SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 21, 1997
----------------
Lexmark International Group, Inc.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-14050 22-3074422
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
One Lexmark Centre Drive, Lexington, Kentucky 40550
- --------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (606) 232-2000
--------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 21, 1997, the Company entered into an agreement,
and issued a press release announcing its agreement, to repurchase three million
shares of its outstanding Class A Common Stock from certain of its stockholders
who are participating in a proposed secondary offering of shares of the
Company's Class A Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10 - Stock Disposition Agreement, dated as of
October 21, 1997, between Lexmark
International Group, Inc. and The Clayton
& Dubilier Private Equity Fund IV Limited
Partnership.
Exhibit 20.1 - Press Release dated October 21, 1997.
Exhibit 20.2 - Press Release dated October 20, 1997
which modifies and supersedes the Press
Release filed with the October 20, 1997
Form 8-K.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEXMARK INTERNATIONAL GROUP, INC.
By: /s/ David L. Goodnight
-----------------------
David L. Goodnight
Corporate Controller
Date: October 21, 1997
3
EXHIBIT 10
STOCK DISPOSITION AGREEMENT, dated as of October 21, 1997, between
Lexmark International Group, Inc., a Delaware corporation (the "Company"), on
the one hand, and The Clayton & Dubilier Private Equity Fund IV Limited
Partnership, a Connecticut limited partnership ("C&D Fund IV"), on the other
hand.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, C&D Fund IV owns 15,993,993 shares (the "C&D Fund IV Shares")
of Class A Common Stock, par value $.01 per share, of the Company ("Lexmark
Common Stock");
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission, on October 10, 1997, relating to a secondary
underwritten public offering (the "Offering") of 12,000,000 shares of Lexmark
Common Stock (the "Registered Shares"); and
WHEREAS, the Company desires to purchase from C&D Fund IV, and C&D Fund
IV desires to sell to the Company, certain of the C&D Fund IV Shares.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and on the terms and subject to the conditions
set forth herein, the parties hereto, each representing to the others that its
execution, delivery and performance of this Agreement has been fully and duly
authorized, agree as follows:
ARTICLE I
DEFINITIONS AND TERMS
---------------------
Section 1.1 Specific Definitions.
-------------------- As used in this Agreement, the
following terms shall have the meanings set forth below:
"Business Day":
---------------
any day other than a Saturday, a Sunday or a
day on which banks in New York City are authorized or
obligated by law or executive order to close.
"Closing":
----------
the closing of the Offering and of the other
transactions contemplated by this Agreement to close
simultaneously therewith.
"Closing Date":
---------------
the date on which the Closing occurs.
<PAGE>
"Governmental Entity":
----------------------
any supranational, national, federal,
state or local judicial, legislative, executive or regulatory
authority.
"Selling Stockholders":
-----------------------
the stockholders of the Company
participating in the Offering.
Section 1.2 Other Terms.
------------ Other terms are defined elsewhere in this
Agreement and, unless otherwise indicated, shall have such meaning throughout
this Agreement.
ARTICLE II
PURCHASE SHARES
---------------
Section 2.1 Purchase and Sale of Purchase Shares.
-------------------------------------- On the terms and
subject to the conditions set forth herein, at the Closing, C&D Fund IV agrees
to sell and transfer to the Company, and the Company agrees to purchase from C&D
Fund IV, 3,000,000 shares (the "Purchase Shares") of Lexmark Common Stock, at a
purchase price per share equal to the lesser of (x) $34.8125 (the closing price
of Lexmark Common Stock on October 20, 1997, the date the Company issued its
earnings press release), and (y) the per share proceeds to the Selling
Stockholders for the Registered Shares sold in the Offering (the "Purchase
Price"). The Purchase Shares shall not be purchased or sold pursuant to this
Agreement unless the Offering is consummated.
Section 2.2 Closing; Delivery and Payment.
------------------------------ (a) The Closing shall take
place at such time and place in New York City simultaneously with the closing of
the Offering as C&D Fund IV and the Company shall agree.
(b) On the Closing Date, C&D Fund IV shall deliver to the Company
certificates representing the Purchase Shares duly endorsed and in form for
transfer to the Company, and the Company shall pay to C&D Fund IV the Purchase
Price for the Purchase Shares in immediately available funds to an account
designated by C&D Fund IV not less than two Business Days prior to the Closing.
ARTICLES III
REPRESENTATIONS AND WARRANTIES
------------------------------
Section 3.1 By the Parties.
-------------- C&D Fund IV represents and warrants as to
itself to the Company, and the Company represents and warrants as to itself to
C&D Fund IV, as follows:
(a) It has duly obtained all necessary authority for the
execution, delivery and performance of this Agreement by it; it has
duly executed and delivered this Agreement; and this Agreement is a
valid and legally binding agreement, enforceable against it in
accordance with its terms, assuming the due execution and delivery by
the other party.
2
<PAGE>
(b) The performance of this Agreement by it will not violate
or conflict with any law, regulation, order or agreement, or in the
case of the Company, its certificate of incorporation or by-laws, and
such party is not required to obtain any governmental approvals or
third party consents to enter into and perform its obligations pursuant
to this Agreement. Such execution and performance does not and will not
constitute a default under any agreement or obligation binding on it or
result in the forfeiture or loss of any rights or assets by it except
as specifically provided for in this Agreement.
Section 3.2 By C&D Fund IV.
-------------- C&D Fund IV represents and warrants to the
Company that it owns the Purchase Shares, beneficially and of record, free and
clear of any liens, charges or encumbrances and that upon delivery of such
Purchase Shares and payment therefore pursuant hereto good and valid title to
such Purchase Shares will pass to the Company (assuming that the Company is
without notice of any adverse claim, as defined in the Uniform Commercial Code
as adopted in the State of New York (the "Code") and is otherwise a bona fide
purchaser for the purposes of the Code and that the Company's rights are not
limited by subsection (4) of Section 8-302 of the Code).
ARTICLE IV
CONDITIONS TO CLOSING
---------------------
Section 4.1 Conditions to Closing.
----------------------- The obligations of the parties
hereto to consummate the transactions contemplated by this Agreement are subject
to the satisfaction (or waiver) of the following conditions:
(a) No Injunctions.
-------------- There shall not be in effect any statute,
regulation, order, decree or judgment of any Governmental Entity which
makes illegal or enjoins or prevents in any material respect the
consummation of the transactions contemplated by this Agreement.
(b) Representations.
--------------- As to any party to this Agreement, all
representations made to such party in Article III hereof shall be true
and correct in all material respects at and as of the Closing Date, and
such party shall have received a certificate of a senior officer of
each party making such representations to that effect.
(c) Closing of the Offering.
-------------------------- As to any party to this
Agreement, all agreements made by another party or parties for the
benefit of such party and to be performed at or before the Closing
shall have been duly performed in all material respects or waived, and
the Closing shall have occurred.
3
<PAGE>
ARTICLE V
TERMINATION
-----------
Section 5.1 Termination.
----------- This Agreement may be terminated at any time
prior to the Closing:
(a) by written agreement of C&D Fund IV and the Company;
(b) either by C&D Fund IV or by the Company, by written notice
of such termination to the other, if the Closing of the Offering shall
not have occurred on or prior to November 14, 1997;
(c) either by C&D Fund IV or by the Company if any court of
competent jurisdiction or other competent Governmental Entity shall
have by statute, rule, regulation, order, decree or injunction or other
action permanently restrained, enjoined or otherwise prohibited any of
the transactions contemplated by this Agreement.
ARTICLE VI
MISCELLANEOUS
-------------
Section 6.1 Notices.
------- All notices or other communications hereunder
shall be deemed to have been duly given and made if in writing and if served by
personal delivery upon the party for whom it is intended, if delivered
registered or certified mail, return receipt requested, or by a national courier
service, if sent by facsimile transmission, provided that the facsimile
transmission is promptly confirmed by telephone confirmation thereof, or on the
third day after posting in the United States postage prepaid if sent by
registered or certified mail, return receipt requested, to the person at the
address set forth below, or such other address as may be designated in writing
hereafter, in the same manner, by such person:
To the Company:
Vincent J. Cole, Esq.
Vice President and General Counsel
Lexmark International Group, Inc.
740 New Circle Road
Lexington, Kentucky 40511-1876
Tel: (606) 232-2700
Fax: (606) 232-3128
4
<PAGE>
To C&D Fund IV:
The Clayton & Dubilier Private Equity Fund IV
Limited Partnership
c/o Clayton, Dubilier & Rice, Inc.
375 Park Avenue
New York, New York 10152
Attention: Donald J. Gogel
Tel: (212) 407-5240
Fax: (212) 407-5252
Section 6.2 Amendment; Waiver.
------------------ Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by C&D Fund IV and the Company, or in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and, except as otherwise provided herein, shall not be
exclusive of any rights or remedies provided by law.
Section 6.3 Assignment.
---------- No party to this Agreement may assign any of
its rights or obligations under this Agreement without the consent of each other
party hereto, except that C&D Fund IV may make such assignments with notice to
the Company but without the need for the Company's consent to one or more
holders of Lexmark Common Stock participating in the Offering provided that such
holder agrees in writing to become a party to and be bound by this Agreement and
to make such representations and warranties with respect to itself as are made
by C&D Fund IV in Article III hereof.
Section 6.4 Entire Agreement.
----------------- This Agreement contains the entire
agreement among the parties thereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral or written, among
them with respect to such matters, and any written agreement of the parties that
expressly provides that it is not superseded by this Agreement.
Section 6.5 Parties in Interest.
-------------------- This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any person other than C&D Fund IV or the Company, and
their successors or permitted assigns, any rights or remedies under or by reason
of this Agreement.
5
<PAGE>
Section 6.6 Governing Law; Submission to Jurisdiction; Selection of
-----------------------------------------------------------
Forum.
- ----- THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Each party hereto agrees that it shall bring any action or proceeding in respect
of any claim arising out of or related to this Agreement or the transactions
contained in or contemplated by this Agreement, whether in tort or contract or
at law or in equity, exclusively in the United States District Court for the
Southern District Court for the Southern District of New York or the Supreme
Court of the state of New York for the county of New York, and solely in
connection with claims arising under this Agreement or the transactions
contained in or contemplated by this Agreement (i) irrevocably submits to the
exclusive jurisdiction of such courts, (ii) waives any objection to laying venue
in any such action or proceeding in such courts, (iii) waives any objection that
such courts are an inconvenient forum or do not have jurisdiction over any party
hereto and (iv) agrees that service of process upon such party in any such
action or proceeding shall be effective if notice is given in accordance with
section 5.1 of this Agreement.
Section 6.7 Counterparts.
------------ This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.
LEXMARK INTERNATIONAL
GROUP, INC.
By /s/ David L. Goodnight
------------------------
David L. Goodnight
Corporate Controller
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND IV LIMITED
PARTNERSHIP
By: Clayton & Dubilier
Associates IV Limited
Partnership,
Its General Partner
By /s/ Donald J. Gogel
--------------------
Donald J. Gogel
General Partner
6
EXHIBIT 20.1
Jim Joseph
Media Relations
(606) 232-2249
[email protected]
Kurt Braun
Investor Relations
(606) 232-5108
[email protected]
LEXMARK INTERNATIONAL ANNOUNCES
AGREEMENT TO REPURCHASE THREE
MILLION SHARES
LEXINGTON, Ky., October 21, 1997 -- Lexmark International Group, Inc. (NYSE:
LXK) today announced that it has entered into an agreement to repurchase 3
million shares of its Class A common stock at a price per share equal to the
lower of (x) $34.8125 (the closing price of the stock on the New York Stock
Exchange on October 20, 1997, which was the date the company issued its
third-quarter 1997 earnings release) and (y) the net proceeds to be received by
selling stockholders in connection with a proposed secondary offering by such
stockholders of up to 13.8 million shares of the company's Class A common stock.
The company will repurchase the shares from The Clayton & Dubilier Private
Equity Fund IV Limited Partnership and certain of the other stockholders
participating in the offering. The 3 million shares being repurchased by the
company are in addition to the shares being sold by the selling stockholders in
the proposed secondary offering. The aggregate purchase price to the company for
the shares will not exceed approximately $105 million and will be financed with
borrowings under the company's credit agreement. After giving effect to this
repurchase, the company's debt to total capital ratio will be within the
company's target range of 30 to 40 percent. The repurchase is contingent upon
consummation of the offering, and the repurchased shares will be held in
treasury for future use.
The company's board of directors previously authorized the repurchase of up to
an aggregate of $200 million of the company's Class A common stock (of which
approximately $86 million had been utilized), and today the finance and audit
committee of the board, which is comprised solely of independent directors,
approved this repurchase.
Lexmark International Group, Inc. is the parent company of Lexmark
International, Inc., a global developer, manufacturer and supplier of printer
solutions and products, including laser, inkjet and dot matrix printers and
associated consumable supplies for the office and home markets. Lexmark, which
had sales of $2.4 billion in 1996, has executive offices and its largest
manufacturing center in Lexington, Ky.; other manufacturing centers are Boulder,
Colo.; Juarez, Mexico; Rosyth, Scotland; Orleans, France and Sydney, Australia.
Lexmark is a trademark of Lexmark International, Inc., registered in the U.S.
and other countries.
EXHIBIT 20.2
Jim Joseph
Media Relations
(606) 232-2249
[email protected]
Kurt Braun
Investor Relations
(606) 232-5108
[email protected]
LEXMARK INTERNATIONAL REPORTS
RECORD THIRD QUARTER
- -- Revenues increase 13 percent, net earnings
increase 36 percent --
LEXINGTON, Ky., October 20, 1997 -- Lexmark International Group, Inc. (NYSE:
LXK) today announced record third-quarter net earnings of $41 million, or 54
cents per share, on revenues of $618 million. Net earnings per share were 36
percent higher than the 40 cents recorded in the third quarter of 1996, while
revenues were 13 percent higher than the $548 million reported a year ago.
Revenues would have increased 19 percent versus last year without the impact of
foreign currency translation. The company also reported record third-quarter
operating income of $67 million, an increase of 22 percent over the $55 million
earned in the same period a year ago.
THIRD-QUARTER REVIEW:
PRINTERS AND ASSOCIATED SUPPLIES REVENUES UP 18 PERCENT
"We are very pleased with our record quarterly performance," said Marvin L.
Mann, chairman and CEO. "Our double-digit increases in unit volumes, revenues,
operating income and earnings were driven by strong customer acceptance of our
recent printer product introductions, the continuing contribution of our
associated supplies business and our effectiveness in managing product costs and
operating expenses. We have achieved these results despite the challenges of the
largest product transition in Lexmark history. The integration of our
development, manufacturing and marketing efforts gives Lexmark a competitive
advantage that has allowed us to deliver industry-leading value solutions to
customers in a timely and cost-effective manner.
<PAGE>
"Our record results were driven by printers and associated supplies, where
revenues increased 18 percent versus a year ago, and would have increased 25
percent without the impact of foreign currency translation," noted Mann. "Our
Lexmark Optra S line of network laser printers, introduced in May, accounted
for most of our network laser printer volume during the quarter. This
compatible family of network laser printers utilizing common features and
supplies is delivering superior performance and reduced total cost of printing
to our customers. The modular design, extensive paper handling features, 1200
x 1200 dots per inch print quality and leading network management software
allow Lexmark printers to be easily configured to meet a wide range of
customers' needs."
Mann noted that gross profit margins continued to show year-on-year gains in
the quarter. Gross profit margin was 34.9 percent, up more than 3 points from
the third quarter of 1996. Operating expenses were 24.0 percent of revenues
in the quarter versus 21.7 percent last year. Earnings were favorably
affected by lower interest expense and a lower income tax rate compared to the
third quarter of 1996. The tax rate in the third quarter brought the
year-to-date tax rate to 36 percent, the rate now expected for the full year.
The lower tax rate in the quarter added 1 cent to net earnings per share.
Return on average equity over the past four quarters was 28 percent, before
the extraordinary charge from prepayment of subordinated notes in the first
quarter of 1997. At the end of the quarter, debt to total capital was 21
percent compared to 17 percent at the end of the second quarter.
During the third quarter, the company repurchased 1,127,900 shares of Lexmark
common stock for approximately $36 million at prices ranging from $30.38 to
$33.75. The company has now utilized $86 million of the total $200
million board authorization to repurchase common stock.
2
<PAGE>
THIRD-QUARTER ACHIEVEMENTS:
CONTINUING TECHNOLOGICAL INNOVATION
Lexmark continues to introduce innovative printer solutions, including the
recently announced 7200 series of Color Jetprinters, offering 1200 x 1200 dots
per inch print resolution and print speeds of up to 8 pages per minute in black
draft mode and 3 pages per minute in color draft mode. The Lexmark 7200 series
works with Windows 3.x, Windows 95, and Windows NT 4.0, delivering six-color
printing capability and laser-quality text printing. The Lexmark 7200V Color
Jetprinter lets the user attach a camcorder, VCR or digital camera directly to
the printer.
New product introductions made during the quarter included:
* The Lexmark 1000 Color Jetprinter, targeted for home offices and
student use, where desk space is limited. With print resolutions of up
to 600 x 600 dpi and a retail selling price of about $139, the Lexmark
1000 has drawn positive reviews from the trade and general press.
* Four new Lexmark MarkNet Pro print servers, delivering performance up
to three times faster than competitive products. The MarkNet Pro print
servers are Web-ready with links to Lexmark's internet site and
customizable links to customer-designated sites.
* Five Lexmark SunReady laser printing solutions specially configured for
users of Sun Solaris systems. The five Lexmark Optra S laser printers
come with Sun-specific documentation and MarkVision for Sun Systems for
easy network printer administration.
Lexmark also continued to make progress during the quarter in implementation of
state-of-the-art software applications integrating the company's manufacturing,
order entry, distribution and financial data. Investment in these integrated
systems allows improved response to customer needs and more cost-effective
transactions processing.
3
<PAGE>
NINE-MONTH REVIEW:
OPERATING INCOME UP 19 PERCENT
For the nine months ended September 30, earnings per share before an
extraordinary charge from prepayment of subordinated notes were $1.39, a 27
percent increase versus $1.09 a year ago. Net earnings per share were $1.21
after the extraordinary item. Operating income was $180 million, an increase of
19 percent over the $152 million reported for the first nine months of 1996.
Revenues were $1.758 billion versus $1.691 billion a year ago, with printers and
associated supplies revenues up 10 percent versus the first nine months of 1996
or 15 percent without the impact of foreign currency translation.
Looking forward
"We are pleased with our continuing success in this highly competitive
environment and are encouraged by customer acceptance of our printer solutions,"
noted Mann. "Based on our current outlook, we are comfortable with the current
range of analyst estimates for fourth-quarter earnings per share."
Lexmark International Group, Inc. is the parent company of Lexmark
International, Inc., a global developer, manufacturer and supplier of printer
solutions and products, including laser, inkjet and dot matrix printers and
associated consumable supplies for the office and home markets. Lexmark has
executive offices and its largest manufacturing center in Lexington, Ky.; other
manufacturing centers are in Boulder, Colo.; Juarez, Mexico; Rosyth, Scotland;
Orleans, France and Sydney, Australia.
Lexmark, Lexmark with diamond design, Optra and MarkNet are trademarks of
Lexmark International, Inc., registered in the U.S. and/or other countries.
Color Jetprinter is a trademark of Lexmark International, Inc. All other
trademarks are the property of their respective holders.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this release which are not historical facts are
forward-looking and involve risks and uncertainties, including, but not limited
to, the impact of competitive products and pricing, increased investment to
support product introductions and enter new geographies, currency fluctuations,
market acceptance of new products and programs, product transitions by the
company and its competitors, management of inventory levels, production and
supply difficulties, intellectual property infringement claims and expenses, and
other risks described in the company's registration statement and other
Securities and Exchange Commission filings.
4
<PAGE>
LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In Millions, Except Per Share Amounts)
(Unaudited)
Three Months Ended Percent
September 30 Change
------------------ ------
1997 1996
---- ----
Revenues $618.3 $547.6 13%
Cost of revenues 402.7 373.7
------- -------
Gross profit 215.6 173.9 24
Research and development 32.0 28.6
Selling, general and administrative 116.6 90.2
------- --------
Operating expenses 148.6 118.8 25
------- -------
Operating income 67.0 55.1 22
Interest expense, net 1.7 5.5
Amortization of deferred financing
costs and other 2.2 2.0
---------- ---------
Earnings before income
taxes 63.1 47.6 33
Provision for income taxes 22.1 17.4
--------- --------
Net earnings $ 41.0 $ 30.2 36
======== =======
Earnings per common and common
equivalent share, primary
and fully diluted $ 0.54 $ 0.40 36
======== =======
Shares used in per share
calculation 75.8 75.7
========= ========
5
<PAGE>
LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In Millions, Except Per Share Amounts)
(Unaudited)
Nine Months Ended Percent
September 30 Change
----------------- -------
1997 1996
---- ----
Revenues $1,758.0 $1,690.7 4%
Cost of revenues 1,149.2 1,162.2
--------- ---------
Gross profit 608.8 528.5 15
Research and development 94.4 92.1
Selling, general and administrative 334.2 279.3
Amortization of intangibles -- 5.1
--------- ------------
Operating expenses 428.6 376.5 14
--------- ----------
Operating income 180.2 152.0 19
Interest expense, net 8.0 16.0
Amortization of deferred
financing costs and other 6.6 5.8
------------ ------------
Earnings before income
taxes and extraordinary
item 165.6 130.2 27
Provision for income taxes 59.6 47.6
----------- -----------
Earnings before
extraordinary item 106.0 82.6 28
Extraordinary loss on
extinguishment of debt
(net of related tax benefit
of $8.4) (14.0) -
----------- -----------
Net earnings $ 92.0 $ 82.6 11
========== ==========
Earnings per common and common
equivalent share, primary
and fully diluted:
Before extraordinary
item $ 1.39 $ 1.09 27
Extraordinary loss (0.18) -
----------- ----------
Net earnings $ 1.21 $ 1.09 10
========== ==========
Shares used in per share
calculation 76.3 75.6
========== ==========
6
<PAGE>
LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
(In Millions)
(Unaudited)
September 30 December 31
1997 1996
----- ----
ASSETS
Current assets:
Cash and cash equivalents ................... $ 55.5 $ 119.3
Trade receivables, net ...................... 307.6 304.7
Inventories ................................. 355.1 271.0
Prepaid expenses and other current assets ... 66.9 70.1
-------- --------
Total current assets .............. 785.1 765.1
Property, plant and equipment, net ........... 415.9 434.1
Other assets ................................. 21.3 22.3
-------- --------
Total assets ........................ $ 1,222.3 $ 1,221.5
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt ........................... $ 104.6 $ 2.1
Current maturities of long-term debt ...... 24.5 --
Accounts payable .......................... 220.1 197.2
Accrued liabilities ........................ 230.4 222.0
------ ------
Total current liabilities 579.6 421.3
Long-term debt .............................. 12.9 163.2
Other liabilities ........................... 93.1 96.7
---- -----
Total liabilities 685.6 681.2
Stockholders' equity:
Preferred stock ..................... -- --
Common stock and capital in excess of par .. 530.5 520.0
Retained earnings ....................... 111.8 19.8
Accumulated translation adjustment ...... (20.0) 0.5
Treasury stock ............................ (85.6) --
----- -----
Total stockholders' equity ....... 536.7 540.3
-------- -----
Total liabilities and stockholders'
equity ..... $ 1,222.3 $1,221.5
======== ========
7
