UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20541
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended June 30, 1995
( ) Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Act of 1934
For the transition period from to
Commission File Number 1-5910
CARTER-WALLACE, INC.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Exact name of registrant as specified in its charter)
Delaware 13-4986583
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1345 Avenue of the Americas
New York, New York 10105
(Address of principal executive
offices)
Registrant's telephone number, including area code: 212-339-5000
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
The number of shares of the registrant's Common Stock and Class B common
stock outstanding at June 30, 1995 were 33,605,200 and 12,508,100,
respectively.
<PAGE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
JUNE 30, 1995
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings for
the three months ended June 30, 1995 and 1994 1
Condensed Consolidated Balance Sheets at
June 30, 1995 and March 31, 1995 2
Condensed Consolidated Statements of Cash Flows
for the three months ended June 30, 1995 and 1994 3
Notes to Condensed Consolidated Financial Statements 4
Report by KPMG Peat Marwick LLP on their Limited Review 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 13
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<CAPTION>
Three Months Ended
June 30,
1995 1994
Revenues:
<S> <C> <C>
Net sales $177,037,000 $183,304,000
Other revenues 2,342,000 1,368,000
179,379,000 184,672,000
Cost and expenses:
Cost of goods sold 62,392,000 62,283,000
Advertising, marketing
& other selling expenses 64,617,000 69,210,000
Research & development expenses 6,821,000 13,198,000
General, administrative
& other expenses 23,180,000 21,452,000
Provision for condom plant closing 20,100,000 -
Provision for loss on
discontinuance of the
Organidin (iodinated glycerol)
product line - 17,500,000
Interest expense 809,000 390,000
177,919,000 184,033,000
Earnings before taxes on income 1,460,000 639,000
Provision for taxes on income 599,000 198,000
Net earnings $ 861,000 $ 441,000
Net earnings per average share
of common stock outstanding $ .02 $ .01
Cash dividends per share $ .04 $ .0833
Average shares of common
stock outstanding 46,146,000 46,067,000
</TABLE>
<PAGE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, March 31,
1995 1995
Assets (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 39,313,000 $ 40,098,000
Short-term investments 15,259,000 18,188,000
Accounts and other receivables
less allowances of $6,584,000
at June 30, 1995 and
$6,344,000 at March 31, 1995 130,625,000 123,805,000
Inventories:
Finished goods 53,106,000 55,499,000
Work in process 14,869,000 12,359,000
Raw materials and supplies 24,454,000 21,359,000
92,429,000 89,217,000
Deferred taxes, prepaid expenses
and other current assets 34,235,000 32,009,000
Total Current Assets 311,861,000 303,317,000
Property, plant and equipment, at cost 243,385,000 252,226,000
Less: accumulated depreciation and
amortization 111,940,000 114,618,000
131,445,000 137,608,000
Intangible assets 128,788,000 129,852,000
Deferred taxes and other assets 118,491,000 109,447,000
Total Assets $690,585,000 $680,224,000
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 33,042,000 $ 31,318,000
Accrued expenses 160,706,000 165,987,000
Notes payable 13,675,000 5,416,000
Total Current Liabilities 207,423,000 202,721,000
Long-Term Liabilities:
Long-term debt 23,326,000 23,115,000
Deferred compensation 12,333,000 10,216,000
Accrued postretirement benefit obligation 69,051,000 68,969,000
Other long-term liabilities 50,222,000 48,064,000
Total Long-Term Liabilities 154,932,000 150,364,000
Stockholders' Equity:
Common stock 34,543,000 34,528,000
Class B common stock 12,662,000 12,677,000
Capital in excess of par value 2,400,000 2,184,000
Retained earnings 309,421,000 310,407,000
Less: Foreign currency translation
adjustment 16,728,000 18,949,000
Treasury stock, at cost 14,068,000 13,708,000
Total Stockholders' Equity 328,230,000 327,139,000
Total Liabilities and Stockholders' Equity $690,585,000 $680,224,000
</TABLE>
<PAGE>
<TABLE>
CARTER-WALLACE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited)
<CAPTION>
1995 1994
Cash flows from operations:
<S> <C> <C>
Net earnings $ 861,000 $ 441,000
Provision for condom plant closing 20,100,000 -
Provision for loss on discontinuance
of the Organidin (iodinated glycerol)
product line - 17,500,000
Changes in assets and liabilities (24,552,000) (12,808,000)
Other changes 6,354,000 7,056,000
2,763,000 12,189,000
Cash flows used in investing activities:
Additions to property, plant and
equipment (10,661,000) (5,135,000)
Decrease in short-term investments 3,285,000 8,252,000
Other investing activities 183,000 (250,000)
(7,193,000) 2,867,000
Cash flows used in financing activities:
Dividends paid (1,847,000) (3,850,000)
Increase in borrowings 8,253,000 -
Payments of debt (27,000) (147,000)
Purchase of treasury stock (2,815,000) (189,000)
3,564,000 (4,186,000)
Effect of exchange rate changes on
cash and cash equivalents 81,000 196,000
(Decrease) increase in cash and cash
equivalents $ (785,000) $ 11,066,000
</TABLE>
<PAGE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
Note 1: Interim Reports
The results of the interim periods are not necessarily indicative of
results expected for a full year's operations. In the opinion of
management, all adjustments necessary for a fair statement of results of
these interim periods have been reflected in these financial statements
and, except as separately disclosed herein, are of a normal recurring
nature.
Note 2: Review of Independent Auditors
The financial information included in this report has been reviewed by KPMG
Peat Marwick LLP, independent auditors, in accordance with standards and
procedures established by the American Institute of Certified Public
Accountants.
Note 3: Closure of the Trenton Condom Manufacturing Facility
As previously announced, the Company decided in mid-May, 1995 to close its
condom manufacturing plant in Trenton, New Jersey over a projected period
of eighteen to twenty-four months. The condom production currently
performed at Trenton will be transferred to the Company's recently acquired
facility in Colonial Heights, VA. The decision to close the Trenton plant
resulted in a one-time charge to pre-tax earnings in the quarter ended June
30, 1995 of $20,100,000 ($11,860,000 after taxes or $.26 per share),
consisting of plant closing costs including equipment write-offs
($14,800,000) and employee termination costs ($5,300,000). Additional pre-
tax charges of approximately $2,000,000 related to the Trenton closing are
expected to be incurred in fiscal year 1997.
Note 4: Discontinuance of the Organidin (Iodinated Glycerol) Product Line
As previously announced, in June, 1994 the Company and the Food and Drug
Administration reached an agreement to discontinue the manufacture and
shipment of its Organidin (iodinated glycerol) line of products. As a
result of this agreement, the Company incurred in the quarter ended June
30, 1994 a one-time charge to pre-tax earnings of $17,500,000 ($11,600,000
after taxes or $.25 per share) primarily related to a provision for any
product returns ($8,500,000) and for inventory write-offs ($3,600,000).
(Continued)
<PAGE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
(Continued)
Note 5: Litigation
Information regarding Legal Proceedings involving the Company is presented
in Note 19 "Litigation Including Environmental Matters" of the Notes to the
Consolidated Financial Statements on pages 30 to 32 of the Company's 1995
Annual Report to Stockholders incorporated by reference in the Company's
Form 10-K for the year ended March 31, 1995 and is herein expressly
incorporated by reference.
Two additional individual product liability actions related to Felbatol
have been filed against the Company. In one action, the complaint seeks
compensatory and punitive damages aggregating $30,000,000. In the other
action, the damages sought are unspecified.
The Company continues to believe, based upon opinion of counsel, it has
good defenses to all of the above actions and should prevail.
Note 6: Recent Accounting Pronouncement
Effective April 1, 1995 the Company adopted Statement of Position 93-7,
"Reporting on Advertising Costs" issued by the American Institute of
Certified Public Accountants. Adoption of this statement had no material
impact on the Company's financial statements.
Note 7: Restructuring of Operations and Facilities
In connection with the restructuring program implemented in the previous
fiscal year, the Company incurred one-time pre-tax charges in the year
ended March 31, 1995 of $74,060,000 consisting primarily of employee
termination costs ($28,000,000), plant closing costs including equipment
write-offs ($23,000,000) and costs associated with the planned subleasing
of office space on which the Company holds a long-term lease ($19,400,000).
The total anticipated reduction in the number of employees will be
approximately 910 including 95 vacancies that will not be filled. Through
June 30, 1995, 541 employees have been terminated with employee termination
costs of $12,000,000 charged against the restructuring liability. In
addition, approximately 40 positions have been eliminated as a result of
voluntary resignations.
Net plant closing costs of $6,300,000 have been charged against the
restructuring liability. Approximately $55,400,000 of the $74,060,000 of
restructuring charges remain to be utilized in future periods.
<PAGE>
CARTER-WALLACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
(Continued)
Note 7: Restructuring of Operations and Facilities (Continued)
As previously announced, a $1,800,000 pre-tax charge related to the
relocation of one of the Company's divisions to its Cranbury, New Jersey
facility is expected to be incurred in the quarter ending September 30,
1995.
The Company is continuing to review its operations and may take other steps
to reduce costs and increase efficiencies in the future which may result in
additional one-time charges.
Note 8: Felbatol
As previously reported, in the year ended March 31, 1995 the Company
incurred a one-time charge to pre-tax earnings of $37,780,000 related to
use restrictions for Felbatol. Depending of future sales levels,
additional inventory write-offs may be required. If for any reason the
product at some future date is no longer available in the market, the
Company will incur an additional one-time charge that would have a material
adverse effect on the Company's results of operations and possibly on its
financial condition. Should the product no longer be available, the
Company currently estimates that the additional one-time charge, consisting
primarily of inventory write-offs and anticipated returns of product
currently in the market, will be in the range of $30,000,000 to $35,000,000
on a pre-tax basis.
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Carter-Wallace, Inc.:
We have reviewed the condensed consolidated balance sheet of
Carter-Wallace, Inc. and subsidiaries as of June 30, 1995, and the related
condensed consolidated statements of earnings for the three-month periods
ended June 30, 1995 and 1994 and the condensed consolidated statements of
cash flows for the three-month periods ended June 30, 1995 and 1994 in
accordance with standards established by the American Institute of
Certified Public Accountants. These condensed consolidated financial
statements are the responsibility of the Company's management.
A review of interim financial information consists principally of applying
analytical review procedures to financial data, and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles. The contingencies discussed in the explanatory paragraphs of
our unqualified opinion, included in our report dated May 3, 1995, on the
March 31, 1995 consolidated financial statements still exist.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Carter-Wallace, Inc. and
subsidiaries as of March 31, 1995, and the related consolidated statements
of earnings and retained earnings, and cash flows for the year then ended
(not presented herein); and in our report dated May 3, 1995, we expressed
an unqualified opinion on those consolidated financial statements. This
opinion included explanatory paragraphs related to the Felbatol and
litigation matters discussed in footnote 17 and 19, respectively, to those
consolidated financial statements. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of March
31, 1995 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
KPMG Peat Marwick LLP
July 28, 1995
New York, New York
</AUDIT-REPORT>
<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Three months ended June 30, 1995 compared to
three months ended June 30, 1994
Consolidated earnings after taxes in the three months ended June 30, 1995
("fiscal 1996 period") before the one-time charge for the condom
manufacturing integration were approximately $12,720,000 or $.28 per share.
This compares to net earnings after taxes in the three months ended June
30, 1994 ("fiscal 1995 period") before the one-time charge for the
discontinuation of Organidin Iodinated Glycerol (I.G.) of $12,040,000 or
$.26 per share. Earnings in the prior year period were significantly
favorably impacted by sales of Organidin I.G. The one-time charge for the
provision for condom plant write-off in the fiscal 1996 period resulted in
a pre-tax charge of $20,100,000 ($11,860,000 after taxes or $.26 per
share). The one-time charge for the discontinuance of Organidin I.G.
resulted in a pre-tax charge of $17,500,000 ($11,600,000 or $.25 per share)
in the fiscal 1995 period.
Net sales decreased $6,267,000 (3.4%) in the fiscal 1996 period as compared
to net sales in the fiscal 1995 period. The lower sales level was
attributable to reduced unit volume in the Health Care segment as a result
of the absence of sales of Organidin I.G., offset in part by sales of
Organidin NR, a reformulated version of Organidin, and reduced sales of
Felbatol. As previously announced, sales of Organidin I.G. were
discontinued in June, 1994 and Felbatol sales were adversely affected by
use restrictions beginning in August, 1994. Sales of pharmaceutical
products in the Health Care segment continue to be adversely impacted by
generic erosion. Sales were higher in the consumer products segment
predominately due to unit volume gains from the international businesses in
France and Australia acquired in the second quarter of fiscal 1995.
Selling price increases in both business segments had a positive effect on
sales in comparison with the prior year period. In the Health Care
segment, the average price increase on pharmaceutical products in the
current year period effective May, 1995 was higher than in the prior year
period, resulting in higher unit sales of certain products which the
Company believes occurred in anticipation of the price increase. Such
increased sales may have caused wholesaler and drug chain inventories to be
overstocked, which may result in lower sales in this segment in subsequent
periods. Fluctuations in foreign exchange rates in comparison with the
prior year had an insignificant effect on sales overall, since favorable
foreign exchange rates for European operations were offset by a lower
exchange rate in Mexico.
Other revenues increased $974,000 or 71% due principally to higher interest
income.
Cost of goods sold as a percentage of net sales increased from 34.0% in the
fiscal 1995 period to 35.2% in the 1996 period primarily due to changes in
product mix.
(Continued)
<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Advertising, marketing and other selling expenses decreased by $4,593,000
or 6.6% primarily due to reduced spending levels in the Health Care segment
for Felbatol and Organidin I.G. The Company substantially reduced its
pharmaceutical sales force and marketing support staff in October, 1994.
Spending in the consumer product segment increased over the prior year
primarily related to the Sante Beaute line of products in France acquired
in the second quarter of fiscal 1995.
Research and development expenses decreased by $6,377,000 or 48.3%,
primarily due to lower spending in the Health Care segment. This decline
was due to the termination of Organidin and Felbatol clinical activities
coupled with a reduction in Astelin clinical activities. In October, 1994
the Company virtually eliminated its Wallace Laboratories Division internal
research and development capability. However, the Company has continued
its research and development of Astelin (azelastine) for rhinitis, and
taurolidine, an antitoxin for the treatment of sepsis, and to the extent
such work exceeds the Company's remaining internal research and development
resources, such work is being done through independent research facilities.
General, administrative and other expenses increased $1,728,000 or 8.1%
primarily due to the timing of compensation expense, higher legal expense
and increased amortization related to the recent international
acquisitions.
Interest expense increased in fiscal 1996 over the prior year as a result
of financing costs related to international acquisitions.
The estimated annual effective tax rate applied in the fiscal 1996 period
was 41%, compared to the fiscal 1995 annual net tax benefit of 35.3%. The
tax rate applied in the quarter ended June 30, 1994 was 31%. The tax rates
in the fiscal 1996 period and future years are and will be adversely
affected by the absence of tax savings resulting from the cessation of
Puerto Rico operations and the absence of research and development tax
credits.
(Continued)
<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Restructuring of Operations and Facilities
In connection with the restructuring program implemented in the previous
fiscal year, the Company incurred one-time pre-tax charges in the year
ended March 31, 1995 of $74,060,000 consisting primarily of employee
termination costs ($28,000,000), plant closing costs including equipment
write-offs ($23,000,000) and costs associated with the planned subleasing
of office space on which the Company holds a long-term lease ($19,400,000).
The total anticipated reduction in the number of employees will be
approximately 910 including 95 vacancies that will not be filled. Through
June 30, 1995, 541 employees have been terminated with employee termination
costs of $12,000,000 charged against the restructuring liability. In
addition, approximately 40 positions have been eliminated as a result of
voluntary resignations.
Net plant closing costs of $6,300,000 have been charged against the
restructuring liability. Approximately $55,400,000 of the $74,060,000 of
restructuring charges remain to be utilized in future periods.
As previously announced, a $1,800,000 pre-tax charge related to the
relocation of one of the Company's divisions to its Cranbury, New Jersey
facility is expected to be incurred in the quarter ending September 30,
1995.
The Company is continuing to review its operations and may take other steps
to reduce costs and increase efficiencies in the future which may result in
additional one-time charges.
Closure of the Trenton Condom Manufacturing Facility
As previously announced, the Company decided in mid-May, 1995 to close its
condom manufacturing plant in Trenton, New Jersey over a projected period
of eighteen to twenty-four months. The condom production currently
performed at Trenton will be transferred to the Company's recently acquired
facility in Colonial Heights, VA. The decision to close the Trenton plant
resulted in a one-time charge to pre-tax earnings in the quarter ended June
30, 1995 of $20,100,000 ($11,860,000 after taxes or $.26 per share),
consisting of plant closing costs including equipment write-offs
($14,800,000) and employee termination costs ($5,300,000). Additional pre-
tax charges of approximately $2,000,000 related to the Trenton closing are
expected to be incurred in fiscal year 1997.
(Continued)
<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Discontinuance of the Organidin (Iodinated Glycerol) Product Line
As previously announced, in June, 1994 the Company and the Food and Drug
Administration reached an agreement to discontinue the manufacture and
shipment of its Organidin (iodinated glycerol) line of products. As a
result of this agreement, the Company incurred in the quarter ended June
30, 1994 a one-time charge to pre-tax earnings of $17,500,000 ($11,600,000
after taxes or $.25 per share) primarily related to a provision for any
product returns ($8,500,000) and for inventory write-offs ($3,600,000).
Felbatol
As previously reported, in the year ended March 31, 1995 the Company
incurred a one-time charge to pre-tax earnings of $37,780,000 related to
use restrictions for Felbatol. Depending on future sales levels,
additional inventory write-offs may be required. If for any reason the
product at some future date is no longer available in the market, the
Company will incur an additional one-time charge that would have a material
adverse effect on the Company's results of operations and possibly on its
financial condition. Should the product no longer be available, the
Company currently estimates that the additional one-time charge, consisting
primarily of inventory write-offs and anticipated returns of product
currently in the market, will be in the range of $30,000,000 to $35,000,000
on a pre-tax basis.
Astelin
The three Astelin (azelastine) New Drug Applications ("NDA") are pending at
the FDA. Answers to all outstanding questions for the Astelin Nasal Spray
non-approvable letter were submitted to the FDA in June, 1995 and remaining
chemistry work is expected to be completed by September, 1995. Additional
formulation work will be required to satisfactorily complete work on the
Astelin tablet for rhinitis NDA which will remain pending during fiscal
year 1996. As a result of the meetings with the FDA, the Company is unable
at this time to determine when Astelin NDAs will be reviewed by the
appropriate FDA advisory panel and when and if the NDAs will be approved.
(Continued)
<PAGE>
CARTER-WALLACE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Liquidity and Capital Resources
Funds provided from operations are used for capital expenditures,
acquisitions, the purchase of treasury stock, the payment of dividends and
working capital requirements. External borrowings are incurred as needed
to satisfy cash requirements relating to seasonal business fluctuations, to
finance major facility expansion programs and to finance major
acquisitions.
In April, 1995 the Company purchased a condom manufacturing facility in
Colonial Heights, VA. Expansion of this facility will require significant
capital resources that are expected to be financed through long-term
borrowing.
The lower level of cash flows from operations in the fiscal 1996 period
compared with the prior year period results primarily from higher levels of
accounts receivable due to the timing of sales and collection levels as
well as a reduction in accrued expenses.
The cash requirements for the provision for the condom plant write-off
recorded in the quarter ended June 30, 1995 are estimated to be $7,100,000
of which approximately $900,000 is expected to be incurred in the fiscal
year ending March 31, 1996 and $5,500,000 in the fiscal year ending March
31, 1997. After taking into account estimated tax benefits of $8,200,000
to be received over a period of years, the charge for the provision for the
condom plant write-off is expected ultimately to result in positive cash
flow of approximately $1,100,000.
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Please refer to Note 5 "Litigation" of Notes to Condensed Consolidated
Financial Statements for information regarding legal proceedings.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - No reports on Form 8-K have been filed
during the quarter ended June 30, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Carter-Wallace, Inc.
(Registrant)
Date: July 28, 1995 s/Daniel J. Black
Daniel J. Black
President & Chief
Operating Officer
Date: July 28, 1995 s/Paul A. Veteri
Paul A. Veteri
Vice President, Finance
& Chief Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1995
<CASH> 39,313,000
<SECURITIES> 15,259,000
<RECEIVABLES> 137,209,000
<ALLOWANCES> 6,584,000
<INVENTORY> 92,429,000
<CURRENT-ASSETS> 311,861,000
<PP&E> 243,385,000
<DEPRECIATION> 111,940,000
<TOTAL-ASSETS> 690,585,000
<CURRENT-LIABILITIES> 207,423,000
<BONDS> 37,001,000
<COMMON> 47,205,000
0
0
<OTHER-SE> 281,025,000
<TOTAL-LIABILITY-AND-EQUITY> 690,585,000
<SALES> 177,037,000
<TOTAL-REVENUES> 179,379,000
<CGS> 62,392,000
<TOTAL-COSTS> 177,919,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 809,000
<INCOME-PRETAX> 1,460,000
<INCOME-TAX> 599,000
<INCOME-CONTINUING> 861,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 861,000
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
