<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, 1996
---------------
Commission File Number 1-8036
------
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, 1996 -- 16,641,121
-----------------------------------------------------------------
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, 1996
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations for the
Three Months ended March 31, 1996 and March
31, 1995 3
Condensed Consolidated Balance Sheets as of March
31, 1996 and December 31, 1995 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended March 31, 1996 and
March 31, 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Part II - Other Information
Item 1. Legal Proceedings 13
Item 6. Exhibits and reports on Form 8-K 13
SIGNATURES 14
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 OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION> Unaudited
Quarter Ended
March 31, 1996 March 31, 1995
--------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 113,900 100 % $95,200 100 %
Cost of goods sold 82,600 72 62,700 66
--------------------------------------------------------------------------------------------------
Gross profit 31,300 28 32,500 34
Selling, general and administrative expenses 19,100 17 17,200 18
Restructuring charge 21,500 19 - -
Other income, net (100) - - -
--------------------------------------------------------------------------------------------------
Operating profit (9,200) (8) 15,300 16
Interest expense 1,600 1 1,400 2
--------------------------------------------------------------------------------------------------
Income (loss) before income taxes (10,800) (9) 13,900 14
and minority interests
Provision for (recovery of) income taxes (2,400) (2) 5,100 5
Minority interests - - 200 -
--------------------------------------------------------------------------------------------------
Income (loss) from consolidated operations (8,400) (7) % 8,600 9 %
Equity in net income (loss) of affiliated companies 200 (400)
--------------------------------------------------------------------------------------------------
Net income (loss) $ (8,200) $ 8,200
--------------------------------------------------------------------------------------------------
Net income (loss) per share $ (.49) $ .50
<PAGE>
Page 4
--------------------------------------------------------------------------------------------------
Average shares outstanding 16,631 16,491
See accompanying notes to interim financial statements.
</TABLE>
Page 4
<PAGE>
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
Unaudited Audited
ASSETS March 31, 1996 Dec. 31, 1995
-------------- -------------
<S> <C> <C>
Current assets:
Cash, including equivalents $ 14,300 $ 17,400
Accounts receivable 69,800 67,900
Inventories 50,400 48,300
Other current assets 16,900 14,800
---------------------------------------------------------------------------
Total current assets 151,400 148,400
---------------------------------------------------------------------------
Net property, plant and equipment 211,500 229,300
Investments in affiliated companies 21,200 21,600
Intangibles and other assets 85,600 80,800
---------------------------------------------------------------------------
Total Assets $469,700 $ 480,100
---------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,400 $ 1,500
Notes payable 9,100 8,300
Accounts payable 22,600 22,500
Salaries, wages, benefits 11,300 9,700
Income taxes payable 4,000 3,400
<PAGE>
Page 5
Other current liabilities 25,400 16,400
---------------------------------------------------------------------------
Total current liabilities 73,800 61,800
---------------------------------------------------------------------------
Long-term debt, excluding current portion 97,900 104,500
Deferred income taxes 30,400 34,300
Other long-term liabilities 25,500 25,200
Minority interests 200 200
Shareholders' equity 241,900 254,100
---------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 469,700 $480,100
---------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE>
Page 6
<PAGE>
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Unaudited
Quarter Ended
March 31, 1996 March 31, 1995
---------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 17,500 $ 16,000
Changes in assets and liabilities (6,500) (9,000)
-----------------------------------------------------------------------------------------
Net cash provided by operating activities 11,000 7,000
-----------------------------------------------------------------------------------------
Cash flows from investing activities:
Property, plant and equipment acquired (8,600) (6,900)
Proceeds from sale of assets 100 100
Payment for acquisition, net of cash acquired - (16,500)
-----------------------------------------------------------------------------------------
Net cash used in investing activities (8,500) (23,300)
-----------------------------------------------------------------------------------------
Cash flows from financing activities:
New long-term debt 3,000 27,800
Repayment of long-term debt (7,500) (11,200)
Notes payable, net 1,000 1,800
Dividend payments (2,200) (2,000)
Sale of common stock, net 200 800
-----------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (5,500) 17,200
-----------------------------------------------------------------------------------------
Effect of exchange rates on cash (100) 800
-----------------------------------------------------------------------------------------
Net (decrease) increase in cash, including equivalents $ (3,100) $ 1,700
-----------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE>
Page 7
<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, 1996 should be read in conjunction with
the consolidated financial statements and notes thereto of The
West Company, Incorporated appearing in the Company's 1995 Annual
Report on Form 10-K.
1. On January 1, 1996 the Company adopted Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of.
This statement requires that long-lived assets and certain
intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. As of January 1, 1996,
no material impact resulted from the adoption of this
accounting standard.
2. Interim Period Accounting Policy
---------------------------------
In the opinion of management, the unaudited Condensed
Consolidated Balance Sheet as of March 31, 1996 and the
related unaudited Consolidated Statement of Operations and
the unaudited Condensed Consolidated Statement of Cash Flows
for the three month period then ended and for the comparative
period in 1995 contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the
financial position as of March 31, 1996 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
------------------
To better relate costs to benefits received or activity in an
interim period, certain operating expenses have been
annualized for interim reporting purposes. Such expenses
include depreciation due to use of the half year convention,
certain employee benefit costs, annual quantity discounts,
and advertising.
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 and the restructuring charge are
recorded on a basis discrete to the period; prior year
adjustments, if any, are recorded as identified.
3. Inventories at March 31, 1996 and December 31, 1995 are
summarized as follows:
Audited
(in thousands) 1996 1995
-------- --------
Finished goods $ 20,700 $ 17,600
Work in process 10,800 10,300
Raw materials and supplies 18,900 20,400
-------- --------
$ 50,400 $ 48,300
-------- --------
-------- --------
Page 8
<PAGE>
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
4. The carrying value of property, plant and equipment is
determined as follows:
Audited
(in thousands) 1996 1995
-------- --------
Property, plant and equipment $ 426,900 $ 440,100
Less accumulated depreciation 215,400 210,800
-------- --------
Net property, plant and equipment$ 211,500 $ 229,300
-------- --------
-------- --------
5. Common stock issued at March 31, 1996 was 16,844,735 shares,
of which 203,614 shares were held in treasury. Dividends of
$.13 per common share were paid in the first quarter of 1996
and a dividend of $.13 per share payable to holders of
record on April 17, 1996 was declared on March 11, 1996.
6. The Company has accrued the estimated cost of environmental
compliance expenses related to soil or ground water
contamination at current and former manufacturing
facilities. The ultimate cost to be incurred by the Company
and the timing of such payments cannot be fully determined.
However, based on consultants' estimates of the costs of
remediation in accordance with applicable regulatory
requirements, the Company believes the accrued liability of
$1.6 million at March 31, 1996 is sufficient to cover the
future costs of these remedial actions, which will be
carried out over the next two to three years. The Company
has not anticipated any possible recovery from insurance or
other sources.
7. On March 29, 1996, the Company approved a major
restructuring plan which includes the closing or substantial
downsizing of six manufacturing facilities, disposition of
related excess equipment and properties and an approximate
5% reduction of the workforce. The total estimated charge
related to these planned actions is $15 million, net of $6.5
million of income tax benefits, and was accrued in the first
quarter of 1996. Approximately one-third of the net charge
relates to reduction in personnel, including manufacturing
and staff positions, and covers severance pay and other
benefits to be provided to terminated employees. The
remaining accrued net charge relates to facility close down
costs and to the reduction to estimated net realizable value
of the carrying value of equipment and facilities made
excess by the restructuring plan. The restructuring
activities will be substantially complete by the end of the
first quarter of 1997.
<PAGE>
Page 9
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
8. On March 30, 1992, OCAP Acquisition Corp. ("OCAP") commenced
an action in the Supreme Court of the State of New York,
County of New York, against Paco, certain of its
subsidiaries and R. P. Scherer Corporation ("Scherer"),
Paco's former parent company, (collectively, the
"defendants"), arising out of the termination of an Asset
Purchase Agreement dated February 21, 1992 (the "Purchase
Agreement") between OCAP and the defendants providing for
the purchase of substantially all the assets of Paco. On
May 15, 1992, OCAP served an amended verified complaint (the
"Amended Complaint"), asserting causes of action for breach
of contract and breach of the implied covenant of good faith
and fair dealing, arising out of defendants' March 25, 1992
termination of the Purchase Agreement, as well as two
additional causes of action that were subsequently dismissed
by order of the court. The Amended Complaint sought $75
million in actual damages, $100 million in punitive damages,
as well as OCAP's attorney fees and other litigation
expenses, costs and disbursements incurred in bringing this
action. Scherer asserted a counterclaim against OCAP for
breach of contract and breach of the covenant of good faith
and fair dealing arising out of the termination of the
Purchase Agreement. This matter went to trial in late
March, 1996, and on April 10, 1996, at the close of trial,
the court dismissed all of the plaintiffs' claims and all of
defendants' counterclaims, with each side to bear its own
costs. A proposed form of judgement has been submitted to
the court but has yet to be entered. In the opinion of
management, the ultimate outcome of this litigation will not
have a material adverse effect on the Company's business or
financial condition.
Scherer has agreed to indemnify Paco against any liabilities
(including fees and expenses incurred after March 31, 1992)
it may have as a result of this litigation matter.
9. Subsequent event: On April 30, 1996 the Company announced
that its Board of Directors approved an agreement to
purchase 440,000 shares of its common stock owned by a
director who retired from the Board of Directors, for an
aggregate purchase price of approximately $10 million.
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, 1996 Versus
-----------------------------------------------------------------
March 31, 1995.
------------------------
Net Sales
---------
Net sales for the first quarter of 1996 were $113.9 million,
19.7% or $18.7 million higher compared with the same quarter in
1995. Net sales of Paco Pharmaceutical Services, Inc. (Paco)
totalled $16.1 million which was acquired in the second quarter
of 1995. The remaining part of the sales increase was the result
of higher product sales to healthcare markets due to price
increases initiated in the fourth quarter 1995 and volume and
product mix changes. Only Latin America reported lower sales
when compared with 1995 due to low demand as a result of
government policies. Sales of the Company's Spout-Pak closure
system for gable carton juice containers increased, but were more
than offset by lower demand for other products sold in U.S.
consumer products markets.
Gross Profit
------------
Gross profit for the quarter was 27.5% of net sales compared with
34.1% in the first quarter of 1995. Latin America's lower demand
and low production levels had a significant impact on gross
margins for the quarter, as did lower-margin service operations
provided by Paco. Material costs and product mix also had a
negative impact. Monthly trends in the core business are
improving as raw material prices stabilize and pricing
initiatives take hold. Future results will reflect the impacts
of the restructuring plan which will create focused, more
efficient factories and will enable the Company to shift certain
production to lower-cost facilities. The plan calls for the
closing or substantial downsizing of six manufacturing
facilities. The total reduction in the workforce of
approximately 5% includes both production and staff positions.
Selling, General and Administrative
-----------------------------------
Selling, general and administrative (SG&A) increased by $1.9
million for the first quarter 1996 compared with 1995. However,
SG&A is lower as a percentage of sales for the comparable
periods. Excluding the consolidation of Paco, the increase in
SG&A is 5.4% compared with 1995, reflecting, in part, higher
self-insured claims and other business taxes.
<PAGE>
Page 11
Management's Discussion and Analysis of Financial Condition
---------------------------------------------------------------------
and Results of Operations (Continued).
--------------------------------------
Other (Income), Expense
-----------------------
The restructuring charge totalled $21.5 million covering an
approximate $8.4 million for severance and $13.1 million of
losses on disposition of excess equipment and facilities.
Miscellaneous income of $0.1 million includes foreign exchange
gains and lower interest income versus exchange losses and higher
interest income for the comparable period in 1995.
Interest Expense, Minority Interests, and Equity in Affiliates
--------------------------------------------------------------
Higher average debt levels to finance acquisitions increased
interest expense in 1996 by 13.5%, or $.2 million, when compared
with 1995.
Minority interests are lower reflecting the buyout in 1995 of the
remaining minority ownership in Schubert Seals A/S.
Equity in net income of affiliated companies increased by $0.6
million for the first quarter 1996 when compared to the same
period in 1995. The Company's affiliate in Japan reported income
for the quarter compared with a loss for the first quarter
in 1995 and the Company's affiliate in Mexico reported breakeven
results in 1996 versus a loss in the same period in 1995.
Taxes
-----
Excluding the restructuring charge and the tax benefit on the
restructuring charge the tax rate for the first quarter
was 38.5%, reflecting a higher proportion of earnings in
jurisdictions with higher rates. This is higher than the estimated
annual effective tax rate of 37% in the first quarter of 1995.
The effective annual tax rate for the full year 1995 was 32.8%,
which reflected a change in the tax accounting method for
Puerto Rico and the recorded benefit of tax credits which were
assured realization. Excluding the impact of these adjustments,
the tax rate in 1995 would have been approximately 36%.
Net Income/Loss
----------------
Net loss for the first quarter 1996 was $8.2 million, or $.49 per
share, compared with net income for the first quarter 1995 of
$8.2 million, or $.50 per share. The total net restructuring
charge in the first quarter 1996 was $15 million, or $.90 per
share.
Page 12
Management's Discussion and Analysis of Financial Condition
---------------------------------------------------------------------
and Results of Operations (Continued).
--------------------------------------
Financial Position
------------------
Working capital at March 31, 1996 was $77.6 million compared with
$86.6 million at December 31, 1995. Working capital decreased
primarily because of the liabilities associated with the
restructuring plan. The working capital ratio at March 31, 1996
was 2.05 to 1. Available cash, cash flows from operations and
proceeds from new borrowings were adequate to cover capital
expenditures, pay dividends and repay maturing debt.
Total debt as a percentage of total invested capital was 30.9% at
March 31, 1996, compared with 31.0% at December 31, 1995. At
March 31, 1996, the Company had available unused lines of credit
of $79.6 million. This available borrowing capacity and cash
flow from operations is adequate, in the opinion of management,
to cover estimated cash requirements, including acquisition of
440,000 shares of the Company's common stock (see note 8),
severance costs related to the restructuring plan, and capital
expenditures.
Page 13
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings.
------------------
A. OCAP Litigation
---------------
On March 30, 1992, OCAP Acquisition Corp. ("OCAP") commenced an
action in the Supreme Court of the State of New York, County of
New York, against Paco, certain of its subsidiaries and R. P.
Scherer Corporation ("Scherer"), Paco's former parent company,
(collectively, the "defendants"), arising out of the termination
of an Asset Purchase Agreement dated February 21, 1992 (the
"Purchase Agreement") between OCAP and the defendants providing
for the purchase of substantially all the assets of Paco. On May
15, 1992, OCAP served an amended verified complaint (the "Amended
Complaint"), asserting causes of action for breach of contract
and breach of the implied covenant of good faith and fair
dealing, arising out of defendants' March 25, 1992 termination of
the Purchase Agreement, as well as two additional causes of
action that were subsequently dismissed by order of the court.
The Amended Complaint sought $75 million in actual damages, $100
million in punitive damages, as well as OCAP's attorney fees and
other litigation expenses, costs and disbursements incurred in
bringing this action. Scherer asserted a counterclaim against
OCAP for breach of contract and breach of the covenant of good
faith and fair dealing arising out of the termination of the
Purchase Agreement. This matter went to trial in late March,
1996, and on April 10, 1996, at the close of trial, the court
dismissed all of the plaintiffs' claims and all of defendants'
counterclaims, with each side to bear its own costs. A proposed
form of judgement has been submitted to the court but has yet to
be entered. In the opinion of management, the ultimate outcome
of this litigation will not have a material adverse effect on the
Company's business or financial condition.
Scherer has agreed to indemnify Paco against any liabilities
(including fees and expenses incurred after March 31, 1992) it
may have as a result of this litigation matter.
See the Note 8 to Consolidated Financial Statements, which
information is incorporated herein by reference.
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, 1996.
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, 1996 R. J. Land
------------- -----------------------------------
Date (Signature)
R. J. Land
Sr. Vice President,
Finance and Administration
(Chief Financial Officer)
May 15, 1996 A. M. Papso
------------ -----------------------------------
Date (Signature)
A. M. Papso
Vice President and
Corporate Controller
(Chief Accounting Officer)
<PAGE> Page 15
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 the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-8036).
(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.
1-8036).
(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) Amended and Restated Put and Call Agreement
dated as of March 23, 1993 between Hans
Wimmer, Wimmer Holding GbR and the Company,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 1-8036).
(10) (b) 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. 1-8036).
(10) (c) Lease dated as of December 31, 1992 between
Lion Associates, L.P. and the Company,
relating to the lease of the Company's
headquarters in Lionville, Pa., incorporated
by reference to The Company's Annual Report on
Form 10-K for the year ended December 31, 1992
(File No. 1-8036).
F - 1
<PAGE> Page 16
Exhibit Page
Number Number
(10) (d) First Addendum to Lease dated as of May 22,
1995 between Lion Associates, L.P. and the
Company, incorporated by reference to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-
8036).
10) (e) 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. 1-
8036), incorporated by reference to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 1-
8036).
(10) (f) 1996 Annual Incentive Bonus Plan, incorporated
by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995
(File No. 1-8036).
(10) (g) 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.
1-8036).
(10) (h) 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. 1-
8036).
(10) (i) Form of agreement between the Company and
eight 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.1-8036).
(10) (j) Schedule of agreements with executive
officers, incorporated by reference to the
Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1995 (File No.
1-8036).
(10) (k) Supplemental Employees' Retirement Plan,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989 (File No. 1-8036).
(10) (l) Amendment No. 1 to Supplemental Employees'
Retirement Plan, incorporated by reference to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-
8036).
F - 2
Page 17
<PAGE>
Exhibit Page
Number Number
(10) (m) Amendment No. 2 to Supplemental Employees'
Retirement Plan, incorporated by reference to
the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1995 (File
No. 1-8036).
(10) (n) 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. 1-8036).
(10) (o) 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. 1-8036).
(10) (p) 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. 1-8036).
(10) (q) 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. 1-
8036).
(10) (r) Non-qualified Deferred Compensation Plan for
Designated Executive Officers, incorporated by
reference to the Company's Quarterly Report on
Form 10-Q for the period ended September 30,
1994 (File No. 1-8036).
(10) (s) Amendment No. 1 to Non-Qualified Deferred
Compensation Plan for Designated Executive
Officers, incorporated by reference to the
Company's Annual Report on form 10-K for the
years ended December 31, 1994 (File No. 1-
8036).
(10) (t) 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.
1-8036).
F - 3
Page 18
<PAGE>
Exhibit Page
Number Number
(10) (u) 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 with the Commission on
March 30, 1995.
(10) (v) Non-qualified Stock Option Agreement dated
September 8, 1995 between the Company and
William G. Little, incorporated herein by
reference to the Company's Quarterly Report on
Form 10-Q for the period ended September 30,
1995 (File No. 1-8036).
(10) (w) Non-Compete Agreement dated January 30, 1995
between the Company and Wendy L. Dixon,
incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-8036).
(10) (x) Lease Agreement, dated August 31, 1978,
between Paco Packaging, Inc. and Nineteenth
Lakewood Corp., as amended by Amendment of
Lease, dated November 30, 1978, Second
Amendment of Lease, dated August 6, 1979,
Third Amendment of Lease, dated July 24, 1980
and Fourth Amendment of Lease, dated August
14, 1980, incorporated by reference to the
Exhibits to Paco Pharmaceutical Services,
Inc.'s Registration Statement on Form S-1,
Registration No. 33-48754, filed with the
Commission.
(10) (y) Fifth Amendment of Lease, dated May 13, 1994,
to the Lease Agreement, dated August 31, 1978,
between Paco Packaging, Inc. and Nineteenth
Lakewood Corp., incorporated by reference to
the Exhibits to Paco Pharmaceutical Services,
Inc.'s Annual Report on Form 10-K for the year
ended March 31, 1994, Commission file number
0-20324.
(10) (z) Lease Agreement, dated December 9, 1977,
between Paco Packaging, Inc. and New Oak
Street Corp., as amended to Lease Agreement,
dated August 31, 1978, Second Amendment of
Lease, dated April 8, 1979 and Third Amendment
of Lease, dated November 16, 1983,
incorporated by reference to the Exhibits to
Paco Pharmaceutical Services, Inc.'s
Registration Statement on Form S-1
Registration No. 33-48754, filed with the
Commission.
F - 4
Page 19
<PAGE>
Exhibit Page
Number Number
(10)(aa) Lease Agreement, dated April 7, 1986, between
Northlake Realty Co. Inc. and Paco Packaging,
Inc., as amended by Amendment to Lease, dated
July 1, 1986, Second Amendment of Lease, dated
June 15, 1987 between Paco Packaging and C. P.
Lakewood, L. P., Agreement, dated December 29,
1987, and Lease Modification Agreement, dated
December 13, 1989, incorporated by reference
to the Exhibits to Paco Pharmaceutical
Services, Inc.'s Registration Statement on
Form S-1, Registration No. 33-48754, filed
with the Commission.
(10)(bb) Collective Bargaining Agreement, dated
November 30, 1994, by and between Paco
Pharmaceutical Services, Inc. and Teamster
Local 35 (affiliated with the International
Brotherhood of Teamsters), incorporated by
reference to the Exhibit to Paco
Pharmaceutical Services, Inc.'s Quarterly
Report on Form 10-Q for the period ended
December 31, 1994, Commission file number 0-
20324.
(10)(cc) Indemnification Agreement, dated June 18,
1992, between Paco Pharmaceutical Services,
Inc. and R. P. Scherer Corporation and R. P.
Scherer International Corporation,
incorporated by reference to the Exhibits to
Paco Pharmaceutical Services, Inc.'s
Registration Statement on Form S-1,
Registration No. 33-48754, filed with the
Commission.
(11) Not Applicable.
(15) None.
(18) None.
(19) None.
(22) None.
(23) Consent of Independent Accountants.
(24) Powers of Attorney.
(27) Financial Data Schedules.
(99) None.
F - 6
Page 20
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 14,300
<SECURITIES> 0
<RECEIVABLES> 69,800
<ALLOWANCES> 0
<INVENTORY> 50,400
<CURRENT-ASSETS> 16,900
<PP&E> 426,900
<DEPRECIATION> 215,400
<TOTAL-ASSETS> 469,700
<CURRENT-LIABILITIES> 73,800
<BONDS> 97,900
<COMMON> 4,200
0
0
<OTHER-SE> 237,700
<TOTAL-LIABILITY-AND-EQUITY> 469,700
<SALES> 113,900
<TOTAL-REVENUES> 113,900
<CGS> 82,600
<TOTAL-COSTS> 82,600
<OTHER-EXPENSES> 40,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,600
<INCOME-PRETAX> (10,800)
<INCOME-TAX> (2,400)
<INCOME-CONTINUING> (8,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,200)
<EPS-PRIMARY> (.49)
<EPS-DILUTED> .0
</TABLE>
