FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
X Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended December 31, 1996
___ Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From ___________ To __________
Commission File Number 1-5502
ZURN INDUSTRIES, INC.
IRS Employer
State of Address and Identification
Incorporation Telephone Number Number
Pennsylvania One Zurn Place 25-1040754
Erie, Pennsylvania 16505
814-452-2111
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 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
February 10, 1997 -- Common Stock, $.50 Par Value -- 12,352,458
-1-<PAGE>
PART I - FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL POSITION
(Thousands)
December 31, March 31,
1996 1996
Assets
Current assets
Cash and equivalents $49,636 $ 16,195
Marketable securities 39,815 13,836
Accounts receivable 56,402 93,713
Inventories
Finished products 40,846 45,386
Work in process 1,518 3,708
Raw materials and supplies 1,680 5,430
Contracts in process 12,354 15,229
56,398 69,753
Income taxes 23,735 32,340
Discontinued operations' net assets 14,964 57,253
Other current assets 4,113 3,904
Total current assets 245,063 286,994
Property, plant, and equipment 82,705 102,295
Less allowances for depreciation
and amortization 47,065 60,241
35,640 42,054
Investments 34,752 37,611
Other assets 29,094 27,988
$344,549 $394,647
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $18,534 $ 48,441
Other current liabilities 38,155 64,717
Total current liabilities 56,689 113,158
Long-term obligations 6,304 6,711
Retirement obligations 43,106 43,823
Shareholders' equity
Common stock 6,285 6,285
Other shareholders' equity 232,165 224,670
238,450 230,955
$344,549 $394,647
See notes to consolidated financial statements.
-2-<PAGE>
CONSOLIDATED OPERATIONS
(Thousands Except Per Share Amounts)
Three Months Ended Nine Months Ended
December 31 December 31
1996 1995 1996 1995
Net sales $65,997 $76,399 $230,070 $206,742
Cost of sales 45,891 57,402 164,378 149,177
Marketing and administration 13,834 13,029 42,793 38,737
Interest income (887) (837) (2,428) (2,519)
Interest expense 441 293 1,092 962
Other income (1,369) (608) (2,997) (2,198)
Continuing operations income
before income taxes 8,087 7,120 27,232 22,583
Income taxes 3,210 2,690 10,300 8,660
Continuing operations income 4,877 4,430 16,932 13,923
Discontinued operations
(Loss) from operations (936) (9,164) (1,705)
Gain on disposal 2,164 2,764
Net income $ 7,041 $ 3,494 $ 10,532 $ 12,218
Earnings per share
Continuing operations $.39 $ .36 $1.36 $1.13
Discontinued operations .18 (.08) (.51) (.14)
Net Income $.57 $ .28 $ .85 $ .99
Average shares outstanding 12,510 12,416 12,411 12,382
Cash dividends declared
per common share $.10 $.10 $.30 $.30
See notes to consolidated financial statements.
-3-<PAGE>
CONSOLIDATED CASH FLOWS
(Thousands)
Nine Months Ended
December 31
1996 1995
Operations
Net income $ 10,532 $ 12,218
Operating assets and liabilities 12,818 (7,741)
Depreciation and amortization 4,383 3,718
Discontinued operations (25,374) (10,745)
Miscellaneous (2,284) (574)
75 (3,124)
Investing
Marketable securities (25,925) 32,493
Capital expenditures (4,389) (7,307)
Purchase of business (5,967)
Sales of operations 2,706 376
Discontinued operations 66,706 (2,848)
Miscellaneous 622 797
39,720 17,544
Financing
Dividends paid (3,703) (5,181)
Debt payments (626) (1,112)
Stock options exercised 160
Discontinued operations (2,185) (980)
(6,354) (7,273)
Cash and equivalents
Increase 33,441 7,147
Beginning of year 16,195 6,360
End of period $ 49,636 $ 13,507
See notes to consolidated financial statements.
-4-<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The statements of consolidated operations and cash flows have been restated as
the result of the decisions made in the fourth quarter of fiscal 1996 to sell
the Lynx Golf and Mechanical Power Transmission segments and in the second
quarter of fiscal 1997 to sell the Power Systems segment businesses.
The disposition of the Lynx Golf and Mechanical Power Transmission segments
was completed in the current year's third quarter with an after-tax gain of
$7,164 being realized, of which $2,164 has been recognized as a result of the
second quarter decision to discontinue the Power Systems segment businesses.
Last year's $600 fourth quarter discontinued operations loss provision was
reversed in the second quarter.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the results for the interim
periods presented. The results of operations for the nine months ended
December 31, 1996 are not necessarily indicative of the results to be expected
for the full year.
Earnings per share are based on income and the average shares of common stock
and dilutive stock options outstanding during the period.
At December 31, 1996, $19.2 million of letters of credit were outstanding
under the $100 million commitment from a group of banks for letters of credit
and revolving credit loans and letters of credit issued under other
arrangements amounted to $2.4 million.
If the March 1996 repeal of the State of Illinois Retail Rate Law of 1987 is
not reversed and the assets of two power plants being constructed by the
Company, including debt funding by the owner, are insufficient, a pretax loss
of up to $14 million could be sustained by the discontinued Power Systems
businesses for which no provision has been made as management believes the
Company's costs will be recovered.
There are various claims, legal, and environmental proceedings which
management believes will have no material effect on the Company's financial
position or results of operations when they are resolved.
A subsidiary of the Company merged into Eljer Industries, Inc. on January 27,
1997 following a $24.00 per share cash tender offer for all the outstanding
common stock of Eljer. In connection with the merger, the Company's existing
agreement for letters of credit and revolving credit loans was terminated and
a credit agreement was entered into by the Company and an Eljer subsidiary.
Under the agreement, the Company may borrow $90 million to finance the
purchase of Eljer common stock and $50 million for general corporate purposes,
including letters of credit aggregating no more than $40 million until 1998
and $30 million thereafter. The Eljer subsidiary may borrow $110 million to
refinance existing debt and fund the trust contemplated by the Third Amended
Plan of Reorganization under Chapter 11 of the United States Bankruptcy code
for its subsidiary, United States Brass Corporation.
-5-<PAGE>
Substantially all of the Company's and Eljer's domestic accounts receivable,
inventories, and property, plant, and equipment (other than those of the Power
Systems businesses and certain other underutilized assets which the Company
expects to sell) have been pledged as security for loans and letters of credit
under the credit agreement.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Restructuring
The decision to sell the Power Systems businesses was made in the second
quarter of fiscal 1997 and, accordingly, they and the Lynx Golf and Mechanical
Power Transmission segments, whose disposition was completed in the third
quarter, are reported in the consolidated financial statements as discontinued
operations. The assets and liabilities of the discontinued operations have
been removed from the consolidated accounts and are presented in the statement
of financial position as a single net asset (Lynx Golf and Mechanical Power
Transmission at March 31, 1996 and the Power Systems segment at December 31,
1996) resulting in significant decreases in accounts receivable, inventories,
property, plant, and equipment, and current liabilities at December 31, 1996
compared to the amounts reported for previous periods. The statements of
consolidated operations and cash flows have been restated to present
separately for all periods the continuing operations of the Water Control
segment, now the Company's dominant segment, and the discontinued operations.
Financial Condition
Liquid assets increased from $30,031 at March 31, 1996 to $89,451 at December
31, 1996, and the discontinued operations' net assets decreased, as the result
of completing the sales of the Lynx Golf and Mechanical Power Transmission
segments. An income tax refund and the reversal of deferred income taxes on
the sale of discontinued operations reduced the current asset. The property,
plant, and equipment decrease is attributable to discontinuing the Power
Systems businesses and the sale of Gary Concrete. Accelerated collection of
long-term notes receivable reduced the Company's investments.
The status of two power plant construction projects and the litigation
disclosed in the notes to consolidated financial statements are not expected
to have a future material effect on the Company's financial position.
Results of Operations
The Water Control segment is now the Company's dominant industry segment. Its
sales increase for the nine months was derived from plumbing products and fire
protection systems. Half of the more than 20% year-to-date increase in sales
of plumbing products was attributable to market gains and almost half from
the acquisition last fall of Sanitary-Dash with the balance being derived from
internally developed new products. As a result of a low backlog and the sale
of Gary Concrete, revenues from water resource construction projects declined
sharply in the current year's third quarter and more than offset the revenue
gains in the first six months which were derived from substantially completing
a large contract.
-6-<PAGE>
Gross profit margin percentages were larger this year as plumbing products
contributed a greater proportion of the total revenues. Marketing and
administration expenses were up primarily as the result of commissions on the
increased plumbing products sales and several items which lowered 1995's costs
compared to those incurred this year.
The Water Control segment backlog of unfilled orders was: December 1996 - $105
million; September 1996 - $66 million; December 1995 - $111 million.
The following tables set forth the fiscal 1997 an 1996 quarterly data
(thousands except per share amounts) restated for the effects of discontinuing
the Lynx Golf and Mechanical Power Transmission segments and the Power Systems
segment businesses.
Year Ending March 31, 1997
First Second Third
Quarter Quarter Quarter
Net sales $82,557 $81,516 $65,997
Gross profit 22,959 22,627 20,106
Continuing operations income 6,521 5,534 4,877
Discontinued operations (4,309) (4,255) 2,164
Net income 2,212 1,279 7,041
Earnings Per Share
Continuing operations $ .53 $ .44 $.39
Net income .18 .10 .57
Year Ended March 31, 1996
First Second Third Fourth
Quarter Quarter Quarter Quarter
Net sales $60,156 $70,187 $76,399 $77,941
Gross profit 18,836 19,732 18,997 21,813
Continuing operations income 4,928 4,565 4,430 7,604
Discontinued operations (279) (490) (936) (3,152)
Net income 4,649 4,075 3,494 4,452
Earnings Per Share
Continuing operations $ .40 $ .37 $ .36 $ .61
Net income .38 .33 .28 .36
Fiscal 1996 fourth quarter includes unusual gains on sales of underutilized
assets and an unusually low effective tax rate.
-7-<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Form 10-Q, Part II, Item 1 for the quarterly period ended September 30,
1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The exhibits listed in the Exhibit Index to this report on Form 10-Q are
incorporated herein by reference. Management contracts and compensatory plan
arrangements are preceded by an asterisk (*) in the Exhibit Index.
Reports on Form 8-K
The following reports were filed during the quarter for which this report is
filed:
October 10, 1996 incorporating a news release announcing the intention to
sell the Power Systems construction and equipment supply businesses.
October 22, 1996 incorporating a news release announcing that terms had been
agreed to for the sale of the Mechanical Power Transmission Group to
Constellation Capital Partners LLC.
December 16, 1996 incorporating a new release announcing the execution of a
definitive merger agreement in which an affiliate of the Company agreed to
acquire all of the outstanding common stock of Eljer Industries, Inc.
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.
ZURN INDUSTRIES, INC.
(Registrant)
February 11, 1997 /s/ Dennis Haines
Dennis Haines
General Counsel and Secretary
February 11, 1997 /s/ John E. Rutzler III
John E. Rutzler III
Vice President-Controller
-8-<PAGE>
EXHIBIT INDEX
3 Articles Of Incorporation And By-laws
Restated Articles of Incorporation with Amendments through Incorporated
April 22, 1996 filed as Exhibit 3.1 to Form 10-K for the by reference
year ended March 31, 1996
By-laws as of August 1995 filed as Exhibit 3.1 to Form Incorporated
10-Q for the quarter ended September 30, 1995 by reference
4 Instruments Defining The Rights Of Security Holders,
Including Indentures
Description of Common Stock contained in the prospectus Incorporated
dated July 26, 1972 beginning on page 18 ("Description of by reference
Capital Stock") forming a part of Amendment No. 3 to the
Form S-1 Registration Statement No. 2-44631
Description of Common Stock as set forth in the Restated Incorporated
Articles of Incorporation with Amendments through by reference
April 22, 1996 filed as Exhibit 3.1 to Form 10-K for the
year ended March 31, 1996
Description of Preferred Share Purchase Rights contained Incorporated
in the Form 8-A Registration Statement dated May 17, 1996 by reference
10 Material Contracts
* 1986 Stock Option Plan filed as Exhibit 28A to Form S-8 Incorporated
Post-Effective Amendment No. 1 Registration Statement No. by reference
33-19103
* 1989 Directors Stock Option Plan filed as Exhibit 28 to Incorporated
Form S-8 Registration Statement No. 33-30383 by reference
* 1991 Stock Option Plan filed as Exhibit 28 to Form S-8 Incorporated
Registration Statement No. 33-49224 by reference
* 1995 Directors Stock Option Plan filed as Exhibit 99 to Incorporated
Form S-8 Registration Statement No. 33-65219 by reference
* Supplemental Executive Retirement Plan of Zurn Incorporated
Industries, Inc. filed as Exhibit 10.1 to Form 10-Q for by reference
the quarter ended December 31, 1994
10.16* 1986 Retirement Plan for Outside Directors of Zurn
Industries, Inc. as amended June 3, 1996
-9-<PAGE>
* Agreements Relating to Employment dated June 5, 1989 with Incorporated
J.A. Zurn filed as Exhibit 10H to Form 10-Q for the by reference
quarter ended June 30, 1989; dated October 17, 1994 with
R.R. Womack filed as Exhibit 10.2 to Form 10-Q for the
quarter ended December 31, 1994; dated May 1, 1995 with
D.L. Butynski and July 1, 1995 with J.R. Mellett filed as
Exhibit 10.8 to Form 10-Q for the quarter ended June 30,
1995; dated August 14, 1995 with F.E. Sheeder filed as
Exhibit 10.11 to Form 10-Q for the quarter ended September
30, 1995
* Employment Agreement dated January 22, 1996 with R.R. Incorporated
Womack filed as Exhibit 10.13 to Form 10-Q for the by reference
quarter ended December 31, 1995
* Zurn Industries, Inc. Deferred Compensation Plan for Non- Incorporated
Employee Directors filed as Exhibit 19E to Form 10-Q for by reference
the quarter ended June 30, 1989
* Zurn Industries, Inc. Deferred Compensation Plan for Incorporated
Salaried Employees filed as Exhibit 10.3 to Form 10-Q for by reference
the quarter ended December 31, 1994
* Zurn Industries, Inc. Optional Deferment Plan for Incorporated
Incentive Compensation Plan Participants filed as Exhibit by reference
10.4 to Form 10-Q for the quarter ended December 31, 1994
* Zurn Supplemental Pension Plan filed as Exhibit 10.5 to Incorporated
Form 10-Q for the quarter ended December 31, 1994 by reference
* Indemnity Agreements dated August 14, 1986 with E.J. Incorporated
Campbell and J.A. Zurn filed as Exhibit 19J to Form 10-Q by reference
for the quarter ended September 30, 1986; dated October
20, 1986 with J.E. Rutzler III filed as Exhibit 10B to
Form 10-Q for the quarter ended December 31, 1988; dated
January 25, 1993 with W.E. Butler, April 1, 1993 with
D. Haines, and August 6, 1993 with Z. Baird filed as
Exhibit 10A to Form 10-Q for the quarter ended June 30,
1993; dated October 17, 1994 with R.R. Womack filed as
Exhibit 10.6 to Form 10-Q for the quarter ended December
31, 1994; dated May 1, 1995 with D.L. Butynski, June 8,
1995 with R.D. Neary, and July 1, 1995 with J.R. Mellett
filed as Exhibit 10.9 to Form 10-Q for the quarter ended
June 30, 1995; dated August 14, 1995 with F.E. Sheeder
filed as Exhibit 10.12 to Form 10-Q for the quarter
ended September 30, 1995; dated October 30, 1995 with
M.K. Brown filed as Exhibit 10.14 to Form 10-Q for the
quarter ended December 31, 1995
-10-<PAGE>
* Irrevocable Trust Agreements for the Grantor's: 1986 Incorporated
Retirement Plan for Outside Directors of Zurn Industries, by reference
Inc.; Deferred Compensation Plan for Non-Employee
Directors; Supplemental Executive Retirement Plan for
Zurn Industries, Inc.; Zurn Industries, Inc. Supplemental
Pension Plan for Participants in the Deferred Compensation
Plan for Salaried Employees; Deferred Compensation Plan
for Salaried Employees; Optional Deferment Plan for
Incentive Compensation Plan Participants filed as Exhibit
19I to Form 10-Q for the quarter ended September 30, 1986
* Second Irrevocable Trust Agreement for the Grantor's Incorporated
Indemnity Agreements filed as Exhibit 10A to Form 10-Q by reference
for the quarter ended December 31, 1988
* Incentive Compensation Plan filed as Exhibit 10.15 to Incorporated
Form 10-K for the year ended March 31, 1996 by reference
11 Statement Re Computation Of Per Share Earnings
Computation of Earnings Per Share
27 Financial Data Schedule
27.1 Financial Data Schedule Quarter Ended December 31, 1996 SEC Edgar
Filing Only
27.2 Restated Financial Data Schedule Quarters Ended June 30 SEC Edgar
and September 30, 1996 Filing Only
27.3 Restated Financial Data Schedule Year Ended SEC Edgar
March 31, 1996 Filing Only
* - Management contracts and compensatory plan arrangements.
-11-
EXHIBIT 10.16
1986 RETIREMENT PLAN
FOR OUTSIDE DIRECTORS OF
ZURN INDUSTRIES, INC.
(Adopted May 19, 1986 for Directors first elected after 1/1/86)
(Terminated August 2, 1996 for subsequently elected Directors)
1. ELIGIBILITY
Non-Management Directors (Directors) who have completed five (5) years
of Board Service prior to August 2, 1996 will become eligible for
accrued benefits under the 1986 Retirement Plan for Outside Directors
of Zurn Industries, Inc. (Plan) upon retirement or upon becoming
totally disabled, whichever occurs first.
Payment of benefits may not begin before age 65, and not until
retirement from the Board. The mandatory retirement age for Directors
elected after February 12, 1981 is 72.
2. BENEFIT AMOUNT
The annual benefit for each eligible Director shall be 50% of the
annual cash retainer fee in effect at the time of retirement.
3. PAYMENT DURATION
Benefits are payable for life, or for the number of years of Board
Service, whichever is the lesser.
4. SURVIVORS
There shall be no benefits payable to survivors of eligible Directors
other than those benefits payable during the lifetime of the retired
Director.
5. CONDITIONS FOR CONTINUING PAYMENTS
Retired Outside Directors receiving a benefit under the 1986 Retirement
Plan are required to provide consulting advice to the Company when
requested by the Company; and may not compete with the Company in its
businesses.
6. CONTRIBUTIONS
Outside Directors will make no monetary contribution toward the cost of
funding the Plan.
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Retirement Plan for Outside Directors (1986)
Page 2
The Company will pay the full cost of providing benefits under the
Plan.
7. VESTING
Upon becoming eligible for benefits under the Plan, each Director shall
be vested 100% in the accrued Benefit Amount provided herein, payable
to the Director in accordance with the Plan and no modification,
amendment or termination of the Plan shall impair the obligation of the
Company to make payments of such benefits.
8. TRUST
The Company shall establish a Trust with respect to the Plan and
designate a Trustee selected by the Chief Executive Officer. The
Company shall from time to time, but at least annually, deliver to the
Trustee cash and/or securities equal in value to the current value of
all accrued benefits of each participant as determined by an
independent actuary selected by the Company. The Trust funds shall at
all times be subject to claims of general creditors of the Company in
the event of bankruptcy or insolvency.
9. CHANGE IN CONTROL
In the event of a Change in Control of the Company, then each and every
Director and retired Director or survivor who is eligible to receive
benefits under the Plan (participant) shall immediately receive a lump
sum payment equal to the present value of his or her vested benefit as
calculated by the independent enrolled actuary of the Pension Plan
using the same rates and assumptions as used with the Pension Plan. For
this purpose "vested benefit" shall be each active participant's
benefit as if such participant had completed at least five years of
service as a Director.
A Change in Control shall be deemed to occur if:
(a) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended [the "Exchange Act"],
other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
Company owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of
Common Stock of the Company) becomes the "beneficial owner" (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the Company's then
outstanding securities;
-13-<PAGE>
Retirement Plan for Outside Directors (1986)
Page 3
(b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors, and any new
director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in
clauses (a), (c) or (d) of this Section) whose election by the Board of
Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still
in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved
cease for any reason to constitute a majority thereof;
(c) the shareholders of the Company approve (1) a merger or
consolidation of the Company with any other company, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in
which no "person" (as hereinabove defined) acquires more than fifty
percent (50%) of the combined voting power of the Company's then
outstanding securities; or
(d) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all of substantially all of the Company's assets.
10. UNVESTED BENEFITS AT PLAN TERMINATION
Directors who have not retired and have not completed five (5) years of
Board Service prior to August 2, 1996 shall receive as of August 2,
1996 the net present value of their unvested accrued benefits as of
August 2, 1996 in the form of Common Stock of the Company which shall
be restricted for a period (the "Restricted Period") of five years or,
if earlier, until the first to occur of the events set forth below;
provided, however the restrictions shall remain in effect for not less
than six months from the date of the award.
(a) the Director attains age 65 and completes five years of service as
a Director, including service prior to the date of the award;
(b) the Director's service on the Board terminates as a result of not
being nominated for re-election by the Board, but not as a result of
the Director's declining to serve again;
-14-<PAGE>
Retirement Plan for Outside Directors (1986)
Page 4
(c) the Director's service on the Board terminates because the
Director, although nominated for re-election by the Board, is not re-
elected;
(d) the Director is unable to serve because of disability;
(e) the Director dies; or
(f) a "Change in Control" as defined in the Plan.
If the date a Director's service on the Board terminates is before the
end of the Restricted Period with respect to the award of shares of
Common Stock, the Director shall forfeit and return to the Company all
such Common Stock.
The Common Stock shall be subject to the following restrictions, among
others, during the Restricted Period:
(a) The Common Stock shall be subject to forfeiture to the Company as
described above.
(b) The Common Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of and neither the right to receive
Common Stock nor any interest under the Plan may be assigned by a
Director.
Amended: 6/16/86
6/05/89
6/03/96 subject to shareholder adoption of proposed amendments to the
1995 Directors Stock Option Plan
-15-
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
(Thousands Except Per Share Amounts)
Three Months Ended Nine Months Ended
December 31 December 31
1996 1995 1996 1995
Primary Earnings Per Share
Net income $ 7,041 $ 3,494 $10,532 $12,218
Preferred stock dividends 1 1 2 2
$ 7,040 $ 3,493 $10,530 $12,216
Shares outstanding
Weighted average common shares 12,350 12,341 12,345 12,341
Net common shares issuable on
exercise of stock options 160 75 66 41
Average common shares outstanding
as adjusted 12,510 12,416 12,411 12,382
Primary earnings per share $.57 $.28 $.85 $.99
Fully Diluted Earnings Per Share
Net income $ 7,041 $ 3,494 $10,532 $12,218
Shares outstanding
Average common shares as adjusted
for primary computation 12,510 12,416 12,411 12,382
Common shares issuable if the
preferred stock was converted
at the beginning of the year 4 5 4 5
Additional common shares issuable
on exercise of stock options 16 22 16
Average common shares outstanding
as adjusted 12,530 12,421 12,437 12,403
Fully diluted earnings per share $.56 $.28 $.84 $.99
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE STATEMENTS OF CONSOLIDATED FINANCIAL
POSITION AND CONSOLIDATED OPERATIONS INCLUDED IN PART I OF
THIS REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1996
<PERIOD-TYPE> 9-MOS
<CASH> 49,636
<SECURITIES> 39,815
<RECEIVABLES> 56,402
<ALLOWANCES> 0
<INVENTORY> 56,398
<CURRENT-ASSETS> 245,063
<PP&E> 82,705
<DEPRECIATION> 47,065
<TOTAL-ASSETS> 344,549
<CURRENT-LIABILITIES> 56,689
<BONDS> 6,304
0
0
<COMMON> 6,285
<OTHER-SE> 232,165
<TOTAL-LIABILITY-AND-EQUITY> 344,549
<SALES> 230,070
<TOTAL-REVENUES> 0
<CGS> 164,378
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,092
<INCOME-PRETAX> 27,232
<INCOME-TAX> 10,300
<INCOME-CONTINUING> 16,932
<DISCONTINUED> (6,400)
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<EPS-PRIMARY> .85
<EPS-DILUTED> 0
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE RESTATED STATEMENTS OF CONSOLIDATED
FINANCIAL POSITION AND CONSOLIDATED OPERATIONS FOR THE
QUARTERS ENDED JUNE 30 AND SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1,000
<S> <C> <C>
<FISCAL-YEAR-END> MAR-31-1997 MAR-31-1997
<PERIOD-END> JUN-30-1996 SEP-30-1996
<PERIOD-TYPE> 3-MOS 6-MOS
<CASH> 6,596 11,938
<SECURITIES> 24,143 30,340
<RECEIVABLES> 97,084 60,046
<ALLOWANCES> 0 0
<INVENTORY> 67,580 58,093
<CURRENT-ASSETS> 281,950 238,978
<PP&E> 102,551 86,947
<DEPRECIATION> 61,521 49,336
<TOTAL-ASSETS> 389,479 341,195
<CURRENT-LIABILITIES> 106,673 58,781
<BONDS> 6,606 6,403
0 0
0 0
<COMMON> 6,285 6,285
<OTHER-SE> 225,833 232,142
<TOTAL-LIABILITY-AND-EQUITY> 389,479 341,195
<SALES> 82,557 164,073
<TOTAL-REVENUES> 0 0
<CGS> 59,598 118,487
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 317 651
<INCOME-PRETAX> 10,411 19,145
<INCOME-TAX> 3,890 7,090
<INCOME-CONTINUING> 6,521 12,055
<DISCONTINUED> (4,309) (8,564)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,212 3,491
<EPS-PRIMARY> .18 .28
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE RESTATED STATEMENTS OF CONSOLIDATED
FINANCIAL POSITION AND CONSOLIDATED OPERATIONS FOR THE
ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<S> <C> <C>
<FISCAL-YEAR-END> MAR-31-1996 MAR-31-1996 MAR-31-1996 MAR-31-1996
<PERIOD-END> JUN-30-1995 SEP-30-1995 DEC-31-1995 MAR-31-1996
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS YEAR
<CASH> 11,282 5,348 13,507 16,195
<SECURITIES> 41,941 44,333 16,225 13,836
<RECEIVABLES> 115,420 108,819 105,204 96,360
<ALLOWANCES> 0 0 0 2,647
<INVENTORY> 88,960 96,638 108,133 69,753
<CURRENT-ASSETS> 300,188 296,483 283,821 286,994
<PP&E> 146,157 149,859 152,282 102,295
<DEPRECIATION> 89,630 91,345 92,468 60,241
<TOTAL-ASSETS> 417,395 417,051 411,467 394,647
<CURRENT-LIABILITIES> 141,547 138,227 130,506 113,158
<BONDS> 9,089 9,002 8,400 6,711
0 0 0 0
0 0 0 0
<COMMON> 6,285 6,285 6,285 6,285
<OTHER-SE> 216,754 219,858 222,314 224,670
<TOTAL-LIABILITY-AND-EQUITY> 417,395 417,051 411,467 394,647
<SALES> 60,156 130,343 206,742 284,683
<TOTAL-REVENUES> 0 0 0 0
<CGS> 41,320 91,775 149,177 205,305
<TOTAL-COSTS> 0 0 0 0
<OTHER-EXPENSES> 0 0 0 0
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 343 669 962 1,146
<INCOME-PRETAX> 8,118 15,463 22,583 33,805
<INCOME-TAX> 3,190 5,970 8,660 12,278
<INCOME-CONTINUING> 4,928 9,493 13,923 21,527
<DISCONTINUED> (279) (769) (1,705) (4,857)
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 4,649 8,724 12,218 16,670
<EPS-PRIMARY> .38 .71 .99 1.35
<EPS-DILUTED> 0 0 0 0
</TABLE>
