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1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the year ended October 31, 1995 Commission file number 0-13880
ENGINEERED SUPPORT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-1313242
(State of Incorporation) (IRS Employer Identification No.)
1270 North Price Road, St. Louis, Missouri 63132
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (314) 993-5880
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Name of each exchange on
Title of each class which registered
------------------- ----------------------------
Common stock, $.01 par value Over the counter
National Market System
National Association of
Security Dealers
No securities are registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
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
---- ----
Based on the closing price of January 12, 1996, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was
approximately $11,327,000.
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at January 12, 1996 was 2,986,126.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II incorporate by reference portions of the Engineered Support
Systems, Inc. Annual Report to Shareholders (the Annual Report) for the
year ended October 31, 1995. Part III incorporates by reference portions of
the Engineered Support Systems, Inc. Proxy Statement for the Annual
Shareholders Meeting to be held on March 6, 1996 (the Definitive Proxy
Statement) to be filed within 120 days after the close of the year ended
October 31, 1995.
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PART I
Item 1. BUSINESS
- ----------------
Engineered Support Systems, Inc. (Company) is a holding company for two
wholly-owned subsidiaries: Engineered Air Systems, Inc. (Engineered Air)
and Engineered Specialty Plastics, Inc. (ESP).
Engineered Air is a military ground support equipment contractor which
specializes in designing, marketing and manufacturing nuclear, biological
and chemical defense systems; air conditioning and heating systems; water
and petroleum distribution systems; and other ground support equipment.
This equipment is designed to be used in any location where U.S. forces may
be deployed. It is designed for rapid deployment and multi-purpose use in
remote locations. Substantially all of Engineered Air's revenues have come
from the sale of equipment to the Department of Defense (DOD) and defense
contractors. ESP is a manufacturer of injection molded plastic products
used primarily in consumer goods such as television cabinets, computer
terminals, communication and word processing equipment, automotive
components, lawn and garden equipment, medical devices and containers for
the food processing industry. ESP also produces Lifetime Faucets, a
proprietary line of nonmetallic faucets.
Engineered Air was incorporated under the laws of the State of Missouri on
December 24, 1981, and acquired the assets of the Defense Systems Division
of Allis-Chalmers Corporation on March 30, 1982. The Company was
incorporated under the laws of the State of Missouri in December 1983, and
exchanged all of its outstanding common stock for two-thirds of the common
stock of Engineered Air held by the Company'S founders. The Company
purchased the remaining one-third of the common stock of Engineered Air in
January 1984, effective as of November 1, 1983. The Company became a
publicly-owned corporation on August 21, 1985. On March 9, 1993, the
Company purchased all of the outstanding stock of Associated Products, Inc.
(subsequently changed to Engineered Specialty Plastics, Inc.) from an
investor group.
Marketing
- ---------
Engineered Air's marketing activities focus on determining the current and
future needs of the U.S. military for ground support equipment and systems.
To identify those needs, the Company gathers information from primary
sources such as the DOD budget and its supporting documents, and military
requirement documents such as the Air Force's Statement of Need, the Navy's
Operational Requirements and the Army's Required Operational Capability.
The Company believes its ability to identify and respond quickly to
changing military needs enhances Engineered Air's ability to obtain new
contracts. The Company believes its defense operations are to some extent
insulated from the effect of reductions or elimination of specific military
programs because of the relative stability of the demand for military
ground support equipment and Engineered Air's ability to provide a wide
variety of products to that market. This is especially true with the recent
trend of the Government away from nuclear threats and toward support for
our conventional forces, with an emphasis on mobility and rapid deployment
as evidenced by U.S. participation in the Bosnian conflict.
3
ESP's principal customers are large, well-established producers of consumer
products. (For the year ended October 31, 1995, 45% of ESP sales were to
one customer). Sales of custom molded plastic products are both direct and
through sales representatives. Customers typically submit sample parts and
drawings to ESP for quotations. An accepted quote sheet is formalized and
becomes the contract. Contracts can be canceled on 30 days notice.
A significant portion of ESP sales are within the television industry,
which remains strong. In recognition of a trend toward larger sets, a
significant capital investment has been made in equipment capable of
producing larger television cabinets. The Company also anticipates that
sales for ESP will continue to be strong within the office equipment
market. Custom molded parts for computer terminals, communication and word
processing equipment represent a significant portion of sales volume.
However, ESP is capable of producing a wide variety of custom molded
products including automotive parts, medical apparatus, electronic
switching equipment, electrical appliances, and most small electronic
devices. Sales of its proprietary line of kitchen and lavatory faucets are
primarily through sales representatives, and focus on service and price.
Engineering
- -----------
Engineered Air has approximately 16 persons engaged in activities for the
development of new products and the improvement of existing products.
Essentially all of Engineered Air's development activities are conducted
pursuant to U.S. Government contracts in response to designated performance
specifications. The Company's own expenditures on research and development
were insignificant during the three-year period ended October 31, 1995.
Engineering capabilities include expertise in thermodynamics, air flow and
liquid pumping, stress analysis, liquid fuel combustion, dynamic and
climatic environmental engineering, biological and chemical
decontamination, non-pyrotechnic smoke generation, and filtration of
nuclear, biological and chemical contamination.
The design phase of Engineered Air's product development activities is
enhanced by use of a computer-aided design and manufacturing system. This
system is used by engineers and draftsmen to design complex products and
component parts in three-dimensional views, and minimizes the need for
time-consuming manual methods of prototype development. Engineered Air's
engineering staff and CAD/CAM system provide it with the ability to adapt
its production process to new product needs on a timely basis.
Engineered Air maintains extensive laboratory facilities used for
supporting engineering development and production operations. These include
test facilities for measurement of product performance from -65 degrees to
+140 degrees and a completely equipped prototype shop. Engineered Air also
has the capability to provide complete technical data support for the
products it manufactures. This includes integrated logistics support,
provisioning and preparation of technical manuals.
4
Manufacturing and Procurement
- -----------------------------
Engineered Air manufactures certain components for its products and systems
including fabricated metal cabinets, control panels and frames. However, a
significant portion of parts and materials for the products manufactured
by Engineered Air are purchased from third party suppliers. Engineered Air
believes that the materials and services it requires are readily available
through competitive sources and that it is not dependent upon any one
particular subcontractor or vendor. Engineered Air is qualified by the U.S.
Government to the military quality control specification MIL-I-45208, which
applies to all contracts currently in progress.
EPS's principal competitive advantage lies in the fact that it is
vertically integrated, with the manufacturing facilities to both mold and
finish plastic to high quality specifications. ESP operates 30 injection
molding machines ranging in size from 45 to 1,500 tons of clamp pressure.
Material handling capacity is achieved through five silos with a combined
capacity exceeding 200,000 pounds, a central vacuum loading system, blend
mixers, and a computer-integrated MRP system. Finishing equipment is "state
of the art" and includes a 650 foot paint conveyor, 20 paint spray booths,
drying ovens, hot stamp machines, pad printing machines, silk screen
machines, a 150 foot motorized assembly line and sonic welders.
ESP also manufactures and distributes Lifetime Faucets, a proprietary line
of plastic lavatory and kitchen faucets. ESP subcontracts the assembly and
packaging of these faucets to an outside vendor. Assembly supervision, as
well as molding requirements, are maintained by ESP.
Products
- --------
Products are manufactured by the Company within two industry segments:
military ground support equipment produced by Engineered Air and custom
molded plastic products produced by ESP. Pages 3 and 14 of the 1995 Annual
Report to shareholders are incorporated herein by reference.
The Company has manufactured over 40 distinct products for the U.S.
Government during the past five years. The fluctuations in revenues by
product from period to period result primarily from changes in DOD
requirements. As a result, period to period comparisons of revenues by
product may not be meaningful.
Government Contracting
- ----------------------
The Company's government contracts are obtained through the DOD procurement
process as governed by the Federal Acquisition Regulations and related
agency supplements, and are typically fixed-priced contracts. This means
that the price is agreed upon before the contract is awarded and the
Company assumes complete responsibility for any difference between
estimated and actual costs. Other important considerations in government
contracting are discussed herein.
Under the Truth in Negotiations Act of 1962 (the Act), the U.S. Government
has the right for three years after final payment on certain negotiated
contracts, subcontracts and modifications thereto, to determine whether the
Company furnished the U.S. Government with complete, accurate and current
cost or pricing data as defined by the Act. In the event the Company fails
5
to satisfy this requirement, the U.S. Government has the right to adjust a
contract or subcontract price by the amount of any overstatement as defined
by the Act.
U.S. Government contracts typically contain terms permitting the contract
to be terminated at the convenience of the U.S. Government. In the event of
such termination, the Company is entitled to reimbursement for certain
expenditures and overhead as provided for in applicable U.S. Government
procurement regulations. Generally, this results in the contractor being
reasonably compensated for work actually done, but not for anticipated
profits. The U.S. Government may also terminate contracts for cause if the
Company fails to perform in strict accordance with contract terms.
The Company has never had a contract terminated by the U.S. Government for
failure to perform in accordance with contract terms. If the U.S.
Government would terminate any significant contracts with the Company for
cause, such condition could have an adverse effect on the Company's
revenues and business.
Similarly, U.S. Government contracts typically permit the U.S. Government
to change, alter or modify the contract at its discretion. In the event the
U.S. Government exercises this right, the Company is entitled to
reimbursement of all allowable and allocable costs incurred in making the
change plus a reasonable profit.
The U.S. Government typically finances a substantial portion of the
Company's contract costs through progress payments. The Company currently
receives progress payments in accordance with DOD contract terms for "small
business" concerns. These terms provide for progress payments at a
specified rate applied on the basis of costs incurred while progress
payments for concerns other than small businesses provide for payment based
on costs actually paid and at a 5% to 10% lower rate. Since completion of
the ESP acquisition, the Company has maintained total employment of less
than 500 people and therefore continues to qualify as a small business for
government contracting purposes.
Patents
- -------
Engineered Air has approximately 40 patents with expiration dates extending
through February 2002. From time to time, Engineered Air develops
proprietary information and trade secrets regarding the design and
manufacture of various military products.
ESP has developed a patent for a reversible faucet cartridge. The benefit
of the reversing feature is that by turning the cartridge one-half
revolution the user achieves the same result as though he had replaced a
washer to stop a leaking faucet. This patent expires in October 2002.
The Company considers it's proprietary information and patents to be
valuable assets. However, the Company's business is not materially
dependent on patent protection.
6
Competition
- -----------
Substantially all of Engineered Air's revenues have come from direct and
indirect contracts with the U.S. Government. There is significant
competition for obtaining U.S. Government contracts. In order to obtain
U.S. Government contracts, Engineered Air must comply with detailed and
complex procurement procedures adopted by the U.S. Government pursuant to
regulations promulgated by appropriate government agencies, including the
DOD. The regulations and procurement procedures are adopted to promote
competitive bidding. Engineered Air's competition varies for each of the
classifications of military equipment systems that it manufactures.
ESP's competitive market is regional due to the significant relative impact
of freight costs. However, the Company believes that ESP has more capacity
and flexibility than its primary competitors in the Mid-South region. Its
ability to both mold and finish plastic to high quality specifications
represents a significant advantage.
There are various domestic manufacturers of plastic faucets and several
importers with which ESP's Lifetime Faucets line competes. The Company
believes that its ability to produce a quality, low-cost line of faucets
represents a significant and profitable market niche. To further
distinguish this line, ESP produces its faucets in a variety of colors.
Defense Backlog
- ---------------
The following table summarizes funded defense backlog information (in
millions) as of October 31 for the indicated years:
1995 $90.4
1994 77.9
1993 52.8
1992 38.4
1991 40.7
The backlog is exclusive of any options to order the Company's products
under existing contracts. The Company's contracts contain customary
provisions permitting termination at the convenience of the U.S.
Government. See "Government Contracting."
Employees
- ---------
At December 31, 1995, the Company employed 447 persons. Of the 284
employees at Engineered Air, 247 were engaged in manufacturing activities,
16 in engineering activities, and 21 in office administration and
management functions. Approximately 136 of Engineered Air's employees are
covered by a collective bargaining agreement with Lodge 1012 of the
International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths,
Forgers, and Helpers, A.F.L.-C.I.O. Effective November 1, 1995, Engineered
Air entered into an agreement with the bargaining unit, which expires
October 31, 1998.
Of the 163 employees at ESP, 134 are engaged in manufacturing activities
and 29 in sales, office administration and management functions.
The Company considers its employee relations to be satisfactory.
7
Item 2. PROPERTIES
- ------------------
The Company owns two facilities in the metropolitan St. Louis area
consisting of approximately 320,000 square feet. Engineered Air's main
manufacturing facility and the Company's corporate headquarters are located
in a Company-owned building in St. Louis County, Missouri consisting of
approximately 170,000 square feet on 11 acres.
The Company owns one facility adjacent thereto consisting of a 150,000
square foot building on approximately 6 acres. In 1992, the Company
completed consolidation of all operations previously performed at this
location into its main facility. The vacated facility is currently being
leased to an unrelated third party and is for sale.
The Company's St. Louis properties are subject to Deeds of Trust in favor
of its lender under a consolidated credit agreement.
Engineered Air leases a building consisting of approximately 40,000 square
feet on 3 acres in New Haven, Missouri. This facility is used for
manufacturing and assembly. Engineered Air also leases warehouse space of
6,000 square feet in New Haven, Missouri and 11,000 square feet in St.
Louis City, Missouri.
ESP owns a manufacturing facility in Hot Springs, Arkansas. The
Company-owned building consists of approximately 100,000 square feet on 4.5
acres.
The Company also leases additional storage space under various short-term
leases. The Company believes that its current facilities are sufficient for
the conduct of its current level of operations.
Item 3. LEGAL PROCEEDINGS
- -------------------------
In the opinion of management, there are no legal proceedings or threatened
legal proceedings which would have a material adverse effect on the
Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
- -------------------------------------------------------
There were no matters submitted to a vote of shareholders during the fourth
quarter of the year ended October 31, 1995.
8
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
- ------------------------------------------------------------------------
Information concerning the principal market on which the Company's common
stock is traded and the high and low sales prices for such stock during
1995 is shown in Supplemental Information on page 16 of the 1995 Annual
Report, incorporated herein by reference. During the year, the Company
initiated a semi-annual dividend program beginning with a dividend of $.01
per share payable July 31, 1995 to shareholders of record as of June 30,
1995. This is the Company's first dividend since its initial public
offering in 1985.
Item 6. SELECTED FINANCIAL DATA
- -------------------------------
Financial data required under this section is shown in the Summary of
Selected Financial Data on page 2 of the 1995 Annual Report, 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, shown on pages 4 through 5 of the 1995 Annual Report, is
incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
The following consolidated financial statements of Engineered Support
Systems, Inc. included in the Annual Report for the year ended October 31,
1995 at the pages indicated, are incorporated herein by reference:
Consolidated Balance Sheets, October 31, 1995 and 1994, page 6.
Consolidated Statements of Income, years ended October 31, 1995, 1994 and
1993, page 7.
Consolidated Statements of Shareholders' Equity, years ended October 31,
1995, 1994 and 1993, page 7.
Consolidated Statements of Cash Flows, years ended October 31, 1995,
1994, and 1993, page 8.
Notes to Consolidated Financial Statements, pages 9 through 14.
The quarterly financial information included in Supplementary Information
on page 16 of the 1995 Annual Report is incorporated herein by reference.
All other schedules are omitted because they are not applicable or the
required information is included in the consolidated financial statements
or the notes thereto.
9
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
- -------------------------------------------------------------------------
None
10
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
The executive officers and directors of the Company and Engineered Air as
of January 12, 1996 are as follows:
Name Age Position
- ---------------------------- ----- ------------------------------
Michael F. Shanahan Sr. (1) 56 Chairman, President, Chief
Executive Officer and
Director (Company)
John J. Wichlenski (1) 52 Director (Company) and
President and Chief Executive
Officer (Engineered Air)
W. Raymond Barrett (1)(2) 63 Director (Company)
Alexander M. Cornwell Jr. (3) 69 Director (Company)
Thomas J. Guilfoil (3) 77 Director (Company)
LTG Kenneth E. Lewi (2) 65 Director (Company)
John J. Quinn (3) 58 Director (Company)
Michael F. Shanahan Jr. (1)(3) 29 Director (Company)
Earl W. Wims, Ph.D. (2) 56 Director (Company)
Harvey W. Bright 53 President and Chief Executive
Officer (ESP)
Ronald W. Davis 49 Vice President-Marketing
(Engineered Air)
Gary C. Gerhardt 50 Executive Vice President and
Chief Financial Officer
(Company, Engineered Air
and ESP)
Dan D. Jura 43 Vice President-Sales
(Engineered Air)
E. Allen Springer Jr. 50 Vice President-Engineering
(Engineered Air)
- ------------------------------------------
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
11
The officers serve at the discretion of the Board of Directors, subject to
the terms and conditions of their employment agreements.
Executive Officers
- ------------------
Michael F. Shanahan Sr. has been a director of the Company since its
formation. Mr. Shanahan was named the Chief Executive Officer of the
Company in 1985 and was named Chairman of the Company and of Engineered Air
in 1987.
John J. Wichlenski has been President and Chief Executive Officer of
Engineered Air since July 1992 and prior thereto served as Chief Operating
Officer since 1991. He served as Executive Vice President from March 1990
to July 1992. Prior thereto, he served as Group Vice President-Operations
since 1988. Mr. Wichlenski joined Engineered Air as Vice
President-Engineering in August 1986.
Gary C. Gerhardt was named Executive Vice President of the Company,
Engineered Air and ESP in December 1994. He has been Chief Financial
Officer of the Company, Engineered Air and ESP, since October 1993. Prior
thereto, he was Vice President-Contract Administration of Engineered Air
since 1985. Mr. Gerhardt joined Engineered Air in 1982 as Manager of
Contract Administration.
Harvey W. Bright has been President and Chief Executive Officer of ESP
since December 1994. He previously served as Vice President-Manufacturing
of ESP. Prior thereto, he served as Plant Manager of the Zenith Electronics
plant in Springfield, Missouri for 15 years.
Dan D. Jura has been Vice President-Sales since November 1993. Mr. Jura
joined Engineered Air in 1984 as Marketing Manager.
All of the remaining executive officers have been employed by the Company
in the positions indicated or comparable positions for the past five years.
Non-Employee Directors
- ----------------------
W. Raymond Barrett has been a director of the Company since June 1985. Mr.
Barrett is the brother-in-law of Mr. Shanahan and has been the President
and principal shareholder of Bio-Medical Systems, Inc. since January 1975.
Alexander M. Cornwell, Jr. has been a director of the Company since March
1993. He is a licensed professional engineer. Mr. Cornwell was the Chairman
and Chief Executive Officer of Street Industries, Inc. of St. Louis from
1985 through 1988. Mr. Cornwell has provided consulting services to the
Company since 1988.
Thomas J. Guilfoil has been a director of the Company since March 1993. He
is the senior and founding partner of the St. Louis law firm of Guilfoil,
Petzall & Shoemake. His legal career began in St. Louis in 1941.
LTG Kenneth E. Lewi (U.S. Army, Retired) has been a director of the Company
since July 1990. He retired from the U.S. Army in August 1989 after more
than 34 years of service in various command and staff positions. His career
12
in the U.S. Army centered primarily on providing logistical support to U.S.
armed forces.
John J. Quinn has been a director of the Company since May 1993. He has
served as President of the St. Louis Blues Hockey Club since 1983.
Michael F. Shanahan Jr. has been a director of the Company since December
1994. He has been a Producer for Lockton Companies, an insurance concern,
since October 1994. Prior thereto he served as Assistant to the Chairman of
the Board of the Company since May 1991. He joined Engineered Air in
January 1990 as Marketing Representative.
Earl W. Wims, Ph.D. has been a director of the Company since December 1991.
He has been Chairman of Marketing Horizons, a marketing research and
consulting firm, since 1986.
Item 11. EXECUTIVE COMPENSATION
- -------------------------------
Information concerning executive compensation is shown in the Company's
Definitive Proxy Statement (to be filed within 120 days after the close of
the fiscal year ended October 31, 1995) incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
Information relating to the ownership of the Company's securities by
certain beneficial owners and management is shown in the Definitive Proxy
Statement (to be filed within 120 days after the close of the year ended
October 31, 1995) incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
Information on certain relationships, related transactions and affiliation
of directors is shown in the Definitive Proxy Statement (to be filed within
120 days after the close of the year ended October 31, 1995) incorporated
herein by reference.
13
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) (1) and (2) Index of Financial Statements and Financial Statement
Schedules
The following consolidated financial statements of Engineered Support
Systems, Inc., included in the 1995 Annual Report of the registrant to its
shareholders, are incorporated by reference in Item 8:
Report of Independent Accountants
Consolidated Balance Sheets-October 31, 1995 and 1994
Consolidated Statements of Income-years ended October 31, 1995, 1994 and
1993
Consolidated Statements of Shareholders' Equity-years ended October 31,
1995, 1994 and 1993
Consolidated Statements of Cash Flows-years ended October 31, 1995, 1994
and 1993
Notes to Consolidated Financial Statements-October 31, 1995
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.
3. Lists of Exhibits (listed by numbers corresponding to exhibit table
of Item 601 in regulation S-K)
3.1 Articles of Incorporation of Engineered Support Systems, Inc. (1)
3.2 Amendment of Articles of Incorporation (2)
3.3 Amended and Restated By-Laws of Engineered Support Systems, Inc.
(2)
4.1 Credit Agreement dated August 19, 1993 by and between The Boatmen's
National Bank of St. Louis and Engineered Support Systems, Inc. (8)
4.2 Engineered Air Systems, Inc. 1987 Stock Equity Plan (4)
4.3 Engineered Air Systems, Inc. 1990 Stock Equity Plan (5)
4.4 Engineered Air Systems, Inc. 1991 Stock Equity Plan (11)
4.5 Engineered Support Systems, Inc. 1992 Stock Option Plan for
Nonemployee Directors (12)
4.6 Engineered Support Systems, Inc. 1993 Stock Option Plan (13)
4.7 Engineered Air Systems, Inc. Employee Stock Ownership Plan (6)
14
4.8 Trust Agreement for the Engineered Air Systems, Inc. Employee Stock
Ownership Trust (6)
10.1 Employment Agreement with Michael F. Shanahan Sr. (3)
10.2 Form of Indemnification Agreement with Directors (2)
10.3 Lease Agreement dated February 15, 1992 by and between Engineered
Air Systems, Inc. and Hermann Marketing, Inc. (7)
10.4 Covenants Not to Compete dated March 8, 1993 by and between Parker
Boys, Inc. and KWH Holdings, as covenantors, and Engineered Support
Systems, Inc. (8)
10.5 Form of Employment Agreement with Presidents and Vice Presidents of
Engineered Air and ESP. (14)
10.6 Engineered Support Systems, Inc. Amended and Restated Executive
Incentive Plan. (14)
10.7 Agreement dated November 18, 1994 by and between Department of the
Air Force and Engineered Air Systems, Inc. (14)
10.8 Agreement dated June 3, 1994 by and between Department of the Air
Force and Engineered Air Systems, Inc. (14)
10.9 Agreement dated March 17, 1994 by and between Department of the Air
Force and Engineered Air Systems, Inc. (9)
10.10 Agreement dated December 8, 1993 by and between Department of the
Air Force and Engineered Air Systems, Inc. (9)
10.11 Agreement dated May 11, 1994 by and between the Department of the
Army and Engineered Air Systems, Inc. (10)
11 Statement Re: Computation of Net Income Per Share.
13 Engineered Support Systems, Inc. Annual Report for the year ended
October 31, 1995 (the Annual Report). Except for the portions
incorporated herein by reference as evidenced in the Form 10-K, the
Annual Report is furnished for the information of the Securities
and Exchange Commission and is not deemed filed as part of this
10-K.
22 Subsidiary of Registrant (1)
24 Consent of Price Waterhouse LLP, Independent Accountants
25 Statement Re: Summary Financial Information
15
(1) This information is incorporated herein by reference from Form S-1
Registration Statement filed on July 10, 1985, registration Number
2-98909, as amended on August 13, 1985 and August 21, 1985.
(2) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 30, 1989.
(3) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 29, 1990.
(4) This information is incorporated herein by reference from Form S-8
registration statement, effective October 3, 1990, registration
Number 33-36817.
(5) This information is incorporated herein by reference from Form S-8
registration statement, effective October 3, 1990, registration
Number 33-36818.
(6) This information is incorporated herein by reference from Form S-8
registration statement, effective June 11, 1987, registration Number
33-14504.
(7) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 29, 1993.
(8) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 31, 1994.
(9) This information is incorporated herein by reference from Form 10-Q
Quarterly Report filed on March 17, 1994.
(10) This information is incorporated herein by reference from Form 10-Q
Quarterly Report filed on June 14, 1994.
(11) This information is incorporated herein by reference from Form S-8
registration statement, effective April 5, 1994, registration number
33-77338.
(12) This information is incorporated herein by reference from Form S-8
registration statement, effective April 5, 1994, registration number
33-77340.
(13) This information is incorporated herein by reference from Form S-8
registration statement, effective April 5, 1994, registration number
33-77342.
(14) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 27, 1995.
(b) There were no reports filed on Form 8-K during the fourth quarter of
1995.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate
section of this Report.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a separate
section of this Report.
16
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
ENGINEERED SUPPORT SYSTEMS, INC.
Dated: January 29, 1996 By: /s/ Gary C. Gerhardt
----------------------- ---------------------------
Gary C. Gerhardt
Executive Vice President and
Chief Financial 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 the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael F. Shanahan Sr. January 29, 1996
- --------------------------- Chairman of the ----------------
Michael F. Shanahan Sr. Board of Directors,
President and Chief
Executive Officer
/s/ Gary C. Gerhardt January 29, 1996
- ----------------------- Executive Vice President ----------------
Gary C. Gerhardt and Chief Financial Officer
17
SIGNATURES
----------
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.
Directors
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/s/ MICHAEL F. SHANAHAN SR. Jan. 29, 1996
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MICHAEL F. SHANAHAN SR. Date
/s/ W. RAYMOND BARRETT Jan. 29, 1996
- -------------------------- -------------
W. RAYMOND BARRETT Date
/s/ THOMAS J. GUILFOIL Jan. 29, 1996
- -------------------------- -------------
THOMAS J. GUILFOIL Date
/s/ JOHN J. QUINN Jan. 29, 1996
- -------------------------- -------------
JOHN J. QUINN Date
/s/ EARL W. WIMS Jan. 29, 1996
- -------------------------- -------------
EARL W. WIMS Date
/s/ JOHN J. WICHLENSKI Jan. 29, 1996
- -------------------------- -------------
JOHN J. WICHLENSKI Date
/s/ ALEXANDER M. CORNWELL Jan. 29, 1996
- -------------------------- -------------
ALEXANDER M. CORNWELL Date
/s/ KENNETH E. LEWI Jan. 29, 1996
- -------------------------- -------------
KENNETH E. LEWI Date
/s/ MICHAEL F. SHANAHAN JR. Jan. 29, 1996
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MICHAEL F. SHANAHAN JR. Date
18
ENGINEERED SUPPORT SYSTEMS, INC.
EXHIBIT INDEX
Page No.
11. Statement Re: Computation of Net Income Per Share.
13. Engineered Support Systems, Inc., Annual Report for year
ended October 31, 1995 (the Annual Report). Except for the
portions incorporated herein by reference as evidenced in
the Form 10-K, the Annual Report is furnished for the
information of the Securities and Exchange Commission and
is not deemed filed as part of this Form 10-K.
24. Consent of Price Waterhouse LLP, Independent Accountants.
25. Statement Re: Summary Financial Information.