


                                                                 Exhibit 99(b)



                                     Report of Independent Accountants

To the Board of Directors and Shareholder
of Comasec Holdings, Inc.

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statements of income,  of  shareholder's  equity and of cash flows
present  fairly in all  material  respects,  the  financial  position of Comasec
Holdings, Inc. and its subsidiary at December 31, 1996, and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these  statements in accordance with generally  accepted  auditing  standards
which 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,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for the opinion expressed above.

/s/Price Waterhouse LLP
-----------------------
Price Waterhouse LLP

Costa Mesa, California
June 17, 1997


<PAGE>

Comasec Holdings, Inc. and subsidiary

Consolidated Balance Sheet

<TABLE>
<CAPTION>

Assets                                            Notes        December 31, 1996
<S>                                                <C>          <C>             

Current Assets:
  Cash and cash equivalents                                    $      765,066
  Accounts receivable, net of allowance
  for doubtful accounts of $69,000                                  2,911,913
  Inventories                                     2 & 3             3,418,036
  Amounts due from affiliates                       9               2,946,910
  Deferred income taxes                           2 & 7               644,984
  Prepaid expenses and other receivables                              264,447
                                                              ----------------

          Total current assets                                     10,951,356

Property, plant and equipment, net                2 & 4             2,575,120
Intangible assets, net of accumulated
  amortization of $295,060                          2                  44,738
                                                              ----------------

                                                                 $ 13,571,214
                                                              ================

Liabilities and Shareholder's Equity

Current Liabilities:
  Accounts payable and
  accrued expenses                                  5           $   2,370,573
  Income taxes payable                            2 & 7               657,508
  Amounts due to affiliates                         9                 119,221

Noncurrent liabilities:
  Deferred income taxes                           2 & 7                48,477
                                                              ---------------

                                                                $   3,195,779
                                                              ---------------

Commitments and Contingencies                   8, 9 & 10

Shareholder's equity:
  Common Stock, Class A, no par value; 20,000
   shares authorized, 10,000 shares issued
   and outstanding                                                  1,009,018
  Common Stock, Class B, no par value; 5,000
  shares authorized, 1,250 shares issued and
   outstanding                                                         60,750
  Additional paid-in capital                                        6,540,199
  Retained earnings                                                 2,765,468
                                                              ---------------

     Total shareholder's equity                                    10,375,435
                                                              ---------------

                                                                 $ 13,571,214
                                                              ===============

     The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>


<PAGE>

Comasec Holdings, Inc. and subsidiary

Consolidated Statement of Income
<TABLE>
<CAPTION>


                                                            For the Year Ended
                                                 Notes       December 31, 1996

<S>                                               <C>        <C>  
Net Sales                                                     $ 30,339,247
Cost of products sold                              2            19,834,784

          Gross Profit                                          10,504,463

Other expenses (income):
     General and administrative expenses                         3,119,505
     Selling expenses                                            4,457,632
     Other expenses                              8 & 9             326,142
     Interest income, net                          9               (53,661)
                                                             -------------

Income before provision for income taxes                         2,654,845

Provision for income taxes                       2 & 7           1,178,635
                                                             -------------

Net income                                                    $  1,476,210
                                                             =============

</TABLE>


     The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>

<TABLE>
<CAPTION>
Comasec Holdings, Inc. and subsidiary

Consolidated Statement of Shareholder's Equity

                                                                                                                        Total
                               Common Stock (Class A)     Common Stock (Class B)       Additional      Retained      Shareholder's
                               Shares          Amount     Shares          Amount    Paid-In Capital    Earnings         Equity

<S>                <C>         <C>          <C>           <C>          <C>          <C>                <C>            <C>         
Balance at January 1, 1996     10,000       $ 1,009,018   1,250        $  60,750    $6,540,199         $ 1,289,258     $ 8,899,225
                               ------       -----------   -----        ---------    ----------         -----------     -----------
Net Income                     ------       -----------   -----        ---------    ----------           1,476,210       1,476,210
                                                                                                       -----------     -----------

Balance at December 31, 1996   10,000       $ 1,009,018   1,250        $  60,750    $6,540,199         $ 2,765,468     $10,375,435
                               ======       ===========   =====        =========    ==========         ===========     ===========


   The accompanying notes are an integral part of these consoldiated financial
statements


</TABLE>


<PAGE>

Comasec Holdings, Inc. and subsidiary

Consolidated Statement of Cash Flows

                                                              For the year ended
                                                              December 31, 1996

Cash flows from operating activities:
  Net income                                                     $    1,476,210
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                    824,033
     Amortization                                     32,407
     Allowance for doubtful accounts                  34,000
     Loss on disposal of assets                        2,853
     Deferred income taxes                           254,871

Changes in operating assets and liabilities:
  Accounts receivable                                100,992
  Inventories                                        856,880
  Prepaid expenses and other receivables             137,762
  Accounts payable and accrued expenses              (63,338)
  Income taxes payable                               303,012
                                                  -----------

      Net cash provided by operating activities                      3,959,682
                                                                  --------------

Cash flows from investing activities:
      Net cash used in investing activities 
       capital expenditures                                          (1,392,794)
                                                                  --------------

Cash flows from financing activities:
  Amounts due from affiliates                     (1,547,090)
  Borrowings on revolving line of credit           2,100,000
  Repayments on revolving line of credit          (2,900,000)
  Amounts due to affiliates                          109,836
                                                  -----------

       Net cash used in financing activities                         (2,237,254)
                                                                  --------------

Net increase in cash and cash equivalents                               329,634

Cash and cash equivalents at beginning of year                          435,432
                                                                  --------------

Cash and cash equivalents at end of year                          $      765,066
                                                                  ==============


 The  accompanying  notes are an integral part of these  consolidated  financial
statements.


<PAGE>

Comasec  Holdings,  Inc.  and  subsidiary  Notes to the  Consolidated  Financial
Statements

1.        Basis of presentation and description of business

          The  accompanying  financial  statements  only include the accounts of
          Comasec  Holdings,  Inc. and its wholly-owned  subsidiary,  Survivair,
          Inc.  (collectively the "Company"),  acquired by Pro-Tech Respirators,
          Inc., a  wholly-owned  subsidiary of Bacou USA, Inc., on May 30, 1997.
          All intercompany  transactions have been eliminated.  Prior to May 30,
          1997, Comasec Holdings,  Inc. was a wholly-owned subsidiary of Comasec
          International, S.A.

          Also  prior to May 30,  1997,  Comasec  Holdings,  Inc.  had two other
          wholly-owned   subsidiaries   which  were  not  acquired  by  Pro-Tech
          Respirators,  Inc. Accordingly,  accounts related to interests in such
          subsidiaries  have not been  included  in the  accompanying  financial
          statements.

          The Company is a manufacturer of self contained  breathing  apparatus,
          air purifying  respirators,  replacement  cartridges and gas detection
          equipment, with customers primarily in the United States of America.

2.        Summary of significant accounting policies

          USE OF  ESTIMATES  IN THE  PREPARATION  OF  FINANCIAL  STATEMENTS
          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.

          CASH AND CASH  EQUIVALENT
          For purposes of the statement of cash flows, the Company considers all
          highly liquid instruments  purchased with an original maturity of less
          than three months to be cash equivalents.

          CONCENTRATION OF CREDIT RISK
          The Company is subject to a concentration of credit risk consisting of
          its trade accounts  receivables.  The Company  performs ongoing credit
          evaluations   of  its  customers   and  generally   does  not  require
          collateral.  The Company evaluates  potential losses for uncollectible
          accounts and such losses have  historically been immaterial and within
          management's  expectations.

          INVENTORIES
          Inventories  represent  direct  labor,  materials  and overhead  costs
          incurred for products not yet  delivered and are recorded at the lower
          of cost or market,  cost being  determined  on a  first-in,  first-out
          (FIFO) basis.

          PROPERTY, PLANT AND EQUIPMENT
          Property,  plant and  equipment  are stated at cost.  Depreciation  is
          calculated on a straight-line basis over the estimated useful lives of
          the assets,  typically ranging from three to nine years.  Expenditures
          for  maintenance,  repairs and minor renewals are charged  directly to
          expense as incurred. When property and equipment are sold or otherwise
          disposed of, the related cost and accumulated depreciation are removed
          from the  accounts and the  resulting  gains or losses are reported in
          the results of operations.

          INTANGIBLE ASSETS
          Intangible  assets  include  the cost in excess  of the fair  value of
          assets  purchased  and patents.  Intangible  assets are amortized on a
          straight-line  basis over their estimated  useful lives,  ranging from
          eleven to twenty years.

          REVENUE RECOGNITION
          Revenues are recognized when products are shipped.

          RESEARCH AND DEVELOPMENT COSTS
          Cost of products  sold  includes  research  and  development  costs of
          $1,540,261.

          FAIR VALUE OF FINANCIAL INSTRUMENTS
          The Company values  financial  instruments as required by Statement of
          Financial Accounting Standards No. 107, "Disclosures about Fair Values
          of Financial Instruments" (SFAS 107). The carrying amounts of cash and
          cash equivalents,  accounts and other  receivables,  accounts payable,
          accrued expenses and debt approximate fair value. For certain balances
          due to or from  related  parties a  reasonable  estimate of fair value
          could not be made without incurring excessive costs. Accordingly,  all
          balances due to or from related  parties are carried at their original
          cost.

          INCOME TAXES
          The Company accounts for income taxes in accordance with the provision
          of  Statement of Financial  Accounting  Standards  No. 109 (SFAS 109).
          Under the  liability  method  specified  by SFAS 109, the deferred tax
          assets and  liabilities are measured each year based on the difference
          between  the   financial   statement  and  tax  basis  of  assets  and
          liabilities  at the  applicable  enacted tax rates.  The  deferred tax
          provision  is the  result of changes  in the  deferred  tax assets and
          liabilities.

          At December 31,  1996,  the Company was a member of a group that filed
          consolidated  Federal income tax returns.  Current and deferred income
          taxes of the Company  have been  allocated  as if the  Company  were a
          separate taxpayer.

          Subsequent to December 31, 1996, the IRS completed its  examination of
          the consolidated Federal income tax returns of Comasec Holdings,  Inc.
          for the years ended  December  31, 1991  through  1995.  The  ultimate
          resolution of such  examination did not have a material adverse impact
          on the Company's financial condition or results of operations.

          STATEMENT OF CASH FLOWS
          Supplemental disclosures of cash flow information:

          Cash paid during the year for:

               Income taxes                    $   773,394
               Interest                             23,811

3.         Inventories

           Inventories comprised the following at December 31, 1996:

                Raw materials                     $  2,260,245
                Work-in-process                        538,849
                Finished goods                       1,033,507
                                                   -----------

                                                     3,832,601

                Less reserves                        (414, 565)
                                                   ------------

                                                  $  3,418,036
                                                  ============

4.        Property, plant and equipment, net

          Property,  plant and equipment comprised the following at December 31,
          1996:

                Leasehold improvements            $  1,141,392
                Equipment                            7,690,542
                Furniture, fixtures and
                 office equipment                    1,761,300
                                                   -----------
                                                    10,593,234

                Less accumulated depreciation
                  and amortization
                                                    (8,254,576)
                                                   -----------

                                                     2,338,658

                Construction-in-process                236,462
                                                   -----------

                                                  $  2,575,120
                                                   ===========

5.        Accounts payable and accrued expenses

          Accounts  payable and accrued  expenses  comprised  the  following  at
          December 31, 1996:

               Trade accounts payable             $    777,400
               Vacation accrual                        235,171
               Pension plan contributions              235,041
               Warranty costs                          222,306
               Product liability costs                 250,000
               Other                                   650,655
                                                   -----------
                                                  $ 2,370, 573
                                                   ===========

6.        Note payable

          At December 31, 1996,  Survivair,  Inc. had a credit  agreement with a
          bank,  effective  May  13,  1991,  which  provided  for  a  $5,000,000
          revolving  line of credit with an  expiration  date of June 14,  1999.
          This revolving  line of credit  accrued  interest on each borrowing at
          the Adjusted  Eurodollar  Rate, as specified in the credit  agreement,
          plus 1.375% or the prime rate as specified in the credit agreement, at
          the option of Survivair,  Inc. The credit agreement was collateralized
          by all the  assets of  Survivair,  Inc.  Under the  provisions  of the
          credit  agreement,   Survivair,   Inc.  had  to  comply  with  certain
          restrictive  covenants,  including  maintenance  of certain  financial
          ratios.

          No amounts were outstanding under this agreement at December 31, 1996.
          Subsequent to December 31, 1996, this agreement was terminated.

7.        Income taxes

          The income tax  provision  comprises  the following for the year ended
          December 31, 1996:

               Current:
                   Federal                        $    739,762
                   State                               184,002
                                                     ---------
                                                       923,764
                                                     ---------
               Deferred:
                   Federal                             158,697
                   State                                96,174
                                                     ---------

                                                       254,871
                                                     ---------

                                                  $  1,178,635
                                                    ==========

          The  provision  for income taxes for the year ended  December 31, 1996
          differs from the amount  computed by applying  the Federal  income tax
          rate to income before provision for income taxes as follows:

             Expected taxes at Federal statutory rate       34%
             State income taxes, net of Federal benefit      7%
             Other                                           3%
                                                       ---------
                                                            44%
                                                       =========

          The primary  components of deferred  income tax assets and liabilities
          in the  accompanying  consolidated  balance sheet at December 31, 1996
          are as follows:

             Deferred income tax assets (liabilities):

               Allowance for doubtful accounts    $     27,807
               Inventory                               220,683
               Accrued expenses                        396,494
                                                      --------
                                                       644,984

                  Depreciation                         (48,477)

                                                  $    596,507
                                                     =========

8.        Commitments

          The  Company  leases  its  manufacturing  and  office  facilities  and
          vehicles under  noncancellable  operating leases with expiration dates
          through February 2005.

          Future minimum lease payments under  noncancellable  operating  leases
          are as follows:

                 Year ending December 31,

                           1997                   $    302,711
                           1998                        436,946
                           1999                        410,412
                           2000                        447,898
                           2001                        447,898
                        Thereafter                   1,444,470
                                                   -----------
                                                  $  3,490,335
                                                   ===========

          For the year ended December 31, 1996 the Company incurred rent expense
          of $597,549.

          During  1996,  the  Company  made a $150,000  payment to a supplier to
          cancel  a  purchase  commitment.  Such  amount  is  included  in other
          expenses in the accompanying Consolidated Statement of Income.

9.        Amounts due from (to) affiliates and related party transactions

          Amounts due from (to)  affiliates  comprised the following at December
          31, 1996:

            Comasec Safety                        $  938,810
            Interspiro AB                            907,310
            Interspiro Inc.                          599,980
            Officer                                  351,365
            Comasec International, S.A.               91,053
            Interspiro Ltd.                           51,815
            Comasec S.A.                               4,994
            Fenzy, S.A.                                1,583
                                                   ---------
               Total amounts due from affiliates   2,946,910

               Comasec International, S.A.          (119,221)
                                                  ----------

             Net amounts due from (to) affiliates $ 2,827,689
                                                   ===========

          Amounts due from (to) affiliates  primarily comprise balances relating
          to  various  purchases,  sales  and  loans  between  the  Company  and
          affiliates.

          During 1996 the  Company  sold  inventory  to related  party  entities
          totaling  $646,272 and purchased  inventory from Fenzy,  S.A. totaling
          $58,402.  Additionally,  the Company earned interest income of $74,971
          during 1996 on loans to affiliates.

          Comasec International, S.A. (CISA) provided management services to the
          Company for a fee. The  management fee amounts have been included as a
          component of other expenses in the accompanying Consolidated Statement
          of Income and totalled $74,319 for the year ended December 31, 1996.

          At December 31, 1996,  Survivair,  Inc. had  guaranteed  $1,000,000 of
          borrowings  available to a related  party.  Subsequent to December 31,
          1996,  the  guarantee  was  terminated.  No losses were  incurred as a
          result of such guarantee.

10.       Contingencies

          The Company is a defendant in legal actions  arising during the normal
          course of business. The litigation process is inherently uncertain and
          it is possible that the  resolution of these disputes and lawsuits may
          adversely effect the Company.  The Company maintains related insurance
          coverage  and has accrued  $250,000 for  estimated  costs of resolving
          such  matters  which is  included  in  accounts  payable  and  accrued
          expenses in the accompanying  consolidated  balance sheet.  Management
          believes that the ultimate  resolution of such matters will not have a
          material adverse impact on the Company's financial  position,  results
          of operations or cash flows.

11.       Employee benefit plans

          During  1996 the  Company  maintained  a 401(k)  savings  and  defined
          contribution pension plan covering  substantially all employees of the
          Company who have  attained the age of 21 and have at least one year of
          service with the Company.  The Company contributed  $435,136 for 1996,
          including  discretionary  contributions  of $250,000,  to this pension
          plan.


