<PAGE> This report contains 22 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 June 30, 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 .
------ -------
July 31, 1995 --16,573,177
--------------------------------------------------------------------------
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 June 30, 1995
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Three and Six
Months ended June 30, 1995 and June 30, 1994 3
Condensed Consolidated Balance Sheets as of June 30, 1995
and December 31, 1994 4
Condensed Consolidated Statements of Cash Flows for the Six
Months ended June 30, 1995 and June 30, 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II - Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
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>
(Unaudited) (Unaudited)
Six Months Ended Six Months Ended
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
<S> <C> <C> <C><C> <C> <C><C> <C> <C><C> <C> <C>
Net sales $109,000 100 % $91,500 100 % $204,200 100 % $178,600 100 %
Cost of goods sold 77,100 71 61,500 67 139,800 68 119,400 67
--------------------------------------------------------------------------------------------------
Gross profit 31,900 29 30,000 33 64,400 32 59,200 33
Selling, general and
administrative expenses 18,100 16 17,100 18 35,300 17 32,900 18
Other (income) expense, net (1,300) (1) 500 1 (1,300) - 1,200 1
--------------------------------------------------------------------------------------------------
Operating profit 15,100 14 12,400 14 30,400 15 25,100 14
Interest expense, net 2,000 2 700 1 3,400 2 1,300 1
---------------------------------------------------------------------------------------------------
Income before income taxes
and minority interests 13,100 12 11,700 13 27,000 13 23,800 13
Provision for income taxes 4,700 4 4,200 4 9,800 5 8,900 5
Minority interests 300 - 600 1 500 - 1,100 -
---------------------------------------------------------------------------------------------------
Income from consolidated
<PAGE>
Page 4
operations 8,100 8 % 6,900 8 % 16,700 8 % 13,800 8 %
Equity in net income of
affiliated companies 600 600 200 700
---------------------------------------------------------------------------------------------------
Net income $ 8,700 $ 7,500 $ 16,900 $ 14,500
---------------------------------------------------------------------------------------------------
Net income per share $ .52 $ .47 $ 1.02 $ .91
----------------------------------------------------------------------------------------------------
Average shares outstanding 16,531 15,993 16,511 15,975
Certain items have been reclassed to conform with current classifications
See accompanying notes to interim financial statements.
</TABLE>
<PAGE>
Page 5
<PAGE>
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
ASSETS June 30, 1995 Dec. 31, 1994
-------------- -------------
<S> <C> <C>
Current assets:
Cash, including equivalents $ 15,300 $ 27,200
Accounts receivable, net 66,200 57,800
Inventories 51,900 38,100
Other current assets 22,700 13,600
---------------------------------------------------------------------------
Total current assets 156,100 136,700
---------------------------------------------------------------------------
Property, plant and equipment, net 230,500 192,200
Investments in affiliated companies 24,900 21,900
Intangibles and other assets, net 73,600 46,600
--------------------------------------------------------------------------
Total Assets $485,100 $ 397,400
--------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 6,200 $ 19,200
Notes payable 36,000 2,700
Accounts payable 19,200 19,300
Other current liabilities 32,400 45,100
---------------------------------------------------------------------------
Total current liabilities 93,800 86,300
---------------------------------------------------------------------------
Long-term debt, excluding current portion 82,100 35,900
Deferred income taxes 33,900 24,400
Other long-term liabilities 23,500 21,600
Minority interests 2,700 1,900
Shareholders' equity 249,100 227,300
--------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $485,100 $397,400
---------------------------------------------------------------------------
See accompanying notes to interim financial statements.
Page 6
</TABLE>
<PAGE>
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
Six Months Ended
June 30, 1995 June 30, 1994
---------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 31,600 $ 26,700
Changes in assets and liabilities (15,800) (9,500)
------------------------------------------------------------------------------------------
Net cash provided by operating activities 15,800 17,200
------------------------------------------------------------------------------------------
Cash flows from investing activities:
Property, plant and equipment acquired (14,800) (11,000)
Proceeds from sale of assets 100 800
Payments for acquisitions, net of cash acquired (62,300) (4,500)
Customer advances (4,700) -
------------------------------------------------------------------------------------------
Net cash used in investing activities (81,700) (14,700)
------------------------------------------------------------------------------------------
Cash flows from financing activities:
New long-term debt 38,100 -
Repayment of long-term debt (15,000) (900)
Notes payable, net 33,000 3,800
Dividend payments (3,900) (3,500)
Sale of common stock, net 900 1,500
------------------------------------------------------------------------------------------
Net cash provided by financing activities 53,100 900
------------------------------------------------------------------------------------------
Effect of exchange rates on cash 900 200
------------------------------------------------------------------------------------------
Net (decrease) increase in cash, including equivalents $(11,900) $ 3,600
------------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
Page 7
</TABLE>
<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 June 30, 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 June 30, 1995 and the
related unaudited Consolidated Statements of Income for the
three and six months then ended and the unaudited Condensed
Consolidated Statement of Cash Flows for the six 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 June 30, 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 June 30, 1995 and December 31, 1994 are
summarized as follows:
Audited
(in thousands) 1995 1994
-------- --------
Finished goods $ 21,400 $ 17,000
Work in process 11,000 5,300
Raw materials and supplies 19,500 15,800
-------- --------
$ 51,900 $ 38,100
-------- --------
-------- --------
Page 8
<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 $ 433,000 $ 366,800
Less accumulated depreciation 202,500 174,600
-------- --------
Property, plant and equipment, net $ 230,500 $ 192,200
-------- --------
-------- --------
4. Common stock issued at June 30, 1995 was 16,844,735 shares,
of which 309,242 shares were held in treasury. Dividends of
$.12 per common share were paid in the second quarter of
1995 and a dividend of $.12 per share payable to holders of
record on July 19, 1995 was declared on May 2, 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. On April 27, 1995 the Company announced that it completed
its acquisition of Paco Pharmaceutical Services, Inc. and
subsidiaries, ("Paco") a public company traded over-the-
counter. The merger followed the completion of a cash
tender offer for Paco common stock at $12.25 per share.
Paco became a wholly-owned subsidiary of the Company, and
has been consolidated beginning on May 1, 1995.
The following table presents selected financial information
for the six months ended June 30, 1995 on a proforma basis
assuming the acquisition of 100% of Paco had occurred on
January 1, 1995 and $0.5 million of cost savings, (pro-rated
over the first four months) related to synergies of the
companies had been realized.
Net sales $ 224,200
Income before taxes 25,900
Income from consolidated operations 15,900
Net income 16,100
Net income per share $ .98
Page 9
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Quarter and Six Months Ended June
-----------------------------------------------------------------
30, 1995 Versus the Comparable 1994 Periods
-----------------------------------------------------------------
Net Sales
---------
Net sales for the second quarter of 1995 were $17.5 million, or
19.3%, higher versus the same quarter in 1994. For the six
months, net sales were $25.6 million, or 14.4%, higher compared
with the same period in 1994. For both the quarter and the six
month period, net sales increases primarily reflect acquisitions,
Paco Pharmaceutical Services, Inc. (Paco) in April 1995 and 51%
of Schubert Seals A/S (Schubert) in May 1994. Also, sales
increased because of favorable exchange rates, strong demand for
the Company's Spout-Pak closure system for gable-carton juice
containers, and continued strong demand in international health
care markets. These increases were offset in part by lower
machinery sales and lower sales to U.S. health care markets in
the first quarter.
Gross Profit
------------
Gross profit increased 6.5% in the second quarter; however the
gross margin was 29.2% for the second quarter 1995 which was 3.6
percentage points lower compared with the same quarter in 1994.
Excluding the consolidation of Paco, the margin would have been
30.8%. Higher material costs and a change in product mix were
the primary reasons for the lower margin. In addition in South
America, government-mandated increases in salary and fringe
benefits also had a negative effect on the gross margin.
For the first six months of 1995, the gross margin was 31.5%
which was 1.7 percentage points lower versus the same period in
1994. Excluding Paco, the gross margin would have been 32.5%.
The reduced gross margin reflects product mix and higher material
prices. However, gross margins continued to improve in Europe
because of strong demand for the Company's products.
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses (SG&A) increased by
$1.0 million for the second quarter 1995 versus 1994 and $2.4
Page 10
<PAGE>
Item. 2.
Management Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations. (Continued)
----------------------------------
million for the six month period. Additional expenses from the
consolidation of Paco and Schubert and a weaker U.S. dollar were
offset in part by cost savings from staff reductions and lower
claim costs. However, SG&A is lower as a percentage of sales in
1995 compared with 1994.
Other (income), expense, net
----------------------------
Other income, net, for the second quarter increased by $1.8
million compared with the same quarter in 1994. For the six
month period other income increased by $2.5 million compared with
1994. Lower foreign exchange losses in Brazil, a gain from the
sale of a small unprofitable business line, and higher investment
income were the primary reasons for the improvements.
Interest Expense, Minority Interests and Equity in Affiliates
--------------------------------------------------------------
Higher average debt levels related to acquired companies, the
financing of acquisitions in 1994 and 1995 and a weaker U.S.
dollar increased interest expense by $1.3 million for the second
quarter and by $2.1 million for the six month period compared
with 1994.
Minority interests are lower reflecting the buyout of the
remaining minority ownerships in the Company's largest
subsidiaries in Europe which occurred in the fourth quarter of
1994.
Equity in the net income of affiliated companies was unchanged in
1995 compared with the same quarter in 1994. For the six months,
the Company's share of net income was lower by $0.5 million
compared with 1994. The devaluation of the Mexican peso was the
primary reason and continues to have a negative effect on
results.
Taxes
-----
The tax rate for the second quarter 1995 was 35.9%. This
reflects the reduction in the estimated effective annual tax rate
to 36.5%. The lower estimated tax rate reflects the mix of
earnings with a higher proportion of earnings in low tax
jurisdictions. The estimated effective annual tax rate at June
30, 1994 was 37.25%. The effective annual tax rate at the end of
1994 was 31.8%, reflecting the one-time impact of a net refund of
Page 11
<PAGE>
Item. 2.
Management Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations. (Continued)
----------------------------------
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 second quarter 1995 was $8.7 million, or $.52
per share, compared with net income for the second quarter 1994
$7.5 million, or $.47 per share. Net income for six months
ended June 30, 1995 was $16.9 million, or $1.02 per share,
compared with net income of $14.5 million, or $.91 per share.
Financial Position
-------------------
Working capital at June 30, 1995 was $62.3 million compared with
$50.4 million at December 31, 1994. Working capital increased
because of the consolidation of Paco. The working capital ratio
at June 30, 1995 was 1.66 to 1. Cash on hand and cash flows from
operations were adequate to fund capital expenditures, repay
long-term debt and pay dividends. Available cash and debt
facilities were used to fund the acquisition of Paco and meet
final obligations for the Company's purchase of the remaining
minority interests in five subsidiaries in Europe.
Total debt as a percentage of total invested capital was 33.1% at
June 30, 1995, compared to 20.1% at December 31, 1994. At June
30, 1995, the Company had available unused lines of credit of
$9.9 million.
Page 12
<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 Environmental 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
Statements beginning on page 8 of this report.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Company held its annual meeting of shareholders
on May 2, 1995.
(c) George W. Ebright, L. Robert Johnson, John F.
Neafsey, Hans Wimmer and Geoffrey F. Worden were
elected Class II directors (with a term expiring in
1998) by a vote of 12,979,139 for the election and
13,470 against.
The appointment of Coopers & Lybrand as the
Company's independent accounts for the year ending
December 31, 1995 was approved by the following
vote:
FOR AGAINST ABSTENTIONS
----- -------- ------------
12,957,606 25,708 9,292
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.
Page 13
<PAGE>
Item 1. Legal Proceedings., continued
-----------------------------
(b) Form 8-K filed on May 10, 1995, covering the merger
agreement on March 24, 1995 between The West Company,
Incorporated, and Paco Pharmaceutical Services, Inc..
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)
August 14, 1995 /s/ J. E. Dorsey
-------------------- -----------------------------------
Date (Signature)
J. E. Dorsey
Executive Vice President,
Chief Operating Officer
August 14, 1995 /s/ 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 15,300
<SECURITIES> 0
<RECEIVABLES> 66,200
<ALLOWANCES> 0
<INVENTORY> 51,900
<CURRENT-ASSETS> 22,700
<PP&E> 433,000
<DEPRECIATION> 202,500
<TOTAL-ASSETS> 485,100
<CURRENT-LIABILITIES> 93,800
<BONDS> 124,300
<COMMON> 4,200
0
0
<OTHER-SE> 244,900
<TOTAL-LIABILITY-AND-EQUITY> 485,100
<SALES> 204,200
<TOTAL-REVENUES> 204,200
<CGS> 139,800
<TOTAL-COSTS> 139,800
<OTHER-EXPENSES> 35,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,400
<INCOME-PRETAX> 27,000
<INCOME-TAX> 9,800
<INCOME-CONTINUING> 16,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,900
<EPS-PRIMARY> 1.02
<EPS-DILUTED> .0
</TABLE>
