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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 March 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------------ ------------
Commission file number 1-7872
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TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
150 Allen Road 07938
Liberty Corner, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 903-1600
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01
(Title of class)
New York Stock Exchange
(Name of exchange on which registered)
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 that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
As of May 30, 1996, the aggregate market value of voting stock held by
nonaffiliates of the registrant based on the last sales price as reported by the
New York Stock Exchange on such date was $90,166,595.
As of May 30, 1996, the registrant had 5,109,228 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report for the fiscal year ended March 31,
1996, is incorporated by reference into Part I and II hereof.
The registrant's Proxy Statement for the fiscal year ended March 31,
1996 is incorporated by reference into Part III hereof.
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PART I
ITEM 1. BUSINESS.
GENERAL
TransTechnology Corporation develops, manufactures and sells a wide
range of products in two industry segments, as described below. TransTechnology
Corporation was originally organized in 1962 as a California corporation and
reincorporated in Delaware in 1986. Unless the context otherwise requires,
references to the "Company" or the "Registrant" refer to TransTechnology
Corporation (including the California corporation prior to the reincorporation)
and its consolidated subsidiaries. The Company's fiscal year ends on March 31.
Accordingly, all references to years in this report refer to the fiscal year
ended March 31 of the indicated year.
During 1996, the Company continued its program of focusing on core
businesses by acquiring a group of companies that manufacture retaining rings
(the Seeger Group, with locations in Germany, UK, Brazil and New Jersey), and
selling the Company's Electronics division and the domestic and European
portions of the Company's computer graphics service operations. These actions
have positioned the company as a major worldwide supplier of specialty fasteners
to the automotive and industrial markets. The Breeze-Eastern division makes up
the rescue hoist and cargo hook products segment, and is the world's leader in
these systems which are sold primarily to military and civilian agencies.
DISCONTINUED OPERATIONS
The following entities, discontinued in the years indicated, have been
classified as discontinued operations in the Company's financial statements:
Federal Laboratories (tear gas) (1994), the Lundy Technical Center (chaff)
(1995), TransTechnology Electronics (1995), and TransTechnology Systems &
Services (computer maintenance and service) (1995). For a more detailed
description of these transactions, see "Note 2" of the "Notes to Consolidated
Financial Statements" included in the Company's 1996 Annual Report on pages 16
and 17 which is incorporated herein by reference.
SPECIALTY FASTENER PRODUCTS
The Company's specialty fastener products are manufactured by its
Seeger Group of companies ("Seeger-Orbis", "Anderton", and "Seeger Reno"), its
Breeze Industrial Products division ("Breeze Industrial") and its Palnut Company
division ("Palnut", "Industrial Retaining Ring Company" and "Seeger, Inc.").
Seeger, Inc. was acquired as part of the Seeger Group purchase and is now
included in the Palnut Company division. The Seeger Group of companies,
Industrial Retaining Ring Company and Seeger, Inc. design and manufacture highly
engineered retaining rings for both the domestic and international automotive
and industrial markets. Breeze Industrial designs and manufactures a diverse
line of high-quality stainless steel hose clamps including worm drive hose
clamps, T-Bolt and V-Band clamps, and light duty clamps for the appliance and
hardware markets. These clamps are widely used in the heavy-duty vehicle,
industrial, automotive and aircraft industries by both original equipment
manufacturers and replacement suppliers. The Palnut Company manufactures single
and multi-thread metal fasteners for the automotive and industrial products
markets industries. These include lock-nuts used for load carrying in light duty
assemblies or as a supplement to ordinary nuts to assure tightness; the
On-Sert(R) fastener, which is pressed onto hollow plastic
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bosses to increase torque and minimize stripping; push-nuts used as temporary
fasteners that hold preinserted bolts in place for final assembly or in rachet
plates which fasten onto a shaft or stud; self-threaders used in the
installation of automotive trim; U-nuts that provide one-sided screw assembly
and are used to fasten bumpers, fenders and grills to vehicles; and various
single-threaded parts designed for insertion into metal or plastic panels.
Specialty fasteners are marketed through a combination of a direct
sales force, distributors and manufacturing representatives. Such products
contributed 81%, 70% and 64% of the Company's consolidated sales from continuing
operations in 1996, 1995 and 1994, respectively.
Through its MassTech product line, Breeze Industrial also manufactures
tachometers and related items such as speed sensors that are used to measure
rotational shaft speeds and direction, and to indicate revolutions per minute.
These products are sold to heavy-duty original equipment manufacturers and in
the military and high-performance markets.
At March 31, 1996, the Company's Specialty Fastener Products segment
backlog was $31.4 million, compared to $12.7 million at March 31, 1995. The
increase is primarily the result of the acquisition of the Seeger Group of
companies. Substantially all of the March 31, 1996 backlog is scheduled to be
shipped during fiscal 1997.
RESCUE HOIST AND CARGO HOOK PRODUCTS
The Company's Breeze-Eastern division ("Breeze-Eastern") specializes in
the design, development and manufacture of sophisticated lifting and restraining
products, principally helicopter rescue hoists, reeling machines and external
hook systems. In addition, Breeze-Eastern designs, develops and manufactures
winches and hoists for aircraft cargo and weapon-handling systems with
applications ranging from cargo handling on fixed-wing aircraft to positioning
television cameras on blimps, antenna and gear drives. Management believes that
Breeze-Eastern is the industry market share leader in sales of personnel-rescue
hoists and cargo hook equipment. As a pioneer of helicopter hoist technology,
Breeze-Eastern continues to develop sophisticated helicopter hoist systems,
including systems for the current generation of Seahawk, Chinook, Dolphin,
Merlin and Super Stallion helicopters. Breeze-Eastern also supplies equipment
for the United States, Japanese and European Multiple-Launch Rocket Systems
which use two specialized hoists to load and unload rocket pod containers.
Breeze-Eastern's external cargo-lift hook systems are original equipment on most
helicopters manufactured today. These hook systems range from small 1,000-pound
capacity models up to the largest 36,000-pound capacity hooks employed on the
Super Stallion helicopter. Breeze-Eastern also manufactures aircraft and cargo
tie-downs and electronic control boxes and components for helicopter tow boom
assemblies for helicopters employed in Navy minesweeping operations.
Breeze-Eastern sells its products through an internal marketing
representative and several independent sales representatives and distributors.
Breeze-Eastern's product lines contributed 19%, 30% and 36% to the Company's
consolidated sales in 1996, 1995 and 1994, respectively. The declining
percentage is attributable primarily to the acquisitions of fastener businesses
(Palnut, Industrial Retaining Ring and the Seeger Group).
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The Rescue Hoist and Cargo Hook Product segment backlog varies
substantially from time to time due to the size and timing of orders. At March
31, 1996, the backlog of unfilled orders was $30.9 million, compared to $21.8
million at March 31, 1995. The majority of the March 31, 1996 backlog is
anticipated to be shipped during fiscal 1997.
DEFENSE INDUSTRY SALES
Only 8% of the Company's revenues in 1996, as compared to 18% and 23%
in 1995 and 1994, respectively, were derived from sales to the United States
Government, principally the military services of the Department of Defense and
its prime contractors. These contracts typically contain precise performance
specifications and are subject to customary provisions which give the United
States Government the contractual right of termination for convenience. In the
event of termination for convenience, however, the Company is typically
protected by provisions allowing reimbursement for costs incurred as well as
payment of any applicable fees or profits. With overall defense spending down,
it is expected that the defense market for the Company's products will decline
in the future. However, the overall reduction in the Company's dependence on
these products renders it less vulnerable to defense budget cuts.
ENVIRONMENTAL MATTERS
Due primarily to Federal and State legislation which imposes liability,
regardless of fault, upon commercial product manufacturers for environmental
harm caused by chemicals, processes and practices that were commonly and
lawfully used prior to the enactment of such legislation, the Company may be
liable for all or a portion of the environmental clean-up costs at sites
previously owned or leased by the Company (or corporations acquired by the
Company). The Company's contingencies associated with environmental matters are
described in Note 11 of Notes to Consolidated Financial Statements included in
the Company's 1996 Annual Report on page 22 which is incorporated herein by
reference.
COMPETITION
The Company's businesses compete in some markets with entities that are
larger and have substantially greater financial and technical resources than the
Company. Generally, competitive factors include design capabilities, product
performance and delivery and price. The Company's ability to compete
successfully in such markets will depend on its ability to develop and apply
technological innovations and to expand its customer base and product lines. The
Company is successfully doing so both internally and through acquisitions. There
can be no assurance that the Company will continue to compete successfully in
any or all of the businesses discussed above. The failure of the Company to
compete in more than one of these businesses could have a material and adverse
effect on the Company's profitability.
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RAW MATERIALS
The various components and raw materials used by the Company to produce
its products are generally available from more than one source. In those
instances where only a single source for any material is available, most of such
items can generally be redesigned to accommodate materials made by other
suppliers. In some cases, the Company stocks an adequate supply of the single
source materials for use until a new supplier can be approved. No material part
of the Company's business is dependent upon a single supplier or a few suppliers
the loss of which would have a materially adverse effect on the Company's
consolidated financial position.
EMPLOYEES
As of May 26, 1996 the Company employed 1,437 persons. There were 1,240
employees associated with the Specialty Fastener Products segment, 178 with the
Rescue Hoist and Cargo Hook Products segment and 19 with the corporate office.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information relating to each of the Company's segments has
been included in Note 13 of Notes to Consolidated Financial Statements included
in the Company's 1996 Annual Report on pages 22-24 and is incorporated herein by
reference.
FOREIGN OPERATIONS AND EXPORT SALES
The Company's foreign-based facilities during fiscal 1996 consisted of
the Seeger-Orbis facilities located in Germany, the Anderton facility located in
England, and the Seeger Reno facility located in Brazil. The Company acquired
these three businesses on June 30, 1995. Additionally, the Company had
foreign-based facilities during fiscal 1996 that are treated as discontinued
operations as of March 31, 1996. The Company had foreign sales of $45.2 million
in fiscal 1996, representing 29% of the Company's consolidated sales from
continuing operations. The Company had export sales of $16.9 million, $15.4
million and $14.9 million in fiscal 1996, 1995 and 1994, respectively,
representing 11%, 15% and 18% of the Company's consolidated sales from
continuing operations in each of those years, respectively. The risk and
profitability attendant to these sales are generally comparable to similar
products sold in the United States. Sales, profits and identifiable assets
attributable to the Company's foreign and domestic operations, and the
identification of export sales by geographic area, are set forth in Note 13 of
Notes to Consolidated Financial Statements in the Company's 1996 Annual Report
on pages 22-24 and is incorporated herein by reference.
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ITEM 2. PROPERTIES
The following table sets forth certain information concerning the
Company's principal facilities for its continuing operations:
Owned or
Location Use of Premises Leased Sq. Ft
-------- --------------- ------ ------
Liberty Corner, New Jersey Executive Offices Leased 10,000
SPECIALTY FASTENER
PRODUCTS SEGMENT
- ----------------
Saltsburg, Pennsylvania Breeze Industrial offices and Owned 100,000
manufacturing plant
Mountainside, New Jersey Palnut offices and manufacturing Owned 142,000
plant
Irvington, New Jersey Industrial Retaining Ring Owned 37,000
manufacturing plant
Somerset, New Jersey Seeger, Inc. offices Leased 104,000
and manufacturing plant
Konigstein, Germany Seeger Group offices and Owned 149,000
Seeger-Orbis manufacturing
plant
Eichen, Germany Seeger-Orbis manufacturing Owned 51,000
plant
Bingley, England Anderton offices and Owned 124,000
manufacturing plant
Sao Paulo, Brazil Seeger Reno offices and Owned 85,000
manufacturing plant
RESCUE HOIST AND CARGO
HOOK PRODUCTS SEGMENT
- ---------------------
Union, New Jersey Breeze-Eastern offices Owned 188,000
and manufacturing plant
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The Company believes that such facilities are suitable and adequate for
the Company's foreseeable needs and that additional space, if necessary, will be
available. The Company continues to own or lease property that it no longer
needs in its operations. These properties are located in California,
Pennsylvania, New York, Illinois and North Carolina. In some instances, the
properties are leased or subleased and in nearly all instances these properties
are for sale.
ITEM 3. LEGAL PROCEEDINGS
The information required has been included in Note 11 of Notes to
Consolidated Financial Statements included in the Company's 1996 Annual Report
on page 22 and is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock, par value $0.01, is traded on the New York
Stock Exchange under the symbol TT. The following table sets forth the range of
high and low closing sales prices on the New York Stock Exchange for the Common
Stock for the calendar quarters indicated, as reported by the New York Stock
Exchange.
High Low
---- ---
Fiscal 1995
First Quarter $ 16-5/8 $ 12-3/8
Second Quarter 13-5/8 10-3/4
Third Quarter 12-1/2 10-1/2
Fourth Quarter 13-5/8 10
Fiscal 1996
First Quarter $ 13-1/2 $ 10-3/4
Second Quarter 14-7/8 12
Third Quarter 15-1/8 11-7/8
Fourth Quarter 15 12-1/2
Fiscal 1997
First Quarter $ 19-3/4 $ 14-7/8
(through May 30, 1996)
As of May 30, 1996, the number of stockholders of record of the Common
Stock was 2,483. On May 30, 1996 the closing sales price of the Common Stock was
$19.25.
The Company's bank indebtedness permits quarterly dividend payments
which cannot exceed 25% of the Company's cumulative net income in each year. The
Company paid a regular quarterly dividend of $0.06 per share on June 1, 1994,
and an increased dividend of $0.065 per share on September 1 and December 1,
1994, March 1, June 1, September 1 and December 1, 1995 and March 1, 1996.
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ITEM 6. SELECTED FINANCIAL DATA
The information required has been included in the Company's 1996 Annual
Report on page 1 and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required has been included in the Company's 1996 Annual
Report on pages 26-30 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements: The information required has been included in the
Company's 1996 Annual Report on pages 11-25 and is incorporated herein
by reference.
Quarterly Financial Data: The information required has been included in
Note 14 of Notes to Consolidated Financial Statements in the Company's
1996 Annual Report on page 24 and is incorporated herein by reference.
Financial Statement Schedules:
Schedule II --
Consolidated Valuation and Qualifying Accounts for years ended
March 31, 1996, 1995 and 1994.
Schedules required by Article 5 of Regulation S-X, other than
those listed above, are omitted because of the absence of the
conditions under which they are required.
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INDEPENDENT AUDITORS' REPORT
To the Stockholders and the Board of Directors of TransTechnology Corporation:
We have audited the financial statements of TransTechnology Corporation as of
March 31, 1996 and 1995, and for each of the three years in the period ended
March 31, 1996, and have issued our report thereon dated May 28, 1996; such
financial statements and report are included in your 1996 Annual Report and are
incorporated herein by reference. Our audits also included the financial
statement schedule of TransTechnology Corporation, listed in Item 14. This
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
/s/Deloitte & Touche LLP
- ------------------------
Parsippany, New Jersey
May 28, 1996
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TRANSTECHNOLOGY CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 1996, MARCH 31, 1995 AND MARCH 31, 1994
BALANCE AT CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES INCREASES DEDUCTIONS(A) OF PERIOD
- ----------- ------ -------- --------- ------------- ---------
1996
Allowances for
doubtful accounts
and sales returns $103,000 $468,000 $382,000(B) $218,000 $735,000
1995
Allowances for
doubtful accounts
and sales returns $271,000 $ 65,000 $ 23,000(C) $256,000(D) $103,000
1994
Allowances for
doubtful accounts
and sales returns $318,000 $102,000 $ 72,000(C) $221,000 $271,000
(A) Amount represents write-off of uncollectible accounts.
(B) Amount represents balance acquired from Seeger acquisition.
(C) Amount consists primarily of sales adjustments charged to revenue accounts.
(D) Amount includes $97,000 reserves for uncollectible accounts of discontinued
operations reclassed to net assets held for sale.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1996 and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1996 and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1996 and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the Company's
Proxy Statement for the year ended March 31, 1996 and is incorporated herein by
reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report:
1. Financial Statements: The following financial statements have
been included in the Company's 1996 Annual Report on pages
11-25 and are incorporated herein by reference:
Consolidated Balance Sheets at March 31, 1996 and March 31,
1995
Statements of Consolidated Operations for the years ended
March 31, 1996, March 31, 1995 and March 31, 1994
Statements of Consolidated Cash Flows for the years ended
March 31, 1996, March 31, 1995 and March 31, 1994
Statements of Consolidated Stockholders' Equity for the years
ended March 31, 1996, March 31, 1995 and March 31, 1994
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules:
Schedule II - Consolidated Valuation and Qualifying Accounts
for the years ended March 31, 1996, 1995 and 1994
3. Exhibits:
The exhibits listed on the accompanying Index to Exhibits are
filed as part of this report.
(b) Reports on Form 8-K:
In July 1995, a report on Form 8-K was filed to report the
acquisition of substantially all of SKF USA Inc.'s Seeger
Division and all of the outstanding stock of SKF GmbH's
Seeger-Orbis GmbH subsidiary on June 30, 1995.
A report on Form 8-K/A was filed in September 1995 amending
the report on Form 8-K previously filed in July 1995.
A report on Form 8-K/A was filed in November 1995
supplementing the report on Form 8-K previously filed in July
1995 and containing required financial statements.
In November 1995, a report on Form 8-K was filed to report the
sale of substantially all of the assets of the Company's
TransTechnology Electronics Division to ElecSys Incorporated
on August 18, 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: June 17, 1996
TRANSTECHNOLOGY CORPORATION
By: /s/Michael J. Berthelot
-----------------------------
Michael J. Berthelot,
Chairman of the Board and
Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Michael J. Berthelot Chairman of the Board and June 17, 1996
- ---------------------------- and Chief Executive Officer
MICHAEL J. BERTHELOT (Principal Executive Officer)
/s/Patrick K. Bolger President, Chief Operating June 17, 1996
- ---------------------------- Officer and Director
PATRICK K. BOLGER
/s/Chandler J. Moisen Senior Vice President, Treasurer and June 17, 1996
- ---------------------------- Chief Financial Officer
CHANDLER J. MOISEN (Principal Financial and Accounting Officer)
/s/Walter Belleville Director June 18, 1996
- ----------------------------
WALTER BELLEVILLE
/s/Gideon Argov Director June 17, 1996
- ----------------------------
GIDEON ARGOV
/s/Thomas V. Chema Director June 17, 1996
- ----------------------------
THOMAS V. CHEMA
/s/James A. Lawrence Director June 18, 1996
- ----------------------------
JAMES A. LAWRENCE
/s/Michel Glouchevitch Director June 18, 1996
- ----------------------------
MICHEL GLOUCHEVITCH
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INDEX TO EXHIBITS
Page
Sequentially
Numbered
--------
3.1 Certificate of Incorporation of the Company.(1) --
3.2 Bylaws of the Company. --
10.1 1996-1998 Long Term Incentive Plan of the Company. --
10.3 Form of Incentive Stock Option Agreement.(2) --
10.4 Form of Director Stock Option Agreement.(3) --
10.5 Form of Restricted Stock Award Agreement used under the Company's 1996-1998
Long Term Incentive Plan.(4) --
10.6 Indemnification Agreement dated February 11, 1987 between the Company and each of
its officers and directors.(5) --
10.7 Executive Life Insurance Plan.(6) --
10.8 Revolving Credit and Loan Agreement dated as of June 30, 1995 between the Company
and the First National Bank of Boston.(7) --
10.9 First Amendment to the Revolving Credit and Loan Agreement dated as of August 29, 1995
between the Company and the First National Bank of Boston. --
10.10 Second Amendment to the Revolving Credit and Loan Agreement dated as of October 27, 1995
between the Company and the First National Bank of Boston. --
10.11 Third Amendment to the Revolving Credit and Loan Agreement dated as of March 29, 1996
between the Company and the First National Bank of Boston. --
13 The Company's 1996 Annual Report. --
21 List of Subsidiaries of the Company. --
23 Independent Auditors' Consent. --
27 Financial Data Schedule. --
- ----------------------
(1) Incorporated by reference from the Company's Form 8-A Registration Statement
No. 2-85599 dated February 9, 1987. --
(2) Incorporated by reference from the Company's Registration Statement on
Form S-8 No. 33-87800 dated December 22, 1994. --
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1995. --
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Page
Sequentially
Numbered
--------
(4) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year ended March 31, 1994. --
(5) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1987. --
(6) Incorporated by reference from the Company's Annual Report on Form 10-K for
the Fiscal Year ended March 31, 1989. --
(7) Incorporated by reference from the Company's Report on Form 8-K
filed on July 14, 1995. --
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