UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended:
December 31, 1994
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 0-9992
KLA INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2564110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 RIO ROBLES
San Jose, California
(Address of principal executive offices)
95134
(Zip Code)
Registrant's telephone number, including area code: (408) 434-4200
------------------------------------------------------------------
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 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
Common shares outstanding at December 31, 1994: 23,224,000
This report, including all exhibits and attachments, contains 47 pages.
Page 1
KLA INSTRUMENTS CORPORATION
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Statements of Operations
Three Months Ended December 31, 1993 and 1994 3
Six Months Ended December 31, 1993 and 1994 4
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Information 7
Item 2 Management's Discussion and Analysis of Results of Operations and
Financial Condition 8-10
PART II OTHER INFORMATION
Items 1-6 11-13
Signatures 14
Index to Exhibits 15-16
Page 2
KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31,
(In thousands except per share amounts)
(Unaudited)
1993 1994
-------- --------
Net sales $ 57,087 $104,711
-------- --------
Costs and expenses:
Cost of sales 32,417 48,374
Engineering, research and development 4,847 8,808
Selling, general and administrative 11,310 21,739
Write-off of acquired in-process technology -- 25,240
-------- --------
48,574 104,161
-------- --------
Income from operations 8,513 550
Interest income and other, net 376 1,535
Interest expense (499) (608)
-------- --------
Income before income taxes 8,390 1,477
Provision for income taxes 2,098 531
-------- --------
Net income $ 6,292 $ 946
-------- --------
Net income per share $ 0.30 $ 0.04
======== ========
Weighted average number of common and
dilutive common equivalent shares outstanding 20,909 24,094
See accompanying notes to condensed consolidated financial information.
Page 3
KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31,
(In thousands except per share amounts)
(Unaudited)
1993 1994
-------- --------
Net sales $108,991 $187,890
-------- --------
Costs and expenses:
Cost of sales 63,578 88,976
Engineering, research and development 9,776 16,990
Selling, general and administrative 21,243 38,189
Write-off of acquired in-process technology -- 25,240
-------- --------
94,597 169,395
-------- --------
Income from operations 14,394 18,495
Interest income and other, net 549 3,032
Interest expense (995) (1,082)
-------- --------
Income before income taxes 13,948 20,445
Provision for income taxes 3,490 6,601
-------- --------
Net income $ 10,458 $ 13,844
======== ========
Net income per share $ 0.50 $ 0.58
======== ========
Weighted average number of common and
dilutive common equivalent shares outstanding 20,854 23,987
See accompanying notes to condensed consolidated financial information.
Page 4
KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands except share amounts)
(Unaudited)
JUNE 30, DECEMBER 31,
1994 1994
-------- ------------
ASSETS
Current assets:
Cash and cash equivalents $139,126 $119,847
Short-term investments -- 5,680
Accounts receivable, net 74,226 98,016
Inventories 53,265 67,055
Other current assets 11,838 11,811
-------- --------
Total current assets 278,455 302,409
Land, property and equipment, net 37,149 40,515
Marketable securities -- 16,982
Other assets 5,966 5,541
-------- --------
Total assets $321,570 $365,447
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 4,673 $ 2,631
Current portion of long-term debt -- 20,000
Accounts payable 11,890 14,701
Income taxes payable 12,466 18,705
Other current liabilities 36,553 55,379
-------- --------
Total current liabilities 65,582 111,416
-------- --------
Deferred income taxes 8,606 8,606
Long-term debt 20,000 --
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 1,000 shares authorized, none
outstanding -- --
Common stock, $0.001 par value, 75,000 shares authorized, 22,864
and 23,224 shares issued and outstanding 23 23
Capital in excess of par value 147,358 151,441
Retained earnings 80,275 94,119
Treasury stock (581) (581)
Cumulative translation adjustment 307 423
-------- --------
Total stockholders' equity 227,382 245,425
-------- --------
Total liabilities and stockholders' equity $321,570 $365,447
======== ========
See accompanying notes to condensed consolidated financial information.
Page 5
KLA INSTRUMENTS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended December 31
(In thousands)
(Unaudited)
1993 1994
-------- --------
Cash flows from operating activities:
Net income $ 10,458 $ 13,844
Adjustments required to reconcile net income to cash provided by
(used for) operations:
Depreciation and amortization 4,904 5,669
Write-off of acquired in-process technology -- 16,154
Changes in assets and liabilities:
Accounts receivable, net (13,122) (23,204)
Inventories, net (2,261) (10,408)
Other current assets (1,465) 56
Accounts payable 421 1,834
Income taxes payable and deferred income taxes 1,042 6,239
Other current liabilities (1,815) 14,732
Other assets (191) (2,080)
-------- --------
Cash provided for (used for) operating activities (2,029) 22,836
-------- --------
Cash flows from investing activities:
Capital expenditures (1,411) (6,155)
Short term investments -- (5,680)
Long term marketable securities -- (16,982)
Acquisition of Metrologix -- (14,182)
Capitalization of software development costs (248) --
-------- --------
Cash (used for) investing activities (1,659) (42,999)
-------- --------
Cash flows from financing activities:
Short-term borrowings and current portion of long-term debt, net (4,822) (3,315)
Sales of common stock 3,191 4,083
-------- --------
Cash provided by (used for) financing activities (1,631) 768
-------- --------
Effect of exchange rate changes on cash 63 116
-------- --------
Decrease in cash and cash equivalents (5,256) (19,279)
Cash and cash equivalents at beginning of period 52,362 139,126
-------- --------
Cash and cash equivalents at end of period $ 47,106 $119,847
======== ========
Supplemental disclosure to cash flow information
Cash paid during the period for:
Interest $ 790 $ 1,166
Income taxes 2,012 8,766
See accompanying notes to condensed consolidated financial information.
Page 6
KLA INSTRUMENTS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(IN '000'S)
UNAUDITED
1) This information is unaudited but, in the opinion of Registrant's
management, all adjustments (consisting only of adjustments that are of a
normal recurring nature) necessary for a fair statement of results have
been included. The results for the quarter ended December 31, 1994, are not
necessarily indicative of results to be expected for the entire year. This
financial information should be read in conjunction with the Registrant's
Annual Report on Form 10-K (including items incorporated by reference
therein) for the year ended June 30, 1994.
2) Effective July 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Investments in Certain Debt
and Equity Securities" (FAS 115), which requires investment securities to
be classified as either held to maturity, trading or available for sale.
The Company reviewed its portfolio and determined that its investment
portfolio would be classified as available for sale. Under FAS 115, for
those investments classified as available for sale, any difference between
an investment's cost and its fair value should be recorded as a separate
component of stockholder's equity. At December 31, 1994, the fair value of
the Company's investments approximated cost.
3) Details of certain balance sheet components:
JUNE 30, DECEMBER 31,
1994 1994
------- ------------
INVENTORIES:
Systems raw materials $12,597 $13,991
Customer service spares 12,220 12,055
Work-In-Process 13,348 23,740
Demonstration Equipment 15,100 17,269
------- -------
$53,265 $67,055
======= =======
OTHER CURRENT LIABILITIES:
Accrued compensation and benefits $16,328 $20,801
Accrued warranty and installation 14,367 15,924
Unearned service contract revenue 3,054 8,780
Other 2,804 9,874
------- -------
$36,553 $55,379
======= =======
4) In December 1994, the Company acquired Metrologix Inc., (Metrologix), a
manufacturer of advanced electron beam measurement equipment for $14.2
million in cash. This acquisition was accounted for as a purchase and the
total purchase price of $16.1 million has been allocated to assets acquired
and liabilities assumed. A significant portion of the purchase price was
allocated to acquired in-process technology. The results of operations for
Metrologix from the date of the acquisition to December 31, 1994 were
immaterial. During the quarter ended December 31, 1994, the Company
wrote-off the acquired in-process technology resulting in an after-tax
charge of $16.2 million (25.2 million pre-tax).
Page 7
KLA INSTRUMENTS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(IN '000'S)
UNAUDITED
RESULTS OF OPERATIONS
SECOND QUARTER AND SIX MONTHS OF FISCAL 1995 COMPARED WITH SECOND QUARTER AND
SIX MONTHS OF FISCAL 1994
METROLOGIX
In December 1994, the Company acquired Metrologix Inc., (Metrologix), a
manufacturer of advanced electron beam measurement equipment. Except for the
non-recurring write-off of Metrologix technology, the acquisition did not have a
material impact on the financial performance of the Company. Although Metrologix
operated profitably during the quarter ended December 31, 1994, the Company does
not expect the Metrologix business to contribute to earnings during the
remainder of the fiscal year.
NET SALES
Net sales increased 83.4% and 72.4%, respectively, for the three and six
month periods ended December 31, 1994 as compared to the prior fiscal year. The
WISARD business unit was predominantly responsible for the dollar increase in
net sales. The Company attributes the continuing increase of WISARD's sales
primarily to the continuing adoption by customers of KLA's methodology of
in-line monitoring. The number of fabs with multiple KLA 2100 series systems per
fab increased to 70 fabs at December 31, 1994, from 25 fabs one year ago. In
addition, the increase in WISARD's net sales is due to the increase in customers
that are upgrading their older fabs. The Metrology division and the RAPID
business unit also recorded significant increases in net sales. The RAPID
business unit's sales increase is due to the increasing market acceptance of the
Company's 331 model.
GROSS MARGIN
Gross margins were 53.8% and 52.6%, respectively, for the three and six
month periods ended December 31, 1994 compared to 43.2% and 41.7% for the same
periods of the prior fiscal year. The improvement in the gross margin percentage
was due about equally to 1) a favorable mix effect as the WISARD business unit's
share of total revenues rose and 2) improvement in the WISARD business unit's
gross margin as a result of volume efficiencies and the use of lower cost
components. The RAPID business unit also recorded significant improvements in
gross margin for the quarter ended December 31, 1994 as compared to the same
period of the prior fiscal year. The Company attributes this increase primarily
to volume efficiencies.
ENGINEERING, RESEARCH AND DEVELOPMENT
Engineering, research and development expenses were 8.4% of net sales for
the three month and 9.0% for the six month periods ended December 31, 1994,
compared to 8.5% and 9.0% in the comparable periods in the prior fiscal year.
Net engineering expenditures rose $4.0 million and $7.2 million, respectively,
during the three and six month periods of fiscal 1995 compared to the prior
fiscal year. The primary business units experiencing dollars increases were the
WISARD business unit, the newly formed PRISM division and the Rapid business
unit . Although the Company has significantly increased engineering headcount
and spending, these expenditure increases have been slightly slower than the
Company's revenue growth.
Page 8
KLA INSTRUMENTS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses increased 1.0% and 0.8% of
sales, respectively, for the three and six month periods ended December 31,
1994, compared to the same periods of the prior fiscal year, prior to the effect
of the non-recurring pre-tax charge of $25.2 million, for the write-off of the
Metrologix acquired in-process technology. Sales and administration expenses
grew slower than revenues, while representative commissions and profit sharing
grew at a rate higher than revenues. The increase in profit sharing reflects the
improvement in the Company's financial performance prior to the non-recurring
Metrologix charge. Representative commissions increased as a percentage of sales
primarily due to the rise in the share of sales to Asia-Pacific customers.
INTEREST INCOME AND OTHER, NET
Interest income and other, net increased $1.2 million and $2.5 million,
respectively, for the three and six month periods ended December 31, 1994 as
compared to the same periods of the prior fiscal year. This increase is
primarily attributable to higher average cash and cash equivalent balances.
PROVISION FOR INCOME TAXES
The 32.3% estimated effective tax rate for the six month period ended
December 31, 1994 is lower than the U.S. statutory rate primarily as a result of
income in foreign jurisdictions having a lower than U.S. tax rate, and from the
realization of net deferred tax assets previously reserved, including tax credit
carryforwards, and from the realization of Foreign Sales Corporation benefits
and research and development tax credits.
FUTURE OPERATING RESULTS
The Company's future results will depend on its ability to continuously
introduce new products and enhancements to its customers as demands for higher
performance yield management and process control systems change or increase. Due
to the risks inherent in transitioning to new products, the Company must
accurately forecast demand in both volume and configuration and also manage the
transition from older products. The Company's results could be affected by the
ability of competitors to introduce new products which have technological and/or
pricing advantages. The Company's results also will be affected by strategic
decisions made by management regarding whether to continue particular product
lines, and by volume, mix and timing of orders received during a period,
fluctuations in foreign exchange rates, and changing conditions in both the
semiconductor industry and key semiconductor markets around the world. As a
result, the Company's operating results may fluctuate, especially when measured
on a quarterly basis.
Page 9
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $19.3 million at December 31, 1994
compared to June 30, 1994. The decrease in cash and cash equivalents is
entirely due to the adoption of new investment strategies and the
implementation of FAS 115, which caused the reclassification of $22.7 million
from cash and cash equivalents to short term investments and marketable
securities. Cash generated by operations was $22.8 million. The Company used
$14.2 million to acquire Metrologix in December 1994. The Company also invested
$6.2 million in new cleanrooms and other capital equipment. Proceeds from the
exercise of stock options and the employee stock purchase plan were $4.1
million. The Company is continuing to expand and anticipates it may begin the
construction of an additional facility at its San Jose campus site during 1995.
The Company believes that its current level of liquid assets, credit facilities
and cash generated from operations are sufficient to fund growth through the
foreseeable future.
Page 10
KLA INSTRUMENTS CORPORATION
FORM 10-Q
PART II: OTHER INFORMATION
Item 1 -- Legal Proceedings Not Applicable
Item 2 -- Changes in Securities Not Applicable
Item 3 -- Defaults Upon Senior Securities Not Applicable
Item 4 -- Submission of Matters to a Vote of Security Holders Page 12
Item 5 -- Other Events Not Applicable
Item 6 -- Exhibits and Reports on Form 8-K Page 13
Page 11
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An annual meeting of the stockholders was held on November 16, 1994 at the
Company's San Jose headquarters.
At the meeting Mr. Leo Chamberlain and Mr. Dag Tellefsen were elected
directors of the Company. Mr. Kenneth Levy, Mr. Robert Lorenzini, Mr. Samuel
Rubinovitz, Dr. Yoshio Nishi, and Mr. Kenneth Schroeder continued in the office
as directors after the meeting.
At the meeting four items were put to a vote of stockholders:
1. Election of two directors
2. Approval of an amendment to the 1981 Employee Stock Purchase Plan to
increase the number of shares reserved for issuance under the Purchase Plan
by 300,000 shares.
3. Approval of an amendment to the 1982 Stock Option Plan to increase the
number of shares reserved for issuance by 1,600,000 shares and to implement
a per optionee share limitation.
4. Ratification of the appointment of Price Waterhouse as the independent
accountants of the Company for the fiscal year ending June 30, 1995.
The voting results were:
ITEM DIRECTORS FOR AGAINST WITHHELD ABSTAIN NO VOTE
- ---- ---------------------------- --------- -------- -------- ------- -------
1. Mr. Chamberlain 19,863,163 0 24,503
Mr. Tellefsen 19,863,163 0 1,792,801
2. 19,863,163 532,920 32,141 2,257,235
3. 19,863,163 4,529,327 36,762 2,303,251
4. 19,863,163 6,501 26,029
Page 12
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
See exhibit index on page 15. The Company had no Form 8-K filings during
the period ended December 31, 1994.
Page 13
SIGNATURES
Pursuant to the requirements 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.
KLA INSTRUMENTS CORPORATION
February 13, 1994 Kenneth Levy
- ------------------------- -----------------------------------------------------
[Date] Kenneth Levy
Chairman of the Board
February 13, 1994 Kenneth L. Schroeder
- ------------------------- -----------------------------------------------------
[Date] Kenneth L. Schroeder
President
February 13, 1994 Robert J. Boehlke
- ------------------------- -----------------------------------------------------
[Date] Robert J. Boehlke
V.P. Finance and Administration
Chief Financial Officer
Page 14
INDEX TO EXHIBITS
(I) EXHIBITS INCORPORATED BY REFERENCE:
3.1 Certificate of Incorporation as amended (11)
3.2 Bylaws, as amended (11)
4.1 Rights Agreement dated as of March 15, 1989, between the Company and First National
Bank of Boston, as Rights Agent. The Rights Agreement includes as Exhibit A, the
form of Right Certificate, and as Exhibit B, the form of Summary of Rights to
Purchase Common Stock (2)
10.15 Statement of Partnership to Triangle Partners dated April 12, 1983 (3)
10.16 Lease Agreement and Addendum thereto dated January 10, 1983, between BBK
Partnership and the Company (3)
10.18 Purchase and Sale Agreement dated January 10, 1983, between BBK Partnership,
Triangle Partners and the Company (3)
10.23 Research and Development Agreement, Cross License and Technology Transfer Agreement
and Agreement for Option to License and Purchase Resulting Technology, all dated
February 21, 1985, by and between KLA Development No. 3, Ltd., and the Company (4)
10.24 Research and Development Agreement dated February 21, 1985, by and between KLA
Development No. 3, Ltd., and the Company (4)
10.25 Agreement for Option to License and Purchase Resulting Technology dated February
21, 1985, by and between KLA Development No. 3, Ltd., and the Company (4)
10.33 (Research and Development) Agreement dated as of February 1, 1987, by and between
IBM Corporation and the Company (5)
10.35 Research and Development Agreement, Cross License and Technology Transfer Agreement
and Agreement for Option to License and Purchase Resulting Technology, all dated
October 1, 1986, by and between KLA Development No. 4, Ltd., and the Company (5)
10.43 Amendment to the Exclusive Marketing Agreement dated February 23, 1989, by and
between Micrion Limited Partnership and the Company (6)
10.44 Bank Loan Guarantee dated June 29, 1989, by the Company in favor of The First
National Bank of Boston for the Micrion Limited Partnership (6)
10.45 Distribution Agreement, Manufacturing License Agreement, and Technical Marketing
Assistance Agreement, all dated July 1990, by and between Tokyo Electron Limited, a
Japanese Corporation, and the Company (7)
10.46 Principle facility Purchase Agreement dated July 1990, including all exhibits and
amendments; Lease Agreement, Termination of Lease, Lot line adjustment, rights of
first refusal, Deeds of Trust (7)
10.47 Joint Venture Agreement between the Company and Nippon Mining Company, Limited,
dated September 18, 1990 (8)
10.48 Exercise of Option to Purchase Technology made effective as of September 30, 1989,
by and between KLA Development No. 3, and the Company (8)
10.49 Exercise of Option to Purchase Technology made effective as of January 1, 1990, by
and between KLA Development No. 4, and the Company (8)
10.51 Guarantee Agreement between First National Bank of Boston and the Company, dated
June 29, 1989 (8)
10.52 Amendment to the Guarantee Agreement between First National Bank of Boston and the
Company, dated April 19, 1991 (8)
10.53 Secured Installment Note between Micrion and First National Bank of Boston, dated
April 19, 1991 (8)
10.54 Micrion Corporation Series E Preferred Stock Purchase Agreement, dated September
13, 1991 (8)
10.55 Micrion Corporation Guaranty and Warrant Agreement, dated December 8, 1989 (8)
10.57 Stock repurchase and option grant agreement between Bob Boehlke and the Company,
dated April 22, 1991 (8)
10.58 Purchase Agreement between the Company and Ono Sokki Co., Ltd., dated October 18,
1991 with certain portions for which confidential treatment has been requested,
excised (9)
10.59 Credit Agreement between Bank of America NT & SA and the Company, dated November
15, 1991, as amended July 29, 1992 (9)
10.60 Employment agreement between the Company and Kenneth L. Schroeder dated October 4,
1991 (9)
10.61 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated October 28, 1992 (10)
Page 15
10.62 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated December 31, 1992 (10)
10.63 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated February 28, 1993 (10)
10.64 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated March 31, 1993 (10)
10.65 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated June 1, 1993 (10)
10.66 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated December 31, 1993 (16)
10.67 Amendment of Credit Agreement between Bank of America NT & SA and the Company,
dated March 31, 1994 (16)
10.68 Credit Agreement between Bank of America NT & SA and the Company, dated April 30,
1994 (16)
10.71 1990 Outside Directors Stock Option Plan (14)
(II) EXHIBITS INCLUDED HEREWITH:
10.73 Amendment of Credit Agreement between Bank of America NT & SA and the Company dated
December 31, 1994
10.74 1981 Employee Stock Purchase Plan, as amended by the Board of Directors on October
7, 1994
10.75 1982 Stock Option Plan, as amended by the Board of Directors on October 7, 1994
27 Financial Data Schedule
- ---------------
2 Filed as exhibit number 1 to Form 8-A, filed effective March 23, 1989
3 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1983
4 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1985
5 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1987
6 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1989
7 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1990
8 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1991
9 Filed as the same exhibit number as set forth herein to Registrant's Form 10-K
for the year ended June 30, 1992
10 Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1993
11 Filed as the same exhibit number to Registrant's registration statement no.
33-51819 on Form S-3, dated February 2, 1994
14 Filed as exhibit number 4.6 as set forth herein to Registrant's Form 10-K for
the year ended June 30, 1991
16 Filed as the same exhibit number as set forth herein to Registrant's Form
10-K for the year ended June 30, 1994
Page 16