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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
____
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---- ACT OF 1934
For the fiscal year ended April 30, 1997 or
____
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 0-5286
KEWAUNEE SCIENTIFIC CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-0715562
- -------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2700 West Front Street
Statesville, North Carolina 28677-2927
- -------------------------------- -----------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (704) 873-7202
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $2.50 par value
----------------------------
(Title of Class)
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. [X]
The aggregate market value of 1,816,718 shares of voting stock held by non-
affiliates of the Registrant was approximately $13,398,295 based on the last
reported sale price of the Registrant's Common Stock on July 11, 1997. (Only
shares beneficially owned by directors of the Registrant were excluded as shares
held by affiliates. By including or excluding shares owned by anyone,
Registrant does not admit for any other purpose that any person is or is not an
affiliate of the Registrant.)
As of July 11, 1997, the Registrant had outstanding 2,365,921 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE: Those portions of Kewaunee Scientific
Corporation's annual report to stockholders for the fiscal year ended April 30,
1997, and of the proxy statement for use in connection with Kewaunee Scientific
Corporation's annual meeting of stockholders to be held on August 27, 1997,
described in the cross-reference sheet appearing on pages 2 and 3 of this
report, are incorporated by reference into Parts I, II and III hereof.
Table of Contents and Cross-Reference Sheet
-------------------------------------------
Page or Reference
-----------------
PART I....................................... 4
Item 1. Business....................... 4
Item 2. Properties..................... 6
Item 3. Legal Proceedings.............. 6
Item 4. Submission of Matters to a
Vote of Security Holders....... 6
PART II...................................... 7
Item 5. Market for Registrant's
Common Equity and Related
Stockholder Matters............ Annual Report, p. 19,*
"Range of Market Prices,"
and "Quarterly Financial Data"
Item 6. Selected Financial Data........ Annual Report, pp. 18,*
"Summary of Selected Financial
Data"
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations...... Annual Report, pp. 6-7,*
"Management's Discussion and
Analysis"
Item 8. Financial Statements and
Supplementary Data............. Annual Report, pp. 8-20,*
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure....... 7
- -------------------
* Matters incorporated by reference from Kewaunee Scientific Corporation's
annual report to stockholders for the fiscal year ended April 30, 1997
("Annual Report").
2
Page or Reference
-----------------
PART III..................................... 8
Item 10. Directors and Executive
Officers of the Registrant..... 8 and Proxy Statement, pp. 1-4,*
"Election of Directors"
Item 11. Executive Compensation......... Proxy Statement, p. 5,*
"Executive Compensation," p. 6,*
"Option Grants in Last Fiscal
Year," p. 6,* "Aggregate Option
Exercises in Last Fiscal Year
and Option Values at Fiscal Year-
End," pp. 8-9,* "Compensation
Committee Report on Executive
Compensation," and p. 11,*
"Agreements with Certain
Executives"
Item 12. Security Ownership of
Certain Beneficial Owners
and Management................. Proxy Statement, pp. 12-13,*
"Security Ownership of Directors
and Executive Officers" and
"Security Ownership of Certain
Beneficial Owners"
Item 13. Certain Relationships and
Related Transactions........... Proxy Statement, pp. 1-4,*
"Election of Directors," and p.
11, * "Agreements with Certain
Executives"
PART IV...................................... 10
Item 14. Exhibits, Financial Statement
Schedules, and Reports on
Form 8-K....................... 10
SIGNATURES................................... S-1
- --------------------
* Matters incorporated by reference from the proxy statement of Kewaunee
Scientific Corporation for use in connection with its annual meeting of
stockholders to be held on August 27, 1997 ("Proxy Statement").
3
PART I
Item 1. Business
- ------------------
General
The principal business of the Registrant is the manufacture and sale
of scientific laboratory products, including wood and steel furniture,
fumehoods, worksurfaces, sinks, and other related accessories for use in
chemistry, physics, biology and other general science laboratories. The
Registrant also manufactures and sells technical products, including
workstations, workbenches, steel cabinetry, worksurfaces, and related
accessories for computers and light electronic assembly, testing, and storage.
These products and equipment and related installation accounted for 100 percent
of the Registrant's sales in each of the fiscal years ended April 30, 1997,
1996, and 1995.
The Registrant's laboratory products are sold principally to
industrial and commercial research laboratories, educational institutions,
health-care institutions and governmental entities. Technical products are sold
principally to manufacturing facilities and end-users of computer and LAN
furniture. These products are primarily sold through purchase orders and
contracts submitted by customers, through the Registrant's dealers and
commissioned agents, through a national distributor and through competitive bids
submitted by the Registrant. It is common in the scientific laboratory
furniture industry for customer orders to require delivery at extended future
dates, because the products are frequently to be installed in buildings yet to
be constructed. Changes or delays in building construction may cause further
delayed delivery dates. Since prices are normally quoted on a firm basis in the
industry, the Registrant bears the burden of possible increases in labor and
material costs between receipt of an order and delivery of the product.
The need for working capital and the credit practices of the
Registrant are comparable to those of other companies selling similar products
in similar markets. Payments for products which the Registrant manufactures and
installs are received over longer periods of time and require greater working
capital than for manufacturers of most products. In addition, payment terms of
some building projects allow for a percentage retention amount which extends the
collection period of accounts receivable, thus requiring more working capital.
The principal raw materials and products manufactured by others used
by the Registrant in its products are cold-rolled carbon and stainless steel,
hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and
electrical fittings. Such materials and products are purchased from multiple
suppliers and are readily available.
The Registrant holds various patents and patent rights but does not
consider that its success or growth is dependent upon its patents or patent
rights. The Registrant's business is not dependent upon licenses, franchises or
concessions.
4
The Registrant's scientific laboratory and technical workstation and
equipment business is not cyclical; although sales and income are generally
lower during the Registrant's third quarter as construction activity slows
during the winter months. The Registrant's business is not dependent on any one
or a few customers; however, sales to VWR Corporation ("VWR Scientific")
represented 14 percent of the Registrant's total sales in fiscal years 1997 and
1996 and 17 percent in fiscal year 1995. VWR Scientific is a distributor of the
Registrant's products. In the event that VWR Scientific were not a sales
channel, the Registrant would distribute these products through its other sales
agents, dealers, and direct sales force or through another outside distributor
or distributors.
The Registrant's sales backlog as of April 30, 1997 was $24.2 million
compared to $23.2 million and $24.1 million as of April 30, 1996 and 1995,
respectively. It is expected that the amount of the backlog as of the beginning
of the fiscal year, together with orders received for current delivery, will be
sufficient to permit the Registrant to operate at satisfactory levels during the
current year. All but $1.4 million of the backlog as of the beginning of the
current fiscal year is scheduled for shipment during the year; however, it may
reasonably be expected that delays in shipments will occur because of customer
rescheduling or delay in completion of buildings in which the Registrant's
products are to be installed. Based on past experience, the Registrant expects
that more than 90 percent of its backlog scheduled for shipment in the current
fiscal year will be shipped in the current fiscal year.
Competition
The scientific laboratory and technical workstation and equipment
industry is highly competitive. The Registrant believes that the principal
competitive factors in the scientific laboratory and technical workstation and
equipment industry are price, product performance, and customer service. A
significant portion of the business of the Registrant is based upon competitive
public bidding.
Research and Development
The amount spent during the fiscal year ended April 30, 1997 on
company-sponsored research and development activities related to new products or
services or improvement of existing products or services was $663,996. The
amounts spent for similar purposes in the fiscal years ended April 30, 1996 and
1995 were $591,472 and $527,647, respectively. Seven professional employees
were engaged in such research at April 30, 1997.
Environmental Compliance
In the last three fiscal years, compliance with federal, state or
local provisions enacted or adopted regulating the discharge of materials into
the environment has had no material effect on the Registrant. There are no
material capital expenditures anticipated for such purposes, and no material
effect therefrom is anticipated on the earnings or competitive position of the
Registrant.
5
Employees
The number of persons employed by the Registrant at April 30, 1997 was
560.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements included in this report are forward looking and
involve risk and uncertainties that could significantly impact results. These
factors include, but are not limited to, economic, competitive, governmental,
and technological factors affecting the Company's operations, markets, products,
services, and prices.
Item 2. Properties
- --------------------
The Registrant owns and operates three plants in Statesville, North
Carolina and one in Lockhart, Texas. The plants are involved in the production
of scientific laboratory and technical workstations and equipment.
The plants in Statesville, North Carolina are located in three
separate adjacent buildings which contain manufacturing facilities. Sales and
marketing, administration, engineering and drafting personnel and facilities are
located in two of the three buildings. The Registrant's corporate offices are
located in the largest building. The plant buildings together comprise
approximately 382,000 square feet and are located on approximately 20 acres of
land. In addition, the Registrant leases a warehouse of 22,000 square feet in
Statesville, North Carolina.
The plant in Lockhart, Texas is housed in a building of approximately
129,000 square feet located on approximately 30 acres. In addition, a separate
10,000 square foot office building on this site houses certain administrative
personnel.
All of the facilities which the Registrant owns are held free and
clear of any encumbrances. The Registrant believes its facilities are suitable
for their respective uses and are adequate for its current needs.
Item 3. Legal Proceedings
- ---------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
Not Applicable.
6
PART II
Item 5. Market for Registrant's Common Equity and Related
- -----------------------------------------------------------
Stockholder Matters
-------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1997, page 19, sections
entitled "Range of Market Prices" and "Quarterly Financial Data". As of July
11, 1997, the Registrant estimates there were approximately 1,400 stockholders
of Kewaunee common shares, of which 392 were stockholders of record.
Item 6. Selected Financial Data
- ---------------------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1997, page 18, section entitled
"Summary of Selected Financial Data".
Item 7. Management's Discussion and Analysis of Financial
- -----------------------------------------------------------
Condition and Results of Operations
-----------------------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1997, pages 6-7, section
entitled "Management's Discussion and Analysis".
Item 8. Financial Statements and Supplementary Data
- -----------------------------------------------------
Incorporated by reference from the Registrant's annual report to
stockholders for the fiscal year ended April 30, 1997, pages 8-20.
Item 9. Changes in and Disagreements with Accountants on
- ----------------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------
Not Applicable.
7
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
(a) Incorporated by reference from the Registrant's proxy statement
for use in connection with its annual meeting of stockholders to be held on
August 27, 1997, pages 1-4, section entitled "Election of Directors".
(b) The names and ages of the Registrant's executive officers and
their business experience during the past five years are set forth below:
Executive Officers of the Registrant
------------------------------------
Name Age Position
---- --- --------
Eli Manchester, Jr. 66 President and Chief Executive Officer
William A. Shumaker 48 Vice President and General Manager-Laboratory
Products Group
T. Ronald Gewin 54 Vice President-Operations Technical Products
Group
D. Michael Parker 45 Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary
James J. Rossi 55 Vice President-Human Resources
Ronald D. Popiel 55 Vice President-Manufacturing (Laboratory
Products Group)
Kurt P. Rindoks 39 Vice President-Engineering and New Product
Development (Laboratory Products Group)
Eli Manchester, Jr. was elected a director of the Registrant in
November 1990. He was elected President and Chief Executive Officer of the
Registrant on July 11, 1990.
William A. Shumaker joined the Registrant in December 1993 as Vice
President of Sales and Marketing. Mr. Shumaker has served as Vice President and
General Manager of the Laboratory Products Group since February 1997. Prior to
joining the Registrant, Mr. Shumaker was with the St. Charles Companies of St.
Charles, Illinois, where he served as Vice President of Sales and Marketing with
their Institutional Division from 1989 to 1993 and held various other sales and
customer service positions from 1969 through 1989.
8
T. Ronald Gewin joined the Registrant in December 1992 as Vice
President of Manufacturing and has served as Vice President of Operations for
the Technical Products Group since January 1996. Prior to joining the
Registrant, Mr. Gewin was General Manager of a Division of the Grinnell
Corporation from 1990 to 1992.
D. Michael Parker joined the Registrant in November 1990 as Director
of Financial Reporting and Accounting and was promoted to Corporate Controller
in November 1991. Mr. Parker has served as Vice President of Finance, Chief
Financial Officer, Treasurer and Secretary since August 1995.
James J. Rossi joined the Registrant in March 1984 as Corporate
Director of Human Resources and has served as Vice President of Human Resources
since January 1996.
Ronald D. Popiel joined the Registrant in June 1993 as a plant manager
and was promoted to Director of Manufacturing in August 1995. Mr. Popiel has
served as Vice President of Manufacturing since January 1996. Prior to joining
the Registrant, Mr. Popiel was with Arvin Industries where he served as Vice
President of Manufacturing from 1977 to 1993.
Kurt P. Rindoks joined the Registrant in July 1985 as an engineer and
was promoted to Director of Engineering in July 1989 and to Director of Product
Development in May 1992. He has served as Vice President of Engineering and New
Product Development since September 1996.
Item 11. Executive Compensation
- --------------------------------
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
27, 1997, page 5, section entitled "Executive Compensation," page 6, section
entitled "Option Grants in Last Fiscal Year," page 6, section entitled
"Aggregate Option Exercises in Last Fiscal Year and Option Values at Fiscal
Year-End," pages 8-9, section entitled "Compensation Committee Report on
Executive Compensation," and page 11, section entitled "Agreements with Certain
Executives".
Item 12. Security Ownership of Certain Beneficial Owners
- ---------------------------------------------------------
and Management
--------------
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
27, 1997, pages 12-13, sections entitled "Security Ownership of Directors and
Executive Officers" and "Security Ownership of Certain Beneficial Owners".
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Incorporated by reference from the Registrant's proxy statement for
use in connection with its annual meeting of stockholders to be held on August
27, 1997, pages 1-4, section entitled "Election of Directors" and page 11,
section entitled "Agreements with Certain Executives."
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
- -------------------------------------------------------------
on Form 8-K
-----------
The following documents are filed or incorporated by reference as part
of this report:
Page or
(a)(1) Financial Statements Reference
-------------------- ---------
Statements of Operations
Years ended April 30, 1997, 1996, and 1995 8*
Statements of Retained Earnings
Years ended April 30, 1997, 1996, and 1995 8*
Balance Sheets - April 30, 1997 and 1996 9*
Statements of Cash Flows - Years ended
April 30, 1997, 1996 and 1995 10*
Notes to Financial Statements 11-16*
Report of Independent Auditors 17*
(a)(2) Financial Statement Schedule
----------------------------
Independent Auditors' Report -
Deloitte & Touche LLP 11
Schedule II - Valuation and Qualifying Accounts 12
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.
(a)(3) Exhibits
--------
Exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index which is attached hereto at pages S-2 through S-6 and which is
incorporated herein by reference.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the fourth quarter of the
Registrant's fiscal year ended April 30, 1997.
- --------------------
* Matters incorporated by reference from the Registrant's annual
report to stockholders for the year ended April 30, 1997.
10
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
Kewaunee Scientific Corporation
Statesville, North Carolina
We have audited the balance sheets of Kewaunee Scientific Corporation as of
April 30, 1997 and 1996, and the related statements of operations, retained
earnings, and of cash flows for each of the three years in the period ended
April 30, 1997; such financial statements are included in your 1997 Annual
Report to Stockholders. Our audits also included the financial statement
schedule listed in the Index at Item 14(a)(2). These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Kewaunee Scientific Corporation as of April
30, 1997 and 1996, and the results of its operations and its cash flows for each
of the three years in the period ended April 30, 1997 in conformity with
generally accepted accounting principles. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
Deloitte & Touche LLP
Charlotte, North Carolina
June 4, 1997
11
Schedule II
Kewaunee Scientific Corporation
Valuation and Qualifying Accounts
($ in thousands)
Charged
Balance (Credited)
at to Costs Balance
Beginning and at End
Description of Period Expenses Deductions* of Period
- ----------- --------- -------- ----------- ---------
Year ended April 30, 1997
Allowance for doubtful accounts $561 $298 $( 89) $770
==== ==== ====== ====
Year ended April 30, 1996
Allowance for doubtful accounts $624 $186 $(249) $561
==== ==== ====== ====
Year ended April 30, 1995
Allowance for doubtful accounts $628 $125 $(129) $624
==== ==== ====== ====
* Uncollectible accounts written off, net of recoveries.
12
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.
KEWAUNEE SCIENTIFIC CORPORATION
By: /s/ Eli Manchester, Jr.
---------------------------------------
Eli Manchester, Jr.
President and Chief Executive Officer
Date: July 18, 1997
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.
(I) Principal Executive Officer )
)
/s/ Eli Manchester, Jr. )
------------------------------------------ )
Eli Manchester, Jr. )
President and Chief Executive Officer )
)
(ii) Principal Financial and Accounting Officer )
)
/s/ D. Michael Parker )
------------------------------------------ )
D. Michael Parker )
Vice President-Finance, Chief Financial Officer )
Treasurer and Secretary )
)
(iii) A majority of the Board of Directors: ) July 18, 1997
)
)
/s/ Margaret Barr Bruemmer /s/ Eli Manchester, Jr. )
- ---------------------------- ------------------------ )
Margaret Barr Bruemmer Eli Manchester, Jr. )
)
)
/s/ Wiley N. Caldwell /s/ James T. Rhind )
- ---------------------------- ------------------------ )
Wiley N. Caldwell James T. Rhind )
)
)
/s/ John C. Campbell, Jr. /s/ Thomas F. Pyle )
- ---------------------------- ------------------------ )
John C. Campbell, Jr. Thomas F. Pyle )
)
)
/s/ Kingman Douglass )
- --------------------------- )
Kingman Douglass )
S-1
KEWAUNEE SCIENTIFIC CORPORATION
Exhibit Index
-------------
Page Number
Number Description of Exhibit (or Reference)
- ------ ---------------------- --------------
3 Articles of incorporation and by-laws
3.1 Restated Certificate of
incorporation (as amended) (3)
3.2 By-Laws (as amended as of August 28, 1991) (9)
10 Material Contracts
10.9 Kewaunee Scientific Corporation
Supplemental Retirement Plan (4)
10.12 Employee Stock Ownership Plan of 1985
for Salaried Employees and Hourly
Employees of Kewaunee Scientific
Corporation (2)
10.13 Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (2)
10.13A First Amendment dated June 4, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (1)
10.13B Second Amendment dated November 19, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Salaried Employees (1)
10.14 Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (2)
10.14A First Amendment dated August 27, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (1)
10.14B Second Amendment dated November 19, 1996 to the
Kewaunee Scientific Corporation 1985
Re-Established Retirement Plan for
Hourly Employees (1)
S-2
10.19 Kewaunee Scientific Corporation 1991
Key Employee Stock Option Plan (8)
10.19A Amendment dated August 28, 1996 to the
Key Employee Stock Option Plan (15)
10.21 Kewaunee Scientific Corporation
Executive Deferred Compensation Plan (9)
10.23 Employment Agreement dated as of December 8, 1992
between T. Ronald Gewin and the Registrant (10)
10.25 Employment Agreement dated as of December 7, 1993
between William A. Shumaker and the Registrant (12)
10.26 Kewaunee Scientific Corporation Stock Option (11)
Plan for Directors
10.27 Agreement dated as of December 14, 1994
between T. Ronald Gewin and the Registrant (13)
10.28 Accounts Receivable Financing Agreement dated
as of January 6, 1995 between the CIT Group/
Business Credit, Inc. and the Registrant (13)
10.29 Accounts Receivable Financing Agreement
Supplement Inventory dated as of
January 6, 1995 between The CIT Group/
Business Credit, Inc. and the Registrant (13)
10.30 Security Agreement (Equipment & Machinery)
dated as of January 6, 1995 between The
CIT Group/Business Credit, Inc. and the
Registrant (13)
10.31 Employment Agreement dated April 22, 1996
between Ronald D. Popiel and the Registrant (14)
10.32 Fiscal Year 1997 Incentive Bonus Plan (14)
S-3
10.34 401(K) Incentive Savings Plan
for Salaried and Hourly Employees of
Kewaunee Scientific Corporation (14)
10.35 Amendment dated September 26, 1996 to the
Financing and Security Agreements dated
January 6, 1995 between the CIT Group/
Business Credit, Inc. and the Registrant (16)
10.36 Employment Agreement dated September 17, 1996
between D. Michael Parker and the Registrant (1)
10.37 Fiscal Year 1998 Incentive Bonus Plan (1)
13 Annual Report to Stockholders for the fiscal year
ended April 30, 1997 (Such Report, except to the
extent incorporated herein by reference, is being
furnished for the information of the Securities
and Exchange Commission only and is not deemed filed
as a part of this annual report on Form 10-K) (1)
27 Financial Data Schedule (1)
(All other exhibits are either inapplicable or not required.)
S-4
Footnotes
---------
(1) Appearing only in the manually signed, original Form 10-K filed with the
Securities and Exchange Commission.
(2) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1987, and incorporated herein by
reference.
(3) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1985, and incorporated herein by
reference.
(4) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1985, and incorporated herein by
reference.
(5) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 30, 1982, and incorporated herein by reference.
(6) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1989, and incorporated herein by
reference.
(7) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1991, and incorporated herein by
reference.
(8) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 26, 1991, and incorporated herein by reference.
(9) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1992, and incorporated herein by
reference.
(10) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1993, and incorporated herein by
reference.
(11) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 23, 1993, and incorporated herein by reference.
(12) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1994, and incorporated herein by
reference.
(13) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1995, and incorporated herein by
reference.
S-5
(14) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to
the Securities and Exchange Commission on Form 10-K (Commission File No. 0-
5286) for the fiscal year ended April 30, 1996, and incorporated herein by
reference.
(15) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement
dated July 31, 1996, and incorporated herein by reference.
(16) Filed as an exhibit to the Kewaunee Scientific Corporation Form 10-Q for
the quarterly period ended January 31, 1997, and incorporated herein by
reference.
S-6