<PAGE>
- --------------------------------------------------------------------------------
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 31, 1998
( ) 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 1-12557
CASCADE CORPORATION
Exact name of registrant as specified in its charter)
OREGON 93-0136592
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2201 N.E. 201ST AVE. FAIRVIEW, OREGON 97024-9718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: (503)669-6300
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 outstanding of the registrant's common stock as of
July 31, 1998 was 11,807,258.
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<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART 1
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
<TABLE>
<CAPTION>
July 31 January 31
1998 1998
---------- ----------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 15,748 $ 12,966
Accounts receivable, less allowance
for doubtful accounts of $725 and $743 71,557 62,271
Inventories, at average cost
which is lower than market:
Finished goods and components 44,544 42,280
Goods in process 2,440 3,965
Raw materials 15,279 12,035
--------- ---------
62,263 58,280
Deferred income taxes 56 1,165
Prepaid expenses 7,808 6,011
--------- ---------
Total current assets 157,432 140,693
Property, plant and equipment, at cost less
accumulated depreciation 101,140 101,147
Deferred income taxes 4,260 4,044
Goodwill 89,097 94,982
Other Assets 9,958 8,726
--------- ---------
Total assets $ 361,887 $ 349,592
--------- ---------
--------- ---------
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable to banks $ 24,855 $ 13,193
Current portion of long-term debt 2,207 2,501
Accounts payable 26,875 23,604
Accrued payroll and payroll taxes 5,692 7,331
Other accrued expenses 9,764 13,001
--------- ---------
Total current liabilities 69,393 59,630
Long-term debt 144,834 144,785
Accrued environmental expenditures 10,316 10,316
Other liabilities 3,310 3,720
--------- ---------
Total liabilities 227,853 218,451
--------- ---------
Mandatorily redeemable convertible preferred stock, no par
value, 305,000 and 330,000 shares issued and outstanding 4,575 4,950
Minority interest 15,640 15,640
Shareholders' equity:
Common stock, $.50 par value, authorized
20,000,000 shares; 11,934,756 and 11,988,208 outstanding 5,967 5,994
Additional paid-in capital 2,835 3,711
Retained earnings 118,743 109,091
Cumulative foreign currency
translation adjustments (13,497) (8,016)
Treasury stock, at cost
(127,498 shares) (229) (229)
--------- ---------
Total shareholders' equity 113,819 110,551
--------- ---------
Total liabilities and
shareholders' equity $ 361,887 $ 349,592
--------- ---------
--------- ---------
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(unaudited - in thousands, except Per Share and average share figures)
<TABLE>
<CAPTION>
Three months ended Six months ended
July 31 July 31
----------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 105,160 $ 90,340 $ 212,285 $ 175,065
----------- ---------- ----------- -----------
Costs and expenses:
Cost of goods sold, excluding depreciation 73,085 62,445 146,720 120,685
Depreciation 5,235 4,870 10,640 10,025
Selling and administrative expenses 17,535 15,300 35,135 30,710
Environmental insurance settlement, net - (9,250) - (9,250)
--------- ---------- ----------- -----------
95,855 73,365 192,495 152,170
--------- ---------- ----------- -----------
Operating income 9,305 16,975 19,790 22,895
Interest expense 2,625 2,960 5,185 4,475
Interest income (125) (120) (315) (250)
Other expense (income), net (1,270) (520) (3,290) (380)
--------- ---------- ----------- -----------
Income before taxes 8,075 14,655 18,210 19,050
Income taxes 2,585 4,950 5,905 6,445
--------- ---------- ----------- -----------
Net income $ 5,490 $ 9,705 $ 12,305 $ 12,605
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
Basic earnings per share $ 0.45 $ 0.81 $ 1.01 $ 1.04
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
Diluted earings per share $ 0.41 $ 0.73 $ 0.93 $ 0.96
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
Diluted weighted average shares outstanding 13,280,602 13,290,400 13,286,701 13,074,852
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited - in thousands)
<TABLE>
<CAPTION>
Six months ended
July 31
------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 12,305 $ 12,605
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,641 10,025
Deferred income taxes 1,066 (1,323)
Gain on disposal of property (2,505) -
Changes in operating assets and liabilities:
Accounts receivable (9,286) 806
Inventories (3,983) (2,630)
Insurance settlement receivable - (9,750)
Prepaid expenses (1,797) 579
Accounts payable and accrued expenses (1,605) (3,644)
Other liabilities (410) (2,282)
---------- ----------
Net cash provided by operating activities 4,426 4,386
---------- ----------
Cash flows from investing activities:
Acquisition of property, plant and equipment (8,395) (11,125)
Business acquisitions - (64,943)
Other assets 1,761 (1,193)
Proceeds from sale of property 2,606 -
---------- ----------
Net cash used in investing activities (4,028) (77,261)
---------- ----------
Cash flows from financing activities:
Payments on long-term debt (458) (839)
Notes payable to banks 11,662 78,223
Repurchase of manditorily redeemable convertible
preferred stock (375) -
Repurchase of common stock (1,009) (1,035)
Issuance of common stock 106 -
Cash dividends (2,653) (2,675)
---------- ----------
Net cash provided by financing activities 7,273 73,674
---------- ----------
Effect of exchange rate changes (4,889) 400
---------- ----------
Increase in cash and cash equivalents 2,782 1,199
Cash and cash equivalents at
beginning of year 12,966 15,642
---------- ----------
Cash and cash equivalents at end of period $ 15,748 $ 16,841
---------- ----------
---------- ----------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 3,780 $ 2,646
Income taxes $ 8,338 $ 5,603
Exchangeable preferred stock issued for
acquisition $ - $ 15,640
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Six months
ended Fiscal
July 31 Year ended
1998 January 31
COMMON STOCK (unaudited) 1998
----------- ----------
<S> <C> <C>
Beginning balance $ 5,994 $ 6,024
Common stock issued 3
Common stock repurchased (30) (30)
--------- --------
5,967 5,994
--------- --------
ADDITIONAL PAID-IN CAPITAL
Beginning balance 3,711 -
Treasury shares issued for acquisition - 3,711
Common stock issued 103
Common stock repurchased (979) -
--------- --------
2,835 3,711
--------- --------
RETAINED EARNINGS
Beginning balance 109,091 94,561
Net income 12,305 21,040
Cash dividend (2,653) (5,505)
Common stock repurchased - (1,005)
--------- --------
118,743 109,091
--------- --------
CUMULATIVE FOREIGN CURRENCY ADJUSTMENTS
Beginning balance (8,016) (1,142)
Translation adjustments (5,481) (6,874)
--------- --------
(13,497) (8,016)
--------- --------
TREASURY STOCK
Beginning balance (229) (686)
Treasury shares issued for acquisitions - 457
--------- --------
(229) (229)
--------- --------
TOTAL SHAREHOLDERS' EQUITY $ 113,819 $ 110,551
--------- --------
--------- --------
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of this statement.
<PAGE>
CASCADE CORPORATION EXHIBIT 11.
<TABLE>
<CAPTION>
Computation of Earnings Per Share
(In thousands except per share data)
- ------------------------------------------------------------------------------------------------------------------------------------
QUARTER ENDED JULY 31
1998 1997
---------------------------------------- -----------------------------------------
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
(Numerator) (Denominator) (Numerator) (Denominator)
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 5,490 $ 9,705
Less: preferred stock dividend (140) (143)
-------- --------
BASIC EPS
Income available to
common shareholders 5,350 11,843 $ 0.45 9,562 11,860 $ 0.81
------- -------
------- -------
Effect of dilutive securities
Manditorily redeemable convertible
preferred stock 110 1,100 110 1,100
Exchangeable preferred stock 30 305 33 330
Incentive stock options - 33 - -
-------- ------ ------ -------
DILUTED EPS
Income available to common
shareholder plus assumed
conversions $ 5,490 13,281 $ 0.41 $ 9,705 13,290 $ 0.73
-------- ------ ------- -------- ------ -------
-------- ------ ------- -------- ------ -------
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 31
1998 1997
---------------------------------------- ----------------------------------------
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
(Numerator) (Denominator) (Numerator) (Denominator)
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 12,305 $ 12,605
Less: preferred stock dividend (283) (286)
--------- ---------
BASIC EPS
Income available to
common shareholders 12,022 11,852 $ 1.01 12,319 11,876 $ 1.04
------- -------
------- -------
Effect of dilutive securities
Manditorily redeemable convertible
preferred stock 220 1,100 220 869
Exchangeable preferred stock 63 316 66 330
Incentive stock options - 18 - -
--------- ------- ------- -------
DILUTED EPS
Income available to common
shareholder plus assumed
conversions $ 12,305 13,286 $ 0.93 $ 12,605 13,075 $ 0.96
--------- ------- ------- --------- ------- -------
--------- ------- ------- --------- ------- -------
</TABLE>
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries are involved in any
material pending legal proceedings other than environmental litigation
or litigation incidental to the regular course of business. The
company and its subsidiaries are adequately insured against product
liability, personal injury and property damage claims which may arise
occasionally.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The election of directors was the only matter submitted to a
shareholder vote at the Annual Meeting of the Shareholders of the
Company, held May 14, 1998: The vote on each nominee presented
follows:
<TABLE>
<CAPTION>
Nominee Votes For* Votes Withheld
------- ---------- --------------
<S> <C> <C>
J.J. Barclay 10,576,532 47,661
W.J. Harrison 10,576,432 47,761
R.C. Hire 10,574,582 49,411
E. Hoffman 10,571,382 52,811
C.C. Knudsen 10,573,482 50,711
N.R. Lardy 10,576,432 47,761
E.C. Mercier 10,568,732 55,461
J.S. Osterman 10,568,632 55,561
J.B. Schwartz 10,576,132 48,061
N.A. Wilgenbusch 10,572,132 52,061
R.C. Warren, Jr. 10,576,132 48,061
</TABLE>
*includes in each case 1,100,000 votes cast by holder of special
voting share.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(A) EXHIBITS
11. Computation of Earnings Per Share
(B) REPORTS ON FORM 8-K
Cascade Corporation filed no reports on Form 8-K during the
quarter ended July 31, 1998.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1 - COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130, "Reporting Comprehensive Income". The Company has
adopted the standard as of February 1, 1998. Total comprehensive
income consists of the following:
<TABLE>
<CAPTION>
For the quarter ended For the six months ended
July 31 July 31 July 31 July 31
1998 1997 1998 1997
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net income $ 5,490 $ 9,705 $ 12,305 $ 12,605
Foreign currency
translation, net of tax (7,124) (872) (5,481) (3,540)
-------- -------- -------- ---------
Total comprehensive income $ (1,634) $ 8,833 $ 6,824 $ 9,065
-------- -------- -------- ---------
-------- -------- -------- ---------
</TABLE>
Cumulative foreign currency translation adjustments represent the
Company's only other comprehensive income item. The translation
adjustment consists of unrealized gains/losses in accordance with SFAS
No. 52, "Foreign Currency Translation". The Company has no intention
of liquidating the assets of the foreign subsidiaries in the
foreseeable future.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
SIGNATURES
The enclosed financial statements have not been certified by independent
accountants. However, to the best of my knowledge and belief these financial
statements have been prepared in conformity with generally accepted accounting
principles and on a basis substantially consistent with audited financial
statements included in the annual report filed with the Commission for the
preceding fiscal year.
The Company believes that all adjustments, consisting of normal recurring
adjustments, necessary for a fair statement of the results of operations, have
been included.
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.
CASCADE CORPORATION
9/14/98 /s/ Kurt G. Wollenberg
- ------------- ---------------------------------
Date Kurt G. Wollenberg,
Vice President - Finance
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales for the three months ended July 31, 1998 totaled
$105,160,000, an increase of 16.4% compared to sales of $90,340,000 recorded in
the second quarter of 1997. Net income for the second quarter of 1998 was
$5,490,000 ($.41 per share) or 52.5% higher than operating net income of
$3,600,000 ($.27 per share) for the corresponding 1997 period. Reported net
income for the prior year quarter was $9,705,000 ($.73 per share) which included
$6,105,000 ($.46 per share) for an insurance settlement related to environmental
expenses. Expressed as a return on sales, net income for the second three-month
period of 1998 was 5.2% compared to 4.0% for the corresponding 1997 quarter
exclusive of the insurance settlement.
Consolidated net sales for the first six months of 1998 totaled $212,285,000, an
increase of 21.3% compared to sales of $175,065,000 recorded in the first two
quarters of 1997. Net income for the first six months of 1998 before a
previously announced land sale gain was $10,677,000 ($.80 per share), 64.3%
above 1997 net income before the insurance settlements of $6,500,000 ($.50 per
share). Year to date net income including non recurring items was $12,305,000
($.93 per share), compared to $12,605,000 ($.96 per share) in 1997.
The lift truck industry remains exceptionally strong in North American markets.
Factory orders for new trucks continue at very high levels, and the resulting
original equipment manufacturer (OEM) backlogs suggest that demand for
attachments, forks and tires will remain high into next year. European OEM
shipments continue to improve and the Company continues to experience improved
performance in this important market.
Recent Asian and Eastern European economic disruptions are a concern, but the
Company's exposure in these markets is limited. Management continues to believe
that long-term prospects in these markets are for significant growth, and the
Company intends to continue to be in position to serve them.
Cost of sales during the second quarter of 1998 and 1997 was $73,085,000 and
$62,445,000, respectively. For the second quarter of 1998 and 1997, cost of
sales as a percentage of net sales was 69.5% and 69.1%. For the year to date
through July 31, 1998 and 1997, cost of sales as a percentage of net sales was
69.1% and 68.9%. During the first and second quarters of 1998 the Company has
implemented selected price increases. The Company continues to concentrate on
manufacturing cost reduction and improving manufacturing methods and processes.
These steps have lowered cost of sales as a percentage of net sales.
Nevertheless, these gains have been offset by changes in product mix related to
stronger OEM sales.
Depreciation and amortization expense increased to $5,235,000, 5.0% of net sales
during the second quarter of 1998 from $4,870,000, and 5.4% of net sales for the
prior year
<PAGE>
period. For the six months through July 31, 1998 depreciation and amortization
expense was $10,640,000, 5.0% of sales compared with $10,025,000, and 5.7% of
sales for the prior year period. Amortization of the goodwill from the
purchase of Kenhar Corporation did not commence until April 1997. As a
result, the 1997 year to date depreciation and amortization expense is lower
than the 1998 amount.
The Company's selling and administrative expenses for the second quarter of 1998
were $17,535,000, 16.7% of net sales versus $15,300,000, 16.9% of net sales
during the year earlier period. Year to date selling and administrative expense
was $35,135,000, 16.6% compared with $30,710,000, 17.5% for 1997. The 1998
results reflect the implementation of strict cost controls imposed to reduce
selling and administrative expenses as a percentage of revenues.
Second quarter 1998 interest expense of $2,625,000 was lower than the $2,960,000
recorded in the 1997 period as a result of refinancing existing debt at more
favorable interest rates. For the six months ended July 31, 1998 interest
expense of $5,185,000 is higher than the $4,475,000 interest expense recorded
through July 31, 1997 because the acquisition debt was not outstanding during
the entire 1997 period.
Other income and expense for the second quarter of 1998 of $1,270,000 includes
currency translation gains recorded as a result of the strengthening US dollar.
The year to date other income and expense account of $3,290,000 includes a
pre-tax gain of $2,505,000 from the sale of an undeveloped parcel of land
recorded in the first quarter.
The effective tax rate for the quarter was 32% compared with 33.8% for the
second quarter of 1997. For the six months ended July 31, 1998 and 1997 the
effective tax rates were 32.4% and 33.8%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended July 31, 1998, the Company generated $4,426,000 in
cash from operating activities compared with $4,386,000 for 1997. Cash and cash
equivalents at the end of the second quarter of 1998 totaled $15,748,000.
The Company's total long and short-term debt to equity ratio was 1.51 to 1.00
and working capital was $88,039,000 at July 31, 1998. As of July 31, 1998, the
Company had revolving loan commitments with commercial banks totaling
$131,868,000 of which $47,013,000 was unused. The Company believes its
available cash and credit facilities are more than sufficient to meet its
short-term requirements.
For the six months ended July 31, 1998, capital expenditures totaled $8,395,000
compared with $11,125,000 purchased during the corresponding 1997 period.
Capital expenditures for new facilities, machinery, equipment and tooling over
the preceding five years totaled approximately $78,031,000. Planned capital
expenditures for 1998 are estimated at $16,336,000 and include $5,815,000 for
implementation of an enterprise-wide software system to link all of the
Company's core business systems. Implementation will be phased-in throughout
the operating units with final completion
<PAGE>
scheduled for fiscal 2000. The Company plans to use cash generated from
operations and existing credit facilities to fund 1998 capital expenditures.
During the second quarter and for the six months ended July 31, 1998, the U.S.
dollar strengthened significantly against most major currencies included in the
Company's financial consolidations. As a result, the cumulative translation
adjustment in the consolidated balance sheet has decreased $7,124,000 ($.54 per
share) for the quarter and $5,481,000 ($.41 per share) for the six months ended
July 31, 1998.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Some of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, ship
product or engage in any number of similar business activities.
Based on its own assessment, the Company determined that it would need to modify
or replace portions of its software so that its computer systems will properly
utilize dates beyond December 31, 1999. The Company presently believes that
with modifications to existing software and conversions to new software, the
Year 2000 Issue can be mitigated. However, if such modifications and
conversions are not made, or not completed timely, the Year 2000 issue could
have a material impact on the operations of the Company.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
Issue. There can be no guarantee that the systems of other companies on which
the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company. The
Company has determined that it has no exposure to contingencies related to the
Year 2000 Issue for the products it has sold.
The Company has initiated the implementation of an enterprise-wide resource
planning (ERP) software system to link all of its core business systems
throughout the Company. This implementation was the result of normal business
migration to improved and expanded software systems to increase the Company's
ability to improve its operational efficiency, reduce costs and enhance overall
quality. As part of this implementation, the Company will also replace those
software systems that will encounter the Year 2000 Issue. The Company plans to
complete the ERP project in the year 2000 and will complete those portions of
the project that will address the Year 2000 Issue in 1999. The total
cost of the ERP project is estimated at $10,000,000 and is being funded through
leases and operating cash flows.
<PAGE>
Actual project costs incurred through the end of the second quarter of 1998
total approximately $3,597,000.
The costs of the project and the date on which the Company plans to complete the
Year 2000 modifications are based on management's best estimates which were
derived utilizing numerous assumptions of future events including the continued
availability of certain resources, third party modifications, plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes and similar uncertainties.
FORWARD-LOOKING STATEMENTS
Forward-looking statements throughout this report are based upon assumptions
involving a number of risks and uncertainties. Factors which could cause actual
results to differ materially from these forward-looking statements include, but
are not limited to competitive factors in, and the cyclical nature of, the lift
truck industry; fluctuations in lift truck orders or deliveries, availability
and cost of raw materials; general business and economic conditions in North
America, Europe and Asia; foreign currency fluctuations; effectiveness of the
Company's cost reduction initiatives; and the Company's success in
organizationally and operationally integrating recently acquired businesses.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> JUL-31-1998
<CASH> 15,748
<SECURITIES> 0
<RECEIVABLES> 72,282
<ALLOWANCES> 725
<INVENTORY> 62,263
<CURRENT-ASSETS> 157,432
<PP&E> 207,983
<DEPRECIATION> 106,843
<TOTAL-ASSETS> 361,887
<CURRENT-LIABILITIES> 69,393
<BONDS> 144,834
4,575
15,640
<COMMON> 5,967
<OTHER-SE> 107,852
<TOTAL-LIABILITY-AND-EQUITY> 361,887
<SALES> 212,285
<TOTAL-REVENUES> 212,285
<CGS> 146,720
<TOTAL-COSTS> 192,475
<OTHER-EXPENSES> (3,290)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,185
<INCOME-PRETAX> 18,210
<INCOME-TAX> 5,905
<INCOME-CONTINUING> 12,305
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,305
<EPS-PRIMARY> 1.01
<EPS-DILUTED> .93
</TABLE>
