measurex
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exhibit 21 - - - measurex corporation listing of subsidiaries (continued) notes: (1) subsidiary of measurex corporation (2) subsidiary of measurex international corporation (3) subsidiary of measurex (ireland) limited (4) subsidiary of measurex inc. (5) subsidiary of measurex oy (6) 51% owned by measurex latin america, 49% owned by measurex international corporation (7) 70% owned by measurex oy and 30% owned by bcf holding oy. (8) subsidiary of measurex data measurement corporation
( 2) measurex pty. limited australia (2) measurex international gmbh austria (1) measurex foreign sales corporation barbados (2) measurex do brasil ltda. brazil (1) measurex systems, inc. california (1) measurex international corporation california (2) measurex latin america california (2) measurex asia, inc. california (2) measurex korea, inc. california (2) measurex taiwan, inc. california (4) measurex devron inc. canada (2) measurex inc. canada (1) measurex acquisition company delaware (5) bcf holding oy finland (2) measurex oy finland (7) roibox oy finland (2) measurex s. a. r. l. france (2) measurex gmbh germany (2) measurex italia s. r. l. italy (1) measurex japan limited japan (6) measurex s. a. de c. v. mexico (2) measurex b. v. the netherlands (2) measurex credit international b. v. the netherlands (2) measurex systems n. z. limited new zealand (2) measurex norway a. s. norway (2) measurex international financial, inc. panama (2) measurex (portugal) sistemas de controle, lda portugal (2) measurex (ireland) limited republic of ireland (2) measurex service company limited republic of ireland (3) measurex ireland finance republic of ireland (2) map results pte. ltd. singapore (2) measurex africa propriety limited south africa (2) measurex sweden a. b. sweden (2) measurex, a. g. (switzerland) switzerland (2) measurex international systems limited united kingdom (2) measurex de venezuela, c. a. venezuela
( 1) subsidiary of measurex corporation (2) subsidiary of measurex international corporation (3) subsidiary of measurex (ireland) limited (4) subsidiary of measurex inc. (5) subsidiary of measurex oy (6) 51% owned by measurex latin america, 49% owned by measurex international corporation (7) 99. 9% owned by measurex oy and bcf holding oy, 0. 1% owned by unrelated parties
exhibit 21 - - measurex corporation listing of subsidiaries (continued) notes: (1) subsidiary of measurex corporation (2) subsidiary of measurex international corporation (3) subsidiary of measurex (ireland) limited (4) subsidiary of measurex inc. (5) subsidiary of measurex oy (6) 51% owned by measurex latin america, 49% owned by measurex international corporation (7) 99. 9% owned by measurex oy and bcf holding oy, 0. 1% owned by unrelated parties
acs services most measurex electronic equipment. visit our repair services page to learn more about the types of measurex electronics we service .
( 2) measurex pty. limited australia (2) measurex international gmbh austria (1) measurex foreign sales corporation barbados (2) measurex do brasil ltda. brazil (1) measurex systems, inc. california (1) measurex international corporation california (2) measurex latin america california (2) measurex asia, inc. california (2) measurex korea, inc. california (2) measurex taiwan, inc. california (4) measurex devron inc. canada (2) measurex inc. canada (8) industrial gauging disc, inc. district of columbia (5) bcf holding oy finland (2) measurex oy finland (7) roibox oy finland (2) measurex s. a. r. l. france (8) dmc france s. a. r. l. france (2) measurex gmbh germany (8) dmc mess & regeltechnik gmbh germany (2) measurex italia s. r. l. italy (1) measurex japan limited japan (1) measurex data measurement corporation maryland (6) measurex s. a. de c. v. mexico (2) measurex b. v. the netherlands (2) measurex credit international b. v. the netherlands (2) measurex systems n. z. limited new zealand (2) measurex norway a. s. norway (2) measurex international financial, inc. panama (2) measurex (portugal) sistemas de controle, lda portugal (2) measurex (ireland) limited republic of ireland (3) measurex ireland finance republic of ireland (2) map results pte. ltd. singapore (2) measurex africa propriety limited south africa (2) measurex sweden a. b. sweden (2) measurex, a. g. (switzerland) switzerland (2) measurex olcum aletleri ticaret limited sirketi turkey (2) measurex international systems limited united kingdom (8) dmc (u. k .) limited united kingdom (8) dmc foreign sales corporation u. s. virgin islands (2) measurex de venezuela, c. a. venezuela
at one point, harnischfeger industries owned 25 percent of measurex, and measurex might have asked its parent for cash to help it develop a total plant system. but measurex bought out harnischfeger' s interest last year .
it will be nice to all folks remember great time we had with measurex .
her
analysis of relationships
testing for employment at measurex started after that .
measurex machine gauging system with measurex scanner, central electronics unit, complete documentation and some spare parts. scan width 87
. moisture, basis weight, caliper .
the tps system will be the system platform for all the measurex systems ,
says tambakeras .
windows nt tps provides an excellent opportunity to leverage the technology within honeywell and measurex. honeywell' s strength complements measurex in control systems .
he had some 6 inch slide rules made with the measurex logo on the back .
we will preserve the measurex approach to the marketplace in our new organization .
'' people said,' measurex sells to the paper industry; we should sell measurex,''' said alexander p. paris sr. , an analyst with barrington research .
i was bored and decided to look up measurex, and was amazed to find your site .
the new honeywell - measurex organization will be headquartered in cupertino, california. it will be headed by gingerich, who is currently president and coo of measurex. the existing honeywell employees who are focused on the pulp and paper industry and the existing measurex organization will merge to form a single entity. tambakeras feels that there is an outstanding potential for blending the people skills of honeywell and measurex .
the
destruction
of measurex was because of many factors. honeywell just being one of them .
john gingerich, president and coo of measurex will be heading up the new honeywell - measurex organization, reporting to tambakeras .
i am very positive on this merger ,
gingerich says .
it gives measurex the broad systems base that we need to be successful in the pulp and paper industry .
both honeywell and measurex have service revenues that exceed a third of their total revenues, and this is high for the industry. measurex is a leader in services for quality control systems in the paper industry .
it was many years before someone wanted measurex equipment removed. customer wouldn' t / couldn' t pay, measurex wouldn' t remove its equipment - fearing negative publicity? - customer finally cut our equipment out - but by then measurex had a good reputation and the publicity hit was not serious: - |
the matrikonopc server for measurex provides read access to measurex systems via a serial port. the opc server communicates with the system as a foreign host, using the foreign host ascii protocol in half - duplex contention mode .
markos tambakeras, president of honeywell industrial control, describes the merger between honeywell and measurex as
outstanding synergy. we are extremely compatible. there is an uncanny similarity between the mission statements of honeywell and measurex .
no other issue raised by measurex merits discussion. we conclude, therefore, that the superior court correctly decided that measurex failed to establish that its lease of computer systems to the paper companies was not a taxable use .
is the word! - dave' s new company was
measurex
, and dodie was personnel manager .
system was in late development in 1972 when i joined measurex, and unknown to those outside of xerox parc .
best of luck to you and all the other folks that i had the privilege to work with at measurex .
it now appeared that indeed providence had kindly gazed down on herb and his quest to enter into measurex grail legend .
measurex consequently advanced to exceptional success in numerous countries worldwide with offices in australia, japan, and europe et al .
call now to speak to one of our measurex customer service reps, 800 - 605 - 6419, or send your measurex electronics to acs for a free evaluation today! click here for our free evaluation repair form, acs repair form .
there' s a measurex® scoop to meet virtually every need: food, beverage, chemical, powdered, and more .
measurex knew how to make money: -) have good enough software to sell it many times on its own specialized hardware .
it' s kind of funny to see some of the names from so long ago. i read the bio of measurex .
one of the founders of measurex was eric dahlin. he was well known in the industry for his control techniques and alogrythms .
when i joined measurex in 1969, dodie was not yet there. she was going to stanford earning her masters / phd .
the honeywell family. this family consists of honeywell regulator co. , brown instruments, measurex, “ge”, tetratech, etc .
dodie and dave send to all measurex folks this card. i lost all others that i had from 1978. this one survived .
merger of the companies. the merger of honeywell and measurex gives the combined company a springboard in asia and latin america to offer totally integrated systems for the new mills and paper machines being built there. measurex' s strength in quality management systems complements honeywell' s dcs presence. this will help as mills want to buy more integrated systems. tambakeras sees measurex' s strength in japan as especially important .
john c. gingerich, measurex' s president, says wall street has overreacted, in that measurex' s earnings growth has merely slowed, not stopped.'' the market trades on momentum, and our earnings growth just lost its momentum,'' he said .
dirk said in a 2011 e - mail
the software group for the keck telescopes [ 10 meter diameter, mona kea, hawaii ] is now heavily measurex - flavored. their director is kevin mccann who you might have met at measurex. i think you were still there when kevin came from ireland. he now has two people under him who used to be my colleagues at measurex in the later years .
measurex figured that companies rose and fell too fast in silicon valley and did not pretend to have a company retirement plan. instead, measurex provided generous matching funds into individual
401k
type plans. seems very foresighted now that former employees of many major companies are getting abandoned .
when measurex was the new kid on the block, the main selling point was digital control. industrial nucleonics was still selling the analog functions .
in 1987, measurex hired a video production company called
great caesar' s ghost, inc .
to produce a promotional / educational video
- (sept 7, 2007) ellen hightower e - mailed the measurex list
sorry to tell you that lumon morrow has passed on .
don’t know if you recall me, i worked at measurex from 1978 - 88 and shared my office for most of that period with marilyn clemo .
what kind / grade of paper did the first measurex system measure? (e. g. kraft, tissue, paper board, etc. )
we will preserve the measurex approach to the marketplace in our new organization ,
says gingerich. gingerich lists his most important tasks as follows :
measurex systems, inc. , appeals from a judgment of the superior court, kennebec county, upholding a use tax assessment by the state tax assessor based upon measurex leases of computer equipment to maine companies. on appeal measurex contends, inter alia, (1) that the measurex leases should be deemed
in lieu of purchase
under 36 m. r. s. a. § 1752 (13) (1978); (2) that measurex' s use of the equipment is tax exempt under 36 m. r. s. a. § 1760 (31) (1978); (3) that the assessor' s denial of exemption to measurex violates constitutional guarantees of equal protection; and (4) that the software used with the computer systems is not subject to the use tax because it is not tangible personal property under 36 m. r. s. a. § 1752 (17) (1978). because measurex failed to meet its burden of proving that the transactions were not taxable, we affirm the judgment .
part i. financial information item 1. financial statements measurex corporation consolidated statements of income (unaudited) (dollar amounts in thousands except per share data )
according to tambakeras, there is excellent synergy between the honeywell tps (total plant solution) system and the measurex qcs system. the new tps system will be based on intel technology, as well as that from motorola. this will work well with measurex' s technology, which is intel - based .
measurex was acquired by honeywell in 1997. bossen had served measurex as ceo and then chairman of the board until 1997. he retired in 2000 as “chairman emeritus”. he was a tappi fellow, a member of pima, and a member of american electronics association. he had 19 patents to his credits .
measurex' s third contention is based upon the fact that as a supplier / lessor it is required to pay use tax while a manufacturer / lessor is not required to pay such tax. thus, measurex argues, it has been denied equal protection of the law in violation of the maine and united states constitutions. measurex has the burden of proving the constitutional violation. brann v. state, 424 a. 2d 699, 703 (me. 1981) .
measurex is the leading supplier of controls for machines that turn pulp into paper, providing technologies for monitoring the condition of the machines that make paper as well as the quality of the paper they turn out. mr. paris says that a modern paper machine could use $ 2. 7 million of measurex equipment .
just found your page about measurex. i am a technician at honeywell, formerly measurex, qcs integration facility in north vancouver, bc, canada. started in the fall 2007. many techs and assemblers have been around much, much longer. they fondly remember the measurex time, when the company splurged on parties and such. the company name may be different, but the spirit that drives the place seems to have survived. there is a lot of camaraderie that makes it such a nice place to go to every day! nice to see that the history of measurex is not being forgotten. keep up the good work !
featured text / code editing with an early mouse - really handy compared to the keyboard controlled editing we were using. although very memory cramped by today' s standards, this wave of the future was developed about 10 miles from measurex. then steve jobs of apple, 2 miles from measurex, commercialized this idea with the
somehow a pool of $ 120 dollars was collected and that saturday night a delegation of mostly measurex software engineering showed up at the saddlerack to participate in the excitement .
system no 1 was at simpson lee paper in ripon ca. they made fine paper of various grades. i was measurex' s first field service engineer there .
in about 1970? , gunnar joined measurex as part of sensor development. the following are my recollections, corrected by john dahlquist, thanks much john: -) )
dave bossen and assorted vps loitered nearby with mellifluous music playing as the beer and wine flowed at a ‘end of the quarter’ party in the measurex parking lot; the consumed libations inspired jerry mccann to swiftly seize robin sinee and fling her over his shoulder to then hastily sprint away from the measurex assemblage while loudly exclaiming, as robin screamed, ……”i got mine! ” ty chen became mortified and feared that some would cease gainful employment owing to such frolics. fortunately, measurex leadership exhibited broad tolerance to such undomesticated behavior .
while in the venture capital business, bill draper was a founding investor in apollo computer dionex, integrated genetics, quantum, activision, measurex, hybritech, and lsi logic .
measurex acquired the north vancouver firm devron - hercules inc. in 1991. devron was a company specializing in solutions for cross directional optimization of the paper sheet in paper machines .
i was recently cleaning out my garage and discovered a bunch of promotional
giveaways
measurex used in the past. (see attached photo) the variety is quite impressive: - measurex - branded golf balls, - various pens, - key chains, - measurex - branded books about silicon valley, - beer mugs, - coasters / paper weights i know a variety of golf shirts were produced but i think those were for employees rather than customers. and i' m guessing there were many other promotional giveaways as well .
measurex systems, inc. v. state tax assessor: : 1985: : maine supreme judicial court decisions: : maine case law: : maine law: : us law: : justia
in 1968, bossen founded measurex corporation and was at its helm until 1997. this was a revolutionary period for the paper industry, since prior to this time few paper machines were equipped with on - line measurement sensors and control systems. the technology developed by measurex led to improved paper quality, reduced paper losses, better machine efficiency, energy savings and optimized use of raw materials .
a few years later, honeywell was bought by allied signal, which renamed its self to
honeywell
. allied signal / honeywell was strictly bean counters squeezing cash cow old measurex. see below
on may 24, 1978, the assessor imposed a use tax assessment against measurex systems (measurex) of $ 76, 870. 90 plus additional interest of $ 13, 619. 83. measurex protested the assessment and petitioned for a reconsideration pursuant to the version of 36 m. r. s. a. § 151 (supp. 1984) then in effect. [ 1 ] on august 22, 1979, the assessor denied the petition. measurex then appealed to the superior court for a hearing de novo under section 151. [ 2 ] after considerable delay, the parties submitted an agreed statement of facts. on march 8, 1984, the superior court affirmed the assessor' s decision that the systems were taxable but found that to the extent that software was customized, its cost was exempt as services. we review the decision of the superior court [ 3 ] to determine whether measurex has met its burden of proving that the transaction was not taxable. [ 4 ]
honeywell inc. and measurex corp. have reached an agreement, announced on january 27, to merge the two companies in an all - cash transaction valued at about $ 600 million, or about $ 35 per share. honeywell will start a tender offer for all measurex stock in an agreement approved by the board of directors of both companies. the merger is expected to be completed this month .
his vision from the beginning was to secure outstanding economic results for his customers so they could afford to pay a price that would enable measurex to have outstanding economic results for both its employees and shareholders. in addition, he wanted to provide an opportunity for personal growth for the employees so that as the company grew, they would grow. bossen also wanted measurex to be an enjoyable place to work .
bossen was so confident of his technology that he offered a “results guarantee” of 99% uptime operation. hence, as the “results company”, measurex grew rapidly installing over 3, 000 paper machine control systems worldwide by 1988. today, close to 100% of paper machines use on - line control systems benefitting from technologies developed by measurex (and subsequently by others) that allow paper machines to operate efficiently .
measurex corporation index part i. financial information - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
i´m the first measurex employed in brazil. i had been visiting this page and last week working on my office i found a nice picture received from dodie and dave bossen in december 1988. great times it was .
location total sq. ft. use - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - kuopio, finland 40, 000 measurex roibox oy' s offices, research and manufacturing operations. gaithersburg, maryland 100, 000 measurex dmc' s offices, research and manufacturing operations .
the first sucessful measurex grade change was made by a simpson lee backtender long before grade change was implemented in the software. he simply changed the bw target by 20lb not knowing the equipment was not designed to do it .
indeed, while news of the merger pushed measurex' s stock up $ 10. 50, to $ 34. 75, honeywell' s shares dipped just 62. 5 cents, closing at $ 69. 375 .
david a. bossen, chairman of the board of directors and chief executive officer, measurex corporation orion l. hoch director jeffery t. grade director john w. larson director j. w. mckittrick director graham tyson director
measurex service company limited was founded on 18 aug 1977 and has its registered office in dublin 4. . the organisation' s status is listed as
dissolved
. it had 3 directors at the time it closed .
i never met you, but your remarks sure ring a bell. my measurex experience served me to this day, for the reasons you state – good training, great boss, and “grow as much as you can” attitude .
some of the initial strikes against measurex within honeywell were caused by some executives stacking the books in their favor when they retired. that caused the year after their retirement to be a disaster which caused honeywell to come in heavy handed .
this is dave bossen at a reunion of ex - measurex folks at the duke of edinburgh - cupertino january 7, 2006, almost 40 years after he started measurex. there is a rumor that he still plays a good game of golf. good straight drives, ... when pressed for a weakness, the informant said that his chip shot game could improve; -) ) about 50 of us ex - measurex folks had a good time telling of the past and what we are doing now: -) ) (update - photo of big dave at jan 2007 reunion courtesy jeanne whitmer, organizer) this continues to be an annual event, a saturday evening in early january. about 60 folks -
harold welch got the picture (below )
from john swan who works for honeywell - measurex as a trainer here in the atlanta area. he said that the picture originated from terry kerr, an ex measurex field guy. also, while it looks like it could be system 1, i am not sure. the scanner is very short which was the case for system 1 at simpson lee in ripon ca .
folks think that is jerry patel behind the scanner heads .
i also had the distinction of getting called in to repair a system that had failed because the mains had shorted. at the back of the measurex unit where 3 long vertical power strips that feed the various pieces of equipment. the wires had rubbed along these strips wearing through the insulation and causing a massive short with sparks. i remember the mill guys clapping when i was trying to figure out what went wrong and then there were massive sparks flying out of the measurex unit. they thought it was me that caused the problem. i bowed gracefully and called my boss who was still sleeping. then the big boss dennis reminded me that i seemed to have my share of problems with measurex. after that i left for europe .
. i confess i must suffer some responsibility or accountability for the emergence of that nefarious episode in measurex history. my role in much of life from college on has been one of instigator, leaving the flowering of such instigation to more entrepreneurial types .
honeywell has been very active in expanding its products for the pulp and paper industry. this has been achieved by a combination of internal developments as well as acquisitions. this latest proposed acquisition of measurex will give honeywell a very strong presence in the pulp and paper industry. it combines honeywell' s strength in distributed control systems (dcss), pulp mill controls, and process control services with measurex' s strengths in sensor - based paper quality control systems (qcss), paper machine actuators, and paper quality control services .
honeywell already has a strong dcs focus on the paper industry. now this will be combined with the very aggressive and entrepreneurial organization of measurex. it will be interesting to watch as the two cultures seek a common value system and a common approach to the customers .
this is a picture of a scanner after measurex was purchased by honeywell. the scan heads go back and forth across the paper as a pair measuring
slices
( say 2 inches wide) of the sheet. if the customer has suitable equipment, measurex could control each say 2 inch slice to proper characteristics: -) ) gauges included moisture, fiber, (moisture vs fiber gave basis weight), color, thickness. a scanner was about 7 feet tall and up to 30 feet wide depending on customer equipment width .
honeywell insists it did not overpay for measurex. the $ 35 price represents 11 times pretax earnings and 8. 1 times cash flow; mr. bonsignore insists that buyers of industrial companies in the last year paid 16 times earnings and 11. 7 times cash flow .
tambakeras sums up the merger this way :
the number one priority is the customer, as honeywell and measurex define their combined systems and service organizations. honeywell will move rapidly on the merger to address the needs of customers in the area of products and support .
they started in a garage setup at 330 matthew street in santa clara (on the perimeter of san jose airport), later used by stormedia (a ridgid disk maker). later on measurex moved to the cupertino location when they bought the cannery property in monta vista .
honeywell has a long history of customer support. new products, such as the tps system, are backwards compatible with existing total distributed control (tdc) systems. and tdc 3000 systems were compatible with tdc 2000. this will continue as the honeywell and measurex systems converge .
having been with measurex from march 1971 to june of 1977 starting on mathew street, then # 1 results way in cupertino and then finally out of the portland, oregon office; well there were a lot of
interesting
stories to tell... and interesting people .
conclusion. dave bossen still bristles at the idea of retirement. in his new position as chairman and ceo, he will focus on long - term trends and opportunities. he is now focusing on potential acquisitions and business development. he has taken over direct control of the measurex systems div. in cincinnati, ohio, in an effort to change the paradigm to well - documented packaged systems. in the acquisition area, he is investigating several opportunities and considers the environmental field very interesting. and after 25 years, he still finds measurex an enjoyable place to work .
conclusion. dave bossen still bristles at the idea of retirement. in his new position as chairman and ceo, he will focus on long - term trends and opportunities. he is now focusing on potential acquisitions and business development. he has taken over direct control of the measurex systems div. in cincinnati, ohio, in an effort to change the paradigm to well - documented packaged systems. in the acquisition area, he is investigating several opportunities and considers the environmental field very interesting. and after 25 years, he still finds measurex an enjoyable place to work .
jim had an advanced degree in psychology, but had gotten hooked on the statistical aspect, and hence into programming. not only was he programming full time at measurex, he was a featured columnist in some unix / c publication, and he was supplementing his income doing contract software for others. he unfortunately did some work for jack tramiel, boss of commodore. jack was getting the name
jack - so sue me - tramiel
. he usually wouldn' t pay unless sued. painful lesson in various business practices. i never heard of measurex screwing anyone .
the first measurex system was installed on a fine paper machine at ripon, california. this was before my time but i worked there much later, after system # 1 had been replaced by system # 2000. the machine made fine paper, lots of colors, lots of weights .
recently, a few of us old ex - measurex guys living close to appleton wisconsin were invited to attend a dinner where dave bossen was inducted into the paper industry international hall of fame and honored for his contribution to the industry. darlene bossen and anders axellson were also in attendance .
it had better be. honeywell is paying $ 35 a share for measurex, a level the company' s stock has not seen since late 1995, when paper prices started to fall. it closed at $ 24 on friday, the last trading day before the merger was announced .
by that time, the six months was up - - my friend' s attempted document was not published. - he was not invited back. - there never was an approved document developed - - this was at measurex, the world leader in paper process control for over 20 years -
following a multi - year effort to streamline processes and enhance its internal infrastructure, honeywell - measurex announced plans nov. 16 to consolidate its facilities in finland. the company will combine its web inspection and imaging systems (wis) business unit with its printa unit during the next year, and will add its kuopio facility to its neaby varkaus operation. honeywell - measurex says the transition will be managed to prevent any disruption in deliveries or service to customers. wis systems manufacturing for north america will be tranferred to the new cupertino - based regional delivery center, due in mid - 1999 .
i gave two - weeks’ notice to jack in the box, figuring i could grind it out working graveyard, then 8 hours at measurex immediately thereafter, for a small amount of time. i learned differently very quickly. on my second day of work at measurex, i arrived about 20 minutes early from my restaurant gig and figured i’d take a short nap in my car. i woke up three hours later, ran in to the mail room, where carl (who had assumed that after my first day i had just walked out) gave me some good - natured razzing and doddy never said a word about it. on one of my breaks that day i called the manager at jack in the box and told him i was done. i worked at measurex until march of 1980, and i’ll never forget the warmth and family atmosphere that existed there at the time .
honeywell makes controls for machines that turn wood into pulp, and has a lot of experience making total - plant control systems for chemical and oil companies. like measurex, it gets about a third of its paper - related revenue from services, which offer much higher profit margins than manufacturing controls .
this project was the consolidation of honeywell - measurex from nine (9) existing buildings into four (4) buildings and the construction of a new manufacturing building. over the course of approximately one (1) year mai renovated / remodeled approximately 170, 000 sf of existing / occupied office / lab area
measurex corporation 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. measurex corporation - - - - - - - - - - - - - - - - - - - - - - - - - - - - (registrant) date: july 11, 1994 by: / s / carl a. thomsen - - - - - - - - - - - - - - - - - - - - - - - - - - senior vice president and chief financial officer 17
honeywell inc. , the minneapolis maker of electronic controls, said yesterday that it would acquire the measurex corporation, a cupertino, calif. , maker of controls for the paper industry, for $ 600 million in cash. the merger makes honeywell the leading seller of controls and services for pulp and paper plants .
if you have measurex repair problems, our expert customer service reps will help you solve them with workable, economical solutions. need a rush - repair? no problem, try our rush service. call 800 - 605 - 6419 now to speak to one of our customer service representatives, or use our contact page .
exhibit 23 - - consent of independent accountants we consent to the incorporation by reference in the registration statements of measurex corporation and subsidiaries on form s - 8 (file nos. 33 - 65762, 33 - 22589, 2 - 76707 and 2 - 67736) of our report dated december 19, 1995 on our audits of the consolidated financial statements of measurex corporation and subsidiaries as of december 3, 1995 and november 27, 1994 and for each of the three fiscal years in the period ended december 3, 1995 appearing on page 30 of measurex corporation' s 1995 annual report to shareholders and incorporated by reference in this annual report on form 10 - k and our report dated december 19, 1995 on the financial statement schedules of measurex corporation and subsidiaries as of december 3, 1995 and november 27, 1994 and for each of the three fiscal years in the period ended december 3, 1995, which report is included in this annual report on form 10 - k. / s / coopers & lybrand l. l. p. - - - - - - - - - - - - - - - - - - - - - - - - - - - - coopers & lybrand l. l. p. san jose, california february 29, 1996
one evening i ventured into san jose’s saddle rack to experience the largest bar in the area equipped with a mechanical bull and became quite fascinated with mud wrestling and the contemplation that some member of measurex’s more audacious staff could possibly vie for the much vaunted mud wrestling title. upon sharing my experience and hopes with some promising promoters the next day we quickly found many measurex hopefuls in attendance at the saddle rack the very next week. regrettably, i was unable to attend this first gathering, but fortunately for me, the bidding war for the privilege was lost to a more affluent congregation. but with little despair and brimming with great hope, the same assemblage returned to the saddle rack the following week and victory this time was ours. the honor of representing measurex fell to mike powell. mike performed admirably and was designated the winner of this hard fought contest with fame and celebrity his reward. sadly though, mike never defended his title and fell into mud wrestling historical obscurity afterwards .
second, measurex argues that the transaction should be exempt from the use tax pursuant to 36 m. r. s. a. § 1760 (31) (1978) as a use
by the purchaser... in the production of tangible personal property .
[ 7 ] in harold macquinn, inc. v. halperin, 415 a. 2d 818 (me. 1980), we determined that the bailment of machinery to another contractor was not use by the purchaser within the meaning of section 1760 (31). as we stated in macquinn, when the legislature intended to include leasing in exemptions from sales and use tax, it specifically said so. moreover, exemptions in tax statutes should be strictly construed. id. at 820. measurex has failed to demonstrate that its transaction is distinguishable from the bailment in macquinn. measurex has not shown, therefore, that the systems are in * 1195
use by the purchaser
as required by section 1760 (31) .
it' s the passing of an era for process control. three of the pioneers who changed the way that paper machine quality parameters are measured and controlled have recently turned over the daily operation of their companies to others. they are david bossen at measurex, david nelson at accuray (abb), and alois kohl at lippke (honeywell) .
measurex corporation 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. measurex corporation - - - - - - - - - - - - - - - - - - - - - - - - - - (registrant) date april 11, 1994 by / s / carl a. thomsen - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - senior vice president and chief financial officer 16
exhibit 23 - - consent of independent accountants we consent to the incorporation by reference in the registration statements of measurex corporation and subsidiaries on form s - 8 (file nos. 33 - 65762, 33 - 22589, 2 - 76707 and 2 - 67736) of our report dated december 17, 1996 (january 27, 1997 as to the information included in the note titled
subsequent event
) on our audits of the consolidated financial statements of measurex corporation and subsidiaries as of december 1, 1996 and december 3, 1995 and for each of the three fiscal years in the period ended december 1, 1996 appearing in this annual report on form 10 - k of measurex corporation and subsidiaries for the fiscal year ended december 1, 1996. / s / coopers & lybrand l. l. p. - - - - - - - - - - - - - - - - - - - - - - - - - - - - coopers & lybrand l. l. p. san jose, california february 21, 1997
most importantly, the merger will bring the two companies in line with a major industry trend, the integration of all steps in manufacturing operations. by themselves, neither honeywell nor measurex offered the controls or systems necessary to take paper items from raw material all the way to shipped product. but combining their operations will enable the companies to move toward integration .
following a multi - year effort to streamline processes and enhance its internal infrastructure, honeywell - measurex announced plans nov. 16 to consolidate its facilities in finland. the company will combine its web inspection and imaging systems (wis) business unit with its printa unit during the next year, and will add its kuopio facility to its neaby varkaus oper ...
the open
mix and match
approach is especially important for the north american and european paper makers .
i believe the merger will be good, because measurex is a strong quality control supplier, while honeywell is strong in dcs ,
commented tom grubb, director of information technology at donohue inc. he does not see a big impact on his mill .
report of independent accountants to the shareholders measurex corporation our report on the consolidated financial statements of measurex corporation and subsidiaries as of december 3, 1995 and november 27, 1994 and for each of the three fiscal years in the period ended december 3, 1995, has been incorporated by reference in this form 10 - k from page 30 of measurex corporation' s 1995 annual report to shareholders. in connection with our audits of such financial statements, we have also audited the related financial statement schedules listed in the index on page 13 of this form 10 - k. in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. / s / coopers & lybrand l. l. p. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - coopers & lybrand l. l. p. san jose, california december 19, 1995 14
i had a techwriter friend, bill hauser, who got a contract with measurex. the six month contract was to write the manual for calibrating a sensor which measured the weight of fiber in paper. the weight of fiber in an area of paper is called
basis weight
, that is the weight you see on a ream of paper - like 20 lbs .
i have a sign on my office door that reads ,
we don' t get paid for effort, we get paid for results
. it doesn' t matter that i' m the only one who knows where it came from, the message is clear. i think that little snippet of philosophy is what drives me. measurex will always be special .
the dde server for honeywell measurex is opc certified! opc certification is the process of ensuring that applications meet the standards specified by the opc foundation. opc certification requires extensive testing to ensure true interoperability. opc certification means multi - vendor system interoperability is guaranteed. if your opc products are not certified, you need to ask your vendor what sort of guarantees they offer .
impact on products. the merger is good for both companies because it gives honeywell an increased market and product presence in sensor - based quality systems for the paper mill, while measurex gets an excellent distributed control system platform upon which to base its sensors and applications. individually, both companies had attempted this development internally, but were not as successful as they had wished .
however, tantalizing near the conclusion of the testing period mike shelly, the measurex qa man assigned to herb’s system and unaware of this historic mission, audaciously documented a discrepancy into the hereto error free qa system log. understandably disconcerted by this shocking setback, herb departed the premises abruptly and his whereabouts remained uncertain for several days; sadly this terminated the last known grail quest .
dave, a world war ii veteran serving in the u. s. marine corps, would often proudly fly the u. s. marine corps flag alongside the american and state flags at the company headquarters in cupertino, ca. yet with all his success, he and his wife doris remained caring and affable as they kindly greeted anyone encountering them in the hallways of measurex .
report of independent accountants to the shareholders, measurex corporation our report on the consolidated financial statements of measurex corporation and subsidiaries is included on page 25 of this form 10 - k. in connection with our audit of such financial statements, we have also audited the related financial statement schedules listed in the index on page 29 of this form 10 - k. in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. / s / coopers & lybrand llp san jose, california december 17, 1996, except for the note titled
subsequent event
, as to which the date is january 27, 1997. 32
friday going away parties in the software department for measurex employees transitioning to other employments were usually raucous affairs and generally, with very few exceptions, persisting well past friday lunch hours, and some advancing into the evening hours as well. during one occasion at a hwy 9 restaurant, a male and female employee became embroiled in an inebriated tiff, in which the man dumped an iced drink in the lady’s lap. not to be outdone, the woman commenced to open up a ketchup container and vigorously wave the container past the fellow, who ducked at the precise moment, only to leave a line of ketchup on the wall behind him…. . an incensed waitress witnessing the scene at that critical juncture vigorously encouraged the measurex assemblage to vacate the premises with due haste. the subsequent party necessitated scheduling at another restaurant .
in north america and europe, both honeywell and measurex have strong organizations. the control systems market in these areas, as already mentioned, are primarily oriented around process and control equipment upgrades, as opposed to new mills and machines. as a result, suppliers must offer open systems that allow the users to
mix and match
components as they desire. openness is required to survive in these markets .
dave bossen is the most successful measurement and control entrepreneur in the pulp and paper industry. bossen started measurex in 1969. by 1993, he had built it to a company with revenues of $ 254 million and 2, 250 employees in 30 countries. he recently became chairman and chief executive officer, handing the day - to - day operations to john gingerich, who is now chief operating officer and president .
i arrived a little early (a bad habit i don' t seem to break; -) at the duke of edinburgh, cupertino. there was pat mcsweeney waiting for
the rest of us
- and she was wearing the old measurex badge. this was the style of badge i was issued in 1972 - george wells, employee # 3xx said the original badge at mathew street did not have a picture .
building a dec or hp system devoid of qa errors appeared unattainable and later emerged into a sort of an elusive holy grail in measurex legend. one heroic attempt, however, was documented to snatch this elusive prize. the man of the hour was herb baumgartner, our office neighbor and measurex programmer freshly entrusted with a project, now a quest, to create a new, but duplicate system he fashioned earlier for the same customer. herb, like the knight of grail legend, now seemed blessed by fate with the opportunity to craft the fabled “perfect system” and thus enter into the annals of results way legend. armed with prior knowledge of all qa errors, plus all known audit trail edits on the previous system, he meticulously lined up the foot high databases of old and new systems side - by - side to laboriously advance page by page to apprehend any elusive errors .
honeywell sells to the paper industry, too, of course, but few investors see honeywell' s future as tied to any one customer base. measurex and honeywell together sold about $ 600 million of equipment and services to paper companies last year - - a hefty chunk of the estimated $ 2. 2 billion world market for pulp and paper controls, but a fraction of honeywell' s $ 7. 3 billion sales last year .
he invited me down to the bar after grading my tests and we had a pitcher of beer - - he stood up, shook my hand and said i' d get plane tickets to cupertino on monday! that' s how measurex moved in those days - - strike like a cobra. i was there 2 years. one extra job the fe had in snowflake was to also maintain the mill' s railroad crossing light electrics. what a kick !
when a system order was determined by the sensors, we often got the order. this was especially true in difficult situations such as high - temperature positions, places with high vibration, or sheets with a lot of chemicals in them. this tended to restrict us to more of the specialty business. when a system was ordered for mass products, such as newsprint and liner, we would lose out to measurex and accuray. another reason we would lose is that we did not sell our systems on a money - back guarantee basis with a baby - sitter; my business philosophy would not allow me to do that. as a result, we never were in the red financially, but on the other hand, this may have restricted our growth. it was also difficult for us to compete with measurex and accuray as their home market was about 50% of the business, whereas europe only represents about 25% of the market.
measurex was an american company based in cupertino , california . measurex was one of the first companies to develop computer control systems for industry , primarily the paper-making industry . the development of the control systems included the development of control software , and development of scanning sensors to measure different properties of paper . the company was acquired by honeywell in march 1997 , at a price tag of almost $ 600 million . at the acquisition , measurex had 2,250 employees in 30 countries and a revenue of $ 254 million . 
measurex was an american company based in cupertino, california. measurex was one of the first companies to develop computer control systems for industry, primarily the paper-making industry. the development of the control systems included the development of control software, and development of scanning sensors to measure different properties of paper. the company was acquired by honeywell in march 1997, at a price tag of almost $ 600 million. at the acquisition, measurex had 2,250 employees in 30 countries and a revenue of $ 254 million.
measurex was an american company based in cupertino, california. measurex was one of the first companies to develop computer control systems for industry, primarily the paper-making industry. the development of the control systems included the development of control software, and development of scanning sensors to measure different properties of paper. the company was acquired by honeywell in march 1997, at a price tag of almost $ 600 million. at the acquisition, measurex had 2,250 employees in 30 countries and a revenue of $ 254 million.