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<SEC-DOCUMENT>0000076267-01-500013.txt : 20010627
<SEC-HEADER>0000076267-01-500013.hdr.sgml : 20010627
ACCESSION NUMBER:		0000076267-01-500013
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010225
FILED AS OF DATE:		20010524

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PARK ELECTROCHEMICAL CORP
		CENTRAL INDEX KEY:			0000076267
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTED CIRCUIT BOARDS [3672]
		IRS NUMBER:				111734643
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-04415
		FILM NUMBER:		1647395

	BUSINESS ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
		BUSINESS PHONE:		5163544100

	MAIL ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>test10k6.txt
<DESCRIPTION>10-K DOCUMENT
<TEXT>


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 10549


                                   FORM 10-K

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended February 25, 2001

OR

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

     For the transition period from ________ to _______

                         Commission file number 1-4415

                          Park Electrochemical Corp.
            (Exact Name of Registrant as Specified in Its Charter)

    New York                                 11-1734643
    (State or Other Jurisdiction of          (I.R.S. Employer
    Incorporation of Organization)           Identification No.)

    5 Dakota Drive, Lake Success, New York   11042
    (Address of Principal Executive          (Zip Code)
    Offices)

Registrant's telephone number, including area code
(516) 354-4100

Securities registered pursuant to Section 12(b) of the Act:

   Title of Each Class                     Name of Each Exchange
                                           on Which Registered
   Common Stock, par value $.10 per share  New York Stock
                                           Exchange
   Preferred Stock Purchase Rights         New York Stock
                                           Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

[cover page 1 of 2 pages]
      Indicate  by check mark if disclosure of delinquent filers  pursuant  to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to  the  best  of  registrant's knowledge, in definitive proxy or  information
statements  incorporated by reference in Part III of this  Form  10-K  or  any
amendment to this Form 10-K.       [X}

      State  the  aggregate market value of the voting and  non-voting  common
equity  held  by non-affiliates of the registrant. The aggregate market  value
shall  be  computed by reference to the price at which the common  equity  was
sold,  or  the  average bid and asked prices of such common equity,  as  of  a
specified date within 60 days prior to the date of filing.

                             Aggregate Market    As of Close of
      Title of Class               Value           Business On
  Common Stock,par  value
  $.10 per share               $453,729,580*      May 18, 2001

      Indicate  the  number of shares outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.

                                  Shares         As of Close of
      Title of Class            Outstanding        Business On
  Common Stock,par  value
  $.10 per share                19,390,153        May 18, 2001

DOCUMENTS INCORPORATED BY REFERENCE

Proxy  Statement for Annual Meeting of Shareholders to be held July  18,  2001
incorporated by reference into Part III of this Report.


*Included in such amount are 1,463,353 shares of common stock valued at $23.40
per  share and held by Jerry Shore, the Registrant's Chairman of the Board and
a member of the Registrant's Board of Directors.








(page>
                          TABLE OF CONTENTS

                                                                Page
PART I

Item 1.   Business
Item 2.   Properties
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of Security
          Holders
          Executive Officers of the Registrant

PART II

Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations
          Factors That May Affect Future Results
Item 7A.  Quantitative and Qualitative Disclosures About
          Market Risk
Item 8.   Financial Statements and Supplementary Data
Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

PART III

Item 10.  Directors and Executive Officers of the
          Registrant
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management
Item 13.  Certain Relationships and Related Transactions

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K

SIGNATURES

FINANCIAL STATEMENT SCHEDULES
  Schedule II - Valuation and Qualifying Accounts

EXHIBIT INDEX



                                    PART I

Item 1.   Business.

General

   Park Electrochemical Corp. ("Park"), through its subsidiaries (unless the
context otherwise requires, Park and its subsidiaries are hereinafter called
the "Company"), is primarily engaged in the design, production and marketing
of advanced electronic materials used to fabricate complex multilayer printed
circuit boards and other electronic interconnection systems. Park specializes
in advanced materials for high layer count circuit boards and high speed
digital broadband telecommunications, internet and networking applications.
Park's electronic materials business operates under the "Nelco" name through
fully integrated business units in Asia, Europe and North America. The
Company's major electronic materials manufacturing facilities are located in
Singapore, England, France, Germany, New York, Arizona and California.

   The Company is also engaged in the design, production and marketing of
specialty adhesive tapes and films through its Dielectric Polymers subsidiary
in Holyoke, Massachusetts and advanced composite materials through its
FiberCote Industries subsidiary in Waterbury, Connecticut for the electronics,
aerospace and industrial markets.

   Park was founded in 1954 by Jerry Shore, the Company's Chairman of the
Board and largest shareholder.

   Unless otherwise indicated, all information in this Report has been
adjusted to give effect to the Company's three-for-two stock split in the form
of a stock dividend, which was distributed November 8, 2000 to shareholders of
record at the close of business on October 20, 2000.

   In the fiscal years ended February 28, 1999 and February 27, 2000, the
Company's business was divided into two industry segments: (1) electronic mate
rials and (2) engineered materials and plumbing hardware. However, during the
fourth quarter of the 2000 fiscal year, the Company decided to close and
liquidate the plumbing hardware portion of its engineered materials and
plumbing hardware business segment. See Notes 14 and 15 of the Notes to
Consolidated Financial Statements in Item 8 of this Report for information
concerning the closure of the plumbing hardware business. In addition, in the
fiscal year ended February 25, 2001, the engineered materials and plumbing
hardware businesses comprised less than 10% of the Company's consolidated
revenues, earnings and assets, and the Company considered itself to operate in
one business segment. See Note 12 of the Notes to Consolidated Financial
Statements in Item 8 of this Report for information concerning the Company's
business segments.

   The sales and long-lived assets of the Company's operations by geographic
area for the last three fiscal years are set forth in Note 12 of the Notes to
Consolidated Financial Statements in Item 8 of this Report. The Company's
foreign operations are conducted principally by the Company's subsidiaries in
England, France, Germany and Singapore. The Company's foreign operations are
subject to the impact of foreign currency fluctuations. See Note 1 of the
Notes to Consolidated Financial Statements in Item 8 of this Report.

Electronic Materials Operations

   The Company is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed circuit
boards and other electronic interconnect systems, such as multilayer back-
planes, wireless packages, high speed/low loss multilayers, high density
interconnects ("HDIs") and semiconductor packaging systems. The Company's
multilayer printed circuit materials include copper-clad laminates and
prepregs. The Company has long-term relationships with its major customers,
which include leading independent printed circuit board fabricators,
electronic manufacturing service companies, electronic contract manufacturers
and, to a lesser extent, major electronic equipment manufacturers. Multilayer
printed circuit boards and interconnect systems are used in virtually all
advanced electronic equipment to direct, sequence and control electronic
signals between semiconductor devices (such as microprocessors and memory and
logic devices), passive components (such as resistors and capacitors) and
connection devices (such as infra-red couplings, fiber optics and surface
mount connectors). Examples of end uses of the Company's printed circuit
materials include high speed routers and servers, supercomputers, laptops,
satellite switching equipment, cellular telephones and transceivers and
wireless personal digital assistants ("PDAs"). The Company has developed long-
term relationships with major customers as a result of its leading edge
products, extensive technical and engineering service support and responsive
manufacturing capabilities.

   Park believes it founded the modern day printed circuit industry in 1957
by inventing a composite material consisting of an epoxy resin substrate
reinforced with fiberglass cloth which was laminated together with sheets of
thin copper foil. This epoxy-glass copper-clad laminate system is still used
to construct the large majority of today's advanced printed circuit products.
The Company also believes that in 1962 it invented the first multilayer
printed circuit materials system used to construct multilayer printed circuit
boards. The Company also pioneered vacuum lamination and many other
manufacturing technologies used in the industry today. In addition, the
Company's subsidiary, Dielektra GmbH in Germany, which the Company acquired in
1997, owns a patented process for continuously producing thin copper-clad
laminates for printed circuit board applications. The Company believes it is
one of the industry's technological leaders.

   As a result of its leading edge products, extensive technical and
engineering service support and responsive manufacturing capabilities, the
Company expects to continue to take advantage of several industry trends.
These trends include the increasing global demand for electronic products and
technology, the increasingly advanced electronic materials required for
interconnect performance and manufacturability, the increasing miniaturization
and portability of advanced electronic equipment, the consolidation of the
printed circuit board fabrication industry and the time-to-market and time-to-
volume pressures requiring closer collaboration with materials suppliers.

   The Company believes that it is one of the world's largest manufacturers
of multilayer printed circuit materials and the market leader in North
American and Southeast Asia. It also believes that it is the only significant
independent manufacturer of multilayer printed circuit materials in the world.
The Company was the first manufacturer in the printed circuit materials
industry to establish manufacturing presences in the three major global
markets of North America, Europe and Asia, with facilities established in
Europe in 1969 and Asia in 1986.

   Industry Background

   The electronic materials manufactured by the Company and its competitors
are used to construct and fabricate complex multilayer printed circuit boards
and other advanced electronic interconnect systems. Multilayer printed circuit
materials consist of prepregs and copper-clad laminates, as well as semi-
finished multilayer printed circuit board panels. Prepregs are chemically and
electrically engineered plastic resin systems which are impregnated into and
reinforced by a specially manufactured fiberglass cloth product or other woven
or non-woven reinforcing fiber. This insulating dielectric substrate is .030
inch to .002 inch in thickness or less in some cases. These resin systems are
usually based upon an epoxy chemistry. One or more plies of prepreg are
laminated together to form an insulating dielectric substrate to support the
copper circuitry patterns of a multilayer printed circuit board. Copper-clad
laminates consist of one or more plies of prepreg laminated together with
specialty thin copper foil laminated on the top and bottom. Copper foil is
specially formed in thin sheets which may vary from .0030 inch to .0002 inch
in thickness and normally have a thickness of .0014 inch or .0007 inch. The
Company supplies both copper-clad laminates and prepregs to its customers,
which use these products as a system to construct multilayer printed circuit
boards.

   The printed circuit board fabricator processes copper-clad laminates to
form the inner layers of a multilayer printed circuit board. The fabricator
photoimages these laminates with a dry film or liquid photoresist. After
development of the photoresist, the copper surfaces of the laminate are etched
to form the circuit pattern. The fabricator then assembles these etched
laminates by inserting one or more plies of dielectric prepreg between each of
the inner layer etched laminates and also between an inner layer etched
laminate and the outer layer copper plane, and then laminating the entire
assembly in a press. Prepreg serves as the insulator between the multiple
layers of copper circuitry patterns found in the multilayer circuit board.
When the multilayer configuration is laminated, these plies of prepreg form an
insulating dielectric substrate supporting and separating the multiple inner
and outer planes of copper circuitry. The fabricator drills vertical through-
holes or vias in the multilayer assembly and then plates the through-holes or
vias to form vertical conductors between the multiple layers of circuitry
patterns. These through holes or vias combine with the conductor paths on the
horizontal circuitry planes to create a three-dimensional electronic
interconnect system. The outer two layers of copper foil are then imaged and
etched to form the finished multilayer printed circuit board. The completed
multilayer board is a three-dimensional interconnect system with electronic
signals traveling in the horizontal planes of multiple layers of copper
circuitry patters, as well as the vertical plane through the plated holes or
vias.

   The global market for advanced electronic products is growing as a result
of technological change and frequent new product introductions. This growth is
principally attributable to increased sales and more complex electronic
content of newer products, such as cellular telephones, pagers, personal
computers and portable computing devices, and greater use of electronics in
other products, such as automobiles. Further, large, almost completely
untapped markets for advanced electronic equipment have emerged in such areas
as India and China and other areas of the Pacific Rim.

   Semiconductor manufacturers have introduced successive generations of
more powerful microprocessors and memory and logic devices. Electronic
equipment manufacturers have designed these advanced semiconductors into more
compact and often portable products. High performance computing devices in
these smaller portable platforms require greater reliability, closer
tolerances, higher component and circuit density and increased overall
complexity. As a result, the interconnect industry has developed smaller,
lighter, faster and more cost-effective interconnect systems, including
advanced multilayer printed circuit boards and new types of semiconductor
packaging systems such as ball-grid arrays and multi-chip modules.

   Advanced interconnect systems require higher technology printed circuit
materials to insure the performance of the electronic system and to improve
the manufacturability of the interconnect platform. The growth of the market
for more advanced printed circuit materials has outpaced the market growth for
standard printed circuit materials in recent years. Printed circuit board
fabricators and electronic equipment manufacturers require advanced printed
circuit materials that have increasingly higher temperature tolerances and
more advanced electrical properties in order to support high speed computing
in a miniaturized and often portable environment.

   With the very high density circuit demands of miniaturized high
performance interconnect systems, the uniformity, purity, consistency,
performance predictability, dimensional stability and production tolerances of
printed circuit materials have become successively more critical. High density
printed circuit boards and interconnect systems often involve higher layer
count multilayer circuit boards where the multiple planes of circuitry and
dielectric insulating substrates are very thin (dielectric insulating
substrate layers may be .002 inch or less) and the circuit line and space
geometries in the circuitry plane are very narrow (.002 inch or less). In
addition, advanced surface mount interconnect systems are typically designed
with very small pad sizes and very narrow plated through holes or vias which
electrically connect the multiple layers of circuitry planes. High density
interconnect systems must utilize printed circuit materials whose dimensional
characteristics and purity are consistently manufactured to very high
tolerance levels in order for the printed circuit board fabricator to attain
and sustain acceptable product yields.

   Shorter product life cycles and competitive pressures have induced
electronic equipment manufacturers to bring new products to market and
increase production volume to commercial levels more quickly. These trends
have highlighted the importance of front-end engineering of electronic
products and have increased the level of collaboration among system designers,
fabricators and printed circuit materials suppliers. As the complexity of
electronic products increases, materials suppliers must provide greater
technical support to interconnect systems fabricators on a timely basis
regarding manufacturability and performance of new materials systems.

   Products and Services

   The Company produces a broad line of advanced printed circuit materials
used to fabricate complex multilayer printed circuit boards and other
electronic interconnect systems, including backplanes, wireless packages, high
speed/low loss multilayers, high density interconnects ("HDIs") and
semiconductor packaging systems. The Company's subsidiary, Dielektra GmbH in
Germany, also manufactures semi-finished multilayer printed circuit board
panels for a select group of customers. The Company's diverse advanced printed
circuit materials product line is designed to address a wide array of end-use
applications and performance requirements.

   The Company's product line has been developed internally and through long-
term development projects with its principal suppliers. The Company focuses
its research and development efforts on developing industry leading product
technology to meet the most demanding product requirements and has designed
its product line with a focus on the higher performance, higher technology end
of the materials spectrum. All of the Company's existing electronic materials
products have been introduced since 1990.

   Most of the Company's research and development expenditures are
attributable to the efforts of its electronic materials operations. In
response to the rapid technological changes in the electronic materials
business, these expenditures on research and product development have
increased over the past several years.

   The Company's products include high-speed, low-loss, digital broadband
engineered formulations, high-temperature modified epoxies, bismaleimide
triazine epoxies ("BT epoxy"), non-MDA polyimides, enhanced polimides, high
performance epoxy Thermount materials ("Thermount" is a registered trademark
of E.I. duPont de Nemours & Co.), APPE resin technology (a licensed product of
Asahi Chemical Industry Co., Ltd.), SI (Signal Integrity) products, cyanate
esters and polytetrafluoroethylene ("PTFE") formulations for RF/microwave
applications.

   The Company has developed long-term relationships with select customers
through broad-based technical support and service, as well as manufacturing
proximity and responsiveness at multiple levels of the customer's
organization. The Company focuses on developing a thorough understanding of
its customer's business, product lines, processes and technological
challenges. The Company seeks customers which are industry leaders committed
to maintaining and improving their industry leadership positions and which are
committed to long-term relationships with their suppliers. The Company also
seeks business opportunities with the more advanced printed circuit
fabricators and electronic equipment manufacturers which are interested in the
full value of products and services provided by their suppliers. The Company
believes its proactive and timely support in assisting its customers with the
integration of advanced materials technology into new product designs further
strengthens its relationships with its customers.

   The Company's emphasis on service and close relationship with its
customers is reflected in its relatively short lead times. The Company has
designed its manufacturing processes and service organizations to provide the
customer with its printed circuit materials products on a just-in-time basis.

   The Company has located its advanced printed circuit materials
manufacturing operations in strategic locations intended to serve specific
regional markets. By situating its facilities in close geographical proximity
to its customers, the Company is able to rapidly adjust its manufacturing
processes to meet customers' new requirements and respond quickly to
customers' technical needs. The Company has full technical staffs based at
each of its manufacturing locations, which allows the rapid dispatch of
technical personnel to a customer's facility to assist the customer in quickly
solving design, process, production or manufacturing problems.

   Customers and End Markets

   The Company's customers for its advanced electronic materials include the
leading independent printed circuit board fabricators, electronic
manufacturing service companies, electronic contract manufacturers and, to a
lesser extent, major electronic equipment manufacturers in the computer,
networking, telecommunications, transportation, aerospace and instrumentation
industries located throughout North America, Europe and Asia. The Company
seeks to align itself with the larger, more technologically-advanced and
better capitalized independent printed circuit board fabricators and major
electronic equipment manufacturers which are industry leaders committed to
maintaining and improving their industry leadership positions and to building
long-term relationships with their suppliers. The Company's selling effort
typically involves several stages and relies on the talents of Company
personnel at different levels, from management to sales personnel and quality
engineers. The Company's strategy emphasizes the use of multiple facilities
established in market areas in close proximity to its customers.

   During the Company's 2001 fiscal year, approximately 25.1% of the
Company's sales were to Sanmina Corporation, a leading electronics contract
manufacturer and manufacturer of printed circuit boards. During the Company's
2000 fiscal year, approximately 13.6% of the Company's sales were to Hadco
Corporation, a large manufacturer of printed circuit boards, and a significant
amount, but less than 10%, of Park's sales were to Sanmina Corporation. Hadco
Corporation merged into Sanmina Corporation in June 2000.

   During the Company's 1998 fiscal year, 15.8% of the Company's sales were
to Delco Electronics Corporation, a subsidiary of General Motors Corp. Delco
Electronics had purchased significant amounts of product from the Company for
more than three years. However, in March 1998 the Company was informed by
Delco that Delco planned to close its printed circuit board fabrication plant
and exit the printed circuit board manufacturing business. After the plant
closure, Delco purchased all of its printed circuit boards from outside
suppliers and Delco was no longer a customer of the Company's. Since that
time, the Company marketed its semi-finished multilayer circuit board material
manufacturing capability to leading printed circuit board fabricators,
contract assemblers and electronic original equipment manufacturers in North
America. The Company had not previously marketed this capability as its semi-
finished multilayer capacity had been largely committed to supplying Delco
Electronics. Although the Company's electronic materials business was not
dependent on this single customer, the loss of this customer had a material
adverse effect on the business in the fiscal years ended February 28, 1999,
February 27, 2000 and February 25, 2001. In the first quarter of the fiscal
year ending March 3, 2002, the Company announced that it was selling the
assets and business of its subsidiary in Arizona that conducted the mass
lamination business and announced that it expects to record a charge of
approximately $15 million in its 2002 fiscal year first quarter ending May 27,
2001 in connection with the sale and the closure of a related support facility
to the mass lamination business also located in Arizona. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7 of this Report for a discussion of the significant pre-tax losses
incurred during the 2000 fiscal year by the Company's Arizona based business
unit which formerly supplied Delco Electronics Corporation with semi-finished
circuit boards; and see Item 3 of this Report for a discussion of legal
proceedings initiated by the Company against Delco Electronics Corporation.

   Although the electronic materials business is not dependent on any single
customer, the loss of a major customer or of a group of customers could have a
material adverse effect on the electronic materials business.

   The Company's electronic materials products are marketed by sales
personnel in industrial centers in North America, Europe and Asia. Such
personnel include both salaried employees and independent sales
representatives who work on a commission basis.

   Manufacturing

   The process for manufacturing multilayer printed circuit materials is
capital intensive and requires sophisticated equipment as well as clean-room
environments. The key steps in the Company's manufacturing process include:
the impregnation of specially designed fiberglass cloth with a resin system
and the partial curing of that resin system; the assembling of laminates
consisting of single or multiple plies of prepreg and copper foil in a clean-
room environment; the vacuum lamination of the copper-clad assemblies under
simultaneous exposure to heat, pressure and vacuum; and the finishing of the
laminates to customer specifications.

   Prepreg is manufactured in a treater. A treater is a roll-to-roll
continuous machine which sequences specially designed fiberglass cloth or
other reinforcement fabric into a resin tank and then sequences the resin-
coated cloth through a series of ovens which partially cure the resin system
into the cloth. This partially cured product or prepreg is then sheeted or
paneled and packaged by the Company for sale to customers, or used by the
Company to construct its copper-clad laminates.

   The Company manufacturers copper-clad laminates by first setting up in a
clean room an assembly of one or more plies of prepreg stacked together with a
sheet of specially manufactured copper foil on the top and bottom of the
assembly. This assembly, together with a large quantity of other laminate
assemblies, is then inserted into a large, multiple opening vacuum lamination
press. The laminate assemblies are then laminated under simultaneous exposure
to heat, pressure and vacuum. After the press cycle is complete, the laminates
are removed from the press and sheeted, paneled and finished to customer
specifications. The product is then inspected and packaged for shipment to the
customer. In addition, the Company manufactures very thin copper-clad
laminates utilizing Dielektra's unique, patented continuous lamination
technology.

   The Company manufactures multilayer printed circuit materials at eight
fully integrated facilities located in the United States, Europe and Southeast
Asia. The Company opened its California facility in 1965, its England facility
in 1969, its first Arizona and France facilities in 1984, its Singapore
facility in 1986 and its second Arizona and France facilities in 1992, and in
1997, the Company acquired Dielektra GmbH with a fully integrated facility in
Cologne, Germany. The Company services the North America market principally
through its United States manufacturing facilities, the European market
principally through its manufacturing facilities in England, France and
Germany, and the Asian market principally through its Singapore manufacturing
facility. In the first quarter of its 2002 fiscal year, the Company announced
that it was establishing a business center in China to supply the demand for
advanced multilayer printed circuitry materials in China. The Company has
located its manufacturing facilities in its important markets. By maintaining
full technical and engineering staffs at each of its manufacturing facilities,
the Company is able to deliver fully-integrated products and services on a
timely basis.

   The Company has been expanding the manufacturing capacity of its
electronic materials facilities in recent years. During the 2000 fiscal year,
the Company completed expansions of its electronic materials operations in
Singapore and France, acquired additional manufacturing capacity in
California, and commenced significant additional expansions of its electronic
materials operations in California and New York, which it expects to complete
in its 2002 fiscal year. During the 2001 fiscal year, the Company commenced a
significant expansion of its higher technology product line manufacturing
facility in Arizona, which the Company completed during the first quarter of
its 2002 fiscal year. In the first quarter of its 2002 fiscal year, the
Company announced a significant expansion of its electronic materials
manufacturing facility in Singapore and the establishment of a business center
in China.

   All of the Company's multilayer printed circuit materials manufacturing
facilities are used for manufacturing, engineering and product development.
All of the Company's Nelco and Dielektra printed circuit materials
manufacturing facilities are ISO 9002 certified.

   Materials and Sources of Supply

   The principal materials used in the manufacture of the Company's
electronic products are specially manufactured copper foil, fiberglass cloth
and synthetic reinforcements, and specially formulated resins and chemicals.
The Company attempts to develop and maintain close working relationships with
suppliers of those materials who have dedicated themselves to complying with
the Company's stringent specifications and technical requirements. While the
Company's philosophy is to work with a limited number of suppliers, the
Company has identified alternate sources of supply for each of these
materials. However, there are a limited number of qualified suppliers of these
materials, substitutes for these materials are not readily available, and, in
the recent past, the industry has experienced shortages in the market for
certain of these materials. While the Company has not experienced significant
problems in the delivery of these materials and considers its relationships
with its suppliers to be strong, a disruption of the supply of materials could
materially adversely affect the business, financial condition and results of
operations of the Company. Significant increases in the cost of materials
purchased by the Company could also have a material adverse effect on the
Company's business, financial condition and results of operations if the
Company were unable to pass such price increases through to its customers.

   Competition

   The multilayer printed circuit materials industry is characterized by
intense competition and ongoing consolidation. The Company's competitors are
primarily divisions of subsidiaries of very large, diversified multinational
manufacturers which are substantially larger and have greater financial
resources than the Company and, to a lesser degree, smaller regional
producers. Because the Company focuses on the higher technology segment of the
electronic materials market, technological innovation, quality and service, as
well as price, are significant competitive factors.

   The Company believes that there are approximately ten significant
multilayer printed circuit materials manufacturers in the world and many of
these competitors have or are developing significant presences in the three
major global markets of North America, Europe and Asia. The Company believes
that the multilayer printed circuit materials industry is rapidly becoming
more global and that the remaining smaller regional manufacturers will find it
increasingly difficult to remain competitive. The Company believes that it is
currently one of the world's largest multilayer printed circuit materials
manufacturers. The Company further believes it is the only significant
independent manufacturer of multilayer printed circuit materials in the world
today.

   The markets in which the Company's electronic materials operations
compete are characterized by rapid technological advances, and the Company's
position in these markets depends largely on its continued ability to develop
technologically advanced and highly specialized products. Although the Company
believes it is an industry technology leader and directs a significant amount
of its time and resources toward maintaining its technological competitive
advantage, there is no assurance that the Company will be technologically
competitive in the future, or that the Company will continue to develop new
products that are technologically competitive.

Specialty Tape and Advanced Composites Operations

   For many years, the Company was also engaged in the specialty adhesive
tape and film and advanced composite materials businesses and the plumbing
hardware business. However, during the fourth quarter of the 2000 fiscal year,
the Company decided to close and liquidate its plumbing hardware business. See
Note 14 of the Notes to Consolidated Financial Statements in Item 8 of this
Report for information concerning the closure of the plumbing hardware
business.

   Dielectric Polymers, Inc., the Company's specialty adhesive tape and film
business, produces tapes and bonding films for a variety of applications
including joining industrial components together. FiberCote Industries, Inc.,
the Company's composites business, designs and produces engineered advanced
composite materials for the electronics, aerospace and industrial markets.

   Marketing and Customers

   The Company's specialty adhesive tape and advanced composite materials
customers, substantially all of which are located in the United States,
include manufacturers in the electronics, aerospace and industrial industries.
Such materials are marketed by sales personnel including both salaried
employees and independent sales representatives who work on a commission
basis.

   While no single specialty adhesive tape or advanced composite materials
customer accounted for 10% or more of the Company's total sales during the
last fiscal year, the loss of a major customer or of a group of some of the
largest customers of the specialty adhesive tape and advanced composite
materials business could have a material adverse effect upon the business.

   Manufacturing and Sources of Supply

   The Company's advanced composite materials manufacturing facility is
located in Waterbury, Connecticut, and its specialty adhesive tape and film
business is located in Holyoke, Massachusetts.

   The Company designs and manufactures its advanced composite materials and
industrial tapes and films to its own specifications and to the specifications
of its customers. Product development efforts are devoted toward the
conforming of the Company's advanced composites to the specifications of, and
the obtaining of approvals from, the Company's customers. The materials used
in the manufacture of these engineered materials include chemicals, films,
resins, fiberglass, plastics, and other fabricated materials and adhesives.
The Company purchases these materials from several suppliers. Although
satisfactory substitutes for many of these materials are not readily
available, the Company has experienced no difficulties in obtaining such
materials.

   Competition

   The Company has many competitors in the specialty adhesive tape and
advanced composite materials businesses, including some major corporations
which have substantially greater financial resources than the Company. The
Company competes for business on the basis of product performance and
development, product qualification and approval, the ability to manufacture
and deliver products in accordance with customers' needs and requirements, and
price.

Backlog

   The Company records an item as backlog when it receives a purchase order
specifying the number of units to be purchased, the purchase price,
specifications and other customary terms and conditions. At April 30, 2001,
the unfilled portion of all purchase orders received by the Company and
believed by it to be firm was approximately $9,696,000, compared to
$30,484,000 at April 28, 2000. The decline in backlog at April 30, 2001
compared to April 28, 2000 was due primarily to the downturn in the Company's
business during the first two months of its 2002 fiscal year resulting from
the severe downturn and correction in the global electronics industry.

   Various factors contribute to the size of the Company's backlog.
Accordingly, the foregoing information may not be indicative of the Company's
results of operations for any period subsequent to the fiscal year ended
February 25, 2001.

Patents and Trademarks

   The Company holds several patents and trademarks or licenses thereto. In
the Company's opinion, some of these patents and trademarks are important to
its products. Generally, however, the Company does not believe that an
inability to obtain new, or to defend existing, patents and trademarks would
have a material adverse effect on the Company.

Employees

   At February 25, 2001, the Company had approximately 3,010 employees. Of
these employees, 2,850 were engaged in the Company's electronic materials
operations, 105 in its specialty adhesive tape and advanced composite
materials operations and 55 consisted of executive personnel and general
administrative staff. However, as a result of a severe correction and downturn
in the global electronics industry and, consequently, in the Company's
electronic materials business, the Company reduced its total number of
employees during the first two months of its 2002 fiscal year to approximately
2,330 total employees at April 30, 2001. None of the Company's employees are
subject to a collective bargaining agreement. Management considers its
employee relations to be good.

Environmental Matters

   The Company is subject to stringent environmental regulation of its use,
storage, treatment and disposal of hazardous materials and the release of
emissions into the environment. The Company believes that it currently is in
substantial compliance with the applicable federal, state and local
environmental laws and regulations to which it is subject and that continuing
compliance therewith will not have a material effect on its capital
expenditures, earnings or competitive position. The Company does not currently
anticipate making material capital expenditures for environmental control
facilities for its existing manufacturing operations during the remainder of
its current fiscal year or its succeeding fiscal year. However, developments,
such as the enactment or adoption of even more stringent environmental laws
and regulations, could conceivably result in substantial additional costs to
the Company.

   The Company and certain of its subsidiaries have been named by the
Environmental protection Agency (the "EPA") or a comparable state agency under
the Comprehensive Environmental Response, Compensation and Liability Act (the
"Superfund Act") or similar state law as potentially responsible parties in
connection with alleged releases of hazardous substances at nine sites. In
addition, a subsidiary of the Company has received cost recovery claims under
the Superfund Act from other private parties involving two other sites and has
received requests from the EPA under the Superfund Act for information with
respect to its involvement at three other sites. Under the Superfund Act and
similar state laws, all parties who may have contributed any waste to a
hazardous waste disposal site or contaminated area identified by the EPA or
comparable state agency may be jointly and severally liable for the cost of
cleanup. Generally, these sites are locations at which numerous persons
disposed of hazardous waste. In the case of the Company's subsidiaries,
generally the waste was removed from their manufacturing facilities and
disposed at the waste sites by various companies which contracted with the
subsidiaries to provide waste disposal services. Neither the Company nor any
of its subsidiaries have been accused of or charged with any wrongdoing or
illegal acts in connection with any such sites. The Company believes it
maintains an effective and comprehensive environmental compliance program.
Management believes the ultimate disposition of known environmental matters
will not have a material adverse effect upon the Company.

   See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Environmental Matters" included in Item 7 of this
Report and Note 11 of the Notes to Consolidated Financial Statements included
in Item 8 of this Report.

Item 2.   Properties.

   The following chart indicates the significant properties owned and leased
by the Company, the business which uses the properties, and the location and
size of each such property. All of such properties, except for the Lake
Success, New York property, are used principally as manufacturing, warehouse
and assembly facilities.

<TABLE>
<CAPTION>

       Location       Owned or           Use             Size
                       Leased                           (Square
                                                       Footage)
   <S>                <C>       <C>                    <C>
   Lake Success, NY    Leased   Executive Offices          7,000
   Walden, NY          Owned    Electronic Materials      51,000
   Newburgh, NY        Leased   Electronic Materials     171,000
   Fullerton, CA       Leased   Electronic Materials      95,000
   Anaheim, CA         Leased   Electronic Materials      26,000
   Anaheim, CA         Leased   Electronic Materials      41,000
   Tempe, AZ           Leased   Electronic Materials      29,000
   Tempe, AZ           Leased   Electronic Materials      81,000
   Tempe, AZ           Leased   Electronic Materials       6,000
   Mirebeau, France    Owned    Electronic Materials      81,000
   Lannemezan,         Owned    Electronic Materials      29,000
   France
   Cologne, Germany    Owned    Electronic Materials     193,000
   Sindelfingen,       Leased
   Germany

   Skelmersdale,       Owned    Electronic Materials      54,000
   England
   Singapore           Leased   Electronic Materials      48,000
   Singapore           Leased   Electronic Materials      10,000
   Holyoke, MA         Leased   Specialty                 46,000
                                AdhesiveTapes and
                                Films
   Waterbury, CT       Leased   Advanced Composites      100,000
</TABLE>

  The Company believes its facilities and equipment to be in good
  condition and reasonably suited and adequate for its current needs.

Item 3.   Legal Proceedings.

   In May 1998, the Company and its Nelco Technology, Inc. ("NTI")
subsidiary in Arizona filed a complaint against Delco Electronics Corporation
and the Delphi Automotive Systems unit of General Motors Corp. in the United
States District Court for the District of Arizona. The complaint alleged among
other things, that Delco breached its contract to purchase semi-finished
multilayer printed circuit boards from NTI and that Delphi interfered with
NTI's contract with Delco, that Delco breached the covenant of good faith and
fair dealing implied in the contract, that Delco engaged in negligent
misrepresentation and that Delco fraudulently induced NTI to enter into the
contract. The Company and NTI sought substantial compensatory and punitive
damages.

   On November 29, 2000, after a five day trial in Phoenix, Arizona, a jury
awarded damages to NTI in the amount of $32,280,000, and on December 12, 2000
the judge in the United States District Court entered judgment for NTI on its
claim of breach of the implied covenant of good faith and fair dealing with
damages in the amount of $32,280,000. Both parties filed motions for post-
judgment relief and a new trial, all of which the judge denied, and both
parties have filed notices to appeal the decision to the United States Court
of Appeals for the Ninth Circuit in San Francisco.

   Park announced in March 1998 that it had been informed by Delco
Electronics that Delco planned to close its printed circuit board fabrication
plant and exit the printed circuit board manufacturing business. After the
plant closure, Delco purchased all of its printed circuit boards from outside
suppliers and Delco was no longer a customer of the Company's. As a result,
the Company's sales to Delco declined significantly during the three-month
period ended May 31, 1998, were negligible during the three-month period ended
August 30, 1998, have been nil since that time and are expected to be nil in
future periods. The Company had been Delco's principal supplier of semi-
finished multilayer printed circuit board materials for more than ten years.
These materials were used by Delco to produce finished multilayer printed
circuit boards. Sales to Delco Electronics represented 15.8% of the Company's
total worldwide sales for the 1998 fiscal year. See "Business-Electronic
Materials Operations-Customers and End Markets" in Item 1 of this Report,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 of this Report, "Factors That May Affect Future Results"
after Item 7 of this Report and Note 13 of the Notes to Consolidated Financial
Statements in Item 8 of this Report.

Item 4.   Submission of Matters to a Vote of Security Holders.

     None

Executive Officers of the Registrant.

         Name                      Title                    Age
 Brian E. Shore       Chief Executive Officer,
                      President and a Director               49
 Robert A. Forcier    Senior Vice President, OEM
                      Marketing and Technology               51
 George L. Frantz     Senior Vice President and Chief
                      Information Officer                    53
 Stephen E. Gilhuley  Senior Vice President,
                      Secretary and General Counsel          56
 Emily J. Groehl      Senior Vice President, Sales
                      and Marketing                          54
 Thomas T. Spooner    Senior Vice President,
                      Corporate and Technology               64
                      Development
 Murray O. Stamer     Senior Vice President, Finance         43
 Gary M. Watson       Senior Vice President,
                      Engineering and Technology             53

   Brian Shore has served as a Director of the Company for more than the
past five years. Brian Shore was elected a Vice President of the Company in
January 1993, Executive Vice President in May 1994, President effective March
4, 1996, the first day of the Company's 1997 fiscal year, and Chief Executive
Officer in November 1996. Brian Shore also served as General Counsel of the
Company from April 1988 until April 1994.

   Mr. Forcier has been employed by one of Park's "Nelco" business units for
more than the past five years. He was president of Nelco Technology, Inc. from
December 1987 to August 1992 and was Vice President, New Product Marketing of
Nelco International Corporation from 1993 until June 1999, when Nelco
International Corporation merged into Park Electrochemical Corp. He was
elected Senior Vice President of Park in May 1999. He also has been President
of Neltec, Inc. since July 1999.

   Mr. Frantz was elected Senior Vice President of the Company in December
1999. Prior thereto, he was employed by the Atlantic Richfield Company since
1974 as an information technology executive in a number of capacities and
positions at both the parent company and division levels.

   Mr. Gilhuley has been General Counsel of the Company since April 1994 and
Secretary since July 1996. He was elected a Senior Vice President in March
2001.

   Ms. Groehl has been with one of Park's "Nelco" business units for more
than the past five years. She was elected Vice President of New England
Laminates Co., Inc. in 1988 and was Vice President, Marketing and Sales of
Nelco International Corporation from 1993 until June 1999, when Nelco
International Corporation merged into Park Electrochemical Corp. She was
elected Senior Vice President of Park in May 1999.

   Mr. Spooner has been employed by one of Park's "Nelco" business units for
more than the past five years. He was Vice President, Technology of Nelco
International Corporation from 1993 until June 1999, when Nelco International
Corporation merged into Park Electrochemical Corp. He was elected Senior Vice
President, Technology of Park in May 1999. His title was changed to Senior
Vice President, Corporate and Technology Development in May 2001.

   Mr. Stamer has been employed by the Company since 1989 and served as the
Company's Corporate Controller from 1993 to May 1999, when he was elected
Treasurer. He was elected Senior Vice President, Finance in March 2001.

   Mr. Watson was elected Senior Vice President, Engineering in June 2000.
His title was changed to Senior Vice President, Engineering and Technology in
May 2001. Prior to June 2000, Mr. Watson was Senior Director, Manufacturing
Process Technology of Fort James Corporation since March 1999; Vice President,
Research and Development of Boise Cascade Corporation from 1992 to March 1999;
and Business Division Technology Manager of Weyerhauser Company from 1986 to
1992.

   There are no family relationships between the directors or executive
officers of the Company, except that Brian Shore is the son of Jerry Shore,
who is the Chairman of the Board and a Director of the Company and who also
served as President of the Company for more than five years until March 4,
1996 and as Chief Executive Officer of the Company for more than five years
until November 19, 1996.

   The term of office of each executive officer of the Company expires upon
the election and qualification of his successor.

















                                    PART II

Item 5.   Market for the Registrant's Common
          Equity and Related Stockholder Matters.

   The Company's Common Stock is listed and trades on the New York Stock
Exchange (trading symbol PKE). (The Common Stock also trades on the Midwest
Stock Exchange.) The following table sets forth, for each of the quarterly
periods indicated, the high and low sales prices for the Common Stock as
reported on the New York Stock Exchange Composite Tape and dividends declared
on the Common Stock, all as adjusted for the three-for-two stock split in the
form of a stock dividend distributed November 8, 2000 to stockholders of
record at the close of business on October 20, 2000.

  For the Fiscal Year            Stock Price      Dividends
  Ended February 25, 2001      High       Low     Declared
  First Quarter             $18.01    $14.41        $.053
  Second Quarter             27.41     15.41        $.053
  Third Quarter              50.06     26.21        $.060
  Fourth Quarter             42.93     20.41        $.060

  For the Fiscal Year            Stock Price      Dividends
  Ended February 27, 2000      High       Low     Declared
  First Quarter             $18.50    $15.42        $.053
  Second Quarter             21.08     15.42        $.053
  Third Quarter              25.71     18.50        $.053
  Fourth Quarter             23.96     12.08        $.053

   As of May 22, 2001, there were approximately 2,070 holders of record of
Common Stock.

   The Company expects, for the immediate future, to continue to pay regular
cash dividends.

Item 6.   Selected Financial Data.

  The following selected consolidated financial data of Park and its
subsidiaries is qualified by reference to, and should be read in conjunction
with, the consolidated financial statements, related notes, and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained elsewhere herein. Insofar as such consolidated financial information
relates to the five fiscal years ended February 25, 2001 and is as of the end
of such periods, it is derived from the consolidated financial statements for
such periods and as of such dates audited by Ernst & Young LLP, independent
auditors. The Consolidated financial statements as of February 25, 2001 and
February 27, 2000 and for the three years ended February 25, 2001, together
with the independent auditors' report for the three years ended February 25,
2001, appear in Item 8 of this Report.

<TABLE>
<CAPTION>
                                          Fiscal Year Ended
                               (In thousands, except per share amounts)
                         Feb. 25,   Feb. 27,   Feb. 28,    Mar. 1,   Mar. 2,
                           2001       2000       1999       1998       1997
<S>                      <C>       <C>         <C>        <C>        <C>
STATEMENT OF EARNINGS
INFORMATION:

Net sales                $522,197   $425,261    $387,634   $376,158   $334,490

Cost of sales             404,527    351,841     328,884    301,968    275,372

Gross profit              117,670     73,420      58,750     74,190     59,118

Selling, general and
administrative expenses    49,897     45,508      41,279     39,418     34,366
Closure of plumbing
hardware business(1)            -      4,464           -          -          -

Profit from operations     67,773     23,448      17,471     34,772     24,752

Other income:
 Interest and other         8,419      6,654       7,642      8,382      7,653
income, net
 Interest expense           5,593      5,720       5,400      5,468      5,508

  Total other income        2,826        934       2,242      2,914      2,145

Earnings before income     70,599     24,382      19,713     37,686     26,897
taxes

Income tax provision       21,180      6,085       4,337     12,436      8,338

Net earnings             $ 49,419   $ 18,297    $ 15,376   $ 25,250   $ 18,559

Earnings per share:

 Basic                   $   3.10   $   1.16    $    .93   $   1.48   $   1.09

 Diluted                 $   2.65   $   1.12    $    .92   $   1.38   $   1.05

Weighted average number
of common Shares
outstanding:

 Basic                     15,932     15,761      16,470     17,030     17,023

 Diluted                   20,002     19,643      16,707     20,922     20,898

Cash dividends per       $    .23   $    .21    $    .21   $    .21   $    .21
common share

BALANCE SHEET
INFORMATION:

Working capital          $188,511   $176,113    $166,840   $176,553   $165,004

Total assets              430,581    365,252     351,698    359,329    307,862

Long-term debt             97,672    100,000     100,000    100,000    100,000

Stockholders' equity      228,906    179,118     164,646    166,404    143,355
<FN>
See Note 14 of the Notes to Consolidated Financial Statements in Item 8 of
this Report.
</TABLE>



Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.

   Park is a leading global designer and producer of advanced electronic
materials used to fabricate complex multilayer printed circuit boards and
electronic interconnection systems. The Company's customers for its advanced
printed circuit materials include leading independent circuit board
fabricators, electronic manufacturing service companies and large electronic
equipment manufacturers in the computer, telecommunications, transportation,
aerospace and instrumentation industries. The Company's electronic materials
operations accounted for approximately 95% of the Company's total net sales
worldwide in the 2001 fiscal year and approximately 92% and 90% of net sales
worldwide in the 2000 and 1999 fiscal years, respectively. The Company's
foreign operations accounted for approximately 40% of the Company's total net
sales worldwide in the 2001 fiscal year and approximately 37% and 39% of net
sales worldwide in the 2000 and 1999 fiscal years, respectively.

   Park is also engaged in the specialty adhesive tape business and advanced
composite business, both of which operate as independent business units. In
addition, Park operated a plumbing hardware business, which it decided to
close and liquidate in the 2000 fiscal year fourth quarter. The Company's
specialty adhesive tape, advanced composite and plumbing hardware businesses
accounted for approximately 5% of the Company's total net sales worldwide in
the 2001 fiscal year and approximately 8% and 10% of net sales worldwide in
the 2000 and 1999 fiscal years, respectively.

   The Company's sales growth during the last three fiscal years is
attributable to strong growth in sales by its electronic materials operations
in North America, excluding the loss of sales to Delco Electronics, discussed
below, and its electronic materials operations in Europe and Asia. The
Company's ongoing efforts to expand its higher technology, higher margin
product lines have been significant factors in the growth of the Company's
sales of electronic materials, and the Company introduced several new
electronic materials products during the past three fiscal years.

   While the Company's sales increased during each of the last three fiscal
years, the earnings growth that the Company achieved during its 1998 fiscal
year did not continue in the 1999 fiscal year, primarily as a result of an
earnings decline in the Company's North American electronic materials
operations, which was caused by the loss of sales to Delco Electronics.
Nevertheless, the Company's earnings growth resumed in the 2000 fiscal year,
despite the significant losses incurred by the Company's mass lamination busi
ness in Arizona which formerly supplied Delco Electronics and despite the
significant charges related to the closure and the write-down of the assets of
the plumbing hardware business and the 2000 fiscal year operating loss of that
business. In the 2001 fiscal year, the Company's earnings reached record
levels as a result of the surge in demand for the Company's electronic
materials products throughout the global electronics markets served by the
Company and the Company's continuing emphasis on its higher technology product
lines.

   Growth of the Company's electronic materials business was constrained in
various geographic regions during the last three fiscal years by the Company's
available manufacturing capacity, although the Company has been expanding the
manufacturing capacity of its electronic materials facilities in recent years.
Nevertheless, all the Company's electronic materials facilities were operating
at full capacity during the 2001 fiscal year. During the 2000 fiscal year, the
Company completed expansions of its electronic materials operations in
Singapore and France, acquired additional manufacturing capacity in
California, and commenced significant additional expansions of its electronic
materials operations in California and New York, which it expects to complete
in its 2002 fiscal year. During the 2001 fiscal year, the Company commenced a
significant expansion of its higher technology product line manufacturing
facility in Arizona, which was recently completed.

   During the Company's 1998 fiscal year and for several years prior
thereto, more than 10% of the Company's total sales were to Delco Electronics
Corporation, a subsidiary of General Motors Corp. However, in March 1998, the
Company was informed by Delco that Delco planned to close its printed circuit
board fabrication plant and completely exit the printed circuit board
manufacturing business. As a result, the Company's sales to Delco declined
during the three-month period ended May 31, 1998, were negligible during the
three-month period ended August 30, 1998, were nil during the remainder of the
1999 fiscal year and during the 2000 and 2001 fiscal years and are expected to
be nil in future years.

   In May 1998, the Company and its Nelco Technology, Inc. ("NTI")
subsidiary in Arizona filed a complaint against Delco Electronics Corporation
and the Delphi Automotive Systems unit of General Motors Corp. in the United
States District Court for the District of Arizona. The complaint alleged,
among other things, that Delco breached its contract to purchase semi-finished
multilayer printed circuit boards from NTI and that Delphi interfered with
NTI's contract with Delco, that Delco breached the covenant of good faith and
fair dealing implied in the contract, that Delco engaged in negligent
misrepresentation and that Delco fraudulently induced NTI to enter into the
contract. The Company and NTI sought substantial compensatory and punitive
damages. In November 2000, a jury awarded damages to NTI in the amount of
$32,280,000, and in December 2000 the judge in the United States District
Court for the District of Arizona entered judgment for NTI on its claim of
breach of the implied covenant of good faith and fair dealing with damages in
the amount of $32,280,000. Both parties filed motions for post-judgment relief
and a new trial, all of which the judge denied, and both parties have filed
notices to appeal the decision to the United States Court of Appeals for the
Ninth Circuit in San Francisco.

   Although the Company's electronic materials business was not dependent on
this single customer, the loss of this customer had a material adverse effect
on this business in the last three fiscal years and may have a material
adverse effect on this business in the fiscal year ending March 3, 2002 and in
subsequent fiscal years.

   On April 26, 2001, the Company announced that it was selling the assets
and business of NTI and announced that it expects to record a charge of
approximately $15 million in its 2002 fiscal year first quarter ending May 27,
2001 in connection with the sale of NTI and the closure of a related support
facility also located in Arizona.

   The Company also announced in late April 2001 that as a result of a
severe correction and downturn in the global electronics industry, the
Company's electronic materials sales volumes during the first two months of
the 2002 fiscal year are running at approximately one half of the sales levels
during the 2001 fiscal year and that the Company expects to report a loss in
its 2002 fiscal year first quarter.

Fiscal Year 2001 Compared with Fiscal Year 2000:

   The Company's electronic materials business was largely responsible for
the dramatic improvement in the Company's results of operations for the fiscal
year ended February 25, 2001. The North American, Asian and European markets
for sophisticated printed circuit materials were extremely strong during the
2001 fiscal year, and the Company's electronic materials operations located in
all three geographic areas performed well as a result.

   The Company's results of operations and margins improved in the 2001
fiscal year principally as a result of the optimal utilization of the
electronic materials business' manufacturing resources and the business'
increase in its market share with certain key customers and increase in its
sales of higher technology, higher margin products.

   Results of Operations

   Sales for the fiscal year ended February 25, 2001 increased 23% to $522.2
million from $425.3 million for the fiscal year ended February 27, 2000. Sales
of the electronic materials business for the 2001 fiscal year were $496.1
million, or 95% of total sales worldwide, compared with $392.3 million, or 92%
of total sales worldwide, for the 2000 fiscal year. This 26% increase in sales
of electronic materials was principally the result of higher volume of
electronic materials shipped and an increase in sales of higher technology
products. Sales of the specialty adhesive tape and advanced composite
businesses increased during the 2001 fiscal year as the result of higher
volume of materials shipped. Sales by the specialty adhesive tape and advanced
composite businesses increased 24% to $24.2 million in the 2001 fiscal year
from $19.5 million in the 2000 fiscal year. Sales of the plumbing hardware
business, which the Company closed and liquidated in the first half of the
2001 fiscal year, declined from $13.5 million in the 2000 fiscal year to $1.9
million in the 2001 fiscal year.

   The Company's foreign operations accounted for $209.3 million of sales,
or 40% of the Company's total sales worldwide, during the 2001 fiscal year
compared with $159.1 million of sales, or 37% of total sales worldwide, during
the 2000 fiscal year. Sales by the Company's foreign operations during the
2001 fiscal year increased 32% from the 2000 fiscal year. The increase in
sales by the Company's foreign operations in the 2001 fiscal year was due to
increases in sales by both the Asian and European operations of the Company.

   The gross margin for the Company's continuing worldwide operations was
22.5% during the 2001 fiscal year compared with 17.3% for the 2000 fiscal
year. The increase in the gross margin was attributable to efficiencies
achieved by operating facilities at levels close to their designed capacity in
the 2001 fiscal year, the continuing growth in sales of higher technology,
higher margin products as a percentage of total sales and increases in market
share with certain key electronic materials customers.

   Selling, general and administrative expenses, measured as a percentage of
sales, were 9.5% during the 2001 fiscal year compared with 10.7% during the
2000 fiscal year. This decrease was a result of the partially fixed nature of
these expenses and the Company's increased sales in the 2001 fiscal year.

   For the reasons set forth above, profit from operations for the 2001
fiscal year increased 190% to $67.8 million from $23.4 million for the 2000
fiscal year.

   Interest and other income, principally investment income, increased 25%
to $8.4 million for the 2001 fiscal year from $6.7 million for the 2000 fiscal
year. The increase in investment income was attributable to increased cash
available for investment and higher prevailing interest rates during the 2001
fiscal year. The Company's investments were primarily short-term taxable
instruments and government securities. Interest expense for the 2001 fiscal
year was $5.6 million compared with $5.7 million during the 2000 fiscal year.
The Company's interest expense was related primarily to its $100 million
principal amount of 5.5% Convertible Subordinated Notes due 2006 issued in
February 1996. See "Liquidity and Capital Resources" elsewhere in this Item 7.

   The Company's effective income tax rate for the 2001 fiscal year was
30.0% compared with 25.0% for the 2000 fiscal year. This increase in the
effective tax rate was primarily the result of a change in the Company's
income mix among the tax jurisdictions in which the Company does business.

   Net earnings for the 2001 fiscal year increased 170% to $49.4 million
from $18.3 million for the 2000 fiscal year. Basic and diluted earnings per
share increased to $3.10 and $2.65, respectively, for the 2001 fiscal year
from $1.16 and $1.12, respectively, for the 2000 fiscal year. This increase in
net earnings and earnings per share was primarily attributable to the increase
in the profit from operations offset, in part, by the higher effective tax
rate.

Fiscal Year 2000 Compared with Fiscal Year 1999:

   The Company's electronic materials business was largely responsible for
the improvement in the Company's results of operations for the fiscal year
ended February 27, 2000. The North American, European and Asian markets for
sophisticated printed circuit materials strengthened during the 2000 fiscal
year, and the Company's electronic materials operations located in each region
performed well as a result. However, the absence of business with Delco
Electronics during the 2000 fiscal year adversely affected the Company's sales
volume in North America and negatively affected the Company's margins.

   The Company's results of operations and margins improved in the 2000
fiscal year principally as a result of the electronic material business'
enhanced capacity utilization and the business' increase in its market share
with certain key customers and increase in its sales of higher technology,
higher margin products. However, the Company's electronic materials business
also experienced inefficiencies resulting from the operation of certain of its
facilities at levels in excess of their designed manufacturing capacity,
difficulty associated with the integration of a small acquisition which was
consummated in the 2000 fiscal year second quarter, price pressure exerted by
customers, and, most important, significant pre-tax losses at its Arizona
based business unit which formerly supplied Delco Electronics Corporation with
semi-finished circuit boards, or mass lamination product, all of which
negatively affected the Company's margins during the year.

   Operating results of the Company's specialty adhesive tape, advanced
composite materials and plumbing hardware businesses declined severely during
the 2000 fiscal year. This decline was attributable to a $4.5 million pre-tax
charge for the closure of the plumbing hardware business and the related write-
down of the assets of that business and to the $0.6 million operating loss of
the plumbing hardware business during the year.

   Results of Operations

   Sales for the fiscal year ended February 27, 2000 increased 10% to $425.3
million from $387.6 million for the fiscal year ended February 28, 1999. Sales
of the electronic materials business for the 2000 fiscal year were $392.3
million, or 92% of total sales worldwide, compared with $350.3 million, or 90%
of total sales worldwide, for the 1999 fiscal year. This 12% increase in sales
of electronic materials was principally the result of higher volume of
electronic materials shipped and an increase in sales of higher technology
products. Sales of the specialty adhesive tape, advanced composite materials
and plumbing hardware businesses declined during the 2000 fiscal year due to
reduced volume of plumbing hardware products shipped, which more than offset
the sales increases by the specialty adhesive tape and advanced composite
businesses. This resulted in an overall decline of 12% in the specialty
adhesive tape, advanced composite materials and plumbing hardware businesses'
sales to $33.0 million in the 2000 fiscal year from $37.3 million in the 1999
fiscal year.

   For the fiscal year ended February 27, 2000, sales of the Company's
continuing operations, excluding the plumbing hardware business which the
Company decided to close during the fourth quarter of the 2000 fiscal year,
increased 11% to $411.9 million from $369.4 million for the fiscal year ended
February 28, 1999.

   The Company's foreign operations accounted for $159.1 million of sales,
or 37% of the Company's total sales worldwide, during the 2000 fiscal year,
compared with $151.9 million of sales, or 39% of total sales worldwide, during
the 1999 fiscal year. Sales by the Company's foreign operations during the
2000 fiscal year increased 5% from the 1999 fiscal year. The increase in sales
by the Company's foreign operations in the 2000 fiscal year was principally
due to an increase in sales by the Company's European electronic materials
operations.

   The gross margin for the Company's worldwide operations was 16.2% during
the 2000 fiscal year compared with 15.2% for the 1999 fiscal year. The gross
margin for the Company's continuing worldwide operations, excluding the
plumbing hardware business, was 17.3% during the 2000 fiscal year compared
with 15.1% for the 1999 fiscal year. The improvement in the gross margin was
attributable to the increases in sales volumes over the 1999 fiscal year, the
continuing growth in sales of higher technology, higher margin products and
increases in market share with certain key electronic materials customers.
However, the favorable impact of these factors was partially offset by the
absence of sales volumes with Delco Electronics, inefficiencies caused by
operating certain facilities at levels in excess of their designed
manufacturing capacity, difficulty associated with the integration of a small
acquisition which was consummated in the 2000 fiscal year second quarter,
price pressure exerted by customers and the significant losses incurred by the
Company's mass lamination business in Arizona which formerly supplied Delco
Electronics.

   Selling, general and administrative expenses, measured as a percentage of
sales, were 10.7% during the 2000 fiscal year and the 1999 fiscal year and,
excluding the plumbing hardware business closure and asset write-down charge
and operating loss, were 10.4% during the 2000 fiscal year and 10.5% during
the 1999 fiscal year. The decline resulted from proportionately greater sales
compared to the 1999 fiscal year.

   For the reasons set forth above, profit from operations for the 2000
fiscal year increased 34% to $23.4 million from $17.5 million for the 1999
fiscal year, while profit from the Company's continuing operations, excluding
the plumbing hardware business, for the 2000 fiscal year increased 68% to
$28.5 million from $17.0 million for the 1999 fiscal year.

   Interest and other income, principally investment income, declined 13% to
$6.7 million for the 2000 fiscal year from $7.6 million for the 1999 fiscal
year. The decrease in investment income was attributable to the reduction in
cash available for investment and a decline in the prevailing interest rates
during the 2000 fiscal year. The Company's investments were primarily short-
term taxable instruments and government securities. Interest expense for the
2000 fiscal year was $5.7 million compared with $5.4 million during the 1999
fiscal year. The increase in interest expense was attributable to the
reduction in interest capitalized to fixed assets. The Company's interest
expense was related primarily to its $100 million principal amount of 5.5%
Convertible Subordinated Notes due 2006 issued in February 1996. See
"Liquidity and Capital Resources" elsewhere in this Item 7.

   The Company's effective income tax rate for the 2000 fiscal year was
25.0% compared with 22.0% for the 1999 fiscal year. This increase in the
effective tax rate was primarily the result of a change in the Company's
income mix among the tax jurisdictions in which the Company does business.

   Net earnings for the 2000 fiscal year increased 19% to $18.3 million from
$15.4 million for the 1999 fiscal year. Basic and diluted earnings per share
increased to $1.16 and $1.12, respectively, for the 2000 fiscal year from
$0.93 and $0.92, respectively, for the 1999 fiscal year. This increase in net
earnings and earnings per share was primarily attributable to the increase in
the profit from operations, which was constricted by the higher effective tax
rate, the charge for the closure and the related write-down of the assets of
the plumbing hardware business, the operating loss of the plumbing hardware
business and the loss incurred in the 2000 fiscal year by the business unit in
Arizona which formerly supplied Delco Electronics Corporation with semi-
finished multilayer circuit boards.

   Without the plumbing hardware business closure and asset write-down
charge and operating loss, net earnings for the 2000 fiscal year would have
increased 40% to $21.6 million from $15.4 million for the 1999 fiscal year,
and basic and diluted earnings per share would have increased by $0.21 and
$0.17, respectively, for the 2000 fiscal year.

Liquidity and Capital Resources:

   At February 25, 2001, the Company's cash and temporary investments were
$155.7 million compared with $131.5 million at February 27, 2000, the end of
the Company's 2000 fiscal year. The increase in the Company's cash and
investment position at February 25, 2001 was attributable to increased cash
provided from operating activities, as discussed below. The Company's working
capital was $188.5 million at February 25, 2001 compared with $176.1 million
at February 27, 2000. The increase at February 25, 2001 compared with February
27, 2000 was due principally to higher cash and temporary investments and
inventories, offset in part by higher current liabilities. The increase in
inventories and current liabilities at February 25, 2001 compared with
February 27, 2000 was a result principally of increased operating activity in
support of higher sales volumes. The Company's current ratio (the ratio of
current assets to current liabilities) was 3.4 to 1 at February 25, 2001
compared with 3.9 to 1 at February 27, 2000.

   During the 2001 fiscal year, the Company generated funds from operations
of $77.4 million and expended $51.8 million for the net purchase of property,
plant and equipment. Cash provided by net earnings, before depreciation and
amortization, of $66.1 million combined with a net decrease in non-cash
working capital items resulted in $77.4 million of cash provided from
operating activities. A major portion of the 2001 fiscal year's capital
expenditures related to the expansions of the Company's electronic materials
facilities in Arizona, California and New York. These expansions will increase
the Company's capacity and capability for the production of sophisticated
printed circuit materials. Net expenditures for property, plant and equipment
were $51.8 million, $27.7 million and $24.4 million in the 2001, 2000 and 1999
fiscal years, respectively. The Company expects the capital expenditures in
the 2002 fiscal year to be less than the expenditures in the 2001 fiscal year
but greater than the expenditures in the 2000 fiscal year.

   At February 25, 2001, the Company's only long-term debt was the 5.5%
Convertible Subordinated Notes due 2006 (the "Notes") issued at the end of the
1996 fiscal year. During the Company's 2001 fiscal year, $2,328,000 principal
amount of Notes was converted into 82,750 shares of the Company's Common
Stock, and immediately after the end of the 2001 fiscal year, $95,934,000
principal amount of Notes was converted into 3,410,908 shares of the Company's
Common Stock, all at a conversion price of $28.125 per share. On March 2,
2001, the Company redeemed $1,738,000 principal amount of Notes for a
redemption price of $1,000.15 (including accrued interest) for each $1,000
principal amount Note pursuant to a previous announcement that on March 2,
2001 it would redeem all of the outstanding Notes that were not converted on
or before March 1, 2001. See Notes 6 and 16 of the Notes to Consolidated
Financial Statements in Item 8 of this Report.

   The Company believes its financial resources will be sufficient, for the
foreseeable future, to provide for continued investment in working capital and
property, plant and equipment and for general corporate purposes. Such
resources would also be available for appropriate acquisitions and other
expansions of the Company's business.

Environmental Matters:

   The Company is subject to various federal, state and local government
requirements relating to the protection of the environment. The Company
believes that, as a general matter, its policies, practices and procedures are
properly designed to prevent unreasonable risk of environmental damage and
that its handling, manufacture, use and disposal of hazardous or toxic
substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies,
which were generally in compliance with applicable laws at the time of the
operations in question, the Company, like other companies engaged in similar
businesses, is a party to claims by government agencies and third parties and
has incurred remedial response and voluntary cleanup costs associated with
environmental matters. Additional claims and costs involving past
environmental matters may continue to arise in the future. It is the Company's
policy to record appropriate liabilities for such matters when remedial
efforts are probable and the costs can be reasonably estimated.

   In the 2001, 2000 and 1999 fiscal years, the Company charged
approximately $0.3 million, $0.2 million and $0.2 million, respectively,
against pretax income for remedial response and voluntary cleanup costs
(including legal fees). While annual expenditures have generally been constant
from year to year, and may increase over time, the Company expects it will be
able to fund such expenditures from cash flow from operations. The timing of
expenditures depends on a number of factors, including regulatory approval of
cleanup projects, remedial techniques to be utilized and agreements with other
parties. At February 25, 2001 and February 27, 2000, the recorded liability in
accrued liabilities for environmental matters was $4.4 million.

   Management does not expect that environmental matters will have a
material adverse effect on the liquidity, capital resources, business or
consolidated financial position of the Company. See Note 11 of the Notes to
Consolidated Financial Statements included in Item 8 of this Report for a
discussion of the Company's commitments and contingencies, including those
related to environmental matters.

Factors That May Affect Future Results.

   The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so
long as those statements are identified as forward-looking and are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those projected in the
statement. Certain portions of this Report which do not relate to historical
financial information may be deemed to constitute forward-looking statements
that are subject to various factors which could cause actual results to differ
materially from Park's expectations or from results which might be projected,
forecasted, estimated or budgeted by the Company in forward-looking
statements. Accordingly, the Company hereby identifies the following important
factors which could cause the Company's actual results to differ materially
from any such results which might be projected, forecast, estimated or
budgeted by the Company in forward-looking statements.

     .    The Company's customer base is concentrated, in part, because
     the Company's business strategy has been to develop long-term
     relationships with a select group of customers. During the Company's
     fiscal year ended February 25, 2001, the Company's ten largest
     customers accounted for approximately 66.5% of net sales. The
     Company expects that sales to a relatively small number of customers
     will continue to account for a significant portion of its net sales
     for the foreseeable future. A loss of one or more of such key
     customers could affect the Company's profitability. See "Business-
     Electronic Materials Operations-Customers and End Markets" in Item 1
     of this Report, "Legal Proceedings" in Item 3 of this Report and
     "Management's Discussion and Analysis of Financial Condition and
     Results of Operations" in Item 7 of this Report for discussions of
     the loss of a key customer early in the 1999 fiscal year.

     .    The Company's business is dependent on certain aspects of the
     electronics industry, which is a cyclical industry and which has
     experienced recurring downturns. The downturns, such as occurred in
     the first quarter of the Company's fiscal year ended March 2, 1997
     and in the first quarter of the Company's fiscal year ending March
     3, 2002, can be unexpected and have often reduced demand for, and
     prices of, electronic materials.

     .    The Company's operating results are affected by a number of
     factors, including various factors beyond the Company's control.
     Such factors include economic conditions in the electronics
     industry, the timing of customer orders, product prices, process
     yields, the mix of products sold and maintenance-related shutdowns
     of facilities. Operating results also can be influenced by
     development and introduction of new products and the costs
     associated with the start-up of new facilities.

     .    The Company's production processes require the use of
     substantial amounts of gas and electricity, the cost and available
     supply of which are beyond the control of the Company. Changes in
     the cost or availability of gas or electricity could materially
     increase the Company's cost of operations.

     .    Rapid technological advances in semiconductors and electronic
     equipment have placed rigorous demands on the electronic materials
     manufactured by the Company and used in printed circuit board
     production. The Company's operating results will be affected by the
     Company's ability to maintain and increase its technological and
     manufacturing capability and expertise in this rapidly changing
     industry.

     .    The electronic materials industry is intensely competitive and
     the Company competes worldwide in the market for materials used in
     the production of complex multilayer printed circuit boards. The
     Company's principal competitors are substantially larger and have
     greater financial resources than the Company, and the Company's
     operating results will be affected by its ability to maintain its
     competitive position in the industry.

     .    There are a limited number of qualified suppliers of the prin
     cipal materials used by the Company in its manufacture of electronic
     materials products. Substitutes for these products are not readily
     available, and in the recent past there have been shortages in the
     market for certain of these materials.

     .    The Company typically does not obtain long-term purchase orders
     or commitments. Instead, it relies primarily on continual
     communication with its customers to anticipate the future volume of
     purchase orders. A variety of conditions, both specific to the
     individual customer and generally affecting the customer's industry,
     can cause a customer to reduce or delay orders previously
     anticipated by the Company.

     .    The Company, from time to time, is engaged in the expansion of
     certain of its manufacturing facilities for electronic materials.
     The anticipated costs of such expansions cannot be determined with
     precision and may vary materially from those budgeted. In addition,
     such expansions will increase the Company's fixed costs. The
     Company's future profitability depends upon its ability to utilize
     its manufacturing capacity in an effective manner.

     .    The Company's business is capital intensive and, in addition,
     the introduction of new technologies could substantially increase
     the Company's capital expenditures. In order to remain competitive
     the Company must continue to make significant investments in capital
     equipment and expansion of operations. This may require that the
     Company continue to be able to access capital on terms acceptable to
     the Company.

     .    The Company may acquire businesses, product lines or
     technologies that expand or complement those of the Company. The
     integration and management of an acquired company or business may
     strain the Company's management resources and technical, financial
     and operating systems. In addition, implementation of acquisitions
     can result in large one-time charges and costs. A given acquisition,
     if consummated, may materially affect the Company's business,
     financial condition and results of operations.

     .    The Company's international operations are subject to risks,
     including unexpected changes in regulatory requirements, exchange
     rates, tariffs and other barriers, political and economic
     instability and potentially adverse tax consequences.

     .    A portion of the sales and costs of the Company's international
     operations are denominated in currencies other than the U.S. dollar
     and may be affected by fluctuations in currency exchange rates.

     .    The Company's success is dependent upon its relationship with
     key management and technical personnel.

     .    The Company's future success depends in part upon its intel
     lectual property which the Company seeks to protect through a
     combination of contract provisions, trade secret protections,
     copyrights and patents.

     .    The Company's production processes require the use, storage,
     treatment and disposal of certain materials which are considered
     hazardous under applicable environmental laws and the Company is
     subject to a variety of regulatory requirements relating to the
     handling of such materials and the release of emissions and
     effluents into the environment. Other possible developments, such as
     the enactment or adoption of additional environmental laws, could
     result in substantial costs to the Company.

     .    The market price of the Company's securities can be subject to
     fluctuations in response to quarter to quarter variations in
     operating results, changes in analysts' earnings estimates, market
     conditions in the electronic materials industry, as well as general
     economic conditions and other factors external to the Company.

     .    The Company's results could be affected by changes in the
     Company's accounting policies and practices or changes in the
     Company's organization, compensation and benefit plans, or changes
     in the Company's material agreements or understandings with third
     parties.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     The Company is exposed to market risks for changes in foreign currency
exchange rates and interest rates. The Company's primary foreign currency
exchange exposure relates to the translation of the financial statements of
foreign subsidiaries using currencies other than the U.S. dollar as their
functional currency. The Company does not believe that a 10% fluctuation in
foreign exchange rates would have had a material impact on its consolidated
results of operations or financial position. The exposure to market risks for
changes in interest rates relates to the Company's short-term investment
portfolio. This investment portfolio is managed by outside professional man
agers in accordance with guidelines issued by the Company. These guidelines
are designed to establish a high quality fixed income portfolio of government
and highly rated corporate debt securities with a maximum weighted maturity of
less than one year. The Company does not use derivative financial instruments
in its investment portfolio. Based on the average maturity of the investment
portfolio at the end of the 2001 fiscal year a 10% increase in short term
interest rates would not have had a material impact on the consolidated
results of operations or financial position of the Company.


Item 8.   Financial Statements and Supplementary Data.

     The Company's Financial Statements begin on the next page.





REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Lake Success, New York


We have audited the accompanying consolidated balance sheets of Park
Electrochemical Corp. and subsidiaries as of February 25, 2001 and February
27, 2000 and the related consolidated statements of earnings, stockholders'
equity, and cash flows for each of the three years in the period ended
February 25, 2001. Our audits also included the financial statement schedule
listed in the Index at Item 14(a)(2). These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Park Electrochemical Corp. and subsidiaries as of February 25, 2001 and
February 27, 2000 and the consolidated results of their operations and their
cash flows for each of the three years in the period ended February 25, 2001,
in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.



                                        ERNST & YOUNG LLP


New York, New York
April 27, 2001



























<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>                      Proforma
(In thousands, except share  (See Note 6)
and per share amounts)       February 25,   February 25,   February 27,
                                 2001           2001           2000
<S>                          <C>            <C>             <C>
ASSETS                         Unaudited
Current assets:
 Cash and cash equivalents   $121,988       $123,726        $ 53,153
 Marketable securities
(Note 2)                       32,017         32,017          78,309
 Accounts receivable, less
allowance for doubtful
accounts of $2,074 and
$2,388, respectively           71,105         71,105          68,335
 Inventories (Note 3)          32,307         32,307          27,368
 Prepaid expenses and other     9,456          9,456           9,614
(Note 7)
   Total current assets       266,873        268,611         236,779




Property, plant and
equipment, net of
accumulated depreciation
and amortization (Note 4)     159,309        159,309         125,977

Other assets (Note 7)             748          2,661           2,496
   Total                     $426,930       $430,581        $365,252

LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable            $ 29,481       $ 29,481        $ 24,964
 Accrued liabilities (Notes    39,052         39,052          28,973
5 and 11)
 Income taxes payable          11,567         11,567           6,729
   Total current               80,100         80,100          60,666
liabilities

Long-term debt (Note 6)          -            97,672         100,000

Deferred income taxes (Note    12,679         12,679          11,933
7)

Deferred pension liability
and other (Note 10)            11,224         11,224          13,535

Commitments and
contingencies (Notes
 10 and 11)

Stockholders' equity (Notes
6, 8, 9 and 10):
 Preferred stock, $1 par
value per share-authorized,
500,000 shares; issued,
none                             -              -               -
 Common stock, $.10 par
value per share-authorized,
60,000,000 and 30,000,000
shares, respectively;
 issued, 20,369,986 shares      2,037          2,037           2,037
 Additional paid-in capital   129,959         57,318          54,115
 Retained earnings            203,150        203,150         157,308
 Accumulated other non-
owner changes                  (5,764)        (5,764)         (5,291)
                              329,382        256,741         208,169
 Less treasury stock, at
cost, 1,030,451, 4,441,359
and 4,672,230 shares,
respectively                   (6,455)       (27,835)        (29,051)
   Total stockholders'
equity                        322,927        228,906         179,118
   Total                     $426,930       $430,581        $365,252
<FN>
See notes to consolidated financial statements.
</TABLE>

<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share and per share amounts)
<CAPTION>
                                           52 Weeks Ended
                              February 25,  February 27,  February 28,
                                  2001          2000          1999
<S>                                         <C>           <C>

Net sales                     $522,197      $425,261      $387,634

Cost of sales                  404,527       351,841       328,884

Gross profit                   117,670        73,420        58,750

Selling, general and
administrative expenses         49,897        45,508        41,279

Closure of plumbing hardware
business (Note 14)                -            4,464          -

Profit from operations          67,773        23,448        17,471

Other income:
 Interest and other income,      8,419         6,654         7,642
net
 Interest expense (Note 6)       5,593         5,720         5,400
 Total other income              2,826           934         2,242

Earnings before income taxes    70,599        24,382        19,713
Income taxes (Note 7)           21,180         6,085         4,337

Net earnings                  $ 49,419      $ 18,297      $ 15,376

Earnings per share (Note 9):
 Basic                           $3.10          $1.16         $ .93
 Diluted                         $2.65          $1.12         $ .92
<FN>
See notes to consolidated financial statements.
</TABLE>


<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<CAPTION>                                              Additional
                                     Common Stock        Paid-in    Retained
                                   Shares     Amount     Capital    Earnings
<S>                              <C>         <C>       <C>         <C>
Balance, March 1, 1998            20,369,986   $2,037     $52,311     $130,435
 Net earnings                                                           15,376
 Exchange rate changes
 Change in pension liability
adjustment
Stock options exercised                                       118
Cash dividends ($.21 per share)                                        (3,475)
Purchase of treasury stock
Comprehensive income
Balance, February 28, 1999        20,369,986    2,037      52,429      142,336
 Net earnings                                                           18,297
 Exchange rate changes
 Change in pension liability
adjustment
 Market revaluation
 Stock options exercised                                    1,686
 Cash dividends ($.21 per share)
                                                                        (3,325)
 Comprehensive income
Balance, February 27, 2000        20,369,986    2,037      54,115      157,308
 Net earnings                                                           49,419
 Exchange rate changes
 Change in pension liability
adjustment
 Market revaluation
 Conversion of long-term debt                               1,810
 Stock options exercised                                    1,393
 Purchase of treasury stock
 Cash dividends ($.23 per share)
                                                                        (3,577)
 Comprehensive income
Balance, February 25, 2001        20,369,986   $2,037     $57,318      $203,150
<FN>
See notes to consolidated financial statements.
</TABLE>







<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<CAPTION>

                                   Accumulated
                                   Other Non-                         Comprehen-
                                      Owner        Treasury Stock       sive
                                     Changes     Shares     Amount     Income
<S>                               <C>           <C>        <C>        <C>
Balance, March 1, 1998             $(1,266)    3,271,871   $(17,113)
 Net earnings                                                           $15,376
 Exchange rate changes                  98                                   98
 Change in pension liability
adjustment                            (634)                                (634)
Stock options exercised                          (39,120)       211
Cash dividends ($.21 per share)
Purchase of treasury stock                     1,654,818    (13,452)
Comprehensive income                                                    $14,840

Balance, February 28, 1999          (1,802)    4,887,569    (30,354)
 Net earnings                                                           $18,297
 Exchange rate changes              (3,407)                              (3,407)
 Change in pension liability
adjustment                             149                                  149
 Market revaluation                   (231)                                (231)
 Stock options exercised                        (215,339)     1,303
 Cash dividends ($.21 per share)
 Comprehensive income                                                   $14,808
Balance, February 27, 2000          (5,291)    4,672,230    (29,051)
 Net earnings                                                           $49,419
 Exchange rate changes              (2,255)                              (2,255)
 Change in pension liability
adjustment                           1,481                                1,481
 Market revaluation                    301                                  301
 Conversion of long-term debt                    (82,750)       519
 Stock options exercised                        (156,666)       978
 Purchase of treasury stock                        8,545       (281)
 Cash dividends ($.23 per share)
 Comprehensive income                                                   $48,946

Balance, February 25, 2001         $(5,764)    4,441,359   $(27,835)
<FN>
See notes to consolidated financial statements.
</TABLE>



<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>
                                                52 Weeks Ended
                                   February 25,  February 27,  February 28,
                                       2001          2000          1999
<S>                                <C>           <C>           <C>
Cash flows from operating
activities:
 Net earnings                       $ 49,419      $ 18,297      $ 15,376
 Adjustments to reconcile net
earnings to net cash provided by
operating activities:
  Depreciation and amortization       16,724        16,264        14,291
  Provision for plumbing business
closure costs                            -           3,230           -
  Provision for write-down of fixed
assets                                 1,146         1,234           -
  Provision for doubtful accounts
receivable                               228           725           237
  Provision for deferred income
taxes                                  2,781           600           828
  Other, net                          (1,026)          107          (165)
  Changes in operating assets and
liabilities:
   Accounts receivable                (4,324)      (13,722)       (3,624)
   Inventories                        (5,410)       (2,831)        1,298
 Prepaid expenses and other current
assets                                (3,404)          292           333
   Other assets                         (476)        1,281           579
   Accounts payable                    5,004        (5,140)       (6,481)
   Accrued liabilities                10,599         3,922        (1,627)
   Income taxes payable                6,141        (2,777)        1,137

    Net cash provided by operating
activities                            77,402        21,482        22,182

Cash flows from investing
 activities:
 Purchases of property, plant and    (55,011)      (27,846)      (24,760)
equipment
 Proceeds from sales of property,
plant and equipment                    3,250           117           385
 Purchases of marketable securities  (70,144)     (127,677)     (129,693)
 Proceeds from sales and maturities
of marketable securities             117,245       152,388       140,031

    Net cash used in investing        (4,660)       (3,018)      (14,037)
activities

Cash flows from financing activities:
 Dividends paid                       (3,577)       (3,325)       (3,475)
 Proceeds from exercise of stock
options                                1,722         2,478           232
 Purchase of treasury stock              -             -         (13,452)

    Net cash used in financing
activities                            (1,855)         (847)      (16,695)

Increase (decrease) in cash and cash
equivalents before effect of
exchange rate changes                 70,887        17,617        (8,550)
Effect of exchange rate changes on
cash and cash equivalents               (314)       (1,146)          130

Increase (decrease) in cash and cash
equivalents                           70,573        16,471        (8,420)

Cash and cash equivalents, beginning  53,153        36,682        45,102
of year

Cash and cash equivalents, end of
year                                $123,726      $ 53,153      $ 36,682
<FN>
See notes to consolidated financial statements.
</TABLE>


PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 25, 2001

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Park Electrochemical Corp. ("Park"), through its subsidiaries
(collectively, the "Company"), is a leading global designer and producer of
advanced electronic materials used to fabricate complex multilayer printed
circuit boards and other electronic interconnection systems. The Company's
multilayer printed circuit board materials include copper-clad laminates and
prepregs. Multilayer printed circuit boards and interconnection systems are
used in virtually all advanced electronic equipment to direct, sequence and
control electronic signals between semiconductor devices and passive
components. The Company also designs and manufactures specialty adhesive tapes
and advanced composite materials for the electronics, aerospace and industrial
markets. During the 2001 fiscal year, the Company closed and liquidated its
plumbing hardware business.

   a. Principles of Consolidation - The consolidated financial statements
      include the accounts of Park and its subsidiaries. All significant
      intercompany balances and transactions have been eliminated.
   b. Use of Estimates - The preparation of financial statements in
      conformity with generally accepted accounting principles requires
      management to make estimates and assumptions that affect the amounts
      reported in the financial statements and accompanying notes. Actual
      results may differ from those estimates.
   c. Accounting Period - The Company's fiscal year is the 52 or 53 week
      period ending the Sunday nearest to the last day of February. The
      2001, 2000 and 1999 fiscal years ended on February 25, 2001,
      February 27, 2000 and February 28, 1999, respectively. Fiscal 2001,
      2000 and 1999 each consisted of 52 weeks.
   d. Marketable Securities - All marketable securities are classified as
      available-for-sale and are carried at fair value, with the
      unrealized gains and losses, net of tax, included in comprehensive
      income. Realized gains and losses, amortization of premiums and
      discounts, and interest and dividend income are included in other
      income. The cost of securities sold is based on the specific
      identification method.
   e. Inventories - Inventories are stated at the lower of cost (first-in,
      first-out method) or market.
   f. Revenue Recognition - Revenues are recognized at the time product is
      shipped to the customer.
   g. Shipping Costs - The amounts paid to third-party shippers for
      transporting products to customers is classified as a selling expense. The
      amounts included in selling, general and administrative expenses were
      approximately $6,485,000, $6,483,000 and $6,704,000 for fiscal years 2001,
      2000 and 1999, respectively.
   h. Depreciation and Amortization - Depreciation and amortization are
      computed principally by the straight-line method over the estimated
      useful lives of the related assets or, with respect to leasehold
      improvements, the term of the lease, if shorter.
   i. Deferred Charges - Costs incurred in connection with the issuance of
      debt are deferred and included in other assets and amortized, using
      the effective interest method, over the debt repayment period.
   j. Income Taxes - Deferred income taxes are provided for temporary
      differences in the reporting of certain items, primarily
      depreciation, for income tax purposes as compared with financial
      accounting purposes.
      United States ("U.S.") Federal income taxes have not been provided
      on the undistributed earnings (approximately $86,400,000 at February
      25, 2001) of the Company's foreign subsidiaries, because it is
      management's practice and intent to reinvest such earnings in the
      operations of such subsidiaries.
   k. Foreign Currency Translation - Assets and liabilities of foreign
      subsidiaries using currencies other than the U.S. dollar as their
      functional currency are translated into U.S. dollars at fiscal year-
      end exchange rates, and income and expense items are translated at
      average exchange rates for the period. Gains and losses resulting
      from translation are recorded as currency translation adjustments in
      comprehensive income.
   l. Consolidated Statements of Cash Flows - The Company considers all
      money market securities and investments with maturities at the date
      of purchase of 90 days or less to be cash equivalents.






          Supplemental cash flow information:
     <TABLE>
     <CAPTION>
                                            Fiscal Year
                                   2001        2000         1999
      <S>                      <C>          <C>          <C>
      Cash paid during the
      year for:
       Interest                 $ 5,593,000  $5,524,000   $5,500,000
       Income taxes              12,281,000   7,976,000    2,159,000
</TABLE>

   m. Financial Instruments - In June 1998, the Financial Accounting
      Standards Board issued Statement of Financial Accounting Standards
      No. 133 (SFAS 133), "Accounting for Derivative Instruments and
      Hedging Activities". SFAS 133 establishes standards for the
      recognition and measurement of derivatives and hedging activities
      and requires all derivative instruments to be recorded on the
      balance sheet at fair value. This statement is effective for fiscal
      years beginning after June 15, 2000. The Company's policy is to
      enter into forward foreign currency contracts only to hedge specific
      transactions in order to reduce exposure to foreign exchange risks.
      The Company believes the adoption of these standards will not have a
      material effect on the Company's consolidated results of operations
      or financial position.

2.   MARKETABLE SECURITIES
     <TABLE>
     The following is a summary of available-for-sale securities:
     <CAPTION>
                                       Gross         Gross
                       Amortized     Unrealized    Unrealized  Estimated Fair
                          Cost         Gains         Losses         Value
 <S>                  <C>           <C>           <C>          <C>
 February 25, 2001:
 U.S. Treasury and
 other government     $  1,007,000      $ 11,000      $      -    $  1,018,000
 securities
 U.S. corporate debt
 securities             30,800,000       231,000       102,000      30,929,000
    Total debt          31,807,000       242,000       102,000      31,947,000
 securities
 Equity securities           5,000        65,000             -          70,000
                      $ 31,812,000      $307,000      $102,000    $ 32,017,000

 February 27, 2000:
 U.S. Treasury and
 other government     $ 17,491,000      $      -      $ 42,000    $ 17,449,000
 securities
 U.S. corporate debt
 securities             61,070,000         3,000       259,000      60,814,000
    Total debt          78,561,000         3,000       301,000      78,263,000
 securities
 Equity securities           5,000        41,000             -          46,000
                      $ 78,566,000      $ 44,000      $301,000    $ 78,309,000
</TABLE>

   The gross realized gains on sales of available-for-sale securities
   totaled $26,000, $9,000 and $39,000 for fiscal 2001, 2000 and 1999,
   respectively, and the gross realized losses totaled $0, $11,000 and
   $9,000 for fiscal 2001, 2000 and 1999, respectively.

   The amortized cost and estimated fair value of the debt and marketable
   equity securities at February 25, 2001, by contractual maturity, are
   shown below:
<TABLE>
<CAPTION>
                                                 Estimated
                                       Cost         Fair
                                                   Value
     <S>                           <C>          <C>
     Due in one year or less       $26,069,000  $26,197,000
     Due after one year through
     five years                      5,738,000    5,750,000
                                    31,807,000   31,947,000
     Equity securities                   5,000       70,000
                                   $31,812,000  $32,017,000
</TABLE>
3.   INVENTORIES
     <TABLE>
     <CAPTION>                February 25,  February 27,
                                  2001          2000
     <S>                      <C>           <C>
     Raw materials            $14,988,000   $10,870,000
     Work-in-process            5,075,000     5,249,000
     Finished goods            11,319,000    10,323,000
     Manufacturing supplies       925,000       926,000
                              $32,307,000   $27,368,000
</TABLE>

4.   PROPERTY, PLANT AND EQUIPMENT
     <TABLE>
     <CAPTION>                             February 25,  February 27,
                                               2001          2000
     <S>                                   <C>           <C>
     Land, buildings and improvements     $ 48,501,000  $ 44,606,000
     Machinery, equipment, furniture and
     fixtures                              233,078,000   190,656,000
                                           281,579,000   235,262,000
     Less accumulated depreciation and
     amortization                          122,270,000   109,285,000
                                          $159,309,000  $125,977,000
</TABLE>

   Depreciation and amortization expense relating to property, plant and
   equipment amounted to $16,724,000, $16,200,000 and $14,255,000 for fiscal
   2001, 2000 and 1999, respectively. Pretax charges of $1,146,000 and
   $1,234,000 were recorded in fiscal 2001 and fiscal 2000, respectively,
   for the write-down of operating equipment that will no longer be
   utilized, to its estimated net realizable value. Interest expense
   capitalized to property, plant and equipment amounts to $239,000, $93,000
   and $395,000 for fiscal 2001, 2000 and 1999, respectively.

5.   ACCRUED LIABILITIES
     <TABLE>
     <CAPTION>
                                   February 25,  February 27,
                                       2001          2000
     <S>                           <C>           <C>
     Payroll and payroll related   $12,067,000   $ 8,991,000
     Taxes, other than income
     taxes                           1,139,000     1,884,000
     Interest                        2,700,000     2,750,000
     Employee benefits               7,275,000     3,437,000
     Environmental reserve           4,431,000     4,400,000
     Other                          11,440,000     7,511,000
                                   $39,052,000   $28,973,000
</TABLE>
6.   LONG-TERM DEBT

   On February 28, 1996, the Company issued $100,000,000 principal amount of
   5.5% Convertible Subordinated Notes due 2006 (the "Notes") with interest
   payable semiannually on March 1 and September 1 of each year, commencing
   September 1, 1996. The Notes were unsecured and subordinated to other
   long-term debt and were convertible at the option of the holder at any
   time prior to maturity, unless previously redeemed or repurchased, into
   shares of the Company's common stock at $28.125 per share, subject to
   adjustment under certain conditions. The Notes were not redeemable at the
   option of the Company prior to March 1, 1999; at any time on or after
   such date, the Notes were redeemable at the option of the Company, in
   whole or in part, initially at 102.75% of the principal amount of such
   Notes redeemed and thereafter at prices declining to 100% on March 1,
   2001, together with accrued interest. Prior to February 25, 2001,
   $2,328,000 principal amount of the Notes were converted into 82,750
   shares of the Company's common stock. At February 25, 2001 and February
   27, 2000, the fair value of the Notes approximated $109,220,000 and
   $84,750,000, respectively.

   On March 1, 2001, subsequent to the Company's 2001 fiscal year end,
   $95,934,000 principal amount of Notes were converted into 3,410,908
   shares of the Company's common stock, and the remaining $1,738,000
   principal amount of Notes were redeemed by the Company for cash. The
   accompanying proforma balance sheet is adjusted as of February 25, 2001
   to reflect the changes in long-term debt other assets and stockholders'
   equity as a result of the aforementioned transactions.

   Foreign lines of credit totaled $4,100,000 at February 25, 2001, all of
   which remains available to the Company's foreign subsidiaries.

7.   INCOME TAXES

     The income tax provision includes the following:
     <TABLE>
      <CAPTION>                        Fiscal Year
                               2001         2000           1999
      <S>                 <C>           <C>          <C>
      Current:
       Federal            $ 8,367,000    $2,445,000    $  724,000
       State and local      1,509,000       339,000       608,000
       Foreign              8,523,000     2,587,000     2,177,000
                           18,399,000     5,371,000     3,509,000
      Deferred:
       Federal              1,722,000      (869,000)       31,000
       State and local        259,000       (46,000)       62,000
       Foreign                800,000     1,629,000       735,000
                            2,781,000       714,000       828,000
                          $21,180,000    $6,085,000    $4,337,000
</TABLE>

   The Company's effective income tax rate differs from the statutory
   U.S. Federal income tax rate as a result of the following:

                                              Fiscal Year
                                        2001     2000     1999

      Statutory U.S. Federal tax rate  35.0%    35.0%     35.0%
      State and local taxes, net of
       Federal benefit                  1.6      0.8       2.0
      Foreign tax rate differentials   (8.3)    (9.3)    (13.7)
      Reversal of reserves no longer
       required                          -      (3.1)     (3.5)
      Other, net                        1.7      1.6       2.2
                                       30.0%    25.0%     22.0%

   The Company had foreign net operating loss carryforwards of approximately
   $31,600,000 and $39,500,000 in fiscal 2001 and 2000, respectively. Most
   of the net operating loss carryforwards were acquired in fiscal 1998 when
   the Company purchased the capital stock of Dielektra GmbH ("Dielektra"),
   a German corporation located in Cologne, Germany. Long-term deferred tax
   assets arising from these net operating loss carryforwards were valued at
   $0 at both February 25, 2001 and February 27, 2000, net of valuation
   reserves of approximately $11,400,000 and $19,500,000, respectively. None
   of the acquired net operating loss carryforwards relate to goodwill or
   other intangible assets.

   Approximately $1,100,000 of the foreign net operating loss carryforwards
   expire in varying amounts from fiscal 2002 through fiscal 2006, and the
   remainder have an indefinite expiration.

   At February 25, 2001 and February 27, 2000, current deferred tax
   assets of $1,844,000 and $3,879,000, respectively, which were
   primarily attributable to expenses not currently deductible, were
   included in other current assets. The long-term deferred tax liabilities
   consisted primarily of timing differences relating to depreciation.

8.   STOCKHOLDERS' EQUITY

 a. Stock Split and Number of Authorized Shares - On October 10, 2000, the
    Company's Board of Directors approved a three-for-two stock split in the
    form of a stock dividend. The stock dividend was distributed November 8,
    2000 to stockholders of record on October 20, 2000. All share and per
    share data for prior periods has been retroactively restated to reflect
    the stock split. In addition, on October 10, 2000, the Company's
    stockholders approved an increase in the number of authorized shares
    of common stock from 30,000,000 to 60,000,000 shares.

 b. Stock Options - Under the 1992 Stock Option Plan (the "Plan") approved by
    the Company's stockholders, directors and key employees may be granted
    options to purchase shares of common stock of the Company exercisable at
    prices not less than the fair market value at the date of grant. Options
    become exercisable 25% one year from the date of grant, with an additional
    25% exercisable each succeeding anniversary of the date of grant.
    On July 12, 2000, the Company's stockholders approved an amendment to the
    Plan to increase the aggregate number of shares of Common Stock authorized
    for issuance under the Plan by 450,000 shares. Options to purchase a total
    of 2,625,000 shares of common stock are authorized for grant under such
    Plan. The Plan will expire in March 2002.

    The Company has elected the disclosure provision of Statement of
    Financial Standards No. 123, "Accounting for Stock-Based
    Compensation", and continues to apply Accounting Principles Board
    Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25),
    and related interpretations in accounting for the Plan. Under APB 25,
    because the exercise price of the granted options is not less than the
    market price at the date of the grant, no compensation expense is
    recognized.

    The weighted averaged fair value for options was estimated at the date
    of grant using the Black-Scholes option-pricing model to be $8.40 for
    fiscal 2001, $5.77 for fiscal 2000 and $4.92 for fiscal 1999, with the
    following weighted average assumptions: risk free interest rate of
    5.0% for fiscal 2001 and 5.5% for fiscal 2000 and 1999; expected
    volatility factors of 39%, 40% and 41% for fiscal 2001, 2000 and 1999,
    respectively; expected dividend yield of 1.5% for fiscal 2001 and 2%
    for fiscal 2000 and 1999; and estimated option lives of 4.0 years for
    fiscal 2001, 3.6 years for fiscal 2000 and 4.1 years for fiscal 1999.
    For the purpose of pro forma disclosures, the effect of applying SFAS
    123 on net income and earnings per share for fiscal 2001, 2000 and
    1999 would approximate the amounts shown below (in thousands, except
    EPS data):

     <TABLE>
  <CAPTION>            2001                2000                1999
                   As        Pro       As        Pro       As       Pro
                Reported    forma   Reported    forma   Reported   forma
  <S>           <C>        <C>      <C>        <C>      <C>       <C>
  Net income     $49,419   $47,935   $18,297   $17,303  $15,376   $14,692
  EPS-basic      $  3.10   $  3.01   $  1.16   $  1.10  $   .93   $   .89
  EPS-diluted    $  2.65   $  2.58   $  1.12   $  1.07  $   .92   $   .89
     </TABLE>
     <TABLE>
       Information with respect to the Plan follows:
  <CAPTION>                                                         Weighted
                                                                     Average
                                     Range of         Outstanding   Exercise
                                 Exercise Prices         Options      Price
  <S>                         <C>         <C>        <C>            <C>
  Balance, March 1, 1998     $ 3.67       -$18.42        937,088      $11.62
  Granted                     12.59       - 15.83        269,400       15.56
  Exercised                    3.67       - 16.42        (39,120)       5.93
  Cancelled                    8.75       - 16.42        (26,130)      14.87

  Balance, February 28, 1999 $ 3.67       -$18.42      1,141,238      $12.67
  Granted                     16.37       - 23.96        346,350       16.71
  Exercised                    3.67       - 16.42       (217,589)      11.61
  Cancelled                    8.75       - 16.54        (54,205)      15.91

  Balance, February 27, 2000 $ 3.67       -$23.96      1,215,794      $13.87
  Granted                     15.92       - 43.63        360,075       23.71
  Exercised                    3.67       - 18.42       (156,667)      12.79
  Cancelled                    4.54       - 16.54        (61,050)      16.16

  Balance, February 25,2001  $ 3.67       -$43.63      1,358,152      $16.50

  Exercisable, February 25,  $ 3.67       -$23.96        611,174      $10.68
  2001
     </TABLE>

     The following table summarizes information concerning currently
     outstanding and exercisable options.
     <TABLE>
     <CAPTION>

                 Options Outstanding                   Options Exercisable
                                 Weighted
                                 Average
                                Remaining   Weighted              Weighted
                               Contractual   Average     Number    Average
    Range of       Number of       Life     Exercise    Exercis-  Exercise
Exercise Prices   Outstanding    (Years)      Price       able      Price
<S>     <C>      <C>           <C>          <C>        <C>        <C>
$ 3.67  -$ 9.99    210,450         2.27      $ 6.17      210,450   $ 6.17
 10.00  - 19.99  1,008,202         6.66       15.89      398,474    15.54
 20.00  - 43.63    139,500         9.54       36.43        2,250    23.96

                 1,358,152                               611,174
</TABLE>

     Stock options available for future grant under the Plan at February 25,
     2001 and February 27, 2000 were 737,096 and 586,421, respectively.

     c. Stockholders' Rights Plan - On February 2, 1989, the Company
        adopted a stockholders' rights plan designed to protect stockholder
        interests in the event the Company is confronted with coercive or
        unfair takeover tactics. Under the terms of the plan, as amended on
        July 12, 1995, each share of the Company's common stock held of
        record on February 15, 1989 or issued thereafter received one
        right. In the event that a person has acquired, or has the right to
        acquire, 15% (25% in certain cases) or more of the then outstanding
        common stock of the Company (an "Acquiring Person") or tenders for
        15% or more of the then outstanding common stock of the Company,
        such rights will become exercisable, unless the Board of Directors
        otherwise determines. Upon becoming exercisable as aforesaid, each
        right will entitle the holder thereof to purchase one one-hundredth
        of a share of Series A Preferred Stock for $75, subject to
        adjustment (the "Purchase Price"). In the event that any person
        becomes an Acquiring Person, each holder of an unexercised
        exercisable right, other than an Acquiring Person, shall have the
        right to purchase, at a price equal to the then current Purchase
        Price, such number of shares of the Company's common stock as shall
        equal the then current Purchase Price divided by 50% of the then
        market price per share of the Company's common stock. In addition,
        if after a person becomes an Acquiring Person, the Company engages
        in any of certain business combination transactions as specified in
        the plan, the Company will take all action to ensure that, and will
        not consummate any such business combination unless, each holder of
        an unexercised exercisable right, other than an Acquiring Person,
        shall have the right to purchase, at a price equal to the then
        current Purchase Price, such number of shares of common stock of
        the other party to the transaction for each right held by such
        holder as shall equal the then current Purchase Price divided by
        50% of the then market price per share of such other party's common
        stock. The Company may redeem the rights for a nominal
        consideration at any time, and after any person becomes an
        Acquiring Person, but before any person becomes the beneficial
        owner of 50% or more of the outstanding common stock of the
        Company, the Company may exchange all or part of the rights for
        shares of the Company's common stock at a one-for-one exchange
        ratio. Unless redeemed, exchanged or exercised earlier, all rights
        expire on July 12, 2005.

     d. Reserved Common Shares - At February 25, 2001, 3,472,763 shares of
        common stock were reserved for issuance upon conversion of the
        Notes and 2,095,248 shares were reserved for issuance upon exercise
        of stock options.

     e. Accumulated Other Non-Owner Changes - Accumulated balances related
        to each component of other comprehensive income (loss) were as
        follows:
        <TABLE>
            <CAPTION>                 February 25,   February 27,
                                          2001           2000
            <S>                       <C>            <C>
            Currency translation      $(5,855)          $(3,600)
            adjustment
            Pension liability             (43)           (1,524)
            adjustment
            Unrealized gains/(losses)
            on investments                134              (167)

            Accumulated balance       $(5,764)          $(5,291)
     </TABLE>















9.   EARNINGS PER SHARE

  The following table sets forth the calculation of basic and diluted
  earnings per share for the fiscal years:
   <TABLE>
   <CAPTION>
                                2001          2000         1999
<S>                         <C>           <C>           <C>
Net income for basic EPS    $49,419,000   $18,297,000   $15,376,000
Add interest on 5.5%
Convertible Subordinated
Notes, net of taxes           3,585,000     3,702,000         -
Net income for diluted EPS  $53,004,000   $21,999,000   $15,376,000

Weighted average common
shares outstanding for       15,932,000    15,761,000    16,470,000
basic EPS
Net effect of dilutive
options                         548,000       327,000       237,000
Assumed conversion of 5.5%
Convertible Subordinated
Notes                         3,522,000     3,555,000         -
Weighted average shares
outstanding for diluted
EPS                          20,002,000    19,643,000    16,707,000

EPS-basic                       $3.10         $1.16         $ .93
EPS-diluted                     $2.65         $1.12         $ .92
</TABLE>

During the first half of the 2001 fiscal year, the Company closed and
liquidated its plumbing hardware business. The net income shown above
includes losses of $25,000 and $5,022,000 for the 2001 and 2000 fiscal
years, respectively, and profits of $476,000 for the 1999 fiscal year for
the discontinued plumbing hardware business. The weighted average number of
shares outstanding and the earnings per share for each year have been
adjusted to give retroactive effect to the three-for-two split of the
Company's common stock declared October 10, 2000 payable November 8, 2000
to stockholders of record on October 20, 2000.

10. EMPLOYEE BENEFIT PLANS

  a. Profit Sharing Plan - Park and certain of its subsidiaries have a non-
     contributory profit sharing retirement plan covering their regular
     full-time employees. The plan may be modified or terminated at any time,
     but in no event may any portion of the contributions revert back to
     the Company. The Company's contributions under the plan amounted to
     $4,597,000, $2,269,000 and $1,641,000 for fiscal 2001, 2000 and 1999,
     respectively. Contributions are discretionary and may not exceed the
     amount allowable as a tax deduction under the Internal Revenue Code.
     In addition, the Company sponsors a 401(k) savings plan, pursuant to
     which the contributions of employees of certain subsidiaries were
     partially matched by the Company in the amounts of $751,000, $848,000
     and $789,000 in fiscal 2001, 2000 and 1999, respectively.

  b. Pension Plans - The domestic subsidiary of the Company which conducted
     the plumbing hardware business had two pension plans, neither of which
     are active, covering its union employees. On February 27, 2000, the two
     plans were merged in order to simplify the administration of the plans.
     The Company's funding policy is to contribute annually the amounts
     necessary to satisfy applicable funding standards. There were no changes
     made to funding levels or retiree benefits as a result of the merger of
     the two plans. In connection with the closure of the plumbing hardware
     business, the Company terminated the plan and purchased annuity contracts
     to fund the pension liability. A foreign subsidiary of the Company has a
     non-contributory defined benefit plan which covers certain employees.
     Under the terms of the plan, participants may not accrue additional
     service time after December 31, 1987. The Company's policy with respect
     to this plan is to contribute annually the amounts necessary to meet
     current payment obligations of the plan.

     The Company records its deferred pension liability related to its two
     defined benefit pension plans in accordance with SFAS 87 which amounted
     to $8,451,000 and $9,773,000 at February 25, 2001 and February 27, 2000,
     respectively. The effect on the Company's consolidated financial
     statements in recording the liability was to record a corresponding
     reduction to accumulated non-owner changes of $43,000 and $1,524,000 at
     those same dates.

     Net pension costs include the following components:
     <TABLE>
     <CAPTION>
                                          Fiscal Year
Changes in Benefit Obligation         2001            2000
<S>                              <C>             <C>
Benefit obligation at beginning  $14,130,000     $ 14,601,000
of year
Service cost                          96,000           97,000
Interest cost                        839,000          953,000
Actuarial loss                       148,000          513,000
Currency translation (gain)/loss    (633,000)      (1,189,000)
Benefits paid                       (871,000)        (845,000)
Payment for annuities             (4,301,000)            -
Benefit obligation at end of     $ 9,408,000     $ 14,130,000
year

Changes in Plan Assets

Fair value of plan assets at
beginning of year                $ 3,213,000     $  3,261,000
Actual return on plan assets         169,000          (38,000)
Employer contributions             1,831,000          835,000
Benefits paid                       (871,000)        (845,000)
Payment for annuities             (4,301,000)            -
Administrative expenses paid         (41,000)            -
Fair value of plan assets        $      -        $  3,213,000

Underfunded status               $(9,408,000)    $(10,917,000)
Unrecognized net transition
obligation                              -              (1,000)
Unrecognized net loss              1,000,000        2,669,000
Net accrued pension cost         $(8,408,000)    $ (8,249,000)
</TABLE>

<TABLE>
<CAPTION>
                                                Fiscal Year
Components of Net Periodic Benefit     2001         2000         1999
Cost
<S>                                <C>           <C>          <C>
Service cost - benefits earned
during the period                  $   96,000     $   97,000   $ 131,000
Interest cost on projected benefit    839,000        953,000     949,000
obligation
Expected return on plan assets       (252,000)      (262,000)    (250,000)
Amortization of unrecognized
transition obligation                    -            17,000       29,000
Amortization of prior service cost       -            14,000       24,000
Recognized net actuarial loss          38,000         58,000       53,000
Effect of curtailment               1,761,000        144,000         -
Net periodic pension cost          $2,482,000     $1,021,000    $ 936,000
</TABLE>

  The projected benefit obligation for the domestic plan was determined
  using an assumed discount rate of 7.50% for fiscal 2000 and the assumed
  long-term rate of return on plan assets was 8%. Projected wage increases
  are not applicable as benefits pursuant to the plan are based upon years
  of service without regard to levels of compensation.

  The projected benefit obligation for the foreign plan was determined
  using an assumed discount rate of 6% for fiscal years 2001 and 2000.
  Projected wage increases of 2.1% and 3% and inflation factors of 1.5% and
  2% were also assumed for fiscal years 2001 and 2000, respectively. As
  previously stated, the Company's funding policy with respect to this plan
  is to contribute annually the amounts necessary to meet current payment
  obligations of the plan.

11. COMMITMENTS AND CONTINGENCIES

  a. Lease Commitments - The Company conducts certain of its operations in
     leased facilities, which include several manufacturing plants, warehouses
     and offices, and land leases. The leases on facilities are for terms of
     up to 10 years, the latest of which expires in 2008. Many of the leases
     contain renewal options for periods ranging from one to ten years and
     require the Company to pay real estate taxes and other operating costs.
     The latest land lease expiration is 2013 and this land lease contains
     renewal options of up to 35 years.

     These non-cancelable operating leases have the following payment
     schedule.

                    Fiscal       Amount
                     Year
                     2002     $ 2,452,000
                     2003       1,640,000
                     2004         962,000
                     2005         477,000
                     2006         342,000
                  Thereafter      700,000
                               $6,573,000

     Rental expense, inclusive of real estate taxes and other costs, amounted
     to $3,710,542, $3,424,000 and $2,861,000 for fiscal 2001, 2000 and 1999,
     respectively

 b. Environmental Contingencies - The Company and certain of its subsidiaries
    have been named by the Environmental Protection Agency (the "EPA") or a
    comparable state agency under the Comprehensive Environmental Response,
    Compensation and Liability Act (the "Superfund Act") or similar state law
    as potentially responsible parties in connection with alleged releases of
    hazardous substances at nine sites. In addition, a subsidiary of the
    Company has received cost recovery claims under the Superfund Act from
    other private parties involving two other sites, and has received
    requests from the EPA under the Superfund Act for information with
    respect to its involvement at three other sites.

    Under the Superfund Act and similar state laws, all parties who may have
    contributed any waste to a hazardous waste disposal site or contaminated
    area identified by the EPA or comparable state agency may be jointly and
    severally liable for the cost of cleanup. Generally, these sites are
    locations at which numerous persons disposed of hazardous waste. In the
    case of the Company's subsidiaries, generally the waste was removed from
    their manufacturing facilities and disposed at waste sites by various
    companies which contracted with the subsidiaries to provide waste
    disposal services. Neither the Company nor any of its subsidiaries have
    been accused of or charged with any wrongdoing or illegal acts in
    connection with any such sites. The Company believes it maintains an
    effective and comprehensive environmental compliance program.

    The insurance carriers that provided general liability insurance coverage
    to the Company and its subsidiaries for the years during which the
    Company's subsidiaries' waste was disposed at these sites have agreed to
    pay, or reimburse the Company and its subsidiaries for, 100% of their
    legal defense and remediation costs associated with three of these sites
    and 25% of such costs associated with another three of these sites.

    The total costs incurred by the Company and its subsidiaries in
    connection with these sites, including legal fees incurred by the Company
    and its subsidiaries and their assessed share of remediation costs and
    excluding amounts paid or reimbursed by insurance carriers, were
    approximately $300,000, $200,000 and $200,000 in fiscal 2001, 2000 and
    1999, respectively. The recorded liabilities included in accrued
    liabilities for environmental matters were $4,431,000 at February 25,
    2001, $4,350,000 at February 27, 2000 and $3,500,000 at February 28,
    1999.

    Included in cost of sales are charges for actual expenditures and
    accruals, based on estimates, for certain environmental matters described
    above. The Company accrues estimated costs associated with known
    environmental matters, when such costs can be reasonably estimated and
    when the outcome appears probable. Management believes the ultimate
    disposition of known environmental matters will not have a material
    adverse effect on the liquidity, capital resources, business or
    consolidated financial position of the Company. However, one or more of
    such environmental matters could have a significant negative impact on
    the Company's consolidated financial results for a particular reporting
    period.

12. BUSINESS SEGMENTS

    The Company's specialty adhesive tape and film business, advanced
    composite business and plumbing hardware business were previously
    aggregated into the engineered materials and plumbing hardware segment.
    During fiscal 2001, the Company closed and liquidated its plumbing
    hardware business (See Note 14). In fiscal 2001, 2000 and 1999, the
    specialty adhesive tape, advanced composite and plumbing hardware
    businesses comprised less than 10% of the Company's consolidated revenues
    and assets, and the Company considered itself to operate in one business
    segment. The Company's electronic materials products are marketed
    primarily to major independent printed circuit board fabricators,
    contract manufacturers and, to a lesser extent, large electronic original
    equipment manufacturers ("OEMs") located throughout North America, Europe
    and Asia. The Company's specialty adhesive tape and advanced composite
    customers, the majority of which are located in the United States,
    include OEMs, independent firms and distributors in the electronics,
    aerospace and industrial industries.

    Sales are attributed to geographic region based upon the region from
    which the materials were shipped to the customer. Intersegment sales and
    sales between geographic areas were not significant.

    Financial information regarding the Company's operations by geographic
    area follows (in thousands):







<TABLE>
<CAPTION>
                                        Fiscal Year
                                 2001      2000       1999
    <S>                        <C>       <C>        <C>
    United States              $312,851   $266,158   $235,699
    Europe                      121,329     95,812     90,112
    Asia                         88,017     63,291     61,823
      Total sales              $522,197   $425,261   $387,634

    United States              $108,804   $ 74,846   $ 65,231
    Europe                       24,657     27,484     30,948
    Asia                         26,596     24,092     22,814
      Total long-lived assets  $160,057   $126,422   $118,993

</TABLE>

13. CUSTOMER AND SUPPLIER CONCENTRATIONS

  a. Customers - Sales to Sanmina Corporation were 25.1% and 23.4% of the
     Company's total worldwide sales for fiscal years 2001 and 2000,
     respectively. The fiscal year 2000 percentage has been adjusted to
     reflect the combined sales to Sanmina Corporation and Hadco
     Corporation, which merged into Sanmina Corporation in June 2000.

     While no other customer accounted for 10% or more of the total sales
     of the Company in fiscal 2001, and the Company is not dependent on
     any single customer, the loss of a major electronic materials customer
     or of a group of customers could have a material adverse effect on the
     Company's business.

  b. Sources of Supply - The principal materials used in the manufacture of
     the Company's electronic materials products are specially manufactured
     copper foil, fiberglass cloth and synthetic reinforcements, and specially
     formulated resins and chemicals. Although there are a limited number of
     qualified suppliers of these materials, the Company has nevertheless
     identified alternate sources of supply for each of the aforementioned
     materials. While the Company has not experienced significant problems in
     the delivery of these materials and considers its relationships with its
     suppliers to be strong, a disruption of the supply of material from a
     principal supplier could adversely affect the Company's electronic
     materials business. Furthermore, substitutes for the aforesaid materials
     are not readily available and an inability to obtain essential materials,
     if prolonged, could materially adversely affect the Company's electronic
     materials business.

14. CLOSURE OF THE PLUMBING HARDWARE BUSINESS

   In the fourth quarter of the 2000 fiscal year, the Company decided to
   close and liquidate its plumbing hardware business. The pre-tax charges to
   earnings for the 2000 fiscal year related to the closure of the plumbing
   hardware business totaled $4,464,000, including $1,234,000 for the
   impairment of long-lived assets, $1,111,000 for other asset write-offs,
   and $2,119,000 for facility and other costs related to the closure.

   During the 2001 fiscal year, the Company closed and liquidated its
   plumbing hardware business. In the fourth quarter of the 2001 fiscal year,
   the Company realized $1,262,000 in gains from the sale of real estate and
   other plumbing hardware business assets, collected $290,000 more of
   accounts receivable than originally anticipated, and reversed $600,000 of
   liabilities accrued in fiscal year 2000 for other costs to close the
   business, which were no longer required. At February 25, 2001, there are
   $875,000 of accrued liabilities remaining related to the closure of the
   plumbing hardware business. In the fourth quarter of the 2001 fiscal year,
   an expense of $1,149,000 was incurred for the purchase of annuity
   contracts to fund the liability of the pension plan that was terminated.

   The operating results of the plumbing hardware business included in the
   Consolidated Statement of Earnings are as follows (in thousands):

<TABLE>
<CAPTION>

                                          52 Weeks Ended
                            February 25,  February 27,   February 28,
                                2001          2000           1999
    <S>                     <C>           <C>            <C>
    Net sales               $1,883         $13,491        $18,197
    Cost of sales            1,001          11,486         15,080

    Gross profit               882           2,005          3,117
   Selling, general and        907           2,563          2,641
    administrative
    expenses

    (Loss) profit from      $  (25)        $  (558)        $  476
     operations
</TABLE>













15.       SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
          <TABLE>
          <CAPTION>
                                             Quarter
                                First    Second     Third    Fourth
                                 (In thousands, except per share
                                             amounts)
   <S>                        <C>       <C>       <C>       <C>
   Fiscal 2001:
    Net sales                 $120,159   $129,902  $142,608  $129,528
    Gross profit                23,695     28,393    34,116    31,466
    Net earnings                 8,829     11,655    14,827    14,108

    Earnings per share:
     Basic                       $.56       $.73      $.93      $.88
     Diluted                     $.50       $.63      $.78      $.74

    Weighted average common
    shares outstanding:
     Basic                      15,858     15,882    15,940    16,047
     Diluted                    19,602     19,939    20,217    20,249

   Fiscal 2000:
    Net sales                 $104,454   $107,729  $108,183  $104,895
    Gross profit                19,030     19,418    18,704    16,268
    Net earnings                 5,698      6,047     5,790     762

    Earnings per share:
     Basic                       $.37       $.39      $.37      $.05
     Diluted                     $.34       $.35      $.34      $.05

    Weighted average common
    shares outstanding:
     Basic                      15,645     15,734    15,819    15,848
     Diluted                    19,458     19,644    19,832    16,085
</TABLE>

  During the fourth quarter of the 2000 fiscal year, the Company decided to
  close and liquidate its plumbing hardware business. The pre-tax charges
  to earnings for the fourth quarter of the 2000 fiscal year related to the
  discontinued plumbing hardware business totaled $5,022,000, including
  $1,234,000 related to the impairment of long-lived assets, $1,111,000 for
  other  asset write-offs, $2,119,000 for other facility and costs related
  to the plumbing hardware business closure, and $520,000 of operating
  losses. Without the plumbing hardware business charges and operating loss
  in the fourth quarter of the 2000 fiscal year, the net earnings for the
  quarter would have been $4,002,000 and the basic and diluted earnings per
  share for the quarter would have increased by $.21 and $.20,
  respectively.

  Earnings per share is computed separately for each quarter.  Therefore,
  the sum of such quarterly per share amounts may differ from the total for
  the years. The weighted average number of shares outstanding and the
  earnings per share for each period, have been adjusted to give
  retroactive effect to the three-for-two split of the Company's common
  atock declared October 10, 2000 payable November 8, 2000 to stockholders
  of record on October 20, 2000.

16. SUBSEQUENT EVENTS

   On  March  1,  2001, $95,934,000 principal amount of the  Company's  5.5%
   Convertible  Subordinated  Notes due March 1, 2006  were  converted  into
   3,410,908  shares  of  the  Company's common  stock,  and  the  remaining
   $1,738,000 principal amount of the Notes were redeemed by the Company  on
   March 2, 2001 for cash.

   On April 27, 2001, the Company sold the assets and business of its wholly
   owned  subsidiary,  Nelco Technology, Inc. ("NTI"), to Dynamic  Details
   Incorporated, Arizona, a wholly owned subsidiary of DDi Corp. NTI was a
   manufacturer of semi-finished printed circuit boards, commonly known as
   mass  lamination. The Company expects to record a charge of approximately
   $15 million in its fiscal 2002 first quarter in connection with this sale
   and the closure of a related support facility. For the fiscal year ended
   February 25, 2001, NTI had net sales of approximately $39 million of mass
   lamination products.


                                    *******


Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure.

               Not applicable.
















                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.

The information called for by this item (except for information as to the
Company's executive officers, which information appears elsewhere in this
Report) is incorporated by reference to the Company's definitive proxy
statement for the 2001 Annual Meeting of Shareholders to be filed pursuant
to Regulation 14A.

Item 11.  Executive Compensation.

The information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2001 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2001 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.

Item 13.  Certain Relationships and Related Transactions.

The information called for by this Item is incorporated by reference to
the Company's definitive proxy statement for the 2001 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.























                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and     Page
          Reports on Form 8-K.
          (a) Documents filed as a part of this Report
           (1) Financial Statements:

             The following Consolidated Financial
               Statement of the Company are included in
               Part II, Item 8:

             Report of Ernst & Young LLP, independent
               auditors

             Balance Sheets

             Statement of Earnings

             Statement of Stockholders' Equity

             Statement of Cash Flows

             Notes to Consolidated Financial Statement
              (1-16)

           (2) Financial Statement Schedules:

             The following additional information should
              be read in conjunction with the
              Consolidated Financial Statements of the
              Registrant described in item 14(a)(1)
              above:

             Schedule II - Valuation and Qualifying
               Accounts

             All other schedules have been omitted
              because they are not applicable or not
              required, or the information is included
              elsewhere in the financial statements or
              notes thereto.

         (3)   Exhibits:
                 The information required by this Item relating to Exhibits
               to this Report is included in the Exhibit Index on pages 54 to
               59 hereof.
          (b)  Reports on Form 8-K.

              No reports on Form 8-K have been filed during the fiscal
              quarter ended February 25, 2001.


                                  SIGNATURES


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

Date:  May 23, 2001              PARK ELECTROCHEMICAL CORP.


                              By:/s/Brian E. Shore
                                 Brian E. Shore,
                                 President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Signature             Title                        Date

/s/Brian E. Shore     President and Chief
Brian E. Shore        Executive Officer and
                      Director                     May 23, 2000
                      (principal executive
                      officer)

/s/Murray O. Stamer   Senior Vice President,
Murray O. Stamer      Finance
                      (principal financial and     May 23, 2000
                      accounting officer)

/s/Jerry Shore        Chairman of the Board and
Jerry Shore           Director                     May 23, 2000

/s/Mark S. Ain
Mark S. Ain           Director                     May 23, 2000

/s/Anthony Chiesa
Anthony Chiesa        Director                     May 23, 2000

/s/Lloyd Frank
Lloyd Frank           Director                     May 23, 2000

/s/Ronald F. Ostrow
Ronald F. Ostrow      Director                     May 23, 2000




<TABLE>
Schedule II
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<CAPTION>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
     Column A        Column B     Column C

                    Balance at   Charged to
                     Beginning    Cost and
   Description       of Period    Expenses
<S>                 <C>          <C>
ALLOWANCE FOR
DOUBTFUL ACCOUNTS:

52 weeks ended
February 25, 2001    $2,388,000    $ 228,000

52 weeks ended
February 27, 2000    $2,030,000    $ 725,000

52 weeks ended
February 28, 1999    $1,858,000    $ 238,000

Schedule II (continued)
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<CAPTION>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
       Column D           Column E
        Other
                         Balance at
 Accounts  Translation     End of
 Written   Adjustment      Period
   Off
<C>        <C>          <C>
   (A)



$(477,000)  $ (65,000)     $2,074,000


$(332,000)  $ (35,000)     $2,388,000


         $  $  (3,000)     $2,030,000
  (63,000)
<FN>
(A) Uncollectable accounts, net of recoveries.
</TABLE>

                                 EXHIBIT INDEX

Exhibit
Numbers    Description                                              Page
3.01       Restated Certificate of Incorporation, dated March 28,
           1989, filed with the Secretary of State of the State of
           New York on April 10, 1989, as amended by Certificate
           of Amendment of the Certificate of Incorporation,
           increasing the number of authorized shares of Common
           stock from 15,000,000 to 30,000,000 shares, dated July
           12, 1995, filed with the Secretary of State of the
           State of New York on July 17, 1995, and by Certificate
           of Amendment of the Certificate of Incorporation,
           amending certain provisions relating to the rights,
           preferences and limitations of the shares of a series
           of Preferred Stock, date August 7, 1995, filed with the
           Secretary of State of the State of New York on August
           16, 1995 (Reference is made to Exhibit 3.01 of the
           Company's Quarterly Report on Form 10-Q for the fiscal
           quarter ended August 27, 1995, Commission File No. 1-
           4415, which is incorporated herein by reference.)         -

3.02       By-Laws, as amended March 15, 1999. (Reference is made
           to Exhibit 3(i) the Company's Current Report on Form 8-
           K dated March 15, 1999, Commission File No. 1-4415,
           which is incorporated herein by reference.)               -

4.01       Amended and Restated Rights Agreement, dated as of July
           12, 1995, between the Company and Registrar and
           Transfer Company, as Rights Agent, relating to the
           Company's Preferred Stock Purchase Rights. (Reference
           is made to Exhibit 1 to Amendment No. 1 on Form 8-A/A
           filed on August 10, 1995, Commission File No. 1-4415,
           which is incorporated herein by reference.)               -

10.01      Lease dated December 12, 1989 between Nelco Products,
           Inc. and James Emmi regarding real property located at
           1100 East Kimberly Avenue, Anaheim, California and
           letter dated December 29, 1994 from Nelco Products,
           Inc. to James Emmi exercising its option to extend such
           Lease. (Reference is made to Exhibit 10.01 of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended March 3, 1996, Commission File No. 1-4415,
           which is incorporated herein by reference.)               -

10.02      Lease dated December 12, 1989 between Nelco Products,
           Inc. and James Emmi regarding real property located at
           1107 East Kimberly Avenue, Anaheim, California and
           letter dated December 29, 1994 from Nelco Products,
           Inc. to James Emmi exercising its option to extend such
           Lease. (Reference is made to Exhibit 10.02 of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended March 3, 1996, Commission File No. 1-4415,
           which is incorporated herein by reference.)               -
10.03      Lease Agreement dated August 16, 1983 and Exhibit C,
           First Addendum to Lease, between Nelco Products, Inc.
           and TCLW/Fullerton regarding real property located at
           1411 E. Orangethorpe Avenue, Fullerton, California.
           (Reference is made to Exhibit 10.03 of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           March 3, 1996, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.03(a)   Second Addendum to Lease dated January 26, 1987 to
           Lease Agreement dated August 16, 1983 (see Exhibit
           10.03 hereto) between Nelco Products, Inc. and
           TCLW/Fullerton regarding real property located at 1421
           E. Orangethorpe Avenue, Fullerton, California.
           (Reference is made to Exhibit 10.03(a) of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           February 26, 1995, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.03(b)   Third Addendum to Lease dated January 7, 1991 and
           Fourth Addendum to Lease dated January 7, 1991 to Lease
           Agreement dated August 16, 1983 (see Exhibit 10.03
           hereto) between Nelco Products, Inc. and TCLW/Fullerton
           regarding real property located at 1411, 1421 and 1431
           E. Orangethorpe Avenue, Fullerton, California.
           (Reference is made to Exhibit 10.03(b) of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           March 2, 1997, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.03(c)   Fifth Addendum to Lease dated July 5, 1995 to Lease
           dated August 16, 1983 (see Exhibit 10.03 hereto)
           between Nelco Products, Inc. and TCLW/Fullerton
           regarding real property located at 1411 E. Orangethorpe
           Avenue, Fullerton, California. (Reference is made to
           Exhibit 10.03(c) of the Company's Annual Report on Form
           10-K for the fiscal year ended March 3, 1996,
           Commission File No. 1-4415, which is incorporated
           herein by reference.)                                     -

10.04      Lease Agreement dated May 26, 1982 between Nelco
           Products Pte. Ltd. (lease was originally entered into
           by Kiln Technique (Private) Limited, which subsequently
           assigned this lease to Nelco Products Pte. Ltd.) and
           the Jurong Town Corporation regarding real property
           located at 4 Gul Crescent, Jurong, Singapore.
           (Reference is made to Exhibit 10.05 of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           February 28, 1993, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.04(a)   Deed of Assignment, dated April 17, 1986 between Nelco
           Products Pte. Ltd., Kiln Technique (Private) Limited
           and Paul Ma, Richard Law, and Michael Ng, all of Peat
           Marwick & Co., of the Lease Agreement dated May 26,
           1982 (see Exhibit 10.04 hereto) between Kiln Technique
           (Private) Limited and the Jurong Town Corporation
           regarding real property located at 4 Gul Crescent,
           Jurong, Singapore. (Reference is made to Exhibit
           10.05(a) of the Company's Annual Report on Form 10-K
           for the fiscal year ended February 28, 1993, Commission
           File No. 1-4415, which is incorporated herein by
           reference.)                                               -

10.05(a)   Amended and Restated 1982 Stock Option Plan of the
           Company. (Reference is made to Exhibit 10.06(a) of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended March 1, 1992, Commission File No. 1-4415,
           which is incorporated herein by reference. This exhibit
           is a management contract or compensatory plan or
           arrangement.)                                             -

10.05(b)   1992 Stock Option Plan of the Company, as amended by
           First Amendment thereto. (Reference is made to Exhibit
           10.06(b) of the Company's Annual Report on Form 10-K
           for the fiscal year ended March 1, 1998, Commission
           File No. 1-4415, which is incorporated herein by
           reference. This exhibit is a management contract or
           compensatory plan or arrangement.)                        -

10.06      Amended and Restated Employment Agreement dated
           February 28, 1994 between the Company and Jerry Shore.
           (Reference is made to Exhibit 10.07(c) of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           February 27, 1994, Commission File No. 1-4415, which is
           incorporated herein by reference. This exhibit is a
           management contract or compensatory plan or
           arrangement.)                                             -

10.06(a)   Amendment No. 1 dated March 1, 1995 to the Amended and
           Restated Employment Agreement dated February 28, 1994
           (see Exhibit 10.06 hereto) between the Company and
           Jerry Shore. (Reference is made to Exhibit 10.07(c) of
           the Company's Annual Report on Form 10-K for the fiscal
           year ended February 26, 1995, Commission File No. 1-
           4415, which exhibit is incorporated herein by
           reference. This exhibit is a management contract or
           compensatory plan or arrangement.)                        -

10.06(b)   Amendment No. 2 dated December 5, 1996 to the Amended
           and Restated Employment Agreement dated February 28,
           1994 (see Exhibit 10.06 hereto) between the Company and
           Jerry Shore. (Reference is made to Exhibit 10.07(b) of
           the Company's Annual Report on Form 10-K for the fiscal
           year ended March 2, 1997, Commission File No. 1-4415,
           which is incorporated herein by reference. This exhibit
           is a management contract or compensatory plan or
           arrangement.)                                             -

10.06(c)   Amendment No. 3 dated October 14, 1997 to the Amended
           and Restated Employment Agreement dated February 28,
           1994 (see Exhibit 10.06 hereto) between the Company and
           Jerry Shore. (Reference is made to Exhibit 10.07(c) of
           the Company's Annual Report on Form 10-K for the fiscal
           year ended March 1, 1998, Commission File No. 1-4415,
           which is incorporated herein by reference. This exhibit
           is a management contract or compensatory plan or
           arrangement.)                                             -

10.07      Lease dated April 15, 1988 between FiberCote
           Industries, Inc. (lease was initially entered into by
           USP Composites, Inc., which subsequently changed its
           name to FiberCote Industries, Inc.) and Geoffrey
           Etherington, II regarding real property located at 172
           East Aurora Street, Waterbury, Connecticut. (Reference
           is made to Exhibit 10.08 of the Company's Annual Report
           on Form 10-K for the fiscal year ended February 26,
           1995, Commission File No. 1-4415, which is incorporated
           herein by reference.)                                     -

10.07(a)   Amendment to Lease dated December 21, 1992 to Lease
           dated April 15, 1988 (see Exhibit 10.07 hereto) between
           FiberCote Industries, Inc. and Geoffrey Etherington II
           regarding real property located at 172 East Aurora
           Street, Waterbury, Connecticut. (Reference is made to
           Exhibit 10.08(a) of the Company's Annual Report on Form
           10-K for the fiscal year ended February 28, 1993,
           Commission File No. 1-4415, which is incorporated
           herein by reference.)                                     -

10.07(b)   Letter dated June 30, 1997 from FiberCote Industries,
           Inc. to Geoffrey Etherington II extending the Lease
           dated April 15, 1988 (see Exhibit 10.07 hereto) between
           FiberCote Industries, Inc. and Geoffrey Etherington II
           regarding real property located at 172  East Aurora
           Street, Waterbury Connecticut. (Reference is made to
           Exhibit 10.08(b) of the Company's Annual Report on Form
           10-K for the fiscal year ended March 1, 1998,
           Commission File No. 1-4415, which is incorporated
           herein by reference.)                                     -

10.08      Lease dated August 31, 1989 between Nelco Technology,
           Inc. and Cemanudi Associates regarding real property
           located at 1104 West Geneva Drive, Tempe, Arizona.
           (Reference is made to Exhibit 10.11 of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           March 3, 1996, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.08(a)   First Amendment to Lease dated October 21, 1994 to
           Lease dated August 31, 1989 (see Exhibit 10.08 hereto)
           between Nelco Technology, Inc. and Cemanudi Associates
           regarding real property located at 1104 West Geneva
           Drive, Tempe, Arizona. (Reference is made to Exhibit
           10.11(a) of the Company's Annual Report on Form 10-K
           for the fiscal year ended February 26, 1995, Commission
           File No. 1-4415, which is incorporated herein by
           reference.)                                               -

10.09      Lease dated March 24, 1995 between Nelco Technology,
           Inc. and CMD Southwest Inc. regarding real property
           located at 1131 West Fairmont, Tempe, Arizona.
           (Reference is made to Exhibit 10.12 of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           March 3, 1996, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.09(a)   First Amendment to Lease dated January 18, 1996 to
           Lease dated March 24, 1995 (see Exhibit 10.09 hereto)
           between Nelco Technology, Inc. and CMD Southwest Inc.
           regarding real property located at 1131 West Fairmont,
           Tempe, Arizona. (Reference is made to Exhibit 10.12(a)
           of the Company's Annual Report on Form 10-K for the
           fiscal year ended March 3, 1996, Commission File No. 1-
           4415, which is incorporated herein by reference.)         -

10.10      Lease dated December 12, 1990 between Neltec, Inc. and
           NZ Properties, Inc. regarding real property located at
           1420 W. 12th Place, Tempe, Arizona. (Reference is made
           to Exhibit 10.13 of the Company's Annual Report on Form
           10-K for the fiscal year ended March 2, 1997,
           Commission File No. 1-4415, which is incorporated
           herein by reference.)                                     -

10.10(a)   Letter dated January 8, 1996 from Neltec, Inc. to NZ
           Properties, Inc. exercising its option to extend the
           Lease dated December 12, 1990 (see Exhibit 10.10
           hereto) between Neltec, Inc. and NZ Properties, Inc.
           regarding real property located at 1420 W. 12th Place,
           Tempe, Arizona. (Reference is made to Exhibit 10.13(a)
           of the Company's Annual Report on Form 10-K for the
           fiscal year ended March 2, 1997, Commission File No. 1-
           4415, which is incorporated herein by reference.)         -

10.11      Lease dated January 8, 1992 between Nelco Technology,
           Inc. and CMD Southwest, Inc. regarding real property
           located at 1135 West Geneva Drive, Tempe, Arizona.
           (Reference is made to Exhibit 10.15 of the Company's
           Annual Report on Form 10-K for the fiscal year ended
           March 1, 1992, Commission File No. 1-4415, which is
           incorporated herein by reference.)                        -

10.11(a)   First Amendment dated July 8, 1996 to Lease dated
           January 8, 1992 (see Exhibit 10.11 hereto) between
           Nelco Technology, Inc. and CMD Southwest, Inc.
           regarding real property located at 1135 West Geneva
           Drive, Tempe, Arizona. (Reference is made to Exhibit
           10.15(a) of the Company's Annual Report on Form 10-K
           for the fiscal year ended March 2, 1997, Commission
           File No. 1-4415, which is incorporated herein by
           reference.)                                               -

10.12      Tenancy Agreement dated October 8, 1992 between Nelco
           Products Pte. Ltd. and Jurong Town Corporation
           regarding real property located at 36 Gul Lane, Jurong
           Town, Singapore. (Reference is made to Exhibit 10.18 of
           the Company's Annual Report on Form 10-K for the fiscal
           year ended February 28, 1993, Commission File No. 1-
           4415, which is incorporated herein by reference.)         -

10.12(a)   Tenancy Agreement dated November 3, 1995 between Nelco
           Products Pte. Ltd. and Jurong Town Corporation
           regarding real property located at 36 Gul Lane, Jurong
           Town, Singapore. (Reference is made to Exhibit 10.16(a)
           of the Company's Annual Report on Form 10-K for the
           fiscal year ended March 2, 1997, Commission File No. 1-
           4415, which is incorporated herein by reference.)         -

10.13      Lease Contract dated February 26, 1988 between the New
           York State Department of Transportation and the
           Edgewater Stewart Company regarding real property
           located at 15 Governor Drive in the Stewart
           International Airport Industrial Park, New Windsor, New
           York. (Reference is made to Exhibit 10.19 of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended February 26, 1995, Commission File No. 1-
           4415, which is incorporated herein by reference.)         -

10.13(a)   Assignment and Assumption of Lease dated February 16,
           1995 between New England Laminates Co., Inc. and the
           Edgewater Stewart Company regarding the assignment of
           the Lease Contract (see Exhibit 10.13 hereto) for the
           real property located at 15 Governor Drive in the
           Stewart International Airport Industrial Park, New
           Windsor, New York. (Reference is made to Exhibit
           10.19(a) of the Company's Annual Report on Form 10-K
           for the fiscal year ended February 26, 1995, Commission
           File No. 1-4415, which is incorporated herein by
           reference.)                                               -

10.13(b)   Lease Amendment No. 1 dated February 17, 1995 between
           New England Laminates Co., Inc. and the New York State
           Department of Transportation to Lease Contract dated
           February 26, 1988 (see Exhibit 10.13 hereto) regarding
           the real property located at 15 Governor Drive in the
           Stewart International Airport Industrial Park, New
           Windsor, New York. (Reference is made to Exhibit
           10.19(b) of the Company's Annual Report on Form 10-K
           for the fiscal year ended February 26, 1995, Commission
           File No. 1-4415, which is incorporated herein by          -
           reference.)

10.14      Sale and Purchase Agreement dated 29 October 1997
           between Dieter G. Weiss, Lothar Hubert Reinartz, Nelco
           International Corporation and Park Electrochemical
           Corp. relating to the sale and purchase of shares of
           capital in Dielektra GmbH. (Reference is made to
           Exhibit 10.01 of the Company's Quarterly Report on Form
           10-Q for the fiscal quarter ended November 30, 1997,
           Commission File No. 1-4415, which is incorporated
           herein by reference.)                                     -

21.01      Subsidiaries of the Company                               60

23.01      Consent of Ernst & Young LLP                              61





                                                          EXHIBIT 21.01


                  SUBSIDIARIES OF PARK ELECTROCHEMICAL CORP.


The following table lists Park's subsidiaries and the jurisdiction  in
which each such subsidiary is organized.


               Name                 Jurisdiction of
                                     Incorporation
Dielectric Polymers, Inc.           Massachusetts
Dielektra GmbH                      Germany
FiberCote Industries, Inc.          Connecticut
Nelco GmbH                          West Germany
Nelco Products, Inc.                Delaware
Nelco Products Pte. Ltd.            Singapore
Nelco Products Snd. Bhd.            Malaysia
Nelco S.A.                          France
Nelco STS, Inc.                     Delaware
Nelco Technology, Inc.              Delaware
Neltec, Inc.                        Delaware
Neltec S.A.                         France
Neluk, Inc.                         Delaware
New England Laminates Co., Inc.     New York
New England Laminates (U.K.) Ltd.   England
Park Advanced product Development   Delaware
Corp.
ParkNelco SNC                       France
Technocharge Limited                England









                                                           Exhibit 23.01






INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in the Registration Statements
Nos. 33-3777, 33-16650, 33-55383, 33-63956 and 333-12463 on Form S-8 of our
report, dated April 27, 2001, with respect to the consolidated financial
statements and schedule of Park Electrochemical Corp. included in the Annual
Report on Form 10-K of Park Electrochemical Corp. for the fiscal year ended
February 25, 2001.




ERNST & YOUNG LLP



New York, New York
May 23, 2001

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