this matter. This reflects the
minimum range of the amount Sparton expects to incur over the next four years.
The period of accrual was reduced from five to four years to reflect what is now
believed will be the initial period for testing the effectiveness of the
remediation plan as discussed and described above. Details of the activity
beyond this period will be dependent upon the effectiveness of the workplans
being currently negotiated and not yet implemented. This amount includes
equipment and operating and maintenance costs. In many cases, new technologies
become available over time, which result in modified costs for environmental
remediation. The Company's estimate of cost is based on the existing methodology
and excludes legal and related consulting costs. The estimate includes the
minimum range of activity expected to occur in the next four years including
on-site and off-site pump and treat containment systems, a soil vapor extraction
program and continued on-site/off-site monitoring. Beyond four years, while
additional expenditures are probable, Sparton does not believe such expenditures
are reasonably estimable based on available information. Factors causing the
uncertainty include, but are not limited to, effectiveness of the currently
proposed programs to achieve targeted
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results and decisions made by regulating agencies regarding future proposals and
reports of Sparton. Sparton routinely refines and revises the estimate of its
environmental efforts as additional information becomes available.
Uncertainties associated with environmental remediation contingencies are
pervasive and often result in wide ranges of reasonably possible estimates.
Estimates developed in the early stages of remediation can vary significantly.
Normally, a finite estimate of cost does not become fixed and determinable at a
specific point in time. Rather, the costs associated with environmental
remediation become estimable over a continuum of events and activities that help
to frame and define a liability. Amounts charged to operations, principally
legal and consulting, for fiscal years 1999 and 1998 were $1,756,000 and
$1,821,000, respectively. It is reasonably possible that Sparton's recorded
estimate of this liability may change. If a remedy is imposed on Sparton, other
than as described in the proposed workplans, the ultimate cleanup costs could
increase significantly. There is no assurance that additional costs greater than
the amount accrued will not be incurred or that changes in environmental laws or
their interpretation will not require that additional amounts be spent.
On June 17, 1998, Sparton Corporation and Sparton Technology, Inc. filed a
complaint in the Circuit Court of Cook County, Illinois, against Lumbermens
Mutual Casualty Company and American Manufacturers Mutual Insurance Company
demanding reimbursement of expenses incurred in connection with its remediation
efforts at the Coors Road facility based on various primary and excess
comprehensive general liability policies in effect between 1959 and 1975.
On February 11, 1998, Sparton Technology, Inc. commenced litigation in the
United States Court of Federal Claims alleging that the Department of Energy
(DOE), acting through its contractors, Sandia Corporation and Allied Signal,
Inc., is liable for reimbursement of Sparton's costs incurred in defending
against and complying with federal and state regulatory requirements. The DOE
prescribed certain mandatory performance requirements that were then imposed
upon Sparton through its agreements with Sandia Corporation and Allied Signal,
Inc. On February 9, 1999, the Court of Federal Claims dismissed Sparton's
complaint based on its determination that an agency relationship did not exist
between Sandia Corporation and Allied Signal, Inc. and the United States for
purposes of reimbursing costs incurred during litigation. Sparton believes that
the court erred in its decision and filed its notice of appeal on April 9,
1999. Briefing has begun but is not yet complete.
Sparton Technology, Inc. filed a complaint on September 21, 1998, against Allied
Signal, Inc. in U.S. District Court in Kansas City seeking to recover costs
incurred to investigate and remediate impacts to the environment at its Coors
Road facility. In July 1999, the court allowed the Company to amend its
complaint to add Sandia Corporation and the DOE as defendants. Limited discovery
has been completed. This case is currently scheduled for trial in the Spring of
2000.
At this time, the Company is unable to predict the amount of recovery, if any,
that may result from the pursuit of these before-mentioned three claims.
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Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
No matters were submitted to a vote of the security holders during the last
quarter of the period covered by this report.
OFFICERS OF THE REGISTRANT
- --------------------------
Information with respect to executive officers of the Registrant is set forth
below. The positions noted have been held for at least five years, except where
noted.
Age
---
JOHN J. SMITH, Chairman of the Board, Chief Executive Officer and Director 87
DAVID W. HOCKENBROCHT, President, Chief Operating Officer and Director 64
RICHARD L. LANGLEY, Vice President-Treasurer 54
R. JAN APPEL, Vice President, Secretary and General Counsel 53
RICHARD D. MICO, Vice President and General Manager of Sparton Technology, Inc. 69
DOUGLAS E. JOHNSON, Vice President and General Manager of Sparton 51
Electronics since July 1995. Prior to that date, Mr. Johnson was
the Assistant General Manager of Sparton Electronics.
MICHAEL G. WOODS, Vice President since August 1999 and General Manager of 40
Sparton of Canada, Ltd. since November 1998. Prior to that date,
Mr. Woods held varying positions including Controller and Director of
Electronics Manufacturing Services for Sparton of Canada.
There are no family relationships between the persons named above. All officers
are elected annually and serve at the discretion of the Board of Directors.
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
- ------- -----------------------------------------------------------------
Matters
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Information with respect to the market for the Company's stock, including stock
prices, stock exchange and number of shareowners, and quarterly dividends for
the two-year period ended June 30, 1999, is included under "Financial
Highlights" on page 1 of the Annual Report and is included in Exhibit 13 filed
herewith.
Item 6. Selected Financial Data
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The "Selected Financial Data" on page 32 of Exhibit 13 filed hereunder 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 Financial Condition and Results of
Operations" on pages 33 of Exhibit 13 filed hereunder is incorporated herein by
reference.
Item 7.(a) Qualitative and Quantitative Disclosures About Market Risk
- ---------- ----------------------------------------------------------
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Market Risk Exposure" on page 35 of Exhibit 13 filed hereunder is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
The consolidated financial statements of Sparton Corporation and Subsidiaries
and "Report of Independent Auditors" are included on pages 18 - 31 and 22 ,
respectfully, in Exhibit 13 filed hereunder and are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
None.
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PART III
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Item 10. Directors and Executive Officers of the Registrant
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Information with respect to directors is included in the Proxy Statement under
"Election of Directors" and is incorporated herein by reference. Information
concerning the executive officers is included in Part I on page 4.
Item 11. Executive Compensation
- -------- ----------------------
Information concerning executive compensation is included under "Compensation of
Executive Officers" in the Proxy Statement and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
Information on management and certain other beneficial ownership of the
Company's common stock is included under "Outstanding Stock and Voting Rights"
in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
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Information as to certain relationships and related transactions is included
under "Certain Relationships and Transactions" in the Proxy Statement and is
incorporated herein by reference.
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------- ---------------------------------------------------------------
(a) The following financial statements are filed as part of this report on Form
10-K:
The following Consolidated Financial Statements of Sparton Corporation and
Subsidiaries and Report of Independent Auditors, included on Pages 18 - 31 and
22, respectfully, of Exhibit 13 filed hereunder are incorporated by reference in
Item 8.
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Page Reference
Annual Report
to Shareowners
--------------
Data from the 1999 Annual Report to Shareowners of Sparton Corporation:
Consolidated balance sheets at June 30, 1999 and 1998 18
For the years ended June 30, 1999, 1998 and 1997:
Consolidated statements of operations 20
Consolidated statements of cash flows 21
Consolidated statements of shareowners' equity 22
Notes to consolidated financial statements 23 - 31
Report of Independent Auditors 22
Financial Statement Schedules
All prescribed schedules have been omitted since the required
information is not present or is not present in amounts
sufficient to require submission of the schedule, or because
the information required is included in the consolidated
financial statements or the notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed for the three months
ended June 30, 1999.
(c) Exhibits
See Exhibit Index on page 14.
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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.
SPARTON CORPORATION
Date: September 24, 1999 By: /s/ Richard L. Langley
- ---------------------------- --------------------------------------------
Richard L. Langley, Vice President-Treasurer
(Principal Accounting and Financial Officer)
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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.
Signature and Title Date
------------------- ----
By /s/ John J. Smith August 27, 1999
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John J. Smith, Chairman of the Board
of Directors and Chief Executive Officer
By /s/ David W. Hockenbrocht August 27, 1999
- ---------------------------------------------------
David W. Hockenbrocht, President,
Chief Operating Officer and Director
By /s/ James N. DeBoer August 27, 1999
- ---------------------------------------------------
James N. DeBoer, Director
By /s/ Robert J. Kirk August 27, 1999
- ---------------------------------------------------
Robert J. Kirk, Director
By /s/ William I. Noecker August 27, 1999
- ---------------------------------------------------
William I. Noecker, Director
By /s/ Rory B. Riggs August 27, 1999
- ---------------------------------------------------
Rory B. Riggs, Director
By /s/ David B. Schoon August 27, 1999
- ---------------------------------------------------
David B. Schoon, Director
By /s/ W. Peter Slusser August 27, 1999
- ---------------------------------------------------
W. Peter Slusser, Director
By /s/ Bradley O. Smith August 27, 1999
- ---------------------------------------------------
Bradley O. Smith, Director
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Exhibit Index
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3 and 4 Articles of Incorporation of the Registrant were filed with Form
10-K for the year ended June 30, 1981 and an amendment thereto
was filed with Form 10-Q for the three-month period ended
September 30, 1983, and are incorporated herein by reference.
By-laws of the Registrant were filed with Form 10-K for the year
ended June 30, 1981, and are incorporated herein by reference.
Code of Regulations of the Registrant were filed with Form 10-K
for the year ended June 30, 1981 and an amendment thereto was
filed with Form 10-Q for the three-month period ended September
30, 1982, and are incorporated herein by reference.
10 The employment agreement with John J. Smith was filed with Form
10-Q for the quarter ended September 30, 1994 and an amendment
and extension of the employment agreement thereto was filed with
Form 10-K for the year ended June 30, 1998, and are incorporated
herein by reference.
13 Portions of the 1999 Annual Report to Shareowners (filed herewith
and attached).
22 Subsidiaries (filed herewith and attached).
23 Consent of independent auditors (filed herewith and attached).
27 Financial data schedule, submitted to the Securities and Exchange
Commission for its information.
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