<PAGE>
This report contains 20 pages
(including cover page)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1995
---------------
Commission File Number 0-5884
------
THE WEST COMPANY, INCORPORATED
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1210010
------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Gordon Drive, PO Box 645,
Lionville, PA 19341-0645
------------------------------------- ----------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 610-594-2900
N/A
---------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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 twelve months, and (2) has been subject to
such filing requirements for the past 90 days. Yes X. No.
------ -------
March 31, 1995 --16,525,750
---------------------------------------------------------------------------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<PAGE> Page 2
Index
Form 10-Q for the
Quarter Ended March 31, 1995
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Three Months
ended March 31, 1995 and March 31, 1994 3
Condensed Consolidated Balance Sheets as of March 31, 1995
and December 31, 1994 4
Condensed Consolidated Statements of Cash Flows for the
Three Months ended March 31, 1995 and March 31, 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II - Other Information
Item 1. Legal Proceedings 10
Item 6. Exhibits and reports on Form 8-K 10
SIGNATURES 11
Index to Exhibits F-1
Page 3
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
The West Company, Incorporated and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
<TABLE>
<CAPTION> Quarter Ended
March 31, 1995 March 31, 1994
--------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $95,200 100 % $87,100 100 %
Cost of goods sold 63,100 66 58,200 67
----------------------------------------------------------------------------------------------------
Gross profit 32,100 34 28,900 33
Selling, general and administrative expenses 16,800 18 15,500 18
Other expense, net - - 700 1
----------------------------------------------------------------------------------------------------
Operating profit 15,300 16 12,700 14
Interest expense 1,400 2 600 1
----------------------------------------------------------------------------------------------------
Income before income taxes and minority interests 13,900 14 12,100 13
Provision for income taxes 5,100 5 4,700 5
Minority interests 200 - 500 -
----------------------------------------------------------------------------------------------------
Income from consolidated operations 8,600 9 % 6,900 8 %
Equity in net income (loss) of affiliated companies (400) 100
----------------------------------------------------------------------------------------------------
Net income $ 8,200 $ 7,000
----------------------------------------------------------------------------------------------------
Net income per share $ .50 $ .44
----------------------------------------------------------------------------------------------------
Average shares outstanding 16,491 15,956
<PAGE> Page 4
See accompanying notes to interim financial statements.
</TABLE>
Page 5
<PAGE>
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
ASSETS March 31, 1995 Dec. 31, 1994
-------------- -------------
<S> <C> <C>
Current assets:
Cash, including equivalents $ 28,900 $ 27,200
Accounts receivable 59,000 57,800
Inventories 46,200 38,100
Other current assets 13,500 13,600
----------------------------------------------------------------------------
Total current assets 147,600 136,700
----------------------------------------------------------------------------
Net property, plant and equipment 200,300 192,200
Investments in affiliated companies 21,900 21,900
Intangibles and other assets 51,800 46,600
----------------------------------------------------------------------------
Total Assets $421,600 $ 397,400
----------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 7,800 $ 19,200
Notes payable 5,000 2,700
Accounts payable 17,000 19,300
Other current liabilities 29,100 45,100
----------------------------------------------------------------------------
Total current liabilities 58,900 86,300
----------------------------------------------------------------------------
Long-term debt, excluding current portion 72,000 35,900
Deferred income taxes 24,400 24,400
Other long-term liabilities 24,500 21,600
Minority interests 2,300 1,900
Shareholders' equity 239,500 227,300
----------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $421,600 $397,400
----------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE>
<PAGE>
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended
March 31, 1995 March 31, 1994
---------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 16,000 $ 13,100
Changes in assets and liabilities (9,000) (6,100)
-----------------------------------------------------------------------------------------
Net cash provided by operating activities 7,000 7,000
-----------------------------------------------------------------------------------------
Cash flows from investing activities:
Property, plant and equipment acquired (6,900) (4,400)
Proceeds from sale of assets 100 100
Payment for acquisition, net of cash acquired (16,500) (2,900)
-----------------------------------------------------------------------------------------
Net cash used in investing activities (23,300) (7,200)
-----------------------------------------------------------------------------------------
Cash flows from financing activities:
New long-term debt 27,800 -
Repayment of long-term debt (11,200) (900)
Notes payable, net 1,800 3,600
Dividend payments (2,000) (1,800)
Sale of common stock, net 800 900
-----------------------------------------------------------------------------------------
Net cash provided by financing activities 17,200 1,800
-----------------------------------------------------------------------------------------
Effect of exchange rates on cash 800 100
-----------------------------------------------------------------------------------------
Net increase in cash, including equivalents $ 1,700 $ 1,700
-----------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE>
Page 8
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
Interim results are based on the Company's accounts without
audit. The interim consolidated financial statements for the
quarter ended March 31, 1995 should be read in conjunction with
the consolidated financial statements and notes thereto of The
West Company, Incorporated appearing in the Company's 1994 Annual
Report on Form 10-K.
1. Interim Period Accounting Policy
---------------------------------
In the opinion of management, the unaudited Condensed
Consolidated Balance Sheet as of March 31, 1995 and the
related unaudited Consolidated Statement of Income and the
unaudited Condensed Consolidated Statement of Cash Flows for
the three month period then ended and for the comparative
periods in 1994 contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the
financial position as of March 31, 1995 and the results of
operations and cash flows for the respective periods. The
results of operations for any interim period are not
necessarily indicative of results for the full year.
Operating Expenses
------------------
Certain operating expenses have been annualized for interim
reporting purposes.
Income Taxes
-------------
The tax rate used for interim periods is the estimated annual
effective consolidated tax rate, based on current estimates
of full year results, except that taxes applicable to
operating results in Brazil are recorded on a basis discrete
to the period and prior year adjustments, if any, are
recorded as identified.
2. Inventories at March 31, 1995 and December 31, 1994 are
summarized as follows:
Audited
(in thousands) 1995 1994
-------- --------
Finished goods $ 19,900 $ 17,000
Work in process 8,600 5,300
Raw materials and supplies 17,700 15,800
-------- --------
$ 46,200 $ 38,100
-------- --------
-------- --------
Page 9
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
3. The carrying value of property, plant and equipment is
determined as follows:
Audited
(in thousands) 1995 1994
-------- --------
Property, plant and equipment $ 385,100 $ 366,800
Less accumulated depreciation 184,800 174,600
-------- --------
Net property, plant and equipment$ 200,300 $ 192,200
-------- --------
-------- --------
4. Common stock issued at March 31, 1995 was 16,844,735 shares,
of which 318,985 shares were held in treasury. Dividends of
$.12 per common share were paid in the first quarter of 1995
and a dividend of $.12 per share payable to holders of
record on April 19, 1995 was declared on March 7, 1995.
5. The Company has accrued the estimated cost of environmental
compliance expenses related to current and former
manufacturing facilities. The ultimate cost to be incurred
by the Company cannot be fully determined; however, based on
information currently available, the Company believes the
accrued liability is sufficient to cover the future costs of
required remedial actions.
6. Subsequent event: On April 27, 1995 the Company announced
that it completed its acquisition of PACO Pharmaceutical
Services, Inc., a public company traded over-the-counter.
The merger follows the completion of a cash tender offer for
PACO common stock at $12.25 per share. PACO will become a
wholly-owned subsidiary of the Company, and will be
consolidated beginning in the second quarter of 1995.
The following table presents selected financial information
for the year ended December 31, 1994 on a proforma basis
assuming the acquisition of 100% of PACO Pharmaceuticals
Services, Inc. and subsidiaries had occured on January 1,
1994 and $1.4 million of savings related to synergies of the
companies had been realized.
Net sales $429,900
Income before taxes 43,500
Income from consolidated operations 28,100
Net income 28,600
Net income per share 1.78
Page 10
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Quarter Ended March 31, 1995 Versus
-----------------------------------------------------------------
the Quarter ended March 31, 1994.
---------------------------------
Net Sales
---------
Net sales for the first quarter of 1995 increased by $8.1
million, or 9%, compared with the same period in 1994. A weak
U.S. dollar and inclusion of sales generated by Schubert Seals
A/S, 51% of which was acquired in May 1994, were the primary
reasons for the increase. Strong demand for products in
international health care markets were offset in part by lower
sales in U.S. markets and lower machinery sales. Demand for the
Company's Spout-Pak closure system for gable-carton juice
containers remained strong.
Gross Profit
------------
Gross margin as a percentage of sales increased to 33.7% in 1995
from 33.2% in the first quarter of 1994. The margin improvement
reflects increased sales volume in international health care
markets. Margins in the U.S. were lower because of product mix
and higher material prices.
Selling, general and administrative (SG&A) expenses increased by
$1.3 million in the first quarter 1995 compared with first
quarter 1994. SG&A expenses for Schubert Seals A/S and
translation differences due to the weakening U.S. dollar were the
primary causes.
Other expense, net in 1995 decreased by $0.7 million compared
with the same period in 1994. In 1995, foreign exchange losses
in Europe because of a strong German mark, and in Brazil were
offset by higher interest income earned on the large cash
balances. In 1994, exchange losses in Brazil were significantly
higher than in 1995, and more than offset other income sources
resulting in net other expenses of $0.7 million.
Interest Expense, Minority Interests and Equity in Affiliates
--------------------------------------------------------------
Higher average debt levels related to acquired companies and to
the financing of acquisitions in 1994, including the minority
interests in five European subsidiaries in the fourth quarter of
1994, and a weaker U.S. dollar compared to European currencies,
increased interest expense
Page 11
<PAGE>
Item. 2.
Management Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations. (Continued)
----------------------------------
by $0.8 million in the first quarter 1995 compared with 1994.
Minority interests are lower because of the minority buyout
mentioned above.
Equity in net income of affiliates showed a loss of $0.4 million
for the first quarter of 1995 compared with income of $0.1
million for the same period in 1994.
Further devaluation of the Mexican peso produced significant
translation losses on net monetary assets of the Company's
affiliate in Mexico, and was responsible for the reported loss.
Taxes
-----
The estimated effective annual tax rate for 1995 is 37%. This is
two percentage points lower than the rate estimated in the first
quarter of 1994 primarily due to lower state taxes. The
effective annual tax rate at the end of 1994 was 31.8%,
reflecting the one-time impact of a net refund of foreign taxes
paid by subsidiaries in prior years, triggered by the payment of
dividends. No similar significant one-time benefits are expected
in 1995.
Net Income
----------
Net income for the first quarter 1995 was $8.2 million, or $.50
per share, compared with net income for the first quarter 1994 of
$7.0 million, or $.44 per share.
Financial Position
-------------------
Working capital at March 31, 1995 was $88.7 million compared with
$50.4 million at December 31, 1994. Working capital increased
because of the long-term financing of the final payment for the
acquisition of minority owners' interests in five European
subsidiaries, and the settlement of liability on an interest rate
swap agreement. U.S. inventory levels were also higher. The
working capital ratio at March 31, 1995 was 2.5 to 1.
Cash flow from operations and available cash funded capital
expenditures and dividends.
<PAGE> Page 12
Total debt as a percentage of total invested capital rose to
25.9% at March 31, 1995 compared to 20.1% at December 31, 1994.
At March 31, 1995 the Company had available unused lines of
credit totaling $49.8 million.
On April 27, 1995 the Company completed the acquisition of PACO
Pharmaceutical Services, Inc. (see subsequent event in the Notes
to Consolidated Financial Statements). The Company intends to
finance the acquisition with available cash and drawdown of funds
from available lines of credit.
Page 13
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings.
------------------
A. Wayne, New Jersey
------------------
The Company is a party to an Administrative Consent Order with
the New Jersey Department of Environment Protection (DEP) under
which the Company is required to submit and perform a cleanup
plan for property formerly owned by the Company in Wayne, New
Jersey. The DEP has approved the Company's plan which permits a
plastic waste-disposal area to be capped and to remain in place,
subject to placing a use restriction on that portion of the
property, and subject to the DEP's further determination of the
extent to which groundwater monitoring will be required. The
present owner of the property has thus far declined to provide
the use restriction and the Company has initiated legal action
against him to compel him to provide the use restriction. The
DEP has not yet taken final action with respect to any further
remedial steps such as ground water monitoring which may be
required as part of the cleanup plan.
See note number 5 of the Notes to Consolidated Financial
Statments beginning on page 6 of this report.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) See Index to Exhibits on pages F-1, F-2, F-3 and F-4 of
this Report.
(b) No reports on Form 8-K have been filed for the quarter
ended March 31, 1995.
Page 14
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE WEST COMPANY, INCORPORATED
-----------------------------------
(Registrant)
May 15, 1995 R. J. Land
-------------------- -----------------------------------
Date (Signature)
R. J. Land
Sr. Vice President,
Finance and Administration
(Chief Financial Officer)
May 15, 1995 A. M. Papso
-------------------- -----------------------------------
Date (Signature)
A. M. Papso
Vice President and Corporate
Controller
(Chief Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number Number
------ --------
(3) (a) Restated Articles of Incorporation of the
Company, incorporated by reference to Exhibit
(4) to the Company's Registration Statement
on Form S-8 (Registration No. 33-37825).
(3) (b) Bylaws of the Company, as amended and
restated December 13, 1994, incorporated by
reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year ended
12/31/94 (File No.0-5884).
(4) (a) Form of stock certificate for common stock
incorporated by reference to Exhibit (3) (b)
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989 (File
No. 0-5884).
(4) (b) Flip-In Rights Agreement between the Company
and American Stock Transfer & Trust Company,
as Rights Agent, dated as of January 16,
1990, incorporated by reference to Exhibit 1
to the Company's Form 8-A Registration
Statement (File No. 1-8036).
(4) (c) Flip-Over Rights Agreement between the
Company and American Stock Transfer & Trust
Company, as Rights Agent, dated as of January
16, 1990, incorporated by reference to
Exhibit 2 to the Company's Form 8-A
Registration Statement (File No. 1-8036).
(10) (a) Registration Rights Agreement dated March 23,
1993 between the Company and Hans Wimmer,
incorporated by reference to The Company's
Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-5884).
(10) (b) Lease dated as of December 31, 1992 between
Lion Associates, L.P. and LuMont
Keystone/Lionville Trust, relating to the
lease of the Company's headquarters in
Lionville, Pa., incorporated by reference to
F-1
<PAGE>
Exhibit Page
Number Number
------ -------
The Company's Annual Report on Form 10-K for
the year ended December 31, 1992 (File No. 0-
5884).
(10) (c) Long-Term Incentive Plan, as amended March 2,
1993, incorporated by reference to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1992 (File No. 0-
5884).
(10) (d) 1995 Annual Incentive Bonus Plan,
incorporated by reference to The Company's
Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 0-5884).
(10) (e) Non-Qualified Stock Option Plan for Non-
Employee Directors, incorporated by reference
to The Company's Annual Report on Form 10-K
for the year ended December 31, 1992 (File
No. 0-5884).
(10) (f) Pension agreement dated February 17, 1994
between Pharma-Gummi Wimmer West GmbH and Ulf
Tychsen, incorporated by reference to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 0-
5884).
(10) (g) Form of agreement between the Company and
certain of its executive officers,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991 (File No.0-5884).
(10) (h) Schedule of agreements with executive
officers.
(10) (i) Supplemental Employees' Retirement Plan
("SERP"), incorporated by reference to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1989 (File No.
0-5884).
F-2
<PAGE>
Exhibit Page
Number Number
------- ------
(10 (j) Amendment No. 1 to the Company's Supplemental
Employees' Retirement Plan.
(10) (k) Retirement Plan for Non-Employee Directors of
the Company, as amended November 5, 1991,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 0-5884).
(10) (l) Employment Agreement dated May 20, 1991
between the Company and William G. Little,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 0-5884).
(10) (m) Management Contract dated as of March 7,
1986, between Hans Wimmer and Pharma-Gummi
Wimmer West GmbH, as amended, incorporated by
reference to The Company's Annual Report on
Form 10-K for the year ended December 31,
1992 (File No. 0-5884).
(10) (n) Contract of Employment dated April 2, 1992
between Ulf C. Tychsen and Pharma-Gummi
Wimmer West GmbH, and related letter
agreement of even date and Addendum No. 1
dated September 26, 1994, incorporated by
reference to the Company's Annual Report on
form 10-K for the year ended December 31,
1994 (File No. 0-5884).
(10) (o) Non-qualified Deferred Compensation Plan for
Designated Executive Officers ("Officiers
Deferred Comp Plan") incorporated by
reference to Exhibit (10) (s) to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 0-
5884).
(10) (p) Amendment No. 1 to the Non-qualified Deferred
Compensation Plan for Designated Executive
Officers.
F-3
<PAGE>
Exhibit Page
Number Number
------ ------
(10) (q) Non-qualified Deferred Compensation Plan for
Outside Directors, incorporated by reference
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989 (File
No. 0-5884).
(10) (r) Agreement and Plan of Merger dated March 24,
1995 Among the Company, Stoudt Acquisition
Corp. and Paco Pharmaceutical Services, Inc.
incorporated by reference to the Company's
Schedule 14 D-1 filed on March 31, 1995.
(11) Not applicable.
(15) Not applicable.
(18) None.
(22) None.
(23) Not applicable.
(24) None.
(27) Financial Data Schedules.
(99) None.
F-4
<PAGE>
Exhibit 10 (h)
SCHEDULE OF AGREEMENTS WITH EXECUTIVE OFFICERS
----------------------------------------------
The Company has entered into agreements with the
following individuals. Such agreements are substantially
identical in all material respects to the form of agreement set
forth in Exhibit (10) (g).
George R. Bennyhoff
John R. Gailey III
J. E. Dorsey
Stephen M. Heumann
Raymond J. Land
Anna Mae Papso
Victor E. Ziegler
<PAGE>
Exhibit (10) (j)
AMENDMENT NO. 1
THE WEST COMPANY INCORPORATED
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
The West Company, Incorporated hereby amends its
Supplemental Employees' Retirement Plan as set forth below:
I. SECTION 3 is hereby deleted and the following substituted
therefor:
3. The monthly normal retirement benefit calculated
under this Plan at a Participant's attainment of age 65 shall be
equal to the benefit that would have been paid under the SERP if
the amount of the monthly benefit under the SERP as in effect
when the Participant attained age 65 (assuming payment in the
form of a single life annuity with no period certain) was
calculated (i) by taking into account compensation a Participant
elected to defer under The West Company Non-Qualified Plan for
Designated Executive Officers for purposes of determining his
Average Annual Earnings, and (ii) without taking the Code Limits
into account, reduced by the offset provided in paragraph 4.
To record the adoption of this Amendment No. 1 to the
Plan, The West Company, Incorporated has caused its authorized
officers to affix its name and seal this 1st day of November,
1994.
[CORPORATE SEAL] THE WEST COMPANY, INCORPORATED
Attest: By:
------------------ -----------------------------------
John R. Gailey III George R. Bennyhoff
Secretary Senior Vice President
Human Resources and Public Affairs
<PAGE>
Exhibit (10) (p)
AMENDMENT NO. 1
THE WEST COMPANY, INCORPORATED
NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR
DESIGNATED EXECUTIVE OFFICERS
The West Company, Incorporated hereby amends its Non-
Qualified Deferred Compensation Plan for Designated Executive
Officers as set forth below:
I. SECTION 3(b) is hereby re-numbered as Section 3(c) and a new
Section 3(b) is hereby inserted as follows:
(b) Notwithstanding Section 3(a) above, if an eligible
Executive Officer is hired by the Company during a calendar year,
the Executive Officer may elect to participate in the Plan by
notifying the Company's Secretary in writing before the Executive
Officer performs any services for the Company how much of his
Compensation shall be deferred. An election so made shall be
irrevocable during that calendar year and shall apply to each
calendar year thereafter until the Executive Officer changes his
election in accordance with the procedure set forth in Section
3(a) above.
To record the adoption of this Amendment No. 1 to the
Plan, The West Company, Incorporated has caused its authorized
officers to affix its name and seal this 7th day of March, 1995.
[CORPORATE SEAL] THE WEST COMPANY,
INCORPORATED
Attest: By:
---------------------------- -------------------------
John R. Gailey III George R. Bennyhoff
Secretary Senior Vice President
Human Resources
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 28,900
<SECURITIES> 0
<RECEIVABLES> 59,000
<ALLOWANCES> 0
<INVENTORY> 46,200
<CURRENT-ASSETS> 13,500
<PP&E> 385,100
<DEPRECIATION> 184,800
<TOTAL-ASSETS> 421,600
<CURRENT-LIABILITIES> 58,900
<BONDS> 84,800
<COMMON> 4,200
0
0
<OTHER-SE> 235,300
<TOTAL-LIABILITY-AND-EQUITY> 421,600
<SALES> 95,200
<TOTAL-REVENUES> 95,200
<CGS> 63,100
<TOTAL-COSTS> 63,100
<OTHER-EXPENSES> 16,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,400
<INCOME-PRETAX> 13,900
<INCOME-TAX> 5,100
<INCOME-CONTINUING> 8,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,200
<EPS-PRIMARY> .50
<EPS-DILUTED> .0
</TABLE>
