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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 27, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transistion period from to
--- ---
COMMISSION FILE NUMBER: 1-7598
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
VARIAN ASSOCIATES, INC.
STATE OR OTHER JURISDICTION OF IRS EMPLOYER
INCORPORATION OR ORGANIZATION: IDENTIFICATION NO.:
DELAWARE 94-2359345
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:
3050 Hansen Way, Palo Alto, California 94304-1000
(415) 493-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, New York Stock Exchange
$1 par value Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period 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 Registrant's voting stock held by
non-affiliates as of December 1, 1996 was $1,498,011,000.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of December 1, 1996: 30,703,000 shares of $1 par
value common stock.
An index of exhibits filed with this Form 10-K is located on pages 15
through 16.
DOCUMENTS INCORPORATED BY REFERENCE:
DOCUMENT DESCRIPTION 10-K PART
- -------------------- ---------
Certain sections, identified by caption and page number, of the
Registrant's Annual Report to Stockholders for the fiscal year ended
September 27, 1996 (the "Annual Report")............................. I, II, IV
Certain sections, identified by caption, of the Proxy Statement
for the Registrant's 1997 Annual Meeting of Stockholders (the "Proxy
Statement").......................................................... III
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PART I
Item 1. Business
Varian Associates, Inc. together with its subsidiaries (hereinafter referred to
as "Varian", the "Company" or the "Registrant") is a high-technology enterprise
which was founded in 1948. It is engaged in the research, development,
manufacture, and marketing of products and services for health care, industrial
production, scientific and industrial research, and environmental monitoring.
The Company's principal business segments are health care systems, instruments,
and semiconductor production equipment. Its foreign subsidiaries engage in some
of the aforementioned businesses and market the Company's products outside the
United States. As of September 27, 1996, the Company employed approximately
6,700 people worldwide.
The Company sells its products throughout the world and has 28 field sales
offices in the U.S. and 54 sales offices in other countries. In general, its
markets are quite competitive, characterized by the application of
advanced-technology and by the development of new products and applications.
Many of the Company's competitors are large, well-known manufacturers, but there
is no competitor which competes across all of the Company's segments.
There were no material changes in the kinds of products produced or in the
methods of distribution since the beginning of the fiscal year. The Company
anticipates adequate availability of raw materials.
The Company's sales to customers outside of the U.S. for 1996 were $918 million.
The profitability of such sales is subject to greater fluctuation than U.S.
sales because of generally higher marketing costs and changes in the relative
value of currencies. Additional information concerning the method of accounting
for the Company's foreign currency translation is set forth under the headings
"Foreign Currency Translation" and "Forward Exchange Contracts", on pages 26 and
30, respectively, of the Annual Report, which information is incorporated
herein by reference.
The Company's operations are grouped into three segments. These segments, their
products, and the markets they serve are described in the following paragraphs.
The Health Care Systems business manufactures, sells, and services linear
accelerators, simulators for planning cancer treatments, brachytherapy systems,
and data management systems for radiation oncology centers. It also designs and
manufactures a wide range of X-ray generating tubes for the medical diagnostic
imaging market worldwide. Linear accelerators are used in cancer therapy and for
industrial radiographic applications. The Company's leading CLINAC(R) series of
medical linear accelerators, marketed to hospitals and clinics worldwide,
generates therapeutic X-rays and electron beams for cancer treatment.
LINATRON(R) linear accelerators are used in industrial applications to X-ray
heavy metallic structures for quality control. The Company manufactures tubes
for four primary medical X-ray imaging applications: CT scanner; diagnostic
radiographic/fluoroscopic; special procedures; and mammography. Backlog for the
Health Care Systems business amounted to $341 million and $293 million in fiscal
1996 and 1995, respectively.
The Instruments business manufactures, sells, and services a variety of
scientific instruments for analyzing chemical substances including metals,
inorganic materials, organic compounds, polymers, natural substances, and
biochemicals. The products include liquid and gas chromatographs, gas
chromatograph/mass spectrometers, NMR spectrometers, ultraviolet visible
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Item 1. (continued)
near infrared spectrometers, atomic absorption spectrometers, inductively
coupled plasma spectrometers, inductively coupled plasma/mass spectrometers,
data systems, and small, disposable tools used to prepare chemical samples for
analysis. Typical applications are found in biochemical and organic chemical
research, measurement of the chemical composition of mixtures, studies of the
chemical structure of pure compounds, quality control of manufactured materials,
chemical analysis of natural products, and environmental monitoring and
measurement. The major segments served are environmental laboratories;
pharmaceutical and chemical industries; chemical, life science, and academic
research; government laboratories; and specific areas of the health care
industry. The Instruments business also manufactures vacuum products and
accessories for industrial and scientific applications. Its vacuum products and
helium leak detectors are utilized in such applications as semiconductor and
automotive manufacturing, high-energy physics, surface analysis, space research,
and petrochemical refining. The Instruments business includes a facility which
fabricates circuit boards and sub-assemblies for customers inside and outside
the Company. Backlog for the Instruments business amounted to $110 million and
$111 million in fiscal 1996 and 1995, respectively.
The Company's Semiconductor Equipment business manufactures, sells, and services
processing systems which are essential to making integrated circuits. Primary
products are ion implantation and sputter coating systems used in wafer
fabrication facilities. Backlog for this business amounted to $203 million and
$248 million in fiscal 1996 and 1995, respectively.
Additional information regarding the Company's lines of business and
international operations are incorporated herein by reference from the
information provided under the headings "Industry Segments" and "Geographic
Segments" on pages 36-37 of the Annual Report.
The Company employs in-house patent attorneys, holds numerous patents in the
United States and in other countries, and has many patent applications pending
in the U.S. and in other countries. The Company considers the development of
patents through creative research and the maintenance of an active patent
program to be advantageous in the conduct of its business, but does not regard
the holding of any particular patent as essential to its operations. The Company
grants licenses to reliable manufacturers on various terms and enters into
cross-licensing arrangements with other parties. Information regarding the
Company's research and development costs is incorporated herein by reference
from the information provided under the heading "Research and Development" on
page 28 of the Annual Report.
The Company's operations are subject to various federal, state, and/or local
laws regulating the discharge of materials to the environment or otherwise
relating to the protection of the environment. The Company is also involved in
various stages of environmental investigation and/or remediation under the
direction of or in consultation with federal, state, and/or local agencies at
certain current or former Company facilities (see the information provided under
the headings "Management's Discussion and Analysis" and "Contingencies" on pages
17-21 and 33-35, respectively, of the Annual Report, which information is
incorporated herein by reference). The Company has established what it believes
to be adequate reserves for these matters. Based on information currently
available, management believes that the Company's compliance with laws which
have been adopted regulating the discharge of materials to the environment or
relating to the protection of the environment is otherwise not reasonably likely
to have a material adverse effect on the capital expenditures, earnings or
competitive position of the Company. Also, estimated capital expenditures for
environmental control facilities are not expected to be material in fiscal 1997,
nor are they expected to be material in fiscal 1998.
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Item 1. (continued)
Executive Officers of the Registrant
The following table sets forth the names and ages of the Registrant's executive
officers, together with positions and offices held within the last five years by
such executive officers. Officers are appointed to serve until the meeting of
the Board of Directors following the next Annual Meeting of Stockholders and
until their successors have been elected and have qualified. Ages are as of
December 16, 1996.
Name Age Position Term
J. Tracy O'Rourke 61 Chairman of the Board and Chief Executive 1990-Present
(Director) Officer
Richard A. Aurelio 52 Executive Vice President 1992-Present
President, Semiconductor Equipment 1991-1992
Allen J. Lauer 59 Executive Vice President 1990-Present
Richard M. Levy 58 Executive Vice President 1990-Present
Timothy E. Guertin 47 Corporate Vice President 1992-Present
President, Oncology Systems 1990-Present
Robert A. Lemos 55 Vice President, Finance and Chief Financial 1986-Present
Officer
Treasurer 1995-Present
Joseph B. Phair 49 Secretary 1991-Present
Vice President and General Counsel 1990-Present
Wayne P. Somrak 51 Vice President 1991-Present
Controller 1995-Present,
1985-1994
Treasurer 1995
There is no family relationship between any of the executive officers.
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Item 2. Properties
The Company's executive offices and principal research and manufacturing
facilities are located in Palo Alto, California, on 55 acres of land held under
leaseholds which expire in the years 2012 through 2058. These facilities are
owned by the Company, and provide floor space totaling 740,502 square feet. The
following is a summary of the Company's properties at September 27, 1996:
Land (Acres) Buildings (000's Sq. Ft.)
------------ -------------------------
Owned Leased Owned Leased
----- ------ ----- ------
United States 100 55 1,606 424
International 27 - 350 298
--- -- ----- ---
127 55 1,956 722
=== == ===== ===
Utilization of facilities by segment is shown in the following table:
Buildings (000's Sq. Ft.)
===============================================================================
Manufacturing, Administrative
and Research & Development
Marketing
U.S. Non-U.S. Total and Service. Total
---- -------- ----- ------------ -----
Health Care Systems 493 42 535 178 713
Instruments 393 195 588 354 942
Semiconductor Equipment 391 52 443 160 603
Other Operations 56 - 56 - 56
----- --- ----- --- -----
Total Operations 1,333 289 1,622 692 2,314
===== === ===== ===
Other 364
---
Total 2,678
=====
Other Operations includes manufacturing support.
The capacity of these facilities is sufficient to meet current demand. The
Company owns substantially all of the machinery and equipment in use in its
plants. It is the Company's policy to maintain its plants and equipment in
excellent condition and at a high level of efficiency.
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Item 2. (continued)
Manufacturing sites by geographical location are as follows:
Health Care Systems California, Illinois, South Carolina, Utah,
England, Finland, France, Switzerland
Instruments California, Massachusetts, Arizona, Australia,
Italy
Semiconductor Equipment California, Massachusetts, Korea
Company-owned and staffed sales offices throughout the world are located in
North and South America: Brazil, Venezuela, Canada, Mexico, United States;
Europe: Austria, Belgium, Denmark, France, Italy, the Netherlands, Spain,
Sweden, Switzerland, Finland, England, Germany; and Pacific Basin: Australia,
People's Republic of China, Hong Kong, India, Japan, Korea, Singapore, Taiwan.
Item 3. Legal Proceedings
Information required by this Item is incorporated herein by reference from the
information provided under the heading "Contingencies" on pages 33-35 of the
Annual Report.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters
The information required by this Item is incorporated herein by reference from
the information provided under the heading "Common Stock Prices (Unaudited)" on
page 38 of the Annual Report, and the information provided under the heading
"Long-Term Debt" on pages 29-30 of the Annual Report.
The Company's common stock is listed on the New York and Pacific Stock Exchanges
under the trading symbol VAR.
There were 6,265 holders of record of the Company's common stock on December 1,
1996.
6
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ITEM 6. SELECTED FINANCIAL DATA
FISCAL YEARS
- --------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 1996 1995 1994 1993 1992
- --------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Sales....................................... $1,599.4 1,575.7 1,313.4 1,061.9 1,025.2
-------- ------- ------- ------- -------
Earnings from Continuing Operations
before taxes............................... $ 189.2 165.3 109.1 60.1 59.3
Taxes on earnings....................... $ 67.1 59.5 41.5 22.8 22.6
-------- ------- ------- -------- ------
Earnings from Continuing Operations......... $ 122.1 105.8 67.6 37.3 36.7
Earnings from Discontinued Operations,
Net of Taxes........................... $ -- 33.5 11.8 8.5 1.9
-------- ------- -------- ------- ------
NET EARNINGS................................ $ 122.1 139.3 79.4 45.8 38.6
======== ======= ======== ======= ======
EARNINGS PER SHARE - FULLY DILUTED
Earnings Continuing Operations......... $ 3.81 3.01 1.90 1.03 0.97
Earnings Discontinued Operations....... $ -- 0.95 0.32 0.23 0.05
-------- ------- -------- ------- ------
NET EARNINGS PER SHARE...................... $ 3.81 3.96 2.22 1.26 1.02
======== ======= ======== ======= ======
DIVIDENDS DECLARED PER SHARE............... $ 0.310 0.270 0.230 0.195 0.175
======== ======= ======== ======= ======
FINANCIAL POSITION AT YEAR END
Total assets............................... $1,018.9 1,003.8 962.4 878.7 878.7
Long-term debt
(excluding current portion).............. $ 60.3 60.3 60.4 60.5 49.7
This selected financial data should be read in conjunction with
the related consolidated financial statements and notes thereto,
incorporated herein by reference pursuant to Item 8.
7
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Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The information required by this Item is incorporated herein by reference from
the information provided under the heading "Management's Discussion and
Analysis" on pages 17-21 of the Annual Report.
Item 8. Financial Statements and Supplementary Data
The information required by this Item is incorporated herein by reference from
the Report of Independent Accountants on page 39 of the Annual Report and the
Consolidated Financial Statements, Notes to the Consolidated Financial
Statements, and Supplementary Data on pages 22-38 of the Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Not applicable.
Part III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item with respect to the Company's executive
officers is incorporated herein by reference from the information under Item 1
of Part I of this Report. The information required by this Item with respect to
the Company's directors is incorporated herein by reference from the information
provided under the heading "Election of Directors" of the Proxy Statement which
will be filed with the Commission. The information required by Item 405 of
Regulation S-K is incorporated herein by reference from the information provided
under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" of
the Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference from
the information provided under the heading "Certain Executive Officer
Compensation and Other Information" of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is incorporated herein by reference from
the information provided under the heading "Stock Ownership of Certain
Beneficial Owners" of the Proxy Statement.
8
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Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated herein by reference from
the information provided under the headings "Management Indebtedness and Certain
Transactions" and "Change in Control Arrangements" of the Proxy Statement.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements The following financial statements of the
Registrant and its subsidiaries, and Report of Independent
Accountants, are incorporated herein by reference from pages 22
through 37 and page 39 of the Annual Report:
Consolidated Financial Statements:
Consolidated Statements of Earnings for fiscal years
1996, 1995, and 1994
Consolidated Balance Sheets at fiscal year-end 1996
and 1995
Consolidated Statements of Stockholders' Equity for
fiscal years 1996, 1995, and 1994
Consolidated Statements of Cash Flows for fiscal years
1996, 1995, and 1994
Notes to the Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedule The following financial statement
schedule of the Registrant and its subsidiaries for fiscal years
1996, 1995, and 1994, and the related Report of Independent
Accountants are filed as a part of this Report and should be read
in conjunction with the Consolidated Financial Statements of the
Registrant and its subsidiaries which are incorporated herein by
reference.
Schedule Page
-- Report of Independent Accountants on
Financial Statement Schedule 13
II Valuation and Qualifying Accounts 14
All other required schedules are omitted because of the absence of
conditions under which they are required or because the required
information is given in the financial statements or the notes
thereto.
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Item 14. (continued)
(3) Exhibits:
3-a Registrant's Restated Certificate of Incorporation
3-b Registrant's Bylaws (incorporated herein by reference to
the Registrant's Form 10-K for the year ended October
2, 1992).
10.1 Registrant's Omnibus Stock Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter
ended March 31, 1995).
10.2 Registrant's 1982 Non-Qualified Stock Option Plan
(incorporated herein by reference to Exhibit 4.6 to the
Registration Statement on Form S-8; File No. 33-33660).
10.3 Registrant's Restricted Stock Plan (incorporated herein by
reference to Exhibit 4 to the Registration Statement
on Form S-8; File No. 33-33661).
10.4 Registrant's Management Incentive Plan (incorporated
herein by reference to Registrant's Form 10-Q for the
quarter ended March 31, 1995).
10.5 Registrant's Supplemental Retirement Plan (incorporated
herein by reference to Registrant's Form 10-Q for the
quarter ended June 30, 1995).
10.6 Registrant's form of Indemnity Agreement with Directors and
Executive Officers (incorporated herein by reference to
Registrant's Form 10-K for the year ended October 1,
1993).
10.7 Registrant's form of Change in Control Agreement with
Executive Officers other than the Chief Executive
Officer (incorporated herein by reference to
Registrant's Form 10-K for the year ended October 1,
1993).
10.8 Registrant's Change in Control Agreement with J. Tracy
O'Rourke (incorporated herein by reference to
Registrant's Form 10-K for the year ended October 1,
1993).
10.9 Description of Certain Compensatory Arrangements between
Registrant and Directors (incorporated herein by
reference to Registrant's Form 10-Q for the quarter
ended December 31, 1993).
10.10 Description of Certain Compensatory Arrangements between
Registrant and Executive Officers (incorporated herein
by reference to Registrant's Form 10-K for the year
ended September 30, 1994).
10
11
Item 14. (continued)
10.11 Description of Certain Relocation Arrangements between
Registrant and Executive Officers (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended
December 30, 1994).
11 Computation of earnings per share.
13 Registrant's 1996 Annual Report to Stockholders (furnished
for the information of the Securities and Exchange
Commission only and not deemed to be filed except for those
portions expressly incorporated by reference herein).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney by directors of the Company authorizing
certain persons to sign this Annual Report on Form 10-K on
their behalf.
27 Financial Data Schedule for the fiscal year ended September 27,
1996 (EDGAR filing only).
(b) Reports on Form 8-K:
A report on Form 8-K was filed on August 27, 1996, regarding the
Registrant's Preferred Stock Purchase Rights which expired and
became unexercisable on August 25, 1996.
11
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Varian Associates, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VARIAN ASSOCIATES, INC.
(Registrant)
Dated: December 3, 1996 By: /s/ Robert A. Lemos
--------------------
Robert A. Lemos
Vice President, Finance,
Chief Financial Officer,
and Treasurer
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 below.
Signature Title Date
--------- ----- ----
/s/ J. Tracy O'Rourke Chairman of the Board and Chief Executive December 3, 1996
---------------------- Officer (Principal Executive Officer)
J. Tracy O'Rourke
/s/ Robert A. Lemos Vice President, Finance, Chief Financial December 3, 1996
------------------- Officer and Treasurer (Principal Financial
Robert A. Lemos Officer)
/s/ Wayne P. Somrak Vice President and Controller (Principal December 3, 1996
------------------- Accounting Officer)
Wayne P. Somrak
Ruth M. Davis * Director
Robert W. Dutton * Director
Samuel Hellman * Director
Terry R. Lautenbach * Director
Angus A. MacNaughton * Director
David W. Martin, Jr. * Director
John G. McDonald * Director
Wayne R. Moon * Director
Gordon E. Moore * Director
David E. Mundell * Director
Donald O. Pederson * Director
Burton Richter * Director
Elizabeth E. Tallett * Director
Richard W. Vieser * Director
* By /s/ Robert A. Lemos December 3, 1996
---------------------
Robert A. Lemos, Attorney-in-Fact **
- --------
** By authority of powers of attorney filed herewith.
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Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors and Stockholders of
Varian Associates, Inc.
Our report on the consolidated financial statements has been incorporated by
reference in this form 10-K from page 39 of the 1996 Annual Report to
Stockholders of Varian Associates, Inc. and subsidiary companies. In connection
with our audits of such financial statements, we have also audited the related
Financial Statement Schedule listed in the index on page 9 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
San Jose, California
October 16, 1996
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SCHEDULE II
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS (1)
for the fiscal years ended 1996, 1995, and 1994
(Dollars in Thousands)
BALANCE AT CHARGED TO
BEGINNING COSTS AND
DESCRIPTION OF PERIOD EXPENSES
- ------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL NOTES
& ACCOUNTS RECEIVABLE:
Fiscal Year Ended 1996 $ 2,316 $ 876
======= =======
Fiscal Year Ended 1995 $ 2,422 $ 330
======= =======
Fiscal Year Ended 1994 $ 2,219 $ 762
======= =======
ESTIMATED LIABILITY FOR
PRODUCT WARRANTY:
Fiscal Year Ended 1996 $48,076 $52,680
======= =======
Fiscal Year Ended 1995 $41,682 $61,954
======= =======
Fiscal Year Ended 1994 $35,615 $49,354
======= =======
DEDUCTIONS BALANCE AT
-------------------------- END OF
DESCRIPTION AMOUNT PERIOD
- --------------------------------------------
Write-offs
& Adjustments $ 883 $ 2,309
======= =======
Write-offs
& Adjustments $ 436 $ 2,316
======= =======
Write-offs
& Adjustments $ 559 $ 2,422
======= =======
Actual
Warranty
Expenditures $51,505 $49,251
======= =======
Actual
Warranty
Expenditures $55,560 $48,076
======= =======
Actual
Warranty
Expenditures $43,287 $41,682
======= =======
(1) As to column omitted the answer is "none".
-14-
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INDEX OF EXHIBITS
Exhibit
Number
3-a Registrant's Restated Certificate of Incorporation.
3-b Registrant's Bylaws (incorporated herein by reference to the
Registrant's Form 10-K for the year ended October 2, 1992).
10.1 Registrant's Omnibus Stock Plan (incorporated herein by reference to
Registrant's Form 10-Q for the quarter ended March 31, 1995).
10.2 Registrant's 1982 Non-Qualified Stock Option Plan (incorporated
herein by reference to Exhibit 4.6 to the Registration Statement on
Form S-8; File No. 33-33660).
10.3 Registrant's Restricted Stock Plan (incorporated herein by reference
to Exhibit 4 to the Registration Statement on Form S-8; File No.
33-33661).
10.4 Registrant's Management Incentive Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended March 31,
1995).
10.5 Registrant's Supplemental Retirement Plan (incorporated herein by
reference to Registrant's Form 10-Q for the quarter ended June 30,
1995).
10.6 Registrant's form of Indemnity Agreement with Directors and
Executive Officers (incorporated herein by reference to Registrant's
Form 10-K for the year ended October 1, 1993).
10.7 Registrant's form of Change in Control Agreement with Executive
Officers other than the Chief Executive Officer (incorporated
herein by reference to Registrant's Form 10-K for the year ended
October 1, 1993).
10.8 Registrant's Change in Control Agreement with J. Tracy O'Rourke
(incorporated herein by reference to Registrant's Form 10-K for the
year ended October 1, 1993)
10.9 Description of Certain Compensatory Arrangements between
Registrant and Directors (incorporated herein by reference to
Registrant's Form 10-Q for the quarter ended December 31, 1993).
10.10 Description of Certain Compensatory Arrangements between Registrant
and Executive Officers (incorporated herein by reference to
Registrant's Form 10-K for the year ended September 30, 1994).
15
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INDEX OF EXHIBITS
10.11 Description of Certain Relocation Arrangements between Registrant
and Executive Officers (incorporated herein by reference to
Registrant's Form 10-Q for the quarter ended December 30, 1994).
11 Computation of earnings per share.
13 Registrant's 1996 Annual Report to Stockholders (furnished for the
information of the Securities and Exchange Commission only and not
deemed to be filed except for those portions expressly incorporated
by reference herein).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney by directors of the Company authorizing certain
persons to sign this Annual Report on Form 10-K on their behalf.
27 Financial Data Schedule for the fiscal year ended September 27, 1996
(EDGAR filing only).
16