<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended September 29, 1996

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

    For the transition period from _______ to ________

Commission file number 0-19717

                                 WPI GROUP, INC.
                                 ---------------
                 (Name of small business issuer in its charter)

 New Hampshire                                         02-0218767
 -------------                                         ----------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification Number)

1155 Elm Street, Manchester, New Hampshire                    03101
------------------------------------------                    -----
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (603) 627-3500
                           --------------
    
Securities registered under Section 12(b) of the Act: None
                                                      ----

Securities registered under Section      
12(g) of the Act:                        Common Stock, par value $.01 per share
                                         --------------------------------------
                                                    (Title of Class)
                                                                              

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes  X  No
                                                                   ---    ---

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this form 10-KSB, or any amendment to this Form 10-KSB [ ]

Issuer's revenues for its most recent fiscal year were $47,498,058.

As of December 5, 1996, the aggregate market value of the 5,057,958 outstanding
shares of voting stock held by non-affiliates of the issuer was $37,934,685.

As of December 5, 1996, 5,952,922 shares of the Issuer's Common Stock, par value
$.01 per share, were issued and outstanding.


                       Documents Incorporated by Reference
                       -----------------------------------
 
      Portions of the following documents are incorporated by reference in this
report Form 10-KSB:

1)   Annual Report to Shareholders for fiscal year ended September 29, 1996 
     (Part II).

2)   Proxy Statement dated December 12, 1996 for the Issuer's Annual
     Shareholder's Meeting to be held on February 12, 1997 (Part III).


<PAGE>   2
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------
   
GENERAL
-------

WPI Group, Inc. is a diversified technology company serving a number of
commercial markets worldwide. The Company is organized into two operating
groups: the Information Solutions Group which develops, manufactures and markets
rugged, hand-held, programmable terminals, as well as DOS and Windows-based
computers, diagnostic tools and expert decision support and diagnostic software;
and the Power Solutions Group which designs, manufactures and markets electronic
ballasts, electro-mechanical linear actuators (solenoids), transformers and
power systems.

The Company was incorporated in New Hampshire in 1948 and its corporate
headquarters are located at 1155 Elm Street, Manchester, New Hampshire, 03101.
The Company's telephone number is (603) 627-3500.

Information Solutions Group
---------------------------

The Information Solutions Group, consisting of WPI Termiflex, Inc., WPI Micro
Processor Systems, Inc., WPI DecisionKey, Inc. and WPI Oyster Terminals, Limited
designs, manufactures and markets programmable DOS-based terminals and hand-held
computers used in telecommunications, utilities and industrial automation
applications; and diagnostic tools, expert decision support and diagnostic
software, and other devices used in the transportation and other industries.

Power Solutions Group
---------------------

The Power Solutions Group, consisting of WPI Electronics, WPI Power Systems and
WPI Magnetec, produces large magnetic transformers and power systems used in
elevators, thermal processing and industrial microwave applications; solenoids
used in industries such as instant photography, dot matrix printers and ground
fault safety devices; and electronic lamp ballasts used to power arc lamps used
in multi-media projection equipment, medical endoscopes, entertainment, track
and security lighting applications.

BUSINESS DEVELOPMENT
--------------------

The Company's mission is to grow its business, both internally and through
acquisitions of complementary business and product lines. Internally, the
Company grows its business by delivering products to targeted niche markets
using its engineering expertise, high quality manufacturing and reliable service
and support to its customers. The Company seeks to provide innovative,
cost-effective solutions to its customers' requirements in specialized growing
markets.

In September 1993 the Company acquired the solenoid product line from Magnetec
Corporation, a Connecticut-based manufacturer of dot matrix printers.

In May 1994, the Company completed the acquisition of all of the outstanding
stock of Termiflex Corporation, a Merrimack, New Hampshire-based manufacturer of
very rugged hand-held and panel-mounted programmable terminals. The acquisition
allowed the Company to expand into the rapidly growing market for industrial
information solutions. Later that year in September 1994, the Company acquired
all of the outstanding stock of Micro Palm Computers, Inc., a Clearwater,
Florida-based manufacturer of rugged, DOS/386 compatible hand-held PC's designed
for use in hostile, field-based applications. Micro Palm's operations were moved
to Termiflex's Merrimack, New Hampshire facility in 1994.

In November 1995 the Company acquired all of the outstanding stock of Micro
Processor Systems, Inc. ("MPSI"), a Michigan-based manufacturer of diagnostic
and information related systems and equipment, including Windows[Registered
Trademark] based computers, for the automotive and heavy duty vehicle
industries. Included in that acquisition was AI Squared (now known as WPI
DecisionKey, Inc.), a developer and marketer of advanced diagnostic and
decision support software. These acquisitions gave the Company a significant
presence in the growing market  for information systems in the transportation
industry.


<PAGE>   3

In July 1996 the Company acquired all of the outstanding stock of Oyster
Terminals Limited, a U.K.-based manufacturer of rugged hand-held terminals,
including RF terminals, used in a variety of industries. Oyster is widely-known
in Europe and the United States for the wide variety of options available on its
standard terminals and for its ability to customize for unique applications.

PRODUCT DEVELOPMENT
-------------------

Management believes that its commitment to product development in its
Information Solutions and Power Solutions groups is a critical element of its
strategy aimed at exploiting niche markets. The Company's product development
activities are focused on the design of products identified by both its
customers and its sales and marketing groups. A key element of the Company's
product development activities is the enhancement of product offerings based on
its existing technologies.

RESEARCH AND PRODUCT DEVELOPMENT
--------------------------------

The Company charged to operations approximately $954,000, $1,509,000 and
$2,940,000 for research and new product development in fiscal 1994, 1995 and
1996, respectively. Expenditures on research and new product development
represented 5.6%, 5.8% and 6.2% of net revenues in fiscal 1994, 1995 and 1996,
respectively. These charges represent the Company's continuing efforts to
develop new technologies for future products.

CUSTOMERS
---------

For the year ended September 29, 1996, two customers accounted for 11% and 10%,
respectively, of total Company sales. For the years ended September 24, 1995 and
September 25, 1994, one of these customers accounted for 12% and 17%,
respectively, of total Company sales.

PATENTS AND PROPRIETARY INFORMATION
-----------------------------------

The Company has a number of United States and foreign patents on certain
products. The Company also relies on trade secrets, in-house expertise and
technological advancement to maintain its competitive position.

The Company does not believe patent protection to be significant to its current
operations. However, the Company considers its patents to be a strong deterrent
against unauthorized copying of its products and key product attributes. The
Company believes in vigorously protecting its rights under its patents.

Similarly, the Company and its subsidiaries have certain registered trademarks,
none of which are considered significant to current operations.

COMPETITION
-----------

Lamp Ballasts
-------------

The major competitive factors in the lamp ballast market are performance
features, reliability, physical design characteristics and cost. The Company's
principal competition in this market segment has been from manufacturers of
magnetic lamp ballasts and manufacturers of lighting equipment using arc lamps
who manufacture their own lamp ballasts.

The Company has very limited competition in the market for ballasts in
endoscopes incorporating metal halide arc lamps. The Company's principal sources
of competition in the metal halide lamp ballast market outside of endoscopes are
manufacturers of magnetic lamp ballasts. In such applications where cost is a
more important factor than flicker-free illumination and size and weight,
magnetic lamp ballasts are often preferred over the Company's electronic
Safe-Arc ballast.

The Company has developed and is presently selling a line of xenon lamp ballasts
for use in the medical endoscope and entertainment market in order to enhance
its competitive position and increase its market share. There are companies
presently selling xenon ballasts. These companies primarily sell their ballasts
as a component of a light source and principally serve lower volume users who do
not have the resources or capability to design their own complete light source.



<PAGE>   4

While the Company currently has very limited competition in the electronic metal
halide ballast market, there can be no assurance that the Company will not face
effective competition in the future from parties who may have greater resources
than the Company.

Custom Electronic Power Supplies and Power Systems
--------------------------------------------------

The Company has established competitors in the markets for custom electronic
power supplies and power systems. The major competitive factors in those markets
are applications knowledge, product reliability and fully integrated design and
manufacturing. Certain competitors in the custom electronic power supply market
may have greater financial, technological and marketing resources than the
Company.

Electro-Mechanical Linear Actuators (Solenoids)
-----------------------------------------------

The Company has several established competitors in the market for solenoids,
some of which are larger than the Company and some of which are smaller than the
Company. The major competitive factors in the market for solenoids are
reliability, applications knowledge, delivery schedule and price. The Company
believes that it competes favorably against its competitors with respect to each
of those factors. Reliability is a key competitive factor because while the
price of a solenoid is relatively small in relation to the components that go
into a product, the failure of the solenoid will, in most cases, render the
entire product in which it is incorporated unusable. Certain competitors in the
solenoid market may have greater financial, technical and marketing resources
than the Company.

Programmable and DOS-based, Hand-Held Terminals and Computers
-------------------------------------------------------------

The major competitive factors in the programmable and DOS-based hand-held
terminals and computer markets are product performance, custom features,
software support and ruggedness. The Company has several competitors in
specified niche markets. The data entry terminal market is served by companies
with significantly greater resources than the Company, which have developed
terminals to complement their own product line and to be sold as a stand-alone
product. Many of the Company's potential customers now satisfy their control
panel needs by designing and producing their own packaged units or conventional
terminals. Management believes that the Company competes effectively in this
market by offering products that are rugged and easily customized and by
providing excellent customer service.

Diagnostic Systems, Computers, Software and Other Devices
---------------------------------------------------------

Currently these products are sold primarily to the transportation industry. The
major competitive factors in this market include product features, portability,
product knowledge and customer service. The Company has a number of competitors
in certain segments of the transportation market. Some of the competitors have
significantly greater resources than the Company. Management believes that the
Company competes effectively in these markets by offering innovative, rugged and
portable products and by providing excellent customer service.

EMPLOYEES
---------

The Company employs 402 people, 231 of whom work in manufacturing, 59 of whom
work in administration, 62 of whom work in product development and 50 of whom
work in sales and marketing. None of the Company's employees are represented by
a union, and management believes that the Company's employee relations are good.


ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

The Company currently owns and operates in properties located in Warner and
Merrimack, New Hampshire and Newport, Wales, U.K.. The Warner property is
comprised of approximately 80,000 square feet of modern facilities. The
Merrimack property is comprised of approximately 38,000 square feet of modern
facilities. The Newport property is comprised of approximately 10,000 square
feet of manufacturing facilities. The Company leases approximately 17,000 square
feet of modern facilities in Sterling Heights, Michigan. The Company leases
approximately 10,000 square feet of office space in Manchester, New Hampshire
which houses its corporate offices, approximately 3,000 square feet in Newport,
Wales, U.K. which houses sales and marketing offices and approximately 500
square feet of office space in Tampa, Florida, which houses sales offices. The
Company believes that its existing space is adequate for its current needs.



<PAGE>   5

ENVIRONMENTAL PROTECTION
------------------------

The Company believes that its manufacturing operations and properties are in
material compliance with existing federal, state and local provisions enacted to
protect the environment. Such compliance has been achieved without material
effect on the Company's earnings or competitive position.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

The Company is not a party to any litigation that in management's opinion would
have a material adverse effect upon the Company's financial position or results
of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

Not applicable.


                                     PART II

ITEM 5. MARKET FOR ISSUER'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------

The information required by this item is incorporated herein by reference to the
information captioned "Corporate Information" and "Shareholder Information" on
the inside back cover of the Issuer's Annual report to Shareholders for the
fiscal year ended September 29, 1996 (the "1996 Annual Report").

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-----------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

The information required by this item is incorporated herein by reference to the
information captioned "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 13 of the 1996 Annual Report.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The financial statements of the Issuer required by this item are incorporated
herein by reference to pages 14 through 23 of the 1996 Annual Report.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER
------------------------------------------------------

(a)  DIRECTORS. The information with respect to directors required by this item
     is incorporated herein by reference to pages 2 and 3 of the Issuer's Proxy
     Statement dated December 12, 1996 for the annual shareholders meeting to be
     held on February 12, 1997 (the "1996 Proxy Statement").

(b)  EXECUTIVE OFFICERS. The information with respect to executive officers
     required by this item is set forth below:

                        EXECUTIVE OFFICERS OF THE ISSUER

NAME                     AGE     POSITION WITH THE COMPANY
----                     ---     -------------------------

Michael Foster           61      Chairman of the Board of Directors and
                                 Chief Executive Officer

Dennis M. Deegan         52      President and Chief Operating Officer

Dr. John K. Allen        44      Vice President, Power Solutions Group

Karen S. Hebert          36      Vice President, Human Resources

Timothy G. Jones         52      Vice President, Information Solutions
                                 Group

Michael B. Tule          35      Vice President, General Counsel and
                                 Secretary

<PAGE>   6

Michael Foster, Chairman of the Board of Directors and Chief Executive Officer,
led the leveraged buy-out of the Company from Walker Magnetics Group, Inc. in
October 1988.

Dennis M. Deegan has served as President and Chief Operating Officer of the
Company since June 1996. From October 1988 to June 1996, Mr. Deegan served as
Executive Vice President, Treasurer and Chief Financial Officer.

Dr. John K. Allen has served as Vice President, Power Solutions Group since
November 1995. From August 1995 he served as Corporate Vice President of
Planning and Development. From December of 1994 to August 1995, he served as
Director of Planning and Development. From 1985 to December 1994, Dr. Allen was
President of his own consulting firm, Allen Associates.

Karen S. Hebert has served as Vice President of Human Resources since August
1995. From November 1993 to August 1995, she served as Director of Human
Resources. From 1987 until 1993, Ms. Hebert served as Manager of Human Resources
with the Company.

Timothy G. Jones has served as Vice President, Information Solutions Group since
November 1995. Prior to this date, Mr. Jones served as Assistant to the
Chairman. From 1993 to 1995, Mr. Jones was President of Ionic Fuel Technology,
Inc. From 1991 to 1995, Mr. Jones was President of Plume & Atwood, Inc..

Michael B. Tule has served as Vice President and General Counsel of the Company
since March 1996. Mr. Tule has served as Secretary since December 1994. From
1987 to 1996, Mr. Tule was an attorney at McLane, Graf, Raulerson & Middleton,
Professional Association.


ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The information required under this item is incorporated herein by reference to
pages 5, 6 and 7 of the 1996 Proxy Statement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The information required by this item is incorporated herein by reference to
page 3 of the 1996 Proxy Statement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

None.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
------------------------------------------------------------------------

(a)       Documents filed as part of the Report:

            (1)   Financial Statements of the Issuer and Report of Independent
                  Public Accountants thereon incorporated herein by reference to
                  pages 14 through 23 of the 1996 Annual Report.

                  Consolidated Balance Sheets, September 29, 1996 and September
                  24, 1995.

                  Consolidated Statements of Income for the Years Ended
                  September 29, 1996 and September 24, 1995.

                  Consolidated Statements of Stockholder's Equity for the Years
                  Ended September 29, 1996 and September 24, 1995.

                  Consolidated Statements of Cash Flows for the Years Ended
                  September 29, 1996 and September 24, 1995.

                  Notes to Consolidated Financial Statements.

                  Report of Independent Public Accountants.




<PAGE>   7

            (2)   Exhibits:

                  Incorporated by reference to the Exhibit Index at the end of
                  this report.

      (b) The Issuer has filed the following reports on Form 8-K since the
      beginning of the quarter ended September 29, 1996:

                  NONE




<PAGE>   8

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Issuer has duly caused this report to be signed on its
behalf of the undersigned, thereunto duly authorized.

                                                WPI GROUP, INC.

December 20, 1996                               By: /s/ Michael Foster
                                                    --------------------   
                                                    Chairman


      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 Issuer in
the capacities and on the dates indicated.

Signature                 Title                               Date
---------                 -----                               ----

/s/ Michael Foster        Director, Chairman                  December 20, 1996
------------------        and Chief Executive Officer
                          (Principal Executive Officer)


/s/ Dennis M. Deegan      Director, President and             December 20, 1996
--------------------      Chief Operating Officer 
                          (Principal Financial and 
                          Accounting Officer)


/s/ Peter D. Danforth     Director                            December 20, 1996
----------------------
Peter D. Danforth


/s/ Paul G. Giovacchini   Director                            December 20, 1996
-----------------------
Paul G. Giovacchini


/s/ Dennis M. Deegan for  Director                            December 20, 1996
------------------------
Irving Gutin *


/s/ Robert C. McCray      Director                            December 20, 1996
--------------------
Robert C. McCray


/s/ Bernard H. Tenenbaum  Director                            December 20, 1996
------------------------
Bernard H. Tenenbaum




* By power of attorney










<PAGE>   9

                                  EXHIBIT INDEX

      Certain of the following exhibits, designated with an asterisk (*) are
filed herewith. The exhibits not designated have been previously filed with the
Commission and are incorporated herein by reference to the documents indicated
following the descriptions of such exhibits.

                                                                    Page No.
   Exhibit No.   Description                                    Of Paper Filing
   -----------   -----------                                    ---------------
                                                           

    * 3.1        Amended and Restated Articles of Incorporation of
                 WPI Group, Inc.

      3.2        Bylaws of WPI Group, Inc. are incorporated by 
                 reference to Exhibit 3.2 of the Registrant's 
                 Registration on Form S-4 filed with the Commission 
                 on February 22, 1994, Registration  No. 33-75656.
                   

      4.1        Revolving Line of Credit Promissory Note, dated 
                 October 24, 1995 is incorporated by reference to 
                 Exhibit 4.8 of the Registrant's Report on Form 
                 10-KSB for the year ended September 24, 1995.
                 

      4.2        Commercial Loan Agreement, dated October 24, 1995, 
                 is incorporated by reference to Exhibit 4.9 of the 
                 Registrant's Report on Form 10-KSB for the year 
                 ended September 24, 1995.

    * 4.3        Revolving Line of Credit Promissory Note, dated 
                 March 20, 1996, replacement to Revolving Line of 
                 Credit Promissory Note dated October 24, 1995.
                 

    * 4.4        First Amendment, dated March 20, 1996, to Commercial 
                 Loan Agreement dated October 24, 1995.
                 

    * 4.5        Revolving Line of Credit Promissory Note, dated 
                 July 12, 1996, replacement to Revolving Line of 
                 Credit Promissory Note dated March 20, 1996.

    * 4.6        Second Amendment, dated July 12, 1996 to Commercial 
                 Loan Agreement dated October 24, 1995.

      4.7        Asset Purchase Agreement dated September 28, 
                 1993 among WPI Group, Inc. and Magnetec Corporation 
                 and Tridex Corporation, previously filed and 
                 incorporated by reference to Registrant's report
                 on Form 10-KSB for the year ended September 26, 1993.

      4.8        Agreement and Plan of Merger, dated as of January 
                 27, 1994, by and between WPI Group, Inc. and 
                 Termiflex Corporation, previously filed and 
                 incorporated by reference to Exhibit 28.11 of 
                 Registrant's report on Form 8-K filed on September
                 30, 1994.

      4.9        Agreement and Plan of Merger, dated August 31, 
                 1994, by and between WPI Group, Inc. and Micro Palm 
                 Computers, Inc., previously filed and incorporated by 
                 reference to Exhibit 28.11 of Registrant's report on 
                 Form 8-K filed on September 30, 1994.

     4.10        Stock Purchase Agreement, dated November 7, 1995 
                 between WPI Group, Inc. and IVHS Technologies, Inc. 
                 previously filed and incorporated by reference to 
                 Exhibit 28.13 of Registrant's report on Form 8-K, 
                 dated November 10, 1995.

     4.11        Share Purchase Agreement dated July 16, 1996 by 
                 and between WPI Group (U.K.) and D.R. Watkins and 
                 others, previously filed and incorporated by reference 
                 to Exhibit 28.15 in Registrant's report on Form 8-K, 
                 dated July 16, 1996.

<PAGE>   10
                                                                    Page No.
   Exhibit No.   Description                                    Of Paper Filing
   -----------   -----------                                    ---------------

      10.1       Walker Power, Inc. Employee Stock Purchase Plan 
                 and Bonus Award Plan adopted May 7, 1992 
                 previously filed and incorporated by reference 
                 to Exhibit 28.1 of Registrant's Registration on 
                 Form S-8 filed on June 1, 1992, Registration
                 No. 33-48285.

      10.2       Termiflex Corporation 1981 Employee Incentive 
                 Stock Option Plan, previously and incorporated 
                 by reference to Exhibit 10.1 of the Termiflex 
                 Registration Statement No. 2-85910-B on Form S-8.
                 

      10.3       The 1992 Stock Option Plan for Directors of Micro 
                 Palm Computers, Inc. previously filed and 
                 incorporated by reference to Exhibit 99.4 of the 
                 Registrant's Registration Statement on Form S-8 
                 filed February 28, 1996, Registration No. 333-1696.
                 

      10.4       Noncompetition agreement, dated January 17, 1994, 
                 by and between WPI Group, Inc. and William E. 
                 Fletcher previously filed and incorporated by 
                 reference to Exhibit 10.7 of the Registrant's 
                 report on Form 10-KSB for the year ended
                 September 25, 1996.
                 

      10.5       Employment contract, dated September 23, 1994, by 
                 and between WPI Termiflex, Inc., WPI Micro Palm, 
                 Inc. and Velton S. Casler previously filed and 
                 incorporated by reference to Exhibit 10.8 of the 
                 Registrant's report on Form 10-KSB for the year ended
                 September 25, 1996.

      10.6       Lease agreement, dated October 7, 1994, by and
                 between WPI Group, Inc. and State Mutual Life 
                 Assurance Company of America previously filed and 
                 incorporated by reference to Exhibit 10.9 of the
                 Registrant's report on Form 10-KSB for the year 
                 ended September 24, 1995.

      10.7       WPI Group, Inc. 1995 Stock Option Plan, adopted 
                 June 6, 1995 previously filed and incorporated by 
                 reference to Exhibit 10.10 of Registrant's report 
                 on Form 10-KSB for the year ended September 24, 1995.

    * 10.8       WPI Group, Inc. Change In Control Plan adopted
                 December 15, 1995.

    * 13         Portions of the 1996 Annual Report.

    * 21         List of subsidiaries of the Registrant as of
                 September 29, 1996.

    * 23         Consent of Arthur Andersen LLP.

    * 24         Power of Attorney.

    * 27         Financial Data Schedule [Electronic Filing Only].