<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
________________
For Quarter Ended FEBRUARY 28, 1995 Commission file number 1-6263
----------------------- ----------------
AAR CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-2334820
- ------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1111 NICHOLAS BOULEVARD, ELK GROVE VILLAGE, ILLINOIS 60007
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 439-3939
-----------------------------
- -------------------------------------------------------------------------------
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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No .
------- -------
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No .
------------ ----------
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each on the issuer's classes
of common stock, as of the close of the period covered by this report.
$1.00 par value, 15,965,553 shares outstanding as of FEBRUARY 28, 1995.
<PAGE>
AAR CORP.
PART I
FINANCIAL INFORMATION
The condensed consolidated financial statements as of February 28, 1995 and 1994
included herein have been prepared by AAR CORP. ("the Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The condensed consolidated financial statements as of May 31, 1994 have been
derived from audited financial statements with certain prior amounts having been
reclassified (in particular, noncurrent deferred tax assets of $6.6 million
against noncurrent deferred tax liabilities) to conform to the February 28, 1995
presentation. Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report on Form 10-K.
In the opinion of management of the Company, the condensed consolidated
financial statements reflect all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the consolidated financial
position of AAR CORP. as of February 28, 1995 and the consolidated results of
operations and cash flows for the three and nine months ended February 28, 1995
and 1994. The results of operations for such interim periods are not
necessarily indicative of the results for the full year.
- 2 -
<PAGE>
AAR CORP.
Condensed Consolidated Balance Sheets
As of February 28, 1995 and May 31, 1994
(000s omitted)
<TABLE>
<CAPTION>
February 28, May 31,
1995 1994
------------- -------------
(Unaudited) (Derived from
audited financial
statements)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 9,511 $ 18,074
Accounts receivable, less allowances
of $2,726 and $2,000 105,322 85,947
Inventories (Note B) 156,156 146,039
Equipment on or available for
short-term lease 27,639 28,881
Prepaid income taxes, deposits and other 23,749 28,782
-------- --------
Total current assets 322,377 307,723
-------- --------
Property, plant and equipment, net 54,901 54,783
-------- --------
Other assets:
Investment in leveraged leases 32,074 32,618
Cost in excess of underlying net assets of
acquired companies 6,163 6,313
Notes receivable, retirement benefits and
other (Note A) 9,848 9,579
-------- --------
48,085 48,510
-------- --------
$425,363 $411,016
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 1,604 $ 568
Accounts payable 51,456 49,599
Accrued liabilities and taxes on income 16,709 16,539
Accrued interest 3,482 1,008
-------- --------
Total current liabilities 73,251 67,714
-------- --------
Long-term debt, less current maturities (Note D) 120,149 115,729
Deferred tax liabilities (Note A) 32,520 32,390
Retirement benefit obligation and
other deferred credits (Note A) 5,320 5,695
-------- --------
157,989 153,814
-------- --------
Stockholders' equity:
Preferred stock, $1.00 par value, authorized
250 shares; none issued - -
Common stock, $1.00 par value, authorized 80,000
shares; issued 16,283 and 16,215 shares
at each date 16,283 16,215
Capital surplus 82,130 81,296
Retained earnings 100,709 99,496
Treasury stock, 317 and 309 shares at
each date, at cost (3,672) (3,556)
Cumulative translation adjustments (Note E) 43 (2,963)
Minimum pension liability adjustment (1,370) (1,000)
-------- --------
194,123 189,488
-------- --------
$425,363 $411,016
-------- --------
-------- --------
</TABLE>
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
- 3 -
<PAGE>
AAR CORP.
Condensed Consolidated Statements of Income
For the Three and Nine Months Ended February 28, 1995 and 1994
(Unaudited)
(000s omitted except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
February 28, February 28,
--------------------- ----------------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $125,232 $ 96,199 $321,807 $287,690
------- ------- ------- -------
Costs and operating expenses:
Cost of sales 104,795 78,519 266,562 235,342
Selling, general and
administrative 13,606 12,118 37,782 36,136
------- ------- ------- -------
118,401 90,637 304,344 271,478
------- ------- ------- -------
Operating income 6,831 5,562 17,463 16,212
Interest expense (2,933) (2,629) (8,211) (6,987)
Interest income 218 229 636 1,047
------- ------- ------- -------
Income before provision for income taxes
and cumulative effect of changes in
accounting principles 4,116 3,162 9,888 10,272
------- ------- ------- -------
Provision for income taxes 1,240 950 2,940 3,200
------- ------- ------- -------
Income before cumulative effect
of changes in accounting
principles 2,876 2,212 6,948 7,072
Cumulative effect of changes in
accounting principles: (Note A)
Income taxes - - - 900
Post-retirement health care benefits,
net of tax - - - (890)
------- ------- ------- -------
Net income $ 2,876 $ 2,212 $ 6,948 $ 7,082
------- ------- ------- -------
------- ------- ------- -------
Net income per share of common stock (Note E):
Income before cumulative effect of changes
in accounting principles $ .18 $ .14 $ .44 $ .45
Net cumulative effect of changes in
accounting principles:
Income taxes - - - .06
Post-retirement health care benefits - - - (.06)
------- ------- ------- -------
Net income per share of common stock $ .18 $ .14 $ .44 $ .45
------- ------- ------- -------
------- ------- ------- -------
Dividends paid and declared
per share of common stock $ .12 $ .12 $ .36 $ .36
Average shares outstanding 15,949 15,905 15,923 15,904
</TABLE>
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
- 4 -
<PAGE>
AAR CORP.
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended February 28, 1995 and 1994
(Unaudited)
(000s omitted)
<TABLE>
<CAPTION>
Nine Months Ended
February 28,
------------------
1995 1994
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,948 $ 7,082
Adjustments to reconcile net income to net cash
provided from (used in) operating activities:
Depreciation and amortization 7,539 7,281
Cumulative effect of changes in accounting
principles:
Income tax benefit - (900)
Postretirement health care benefit expense - 890
Leveraged lease repricing - (700)
Change in certain assets and liabilities:
Accounts receivable, net (18,667) (11,490)
Inventories, net (8,400) (12,319)
Equipment on or available for
short-term lease 1,242 8
Prepaid income taxes, deposits and other 4,657 (8,605)
Accounts payable 1,520 8,182
Accrued liabilities and taxes on income 83 (739)
Accrued interest 2,474 2,971
Retirement benefit obligations,
deferred taxes and other deferred
credits (610) 80
------- -------
Net cash used in operating activities (3,214) (8,259)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures, net (5,480) (3,540)
Investment in leveraged leases 544 (117)
Notes receivable and other (249) (1,701)
------- -------
Net cash used in investing activities (5,185) (5,358)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from issuance of long-term
notes payable 6,186 50,000
Repayment of bank loans with proceeds from
issuance of long-term notes payable - (28,200)
Change in other borrowings, net (730) 3,241
Cash dividends (5,735) (5,726)
Purchase of treasury stock (116) (66)
Other, net 89 123
------- -------
Net cash provided from (used in) financing activities (306) 19,372
------- -------
Effect of exchange rate changes on cash 142 (240)
------- -------
Increase (decrease) in cash and cash equivalents (8,563) 5,515
Cash and cash equivalents, beginning of period 18,074 2,255
------- -------
Cash and cash equivalents, end of period $ 9,511 $ 7,770
------- -------
------- -------
</TABLE>
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
- 5 -
<PAGE>
AAR CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 1995
(000s omitted except per share and percent data)
NOTE A - CHANGES IN SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Effective June 1, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109 "Accounting for Income Taxes." Results prior to that
date were not restated. The cumulative effect of the accounting change was a
tax benefit of $900 ($.06 per share) recorded in the three month period ended
August 31, 1993. The adoption of SFAS No. 109 changes the Company's method of
accounting for income taxes from the deferred method to the asset and liability
method of accounting. Under the asset and liability method, deferred tax assets
and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using statutory tax rates in effect for the
year in which those temporary differences are expected to be recovered or
settled. The effect of changes in deferred tax assets and liabilities and tax
rates will be recognized in the consolidated results of operations in the period
the changes occur.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Effective June 1, 1993, the Company adopted SFAS No. 106 "Employers' Accounting
for Postretirement Benefits Other than Pensions." Prior years' results were not
restated. Upon adoption the Company elected, as permitted under SFAS No. 106,
to record a one-time transition obligation of $1,350 ($890 after tax or $.06 per
share) which represents that portion of future retiree benefit costs related to
service already rendered by both active and retired employees up to the date of
adoption. Subsequent to the Company's implementation of SFAS No. 106,
postretirement healthcare benefits attributable to future services were
terminated for certain employees and the obligation was reduced to $970 at the
time of such termination.
NOTE B - INVENTORY
The summary of inventories is as follows:
<TABLE>
<CAPTION>
February 28, May 31,
1995 1994
----------- --------
<S> <C> <C>
Raw materials and parts $ 30,045 $ 25,349
Work-in-process 13,543 11,974
Purchased aircraft parts, engines
and components held for
sale or exchange 110,617 106,529
Finished goods-manufactured products 1,951 2,189
------- -------
156,156 146,041
Progress billings on long-term
contracts and programs - (2)
------- -------
$156,156 $146,039
------- -------
------- -------
</TABLE>
- 6 -
<PAGE>
AAR CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 1995 (Continued)
(000s omitted except per share and percent data)
NOTE C - SUPPLEMENTAL CASH FLOWS INFORMATION
Supplemental information on cash flows:
<TABLE>
<CAPTION>
Nine Months Ended
February 28,
------------------
1995 1994
------ ------
<S> <C> <C>
Interest paid $5,590 $3,830
Income taxes paid 2,760 2,550
Income tax refunds received 340 300
</TABLE>
NOTE D - LONG-TERM DEBT
The Company issued a note for approximately $6,186 in December, 1994. The
note bears interest at 5% per annum, compounded monthly, with equal monthly
payments of principal and interest ending in June, 1999. The Company issued the
note in conjunction with an inventory purchase to service a third-party
long-term inventory management contract. The balance due under the contract was
previously reflected as accounts payable pending issuance of the note.
NOTE E - STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE
Cumulative translation adjustments increased from $(2,963) to $43 for the nine-
month period ended February 28, 1995. The increase in equity resulted from an
increase in the value of the Company's net investments in foreign subsidiaries
primarily resulting from a decrease in the value of the U.S. dollar against
certain European currencies. The change in the cumulative translation
adjustments had no impact on the Company's earnings.
The per share data was calculated using the weighted average shares outstanding
for the periods presented. Common stock equivalents consisting of employee
stock options have not been included in the per share calculation as their
dilutive effect is not material.
- 7 -
<PAGE>
AAR CORP.
PART I, ITEM II
Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS
(000s omitted except per share and percent data)
NET SALES SUMMARY
THREE AND NINE MONTH PERIODS ENDED FEBRUARY 28, 1995
(as compared with the same periods of the prior year)
The following table sets forth net sales for the Company's classes of similar
products and services within the Company's Aviation Services business segment:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
February 28, February 28,
------------------ -----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Sales:
Trading $ 71,635 $49,550 $166,061 $148,561
Overhaul 27,314 22,885 77,872 69,461
Manufacturing 26,283 23,764 77,874 69,668
------- ------ ------- -------
$125,232 $96,199 $321,807 $287,690
------- ------ ------- -------
------- ------ ------- -------
</TABLE>
Comparison of Results of Operations
THREE MONTH PERIOD ENDED FEBRUARY 28, 1995
(as compared with the same period of the prior year)
Consolidated net sales for the third quarter of fiscal 1995 increased $29,033 or
30.2% over the prior year as trading and overhaul sales benefitted from the
results of inventory management programs. Additionally, the sales of major
products and services of the Company improved as airline customers continued to
recover financially.
Consolidated gross profit increased $2,757 or 15.6% as a result of higher
consolidated net sales. The increase in consolidated gross profit was partially
offset by a lower consolidated gross profit margin of 16.3% compared to an
18.4% margin in the same period of the prior year. The lower profit margin was
due primarily to changes in the mix of labor and part costs and associated
margin differentials incurred for certain component overhaul services and
changes in the mix of inventories sold. Higher margins on most manufactured
products as well as certain other component overhaul services and parts sales
partially offset these decreases. Consolidated operating profit increased
$1,269 or 22.8% due to higher consolidated net sales, offset by increased
selling, general and administrative expenses from higher personnel and
marketing programs support costs.
Consolidated net income increased $664 or 30% due to the factors described
above, partially offset by increased interest expense on additional short-term
borrowings and higher interest rates.
- 8 -
<PAGE>
AAR CORP.
Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS (Continued)
(000s omitted except per share and percent data)
NINE MONTH PERIOD ENDED FEBRUARY 28, 1995
(as compared with the same period of the prior year)
Consolidated net sales increased $34,117 or 11.9% over the prior year. The
Company experienced increased sales from inventory management programs,
manufactured aircraft cargo systems, and certain airframe and component overhaul
services as the Company's airline customers continued to recover financially.
Consolidated gross profit increased $2,898 or 5.5% over the prior year due to
increased consolidated net sales offset by a lowered consolidated gross profit
margin from 18.2% to 17.2%. The lower consolidated gross profit margin was due
primarily to changes in the mix of labor and part costs and associated margin
differentials incurred for certain component overhaul services and changes in
the mix of inventories sold. The margin decrease was partially offset by
higher margins on certain manufactured products, parts and certain other
component overhaul services. Consolidated operating profit increased $1,251 or
7.7% due to increased consolidated net sales, partially offset by reduced gross
profit margin, increased selling, general and administrative expenses in the
second and third quarters of fiscal 1995 and the inclusion of $700 of income
in the prior year from a reduction in the interest rate on a nonrecourse
leveraged lease obligation.
Consolidated net income for the nine month period decreased $134 or 1.9% from
the period in the prior year primarily as a result of increased interest expense
on additional borrowings and higher interest rates primarily from the sale of
$50 million of 10-year, 7 1/4% notes in October, 1993. Net income was further
affected by reduced interest income as the prior year's results included $375 of
additional interest income recorded on income tax refunds. These reductions in
net income were partially offset by a lower effective tax rate resulting from
tax benefits on certain export sales.
- 9 -
<PAGE>
AAR CORP.
Management's Discussion and Analysis of
Results of Operations and Financial Condition
FINANCIAL CONDITION
(000s omitted except ratios)
AT FEBRUARY 28, 1995
(as compared with May 31, 1994)
In the nine-month period ended February 28, 1995, the Company utilized cash to
meet working capital requirements, make capital expenditures and pay dividends.
The Company's working capital requirements exceeded operating cash flow due to
the purchase of inventory to support existing or new inventory management
programs, as well as purchase other advantageously priced inventory.
The Company continues to maintain sources of financing from available bank
lines, amounting to $133,300. The Company increased long-term debt by
successfully negotiating long-term payment terms on purchases of inventory to
support long-term inventory management contracts (see note D in Notes to the
Condensed Consolidated Financial Statements). The Company also has shelf
registrations on file with the Securities and Exchange Commission for $85,000
of medium or long-term debt securities, which it may issue at its discretion and
subject to market conditions.
The Company believes that its strong financial position, available cash and cash
equivalents, collection of customer receivables, available sources of financing
and future income will continue to give the Company the ability to meet ongoing
working capital requirements, make anticipated capital expenditures and take
advantage of additional business opportunities.
A summary of key indicators of financial condition and lines of credit follows:
<TABLE>
<CAPTION>
Description February 28, 1995 May 31, 1994
------------------------ ----------------- ------------
<S> <C> <C>
Working capital $249,126 $240,009
Current ratio 4.4:1 4.5:1
Bank Credit Lines:
Borrowings outstanding $ - $ -
Available but unused lines 133,300 132,500
------- -------
$133,300 $132,500
------- -------
------- -------
Long-term debt less current
maturities $120,149 $115,729
Ratio of long-term debt to
capitalization 38.2% 37.9%
</TABLE>
- 10 -
<PAGE>
AAR CORP.
PART II
OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
ITEM
4. Instruments 4.1 Restated Certificate of Incorporation:(3) Amendments
defining the thereto dated November 3, 1987;(3) and October 19,
rights of 1988.(5)
security
holders 4.2 By-Laws, as amended.(12)
4.3 Credit Agreement dated June 1, 1993 between the
Registrant and Continental Bank N.A.(11) and amendment
thereto dated May 16, 1994.(12)
4.4 Rights Agreement between the Registrant and The First
National Bank of Chicago;(3) Amendment thereto dated
July 18, 1989.(5)
4.5 Indenture dated October 15, 1989 between the Registrant
and Continental Bank, N.A., as Trustee, relating to
debt securities;(7) First Supplemental Indenture
thereto dated August 26, 1991.(8)
4.6 Officer's certificate dated October 24, 1989 (6) and
October 12, 1993.(6)
4.7 Credit Agreement dated October 15, 1991 between the
Registrant and The First National Bank of Chicago, as
Agent (9) and amendment thereto dated March 31,
1994.(12)
10. Material 10.1 AAR CORP. Stock Benefit Plan.(11)
Contracts
10.2 Death Benefit Agreement dated August 24, 1984 between
the Registrant and Ira A. Eichner;(1) Amendment thereto
dated August 12, 1988.(4)
10.3 Further Restated and Amended Employment Agreement dated
August 1, 1985 between the Registrant and Ira A.
Eichner;(2) Amendment thereto dated August 12, 1988.(4)
10.4 Trust Agreement dated August 12, 1988 between the
Registrant and Ira A. Eichner(4) and amendment thereto
dated February 4, 1994.(12)
10.5 AAR CORP. Directors' Retirement Plan, dated April 14,
1992.(10)
10.6 AAR CORP. Supplemental Key Employee Retirement Plan,
dated July 13, 1994.(13)
- 11 -
<PAGE>
AAR CORP.
PART II
OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
(A) EXHIBITS (CONTINUED)
ITEM
27. Financial 27.1 Financial Data Schedule for the Registrant's nine-
Data month interim period ended February 28, 1994.
Schedule
___________________________
Notes:
(1) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1985.
(2) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1986.
(3) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1987.
(4) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1988.
(5) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1989.
(6) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated October 24, 1989 and October 12, 1993.
(7) Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1989.
(8) Incorporated by reference to Exhibits to Registrant's Registration
Statement on Form S-3 filed August 27, 1991.
(9) Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1991.
(10) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1992.
(11) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1993.
(12) Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31, 1994.
(13) Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1994.
(b) REPORTS ON FORM 8-K FOR QUARTER ENDED FEBRUARY 28, 1995:
The Company filed no reports on Form 8-K during the three (3) months ended
February 28, 1995.
- 12 -
<PAGE>
SIGNATURE
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.
AAR CORP.
_______________________________________
(Registrant)
Date: April 13, 1995 /s/ Timothy J. Romenesko
--------------------------------------
Timothy J. Romenesko
Vice President - Controller,
Chief Financial Officer and Treasurer
(Principal accounting officer and
officer duly authorized to sign on
behalf of registrant)
- 13 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted From The
Registrant's Condensed Consolidated Financial Statements For The Nine Month
Period Ended February 28, 1995 And Is Qualified In Its Entirety By
Reference To Such Financial Statements
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1995
<PERIOD-START> JUN-01-1994
<PERIOD-END> FEB-28-1995
<CASH> 9,511
<SECURITIES> 0
<RECEIVABLES> 108,048
<ALLOWANCES> 2,726
<INVENTORY> 156,156
<CURRENT-ASSETS> 322,377
<PP&E> 124,801
<DEPRECIATION> 69,900
<TOTAL-ASSETS> 425,363
<CURRENT-LIABILITIES> 73,251
<BONDS> 120,149
<COMMON> 16,283
0
0
<OTHER-SE> 177,840
<TOTAL-LIABILITY-AND-EQUITY> 425,363
<SALES> 321,807
<TOTAL-REVENUES> 321,807
<CGS> 266,562
<TOTAL-COSTS> 304,344
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 993 <F1>
<INTEREST-EXPENSE> 7,575 <F2>
<INCOME-PRETAX> 9,888
<INCOME-TAX> 2,940
<INCOME-CONTINUING> 6,948
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,948
<EPS-PRIMARY> .44
<EPS-DILUTED> .44
<FN>
<F1> Provision for doubtful accounts is included in Total Costs and Expenses
<F2> Interest expense is presented net of $636 of interest income
</FN>
</TABLE>
