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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, 1997 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 officer) (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 requirement for the past 90 days. Yes X No
-------- --------
Based on the closing price on January 19, 1998, the aggregate market
value of the voting stock held by non-affiliates of the Registrant was
approximately $32,610,000.
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at January 19, 1998 was 3,166,715.
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, 1997. Part III incorporates by reference portions
of the Engineered Support Systems, Inc. Proxy Statement for the Annual
Shareholders Meeting to be held on March 10, 1998 (the Definitive Proxy
Statement) to be filed within 120 days after the close of the year ended
October 31, 1997.
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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 housewares, computer terminals,
containers for the food processing industry, communication and word
processing equipment, automotive components, medical devices and storage
containers. 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 defending against nuclear threats and toward support
for our conventional forces, with an emphasis on mobility and rapid
deployment.
ESP's principal customers are large, well-established producers of
consumer products. (For the year ended October 31, 1997, 39% 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 of storage containers. ESP
anticipates that container sales will remain strong as it is in geographic
proximity to several large purchasers of these products, including companies
within the housewares and poultry industries. 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 sale volume.
However, ESP is capable of producing a wide variety of custom molded products
including automotive parts, medical apparatus, electronic switching
equipment, electrical
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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 30 persons engaged in activities for
the design and 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,
1997.
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 view, 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.
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 specifications
MIL-I-45208 and MIL-Q-9858, which apply to all contracts currently in
progress.
ESP'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 31 injection
molding machines ranging in size from 45 to 2,200 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, 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.
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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, 13 and 14 of the 1997 Annual
Report 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 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 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.
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PATENTS
- -------
Engineered Air has various 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 its proprietary information and patents to be
valuable assets. However, the Company's business is not materially dependent
on patent protection.
COMPETITION
- -----------
Substantially all of Engineered Air's revenues have come from direct
and indirect contracts with the U.S. government. There is significant
competition in 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:
1997 $44.1
1996 90.7
1995 90.4
1994 77.9
1993 52.8
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."
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EMPLOYEES
- ---------
At December 31, 1997, the Company employed 295 persons. Of the 164
employees at Engineered Air, 109 were engaged in manufacturing activities, 30
in engineering activities, and 25 in office administration and management
functions. Approximately 66 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, AFL-CIO. Effective November 1, 1995, Engineered Air entered into an
agreement with the bargaining unit, which expires October 31, 1998.
Of the 135 employees at ESP, 107 are engaged in manufacturing
activities and 28 in sales, office administration and management functions.
The Company considers its employee relations to be satisfactory.
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.
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 approximately 14,000
square feet in St. Louis County, Missouri. This facility is also used for
manufacturing and assembly.
ESP owns a manufacturing facility in Hot Springs, Arkansas. The
Company-owned building consists of approximately 110,000 square feet on 4.5
acres.
The Company's properties are subject to Deeds of Trust in favor of its
lender under a consolidated credit agreement. 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, 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK 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 1997 is shown in Supplemental Information on page 16 of the 1997
Annual Report, incorporated herein by reference. During 1995, the Company
initiated a semi-annual dividend program. The most recently declared
dividend was in the amount of $.0135 per share payable January 30, 1998 to
shareholders of record as of December 31, 1997.
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 1997 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 1997 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,
1997 at the pages indicated, are incorporated herein by reference:
Consolidated Balance Sheets, October 31, 1997 and 1996, page 6.
Consolidated Statements of Income, years ended October 31, 1997, 1996
and 1995, page 7.
Consolidated Statements of Shareholders' Equity, years ended October
31, 1997, 1996 and 1995, page 7.
Consolidated Statements of Cash Flows, years ended October 31, 1997,
1996 and 1995, page 8.
Notes to Consolidated Financial Statements, page 9 through 14.
The quarterly financial information included in Supplementary Information on
page 16 of the 1997 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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------- ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURES
------------------------------------
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
The executive officers and directors of the Company, Engineered Air and
ESP as of January 19, 1998 are as follows:
Name Age Position
---- --- --------
Michael F. Shanahan Sr. 58 Chairman, President, Chief
Executive Officer and Director
(Company)
John J. Wichlenski 54 Director (Company) and President
and Chief Executive Officer
(Engineered Air)
Raymond Barrett 65 Director (Company)
Alexander M. Cornwell Jr. 71 Director (Company)
Thomas J. Guilfoil 78 Director (Company)
LTG Kenneth E. Lewi 67 Director (Company)
Michael F. Shanahan Jr. 31 Director (Company)
Earl E. Walker 77 Director (Company)
Earl W. Wims 58 Director (Company)
John E. Capeless 52 Vice President and
General Manager (ESP)
Ronald W. Davis 51 Vice President-Marketing
(Engineered Air)
Michael W. Donnelly 42 Vice President-Manufacturing
(Engineered Air)
Gary C. Gerhardt 52 Executive Vice President and
Chief Financial Officer
(Company, Engineered Air and
ESP)
Dan D. Jura 45 Vice President-Sales
(Engineered Air)
Terrence E. Lyles 47 Vice President-Purchasing
(Engineered Air)
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E. Allen Springer Jr. 52 Vice President-Engineering
(Engineered Air)
David P. Walsh 55 Vice President-Quality Assurance
(Engineered Air)
Member of Executive Committee
Member of Audit Committee
Member of Compensation Committee
EXECUTIVE OFFICERS
- ------------------
The officers serve at the discretion of the Board of Directors, subject
to the terms and conditions of their employment agreements.
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. He was named Chairman of the Company and of Engineered Air in 1987,
and was named Chairman of ESP upon its acquisition in 1993.
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. 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.
John E. Capeless has been Vice President and General Manager of ESP
since April 1996. Prior thereto, he was Vice President of Operations for
Atlantis Plastics, Inc. from 1994. He served as Director of Manufacturing
for Frem Corporation from 1989 to 1994.
Michael W. Donnelly has been Vice President-Manufacturing of Engineered
Air since March 1996. He served as Director of Manufacturing from May 1994
to March 1996. Prior thereto, he was Manager of Industrial Engineering since
1989. Mr. Donnelly joined Engineered Air in 1981.
Dan D. Jura has been Vice President-Sales since November 1993. Mr.
Jura joined Engineered Air in 1984 as Marketing Manager.
Terrence E. Lyles has been Vice President-Purchasing of Engineered Air
since August 1997. Prior thereto, he was Director of Purchasing from March
1990. Mr. Lyles joined Engineered Air in 1988.
David P. Walsh has been Vice President-Quality Assurance of Engineered
Air since August 1997. Prior thereto, he was Director of Quality Assurance
from January 1989. Mr. Walsh joined Engineered Air in 1985.
All of the remaining executive officers have been employed by the
Company in the positions indicated or comparable positions for the past five
years.
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NON-EMPLOYEE DIRECTORS
- ----------------------
W. Raymond Barrett has been a director of the Company since June 1985.
Mr. Barrett has been the President and principal shareholder of Bio-Medical
Systems, Inc. since January 1975. He is the brother-in-law of Mr. Shanahan.
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 in the U.S. Army centered primarily on providing logistical support to
U.S. armed forces.
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 E. Walker has been a director of the Company since March 1996. He
has been the President and principal shareholder of Carr Lane Manufacturing
since founding it in 1952.
Earl W. Wims 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, 1997) 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, 1997) 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, 1997)
incorporated herein by reference.
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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 1997 Annual Report of the registrant to its
shareholders, are incorporated by reference in Item 8:
Report of Independent Accountants
Consolidated Balance Sheets-October 31, 1997 and 1996
Consolidated Statements of Income-years ended October 31, 1997, 1996
and 1995
Consolidated Statements of Shareholders' Equity-years ended October 31,
1997, 1996 and 1995
Consolidated Statement of Cash Flows-years ended October 31, 1997, 1996
and 1995
Notes to Consolidated Financial Statements-October 31, 1997
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.
3.2 Amendment of Articles of Incorporation
3.3 Amended and Restated By-Laws of Engineered Support Systems, Inc.
4.1 Credit Agreement dated August 19, 1993 by and between The Boatmen's
National Bank of St. Louis and Engineered Support Systems, Inc.
4.2 Engineered Air Systems, Inc. 1991 Stock Equity Plan
4.3 Engineered Support Systems, Inc. 1992 Stock Option Plan for Nonemployee
Directors
4.4 Engineered Support Systems, Inc. 1993 Stock Option Plan
4.5 Engineered Support Systems, Inc. 1997 Stock Option Plan for Nonemployee
Directors
4.6 Engineered Air Systems, Inc. Employee Stock Ownership Plan
4.7 Trust Agreement for the Engineered Air Systems, Inc. Employee Stock
Ownership Trust
10.1 Employee Agreement with Michael F. Shanahan Sr.
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10.2 Form of Indemnification Agreement with Directors
10.3 Lease Agreement dated February 15, 1992 by and between Engineered Air
Systems, Inc. and Hermann Marketing, Inc.
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.
10.5 Form of Employment Agreement with Presidents and Vice Presidents of
Engineered Air and ESP
10.6 Engineered Support Systems, Inc. Amended and Restated Executive
Incentive Plan
11 Statement Re: Computation of Net Income Per Share
13 Engineered Support Systems, Inc. Annual Report for the year ended
October 31, 1997 (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
24 Consent of Price Waterhouse LLP, Independent Accountants
27 Statement Re: Summary Financial Informaton
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[FN]
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.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 30, 1989.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 29, 1990.
This information is incorporated herein by reference from Form
S-8 registration statement, effective April 5, 1994 registration
number 33-77338.
This information is incorporated herein by reference from Form
S-8 registration statement, effective April 5, 1994,
registration number 33-77340.
This information is incorporated herein by reference from Form
S-8 registration statement, effective June 11, 1987,
registration number 33-14504.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 29, 1993.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 31, 1994.
This information is incorporated herein by reference from Form
S-8 registration statement, effective April 5, 1994,
registration number 33-77342.
This information is incorporated herein by reference from Form
S-8 registration statement, effective May 23, 1997,
registration number 333-27695.
This information is incorporated herein by reference from Form
10-K Annual Report filed on January 27, 1996.
(b) There were not reports filed on Form 8-K during the fourth quarter of
1997.
(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.
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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 annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
ENGINEERED SUPPORT SYSTEMS, INC.
--------------------------------
Dated: January 19, 1998 By: /s/ Gary C. Gerhardt
---------------------------- ----------------------------------------
Gary C. Gerhardt
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities and 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. Chairman of the Board January 19, 1998
- ---------------------------------- of Directors, President and ----------------
Michael F. Shanahan Sr. Chief Executive Officer
/s/ Gary C. Gerhardt Executive Vice President and January 19, 1998
- ---------------------------------- Chief Financial Officer ----------------
Gary C. Gerhardt
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
DIRECTORS
---------
/s/ Michael F. Shanahan Sr. Jan. 19, 1998 /s/ John J. Wichlenski Jan. 19, 1998
- ------------------------------- ------------- --------------------------- -------------
MICHAEL F. SHANAHAN SR. JOHN J. WICHLENSKI
/s/ W. Raymond Barrett Jan. 19, 1998 /s/ Alexander M. Cornwell Jan. 19, 1998
- ------------------------------- ------------- --------------------------- -------------
W. RAYMOND BARRETT ALEXANDER M. CORNWELL
/s/ Thomas J. Guilfoil Jan. 19, 1998 /s/ Kenneth E. Lewi Jan. 19, 1998
- ------------------------------- ------------- --------------------------- -------------
THOMAS J. GUILFOIL KENNETH E. LEWI
/s/ Michael F. Shanahan Jr. Jan. 19, 1998 /s/ Earl W. Wims Jan. 19, 1998
- ------------------------------- ------------- --------------------------- -------------
MICHAEL F. SHANAHAN JR. EARL W. WIMS
/s/ Earl E. Walker Jan. 19, 1998
- ------------------------------- -------------
EARL E. WALKER
15
16
ENGINEERED SUPPORT SYSTEMS, INC.
EXHIBIT INDEX
Page No.
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11. Statement Re: Computation of Net Income Per Share
13. Engineered Support Systems, Inc. Annual Report for year ended October 31,
1997 (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
27. Statement Re: Summary Financial Information
16