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, 1998
---------------
Commission File Number 1-8036
------
THE WEST COMPANY, INCORPORATED
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(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
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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 .
--- ---
June 30, 1998 -- 16,998,327
-----------------------------------------------------------------
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 Three
and Six Months Ended June 30, 1998
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations for the
Three and Six Months ended June 30, 1998 and
June 30, 1997 3
Condensed Consolidated Balance Sheets at June 30,
1998 and December 31, 1997 4
Condensed Consolidated Statements of Cash Flows
for the Six Months ended June 30, 1998 and
June 30, 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Item 3. Quantitative and Qualitative Disclosure
about Market Risk 12
Part II - Other Information
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
Index to Exhibits F-1
Page 3
Part I. Financial Information
Item 1. Financial Statements
The West Company, Incorporated and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
---------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $115,800 100% $123,100 100% $221,000 100% $237,800 100%
Cost of goods sold 81,000 70 86,800 70 154,900 70 168,800 71
----------------------------------------------------------------------------------------------------
Gross profit 34,800 30 36,300 30 66,100 30 69,000 29
Selling, general and
administrative expenses 18,400 16 19,100 16 35,200 16 37,100 16
Acquired research and development - - - - 28,200 13 - -
Other (income), net (800) (1) (200) - (1,400) (1) (500) -
----------------------------------------------------------------------------------------------------
Operating profit 17,200 15 17,400 14 4,100 2 32,400 13
Interest expense 1,900 2 1,400 1 3,100 1 2,800 1
----------------------------------------------------------------------------------------------------
Income before income taxes
and minority interests 15,300 13 16,000 13 1,000 1 29,600 12
Provision for income taxes 5,800 5 6,200 5 11,200 5 11,300 5
Minority interests 100 - - - 100 - 100 -
----------------------------------------------------------------------------------------------------
Income (loss) from consolidated
operations 9,400 8% 9,800 8% (10,300) (4)% 18,200 7%
--- --- --- ----
Equity in net income of
affiliated companies 500 300 500 300
----------------------------------------------------------------------------------------------------
Net income (loss) $ 9,900 $10,100 $ (9,800) $ 18,500
----------------------------------------------------------------------------------------------------
Net income (loss) per share:
Basic $ .58 $ .61 $(0.59) $ 1.12
Assuming dilution $ .58 $ .61 $(0.59) $ 1.12
----------------------------------------------------------------------------------------------------
Average common shares
outstanding basic 16,991 16,451 16,798 16,430
Page 4
Average shares
assuming dilution 17,071 16,583 16,798 16,554
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5
The West Company, Incorporated and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
Unaudited Audited
ASSETS June 30, 1998 Dec. 31, 1997
-------------- -------------
<S> <C> <C>
Current assets:
Cash, including equivalents $ 48,600 $ 52,300
Accounts receivable, less allowance 69,800 60,400
Inventories 42,800 38,300
Current deferred income tax benefits 9,500 9,400
Other current assets 11,200 10,300
---------------------------------------------------------------------------
Total current assets 181,900 170,700
---------------------------------------------------------------------------
Net property, plant and equipment 205,600 202,200
Investments in affiliated companies 15,000 22,700
Goodwill 60,200 51,600
Deferred charges and other assets 33,800 30,700
---------------------------------------------------------------------------
Total Assets $496,500 $ 477,900
---------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 700 $ 700
Notes payable 15,700 900
Accounts payable 15,700 18,600
Accrued expenses:
Salaries, wages, benefits 12,400 13,400
Income taxes payable 7,100 5,400
Other current liabilities 23,600 19,000
---------------------------------------------------------------------------
Total current liabilities 75,200 58,000
---------------------------------------------------------------------------
Long-term debt, excluding current portion 95,200 87,400
Deferred income taxes 30,300 30,100
Other long-term liabilities 24,700 24,700
Shareholders' equity 271,200 277,700
---------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $496,500 $ 477,900
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Page 6
See accompanying notes to interim financial statements.
</TABLE>
Page 7
The West Company Incorporated and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1998 June 30, 1997
---------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income, plus net non-cash items $ 31,500 $ 33,500
Changes in assets and liabilities (15,200) 1,400
-----------------------------------------------------------------------------------------
Net cash provided by operating activities 16,300 34,900
-----------------------------------------------------------------------------------------
Cash flows from investing activities:
Property, plant and equipment acquired (18,700) (14,900)
Proceeds from sale of assets 800 200
Payment for acquisitions, net of cash acquired (6,900) -
Customer advances, net of repayments 1,000 -
-----------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (23,800) (14,700)
-----------------------------------------------------------------------------------------
Cash flows from financing activities:
Net borrowings under line of credit 9,700 -
Repayment of long-term debt (1,900) (1,100)
Notes payable, net (500) (600)
Dividend payments (5,000) (4,600)
Sale (purchase) of common stock, net 1,800 1,300
-----------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 4,100 (5,000)
-----------------------------------------------------------------------------------------
Effect of exchange rates on cash (300) (1,100)
-----------------------------------------------------------------------------------------
Net (decrease) increase in cash, including equivalents $ (3,700) $ 14,100
-----------------------------------------------------------------------------------------
See accompanying notes to interim financial statements.
</TABLE>
Page 8
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
The interim consolidated financial statements for the period
ended June 30, 1998 should be read in conjunction with the
consolidated financial statements and notes thereto of The West
Company, Incorporated appearing in the Company's 1997 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 June 30, 1998 and the
related unaudited Consolidated Statement of Operations for
the three and six month period then ended, and the unaudited
Condensed Consolidated Statement of Cash Flows for the six
month period then ended and for the comparative period in
1997 contain all adjustments, consisting only of normal
recurring accruals, necessary to present fairly the financial
position as of June 30, 1998 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 the current
estimate of full year results (excluding the charge for
acquired research and development), except that taxes
applicable to operating results in Brazil and prior year
adjustments, if any, are recorded as identified.
Net Loss Per Share
---------------------
For the first six months ended June 30, 1998, because of the
reported net loss, the incremental shares from potential
issuance of common stock under the Company's stock option and
award plan are not included in average shares assuming
dilution.
Page 9
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(Continued)
2. Inventories at June 30, 1998 and December 31, 1997 are
summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
(in thousands) 1998 1997
-------- --------
Finished goods $ 17,000 $ 15,800
Work in process 10,500 8,100
Raw materials 15,300 14,400
-------- --------
$ 42,800 $ 38,300
-------- --------
-------- --------
</TABLE>
3. The carrying value of property, plant and equipment at June
30, 1998 and December 31, 1997 is determined as follows:
(in thousands) 1998 1997
-------- --------
Property, plant and equipment $444,400 $428,600
Less accumulated depreciation 238,800 226,400
-------- --------
Net property, plant and equipment $205,600 $202,200
-------- --------
-------- --------
4. In 1998, the Company adopted Statement of Financial
Accounting Standard (SFAS) No. 130, Reporting Comprehensive
Income, which establishes standards for the disclosure of
comprehensive income and its components. Comprehensive
income is the total of net income and other revenue,
expenses, gains and losses for the period which are excluded
from net income under generally accepted accounting
principles. For the three and six months ended June 30,
1998 and 1997, the Company's comprehensive income (loss) is
as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
<S> <C> <C> <C> <C>
6/30/98 6/30/97 6/30/98 6/30/97
------- ------- ------- -------
Net income (loss) $9,900 $ 10,100 $(9,800) $18,500
Foreign currency
translation adjustments (100) (2,300) (2,700) (8,100)
-------- -------- -------- --------
Comprehensive income
Page 10
(loss) $9,800 $7,800 $(12,500) $10,400
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(Continued)
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
In 1997, the Financial Accounting Standards Board (FASB)
issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information". As required by the
standard, the Company will begin reporting under SFAS No.
131 in its 1998 Annual Report.
On June 16, 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging
Activity". The statement is effective for fiscal years
beginning after June 15, 1999. The new standard requires
companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge
accounting. The impact that this accounting standard will
have on the Company's financial position and results of
operations cannot be determined at this time.
On March 4, 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use. This statement establishes standards for
determining the internal and external costs of developing
software for internal use which must be capitalized and
amortized over the useful life of the software. The Company
adopted this Statement, but the effect was not material on
the quarter or year-to-date financial statements.
5. Common stock issued at June 30, 1998 was 17,165,141 shares,
of which 166,814 shares were held in treasury. Dividends of
$.15 per common share were paid in the second quarter of
1998, and a dividend of $.15 per share payable to holders of
record on July 22, 1998 was declared on April 28, 1998.
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
$1.4 million at June 30, 1998 is sufficient to cover the
future costs of these
Page 11
The West Company, Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(Continued)
remedial actions, which will be carried out over the next
two to five years. The Company has not anticipated any
possible recovery from insurance or other sources.
7. At June 30, 1998 the cumulative number of employees
terminated in accordance with the restructuring plan
announced on March 29, 1996 was 225 and total payout of
severance and benefits was $7.0 million. Restructuring
activities, except for the sale of one building and certain
excess equipment and payout of remaining severance, have
been completed.
8. On March 31, 1998, the Company acquired for approximately
BPS 20 million ($33.5 million at March 31, 1998) the
remaining 70% interest in DanBioSyst U.K. Ltd. ("DBS"),
making DBS a wholly-owned subsidiary. This transaction is
accounted for by the purchase method, and was financed with
cash of $9.4 million, 320,406 shares of restricted common
stock valued at $8.7 million, and short-term notes of $15.4
million. The allocation of the purchase price follows:
(in millions)
Current assets $1.3
Equipment and leasehold improvements .8
In-process research & development 28.2
Other intangibles .4
Goodwill 2.8
Estimated in-process research and development was written
off at the date of acquisition. Operating results of DBS
were consolidated beginning on April 1, 1998.
On July 1, 1998 the Company acquired Betraine, Ltd. for BPS
7.2 million ($11.8 million at July 1, 1998) Betraine
manufacturers precision injection molded plastic components
for the healthcare and consumer product industries. The
acquisition will be accounted for as a purchase and will be
consolidated beginning on July 1, 1998.
The acquisitions described above would not have materially
affected sales or earnings on the historical financial
statements presented, had the business combinations been
consummated at the beginning of the period.
Page 12
Item 2.
Management's Discussion and Analysis of Financial Condition and
--------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for the Three and Six Month Periods
---------------------------------------------------------
Ended June 30, 1998 Versus Comparable 1997 Periods
--------------------------------------------------
Net Sales
---------
Net sales for the second quarter of 1998 were $115.8 million, a
6% decrease compared with net sales of $123.1 million for the
same quarter in 1997. The anticipated sales decline was caused
by lower sales in U.S. markets and the strength of the U.S.
dollar. U.S. sales declines are attributable to: reduced product
sales to several key healthcare market customers in part due to
customers' inventory level reductions, lower sales of contract
packaging and manufacturing services largely due to customers'
supply of a larger portion of materials used in 1998 production,
and reduced sales in consumer markets, a combination of lower
resin prices and loss of business at two accounts to competitors.
Healthcare product sales increased in European markets;
however, sales comparisons were flat for the quarter in Latin
America and Asia Pacific regions.
Net sales for the six months were $221.0 million, or 7%, lower in
1998 compared with 1997 net sales of $237.8 million. The major
unfavorable variance was in domestic markets for the reasons
noted above. In addition, the strong U.S. dollar reduced reported
sales dollars from international operations, more than
offsetting increased volume in Europe and Asia Pacific.
Gross Profit
------------
Gross profit margins continued to improve for the second quarter
and the six month period. Margins for the second quarter
improved to 30.1% of net sales compared with 29.5% for the same
period in 1997 and 29.8% in the first quarter of 1998. The
gross margin for the 1998 six month period was 29.9% compared
with 29.0% in 1997. The Company continues to accrue benefits
from emphasis on efficiencies and cost savings programs and
from improved margins on sales of contract services.
Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative (SG&A) expenses decreased by
$0.7 million for the quarter, but as a percentage of net sales
rose slightly. SG&A expenses decreased primarily because of the
impact of lower pension costs due to higher income on pension
plan assets, lower cost of other employee benefits and exchange
rates due to the stronger U.S. dollar. These favorable variances
were partly offset by SG&A expenses associated with DanBioSyst UK
Ltd. (DBS), which was consolidated in the Company's financial
statements
Page 13
Management's Discussion and Analysis of Financial
Condition
----------------------------------------------------------
and Results of Operations.(Continued)
--------------------------------------
for the first time beginning on April 1, 1998. The same items
impacted SG&A expenses in the six month period comparisons.
SG&A expenses decreased $1.9 million for first six months of
1998 and as a percentage of net sales rose slightly due to the
lower sales.
Acquired Research and Development
---------------------------------
The information contained in Note 8 to the Consolidated Financial
Statements, which is incorporated herein by reference, describes
the Company's acquisition of DBS and the allocation of the
purchase price based on an appraisal. Acquired in-process
research and development expense of $28.2 million was expensed,
as required, at the time of purchase.
Other Income and Expense
--------------------------
Other income increased in the second quarter and six months
period, reflecting interest income earned on higher average
temporary cash investments during the periods.
Interest Expense and Equity in Affiliates
-----------------------------------------
Interest expense increased in the second quarter and six month
period comparisons, due to additional debt associated with the DBS
acquisition.
Equity in DBS losses before the March 31, 1998 acquisition were
included in equity in affiliates' income/losses. Consolidation
of DBS operating results from April 1, 1998 coupled with
improved sales in the Company's so Mexican affiliates were
responsible for the favorable comparison to second quarter
1997 income from equity in affiliates.
For the six months 1998, improvement in first quarter sales and
margins at Daikyo Seiko, Ltd., a Japanese Company in which the
Company holds a 25% equity stake, and the consolidation of DBS
accounts for the improvement compared with 1997. The second
quarter improvement in results of the Mexican affiliates offset
the first quarter unfavorable exchange rate impact related to
these affilates.
Taxes
-----
The effective tax rate for the first six months of 1998 was
38.5%,
Page 14
Management's Discussion and Analysis of Financial Condition
----------------------------------------------------------
and Results of Operations.(Continued)
--------------------------------------
excluding the charge for the acquired research and development.
This is significantly higher than the annual effective rate of
23.2% for the year 1997, which was affected by two, third-quarter
1997 events: a tax reorganization of the Company's German
subsidiaries and repatriation of cash dividends from certain
subsidiaries. These two events resulted in a net benefit of $7.9
million to the Company in 1997; excluding this net benefit, the
1997 effective tax rate was 37%. The expected increase in the
1998 tax rate reflects the geographic mix of earnings.
Net Income
----------
The net income for the second quarter 1998 was $9.9 million, or
$.58 per share, compared with net income of $10.1 million, or
$.61 per share, in 1997.
Net loss for the six months 1998 was $9.8 million, or $.59 per
share. The loss is a result of a charge of $28.2 million, or
$1.69 per share for in process research and development
associated with the acquisition of DBS. Excluding this charge,
net income for the six months would have been $18.4 million, or
$1.10 per share, compared with net income of $18.5 million, or
$1.12 per share, in 1997.
Financial Position
------------------
Working capital at June 30, 1998 was $106.7 million compared with
$112.7 million at December 31, 1997. The working capital ratio
at June 30, 1998 was 2.42 to 1. Cash provided from operations,
stock option exercises, and other available cash were used to
fund capital expenditures, make dividend payments of $.30 per
share.
The Company borrowed a net $6.9 million for a portion of the cash
required for the DBS acquisition, (see disclosure on the
acquisition in Note 8 to the Consolidated Financial Statements).
In addition, the sellers received a portion of the purchase price,
15.4 million, in short-term notes and 320,406 shares of common
stock.
Short-term debt of $9.7 million borrowed under a short-term line
of credit was classified as long-term because of the Company's
intent to renew the borrowings using available long-term
credit facilities. Total debt as a percentage of total
invested capital was 29.1% at June 30, 1998, compared with
24.2% at December 31, 1997.
At June 30, 1998 the Company had available unused lines of credit
of $113.8 million.
This available borrowing capacity and cash flow from operations
is
Page 15
Management's Discussion and Analysis of Financial Condition
----------------------------------------------------------
and Results of Operations.(Continued)
--------------------------------------
adequate, in the opinion of management, to meet estimated cash
requirements and fund future growth.
Item 3. Quantitative and Qualitative Disclosure about Market
Risk
------------------------------------------------------
Not applicable. This requirement will become effective for all
filings that include annual financial statements for years ending
after June 15, 1998.
Page 16
Part II - Other Information
Item 1. Legal Proceedings
-----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
----------------------------------------------------
(a) The Company held its annual meeting of shareholders on
April 30, 1998.
(c) Class I directors (with a term expiring in 2001) were
elected by a vote of:
For Against
--- -------
George W. Ebright 11,492,448 43,887
L. Robert Johnson 11,495,291 41,047
John P. Neafsey 11,495,291 41,047
Geoffrey F. Worden 11,495,291 41,047
Tenley E. Albright, John W. Conway, William G. Little
William H. Longfield, Monroe E. Trout, Anthony Welters,
William G. Little, and J. Roffe Wike II continued their
term of office after the meeting.
The appointment of PricewaterhouseCoopersLLP as the
Company's independent accountants for the year ending
December 1998 was approved by a vote of 11,501,086 for
the appointment and 28,409 against, with 6,839
abstentions.
The 1998 Key Employee Incentive Compensation Plan was
approved by a vote of 8,089,133 for the Plan and
2,268,104 against, with 23,014 abstentions.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------
(a) See Index to Exhibits on pages F-1 and F-2 of this
Report.
(b) No reports on Form 8-K have been filed for the quarter
ended June 30, 1998.
Page 17
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, 1998 /s/ Steven A. Ellers
------------- ---------------------------------
Date (Signature)
Steven A. Ellers
Senior Vice President,
Finance and Administration
(Chief Financial Officer)
Page 18
INDEX TO EXHIBITS
Exhibit
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).
(9) None.
(10) (a) Non-Qualified Stock Option Plan for Non-
Employee Directors, as amended as of April
28, 1998, incorporated herein by reference to
the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1998 (File
No.1-8036).
(10) (b) Form of amended and restated agreement
between the Company and certain of its
executive officers, incorporated herein by
reference to the Company's Quarterly Report
on Form 10-Q for the period ended March 31,
1998 (File No.1-8036).
(10) (c) Schedule of agreements with executive
officers, incorporated herein by reference to
the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1998 (File
No.1-8036).
Page 19
Exhibit
Number
(10) (d) Amendment No. 2 to Retirement Plan for
Non-Employee Directors of the Company, dated
April 28, 1998, incorporated herein by
reference to the Company's Quarterly Report
on Form 10-Q for the period ended March 31,
1998 (File No.1-8036).
(10) (e) Amendment No. 2 to Non-Qualified Deferred
Compensation Plan for Designated Executive
Officers dated April 28, 1998, incorporated
herein by reference to the Company's
Quarterly Report on Form 10-Q for the period
ended March 31, 1998 (File No.1-8036).
(10) (f) Amendment No. 1 Non-qualified Deferred
Compensation Plan for Outside Directors,
incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1998 (File No.1-
8036).
(11) Not Applicable.
(12) Not Applicable.
(15) None.
(16) Not applicable.
(18) None.
(19) None.
(22) None.
(23) None.
(24) None.
(27) Financial Data Schedule
(99) None.
F-2
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 48,600
<SECURITIES> 0
<RECEIVABLES> 69,800
<ALLOWANCES> 0
<INVENTORY> 42,800
<CURRENT-ASSETS> 20,700
<PP&E> 444,400
<DEPRECIATION> 238,800
<TOTAL-ASSETS> 496,500
<CURRENT-LIABILITIES> 75,200
<BONDS> 95,200
0
0
<COMMON> 4,200
<OTHER-SE> 267,000
<TOTAL-LIABILITY-AND-EQUITY> 496,500
<SALES> 221,000
<TOTAL-REVENUES> 221,000
<CGS> 154,900
<TOTAL-COSTS> 154,900
<OTHER-EXPENSES> (1,400)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,100
<INCOME-PRETAX> 1,000
<INCOME-TAX> 11,200
<INCOME-CONTINUING> (10,300)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,800)
<EPS-PRIMARY> (.59)
<EPS-DILUTED> (.59)
</TABLE>
