<PAGE> This report contains 17 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 September 30, 1997
---------------
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 .
--- ---
September 30, 1997 -- 16,534,349
-----------------------------------------------------------------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Page 2
Index
Form 10-Q for the
Quarter Ended September 30, 1997
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the
Three and Nine Months ended September 30,
1997 and September 30, 1996 3
Condensed Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended September 30, 1997
and September 30, 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Part II - Other Information
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
Index to Exhibits F-1
<PAGE> Page 3
Item 1. Financial Statements
The West Company, Incorporated and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept. 30, 1997 Sept. 30,1996 Sept. 30, 1997 Sept. 30, 1996
---------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $105,200 100% $111,300 100% $343,000 100% $344,200 100 %
Cost of goods sold 76,000 72 81,700 74 244,800 71 251,400 73
----------------------------------------------------------------------------------------------------
Gross profit 29,200 28 29,600 26 98,200 29 92,800 27
Selling, general and
administrative expenses 16,300 15 18,100 16 53,400 16 55,300 16
Restructuring charge - - - - - - 21,500 6
Other income, net (900) - (200) - (1,400) - (400) -
----------------------------------------------------------------------------------------------------
Operating profit 13,800 13 11,700 10 46,200 13 16,400 5
Interest expense 1,400 1 2,000 2 4,200 1 5,400 2
----------------------------------------------------------------------------------------------------
Income before income taxes
and minority interests 12,400 12 9,700 8 42,000 12 11,000 3
Provision for (recovery of)
income taxes (4,600) (4) 3,700 3 6,700 2 5,900 2
Minority interests - - - - 100 - 100 -
---------------------------------------------------------------------------------------------------
Income from consolidated
operations 17,000 16% 6,000 5% 35,200 10% 5,000 1%
--- --- --- ----
Equity in net income of
affiliated companies 300 600 600 1,500
----------------------------------------------------------------------------------------------------
Net income $ 17,300 $ 6,600 $ 35,800 $ 6,500
----------------------------------------------------------------------------------------------------
Net income per share: $ 1.05 $ .40 $ 2.18 $ 0.40
----------------------------------------------------------------------------------------------------
Average shares outstanding 16,481 16,275 16,447 16,434
See accompanying notes to interim financial statements.
</TABLE>
Page 4
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
Unaudited Audited
ASSETS Sept. 30, 1997 Dec. 31, 1996
--------------- -------------
<S> <C> <C>
Current assets:
Cash, including equivalents $ 53,100 $ 27,300
Accounts receivable, less allowance 62,400 69,300
Inventories 39,600 44,000
Current deferred income tax benefits 13,500 10,200
Other current assets 6,000 5,900
---------------------------------------------------------------------------
Total current assets 174,600 156,700
---------------------------------------------------------------------------
Net property, plant and equipment 199,900 210,300
Investments in affiliated companies 24,000 24,100
Goodwill 52,600 58,900
Deferred charges and other assets 34,700 27,400
---------------------------------------------------------------------------
Total Assets $485,800 $ 477,400
---------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 800 $ 1,000
Notes payable 1,600 1,900
Accounts payable 16,700 23,900
Salaries, wages, benefits 15,200 13,900
Income taxes payable 10,400 3,100
Other current liabilities 21,700 21,800
---------------------------------------------------------------------------
Total current liabilities 66,400 65,600
---------------------------------------------------------------------------
Long-term debt, excluding current portion 88,000 95,500
Deferred income taxes 31,400 39,700
Other long-term liabilities 24,800 24,300
Minority interests 400 300
Shareholders' equity 274,800 252,000
---------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $485,800 $477,400
---------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE> Page 5
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
Sept. 30, 1997 Sept. 30, 1996
---------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 46,200 $ 45,500
Changes in assets and liabilities 10,400 1,200
-----------------------------------------------------------------------------------------
Net cash provided by operating activities 56,600 46,700
-----------------------------------------------------------------------------------------
Cash flows from investing activities:
Property, plant and equipment acquired (23,500) (24,600)
Proceeds from sale of assets 200 1,200
Payments for acquisitions, net of cash acquired - (1,900)
Customer advances, net of repayments - (200)
-----------------------------------------------------------------------------------------
Net cash used in investing activities (23,300) (25,500)
-----------------------------------------------------------------------------------------
Cash flows from financing activities:
Net repayments under revolving credit agreements - (3,700)
Repayment of long-term debt (1,100) (2,200)
Notes payable, net (100) 3,500
Dividend payments (6,900) (6,400)
Sale (purchase) of common stock, net 2,400 (7,500)
-----------------------------------------------------------------------------------------
Net cash used in financing activities (5,700) (16,300)
-----------------------------------------------------------------------------------------
Effect of exchange rates on cash (1,800) (200)
-----------------------------------------------------------------------------------------
Net increase in cash, including equivalents $ 25,800 $ 4,700
-----------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE> Page 6
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
The interim consolidated financial statements for the period
ended September 30, 1997 should be read in conjunction with the
consolidated financial statements and notes thereto of The West
Company, Incorporated appearing in the Company's 1996 Annual
Report on Form 10-K. The year-end condensed balance sheet data
was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting
principles. Interim results are based on the Company's accounts
without audit.
1. Interim Period Accounting Policy
---------------------------------
In the opinion of management, the unaudited Condensed
Consolidated Balance Sheet as of September 30, 1997 and the
related unaudited Consolidated Statements of Income for the
three and nine month periods then ended and for the
comparative periods in 1996 and the unaudited Condensed
Consolidated Statements of Cash Flows for the nine months
then ended and the comparative period in 1996 contain all
adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position as of
September 30, 1997 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, the 1997 German Tax
Reorganization, and the 1996 restructuring charge are
recorded on a basis discrete to the period, and prior year
adjustments, if any, are recorded as identified.
2. Inventories at September 30, 1997 and December 31, 1996 are
summarized as follows:
Audited
(in thousands) 1997 1996
-------- --------
Finished goods $ 16,400 $ 18,000
Work in process 8,400 8,500
Raw materials and supplies 14,800 17,500
-------- --------
$ 39,600 $ 44,000
-------- --------
-------- --------
<PAGE> Page 7
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(Continued)
3. The carrying value of property, plant and equipment at
September 30, 1997 and December 31, 1996 was determined as
follows:
Audited
(in thousands) 1997 1996
-------- --------
Property, plant and equipment $431,600 $431,600
Less accumulated depreciation 231,700 221,300
-------- --------
Net property, plant and equipment $199,900 $210,300
-------- --------
-------- --------
4. Common stock issued at September 30, 1997 was 16,844,735
shares, of which 310,386 shares were held in treasury.
Dividends of $.14 per common share were paid in the third
quarter of 1997 and a dividend of $.15 per share payable to
holders of record on October 22, 1997 was declared on August
5, 1997.
5. 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
$1.0 million at September 30, 1997 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.
6. In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS)
No. 128,"Earnings Per Share". SFAS No. 128 establishes new
standards for computing and presenting earnings per share
(EPS). SFAS 128 replaces the current presentation of primary
EPS with a presentation of basic EPS. Basic EPS will be
calculated for the Company by dividing net income by the
weighted average number of common shares outstanding during
the period. The Company's basic EPS will be identical to
its historical presentation of EPS, which has been
calculated using weighted average common shares outstanding,
because dilution from the Company's common stock equivalents
was immaterial.
<PAGE> Page 8
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(Continued)
SFAS No. 128 also requires presentation of diluted EPS, which
considers the potential issuance of common stock for all
dilutive instruments. For the Company, it assumes issuance
of common shares under the Company's stock option and award
plans. The Company will adopt SFAS No. 128 effective with its
1997 year end, as required. The pro forma diluted EPS
calculated in accordance with SFAS No.128 for the quarter and
nine months ended September 30, 1997 and September 30, 1996,
is as follows (in thousands, except per share data):
Three Months Ended Nine Months Ended
1997 1996 1997 1996
----- ----- ----- -----
Net income $17,300 $ 6,600 $35,800 $ 6,500
Diluted EPS $ 1.05 $ .40 $ 2.17 $ .40
The Company is currently reviewing two new standards of
disclosure required to be applied in 1998 financial
statement preparation. SFAS No. 130, "Reporting
Comprehensive Income," establishes standards for reporting
and display of comprehensive income and its components in
the financial statements. SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information,"
establishes standards for reporting information about
operating segments in annual financial statements and
requires selected information about operating segments in
interim financial statements. It also establishes standards
for related disclosure about products and services,
geographic areas, and major customers.
7. At September 30, 1997 the cumulative number of employees
terminated in accordance with the restructuring plan
announced on March 29, 1996 was 207 and total payout of
severance and benefits was $6.6 million. Downsizing of
operations is substantially complete.
8. On February 21, 1992, R.P. Scherer ("Scherer"), the former
parent company of Paco Pharmaceutical Services, Inc.
("Paco"), agreed to sell Paco and its subsidiaries to OCAP
Acquisition Corp. ("OCAP"). After Scherer terminated the
sale contract in March of that year, OCAP sued Scherer and
Paco, alleging breach of contract and breach of the implied
covenant of good faith. OCAP sought $75 million in actual
damages, $100 million in punitive damages, plus costs and
expenses. Scherer brought counterclaims against OCAP of
a similar nature. Following a trial in March 1996, the
court dismissed all of
Page 9
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(Continued)
OCAP's claims and all of Scherer's counterclaims.
Both plaintiffs and defendants appealed. On October 16,1997
defendants won their appeal. The plaintiffs has until
November 24, 1997 to file a motion for permission to appeal
to the New York Court of Appeals.
In management's opinion, the ultimate outcome of this
litigation will not have a material adverse effect on the
Company's business or financial condition because we believe
OCAP's claims are without merit and even if they were,
Scherer has agreed to indemnify Paco against all liabilities
(including fees and expenses incurred after March 31, 1992)
in the matter.
Page 10
Item 2.
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Three and Nine Months Ended
---------------------------------------------------------
September 30, 1997 Versus Comparable 1996 Periods.
--------------------------------------------------
Net Sales
---------
Net sales for the third quarter of 1997 were $105.2 million, 5%
compared with net sales of $111.3 million for the same
quarter in 1996. Measured at constant exchange rates and
excluding 1996 machinery sales, (the machinery business was sold
in August 1996), the decrease in sales is 1%. The U.S. dollar
continued to strengthen during the third quarter and had the
effect of reducing sales comparison by $3.9 million. Higher sales
for the Company's contract services business and core products in
the U.S. were more than offset by lower sales in international
markets due primarily to a change in product mix.
Net sales for the first nine months of 1997 fell slightly
compared with the same nine months of 1996. However, measured at
constant exchange rates and excluding 1996 machinery sales, sales
actually increased 3%. Significant increases in contract service
sales and higher product sales in the U.S. were offset, in part,
by lower international sales primarily reflecting an unfavorable
product mix.
Gross Profit
------------
The gross profit margin for the third quarter rose to 27.7% of net
sales compared with 26.5% for the same quarter in 1996. Gross
profit margins also improved for the nine month period to 28.6%
from 27.0% in the like period of 1996. Margin improvement mainly
reflects improved operating performance and efficiencies resulting
from cost savings programs and from production shifts to
lower-cost facilities. Higher margin business for contract services
also contributed to the year-to-year improvement.
Selling, General and Administrative
-----------------------------------
Selling, general and administrative (SG&A) expenses are down $1.8
million compared with the third quarter 1996, and were 15.4% as a
percentage of sales compared with 16.3% in 1996. The decrease in
SG&A expenses primarily reflects lower pension costs due to
higher income on pension assets and the impact of the
strengthening U.S.
Page 11
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Three and Nine Months Ended
---------------------------------------------------------
September 30, 1997 Versus Comparable 1996 Periods (continued).
--------------------------------------------------------------
dollar which reduced the reported U.S. dollar amounts for expenses
of international subsidiaries.
For the nine months ended September 30, 1997 SG&A expenses
decreased as a percentage of sales to 15.5% from 16.1%. The
decline mainly reflects higher pension investment income,
the currency impact of the stronger U.S. dollar and 1996
restructuirng headcount reductions, which were offset
in part by increased spending for research and development.
Other Income and Expense
--------------------------
Other income increased for the third quarter and the nine months
period by $0.7 million and $1.0 million, respectively. Income
increased compared to both prior year periods because of
higher interest income on higher average temporary cash
investments and the absence of losses related to the sale of
fixed assets in 1996.
Interest Expense and Equity in Affiliates
--------------------------------------------------------------
Lower rates and lower average debt levels helped to reduce
interest expense compared wtih the prior year periods.
Lower operating results for Daikyo Seiko, Ltd., a Japanese
company in which the Company owns a 25% equity stake, caused
equity in net income of affiliates to decline for the quarter and
nine months 1997, compared with 1996. Also, the Company is now
required to account for its 30% stake in DanBioSyst U.K. Ltd.,
a drug delivery research and development firm, under the equity
method in 1997. As a result, $0.1 million of amortization
expense is recognized each quarter for the goodwill applicable
to in this investment.
Taxes
-----
The tax provision for 1997 was significantly affected by two
events: 1) a legal reorganization of a subsidiary located in
Germany which resulted in a significant increase in tax basis for
the assets of this entity and 2) repatriation of cash dividends
from certain international subsidiaries. The net impact of these
events was a tax benefit of $9.4 million recorded in the third
quarter.
Page 12
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Three and Nine Months Ended
---------------------------------------------------------
September 30, 1997 Versus Comparable 1996 Periods (continued).
--------------------------------------------------------------
Excluding the restructuring charge and related tax benefit in
1996 and the benefit of the German tax reorganization and dividends
noted above in 1997, the effective tax rate for 1997 of 38.5% is
the same as the tax rate for the first nine months of 1996.
The final full year 1996 tax rate was 36.6%, excluding the
restructure charge and related benefit. The mix in geographic
source of earnings is responsible for the increased tax rate,
excluding the items noted earlier.
Net Income
---------------
Net income for the 1997 third quarter was $17.3 million, or $1.05
per share, compared with net income for the 1996 third quarter 1996
of $6.6 million, or $.40 per share. The increase in earnings was
mainly due to the significant net tax benefit recorded in the
quarter as noted above. Without this net tax benefit, net income for
the third quarter 1997 increased by 21%.
Net income for the 1997 nine months was $35.8 million, or $2.18
per share, compared with net income of $6.5 million, or $.40 per
share in 1996. Excluding the net tax benefit in the third
quarter 1997 and the restructuring charge in the first quarter
1996, net income was 23% higher.
Financial Position
------------------
Working capital at September 30, 1997 was $108.2 million compared
with $91.1 million at December 31, 1996. The working capital
ratio at September 30, 1997 was 2.63 to 1. Cash flow from
operations was more than adequate to fund capital expenditures
and dividend payments of $.42 per share. The Company continued
to reduce debt and increase cash and cash equivalent balances.
Total debt as a percentage of total invested capital was 24.7% at
September 30, 1997, compared with 28.1% at December 31, 1996. At
September 30, 1997, the Company had available unused lines of
credit of $116.3 million. On April 7, 1997, the Company amended
an existing revolving credit facility, increasing the amount
available for borrowing and adjusting the interest rate and
facility fees. The amended agreement provides for borrowings
up to $70 million and $55 million with a term of 364 days and
five years, respectively, renewable at the lenders' option.
Page 13
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Three and Nine Months Ended
---------------------------------------------------------
September 30, 1997 Versus Comparable 1996 Periods (continued).
---------------------------------------------------------------
The available borrowing capacity and cash flow from operations is
adequate, in the opinion of management, to meet estimated cash
requirements and fund future growth.
Page 14
Part II - Other Information
Item 1. Legal Proceedings.
-----------------
On February 21, 1992, R.P Scherer ("Scherer"), the former
parent company of Paco Pharmaceutical Services, Inc. ("Paco"),
agreed to sell Paco and its subsidiaries to OCAP Acquisition
Corp. ("OCAP"). After Scherer terminated the sale contract in
March of that year, OCAP sued Scherer and Paco, alleging
breach of contract and breach of the implied covenant of good
faith. OCAP sought $75 million in actual damages, $100
million in punitive damages, plus costs and expenses. Scherer
brought counterclaims against OCAP of a similar nature.
Following a trial in March 1996, the court dismissed all of
OCAP's claims and all of Scherer's counterclaims. Both
plaintiffs and defendants appealed. On October 16, 1997,
defendants won their appeal. The plaintiffs have until
November 24, 1997 to file a motion for permission to appeal to
the New York Court of Appeals.
In management's opinion, the ultimate outcome of this
litigation will not have a material adverse effect on the
Company's business or financial condition because we believe
OCAP's claims are without merit and even if they were, Scherer
has agreed to indemnify Paco against all liabilities
(including fees and expenses incurred after March 31, 1992) in
the matter.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) See Index to Exhibits on pages F-1 of this Report.
(b) No reports on Form 8-K have been filed for the quarter
ended September 30, 1997.
<PAGE> Page 15
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)
November 14, 1997 John A. Vigna
----------------- ---------------------------------
Date (Signature)
John A. Vigna
Senior Vice President,
Finance and Administration
and Chief Financial Officer
<PAGE> Page 16
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).
(11) Not Applicable.
(15) None.
(18) None.
(19) None.
(22) None.
(23) None.
(24) None.
(27) Financial Data Schedules.
(99) None.
F - 1
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 53,100
<SECURITIES> 0
<RECEIVABLES> 62,400
<ALLOWANCES> 0
<INVENTORY> 39,600
<CURRENT-ASSETS> 19,500
<PP&E> 431,600
<DEPRECIATION> 231,700
<TOTAL-ASSETS> 485,800
<CURRENT-LIABILITIES> 66,400
<BONDS> 88,000
0
0
<COMMON> 4,200
<OTHER-SE> 270,600
<TOTAL-LIABILITY-AND-EQUITY> 485,800
<SALES> 343,000
<TOTAL-REVENUES> 343,000
<CGS> 244,800
<TOTAL-COSTS> 244,800
<OTHER-EXPENSES> (1,400)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,200
<INCOME-PRETAX> 42,000
<INCOME-TAX> 6,700
<INCOME-CONTINUING> 35,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,200
<EPS-PRIMARY> 2.18
<EPS-DILUTED> .0
</TABLE>
