<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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 March 28, 1998
OR
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 1-9118
----------------
PRINTPACK, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0673779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4335 Wendell Drive, S.W., Atlanta, Georgia 30336
(Address of principal executive offices) (Zip Code)
(404) 691-5830
(Registrant's telephone number, including area code)
Not applicable
(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 CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.
Total number of shares of outstanding stock (net of shares held in treasury)
as of May 1, 1998:
<TABLE>
<S> <C>
Common stock.................................4,218,560
</TABLE>
================================================================================
<PAGE> 2
PRINTPACK, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at
March 28, 1998 and June 28, 1997
Statements of Operations
for the 39 weeks ended
March 28, 1998 and March 29, 1997
Statements of Operations
for the 13 weeks ended
March 28, 1998 and March 29, 1997
Statements of Cash Flows
for the 39 weeks ended
March 28, 1998 and March 29, 1997
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibit
Signatures
Exhibit 27 Financial Data Schedule
<PAGE> 3
PRINTPACK, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 28, JUNE 28,
1998 1997
---------------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 334 $ 1,140
Trade accounts receivable, less allowance for doubtful accounts of $824 and $852 68,711 76,075
Inventories 85,070 90,074
Prepaid expenses and other current assets 17,910 23,251
Net assets held for sale 6,992 8,673
Deferred income taxes 1,662 2,260
---------------------------
Total current assets 180,679 201,473
Property, plant and equipment, net 356,336 353,094
Goodwill, less accumulated amortization of $16,625 and $13,065 63,443 67,004
Other assets 27,380 28,939
Deferred income taxes 1,477 --
---------------------------
$ 629,315 $ 650,510
===========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 57,160 $ 55,999
Accrued severance and restructuring costs 836 3,574
Accrued salaries, wages, benefits and bonuses 14,070 15,333
Current maturities of long-term debt 22,000 16,000
Short-term borrowings under lines of credit 9,020 3,831
---------------------------
Total current liabilities 103,086 94,737
Long-term debt 292,000 312,000
Subordinated long-term debt 210,384 210,384
Other long-term liabilities 26,354 27,413
Deferred income taxes -- 2,434
---------------------------
Total liabilities 631,824 646,968
---------------------------
Shareholders' equity (deficiency)
Common stock, no par value, 5,000,000 shares authorized, 4,218,560
shares issued and outstanding 1,011 1,011
Additional paid-in capital 6,687 6,687
Accumulated deficit (10,207) (4,156)
---------------------------
Total shareholders' equity (deficiency) (2,509) 3,542
---------------------------
Commitments and contingencies -- --
---------------------------
$ 629,315 $ 650,510
===========================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 4
PRINTPACK, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
39 WEEKS 39 WEEKS
ENDED ENDED
MARCH 28, MARCH 29,
1998 1997
-------------------------------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C>
Net sales $ 614,587 $ 561,004
Cost of goods sold 527,978 496,254
Write-off of margin on acquired inventory -- 7,296
-------------------------------
Gross margin 86,609 57,454
Selling, administrative and research and development expenses 54,517 47,391
Amortization of intangible assets 3,560 2,240
-------------------------------
Income from operations 28,532 7,823
Other (income) expense
Interest expense 38,545 32,850
Undistributed loss from equity investment 275 627
Other, net (898) 232
-------------------------------
Loss before benefit for income taxes (9,390) (25,886)
Benefit for income taxes (3,339) (5,810)
-------------------------------
Loss before extraordinary item (6,051) (20,076)
Extraordinary item --- Loss on early extinguishment of debt (net
of income tax benefit of $999) -- 1,631
-------------------------------
Net loss $ (6,051) $ (21,707)
===============================
Net loss per common share $ (1.43) $ (5.15)
Weighted average number of shares outstanding used in
calculation of net income per common share 4,218,560 4,218,560
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 5
PRINTPACK, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
13 WEEKS 13 WEEKS
ENDED ENDED
MARCH 28, MARCH 29,
1998 1997
-------------------------------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C>
Net sales $ 207,412 $ 209,394
Cost of goods sold 172,276 179,078
-------------------------------
Gross margin 35,136 30,316
Selling, administrative and research and development expenses 17,939 16,672
Amortization of intangible assets 1,187 1,002
-------------------------------
Income from operations 16,010 12,642
Other (income) expense
Interest expense 12,759 13,336
Undistributed loss from equity investment 150 84
Other, net (615) 675
-------------------------------
Income (loss) before provision for income taxes 3,716 (1,453)
Provision for income taxes 1,318 455
-------------------------------
Net income (loss) $ 2,398 $ (1,908)
===============================
Net income (loss) per common share $ 0.57 $ (0.45)
Weighted average number of shares outstanding used in
calculation of net income per common share 4,218,560 4,218,560
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 6
PRINTPACK, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
39 WEEKS 39 WEEKS
ENDED ENDED
MARCH 28, MARCH 29,
1998 1997
--------------------------------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C>
Operating activities
Net loss $ (6,051) $ (21,707)
Depreciation and amortization 37,918 37,808
Write-off of margin on acquired inventory -- 7,296
Other 11,842 (12,509)
---------------------------
Net cash provided by operating activities 43,709 10,888
---------------------------
Investing activities
Purchases of property, plant and equipment (37,160) (17,519)
Proceeds from sale of property, plant and equipment 1,456 1,897
Payment for purchase of JR Flexible -- (369,775)
---------------------------
Net cash used in investing activities (35,704) (385,397)
---------------------------
Financing activities
Principal payments on long-term debt (12,000) (158,013)
Proceeds from issuance of long-term debt -- 470,000
Net borrowings (repayments) under revolving credit facility -- 35,000
Net borrowings (repayments) under receivable securization
facility (2,000) 46,000
Net borrowings (repayments) on lines of credit 5,189 (1,117)
Debt prepayment premiums and debt issuance costs -- (17,252)
---------------------------
Net cash provided by (used in) financing activities (8,811) 374,618
---------------------------
Increase (decrease) in cash and cash equivalents (806) 109
Cash and cash equivalents, beginning of period 1,140 242
---------------------------
Cash and cash equivalents, end of period $ 334 $ 351
===========================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 7
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 28, 1998
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Printpack,
Inc. ("Printpack" or "Company") have been prepared by Company management and are
presented on a basis in accordance with the accounting policies stated in the
June 28, 1997 and June 29, 1996 financial statements and should be read in
conjunction with the Notes to Financial Statements appearing therein. As
described in the above noted financial statements, effective July 1996, the
Company was legally reorganized. As such, the Company's shareholders' equity has
been presented to reflect the reorganization. In the opinion of Printpack
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of such financial statements have been
included in the accompanying interim financial statements. The results of
operations for the 13 week and 39 week periods ended March 28, 1998 are not
necessarily indicative of the results to be expected for the full fiscal year.
2. ACQUISITION
The accompanying unaudited interim financial statements include certain
assets and liabilities and operating results of certain operations acquired from
James River Corporation of Virginia's ("James River") Flexible Packaging
Business ("JR Flexible") as of August 22, 1996. The acquisition was accounted
for using the purchase method of accounting. Accordingly, the purchase price of
approximately $370 million includes approximately $10 million of severance and
other exit costs primarily associated with the closing of the San Leandro and
Dayton plants, and approximately $1 million in other acquisition costs, and has
been allocated on the basis of the estimated fair value of the assets acquired
and liabilities assumed. The purchase price was allocated as follows:
<TABLE>
<S> <C>
Working capital, other than cash................................ $ 58,737
Property, plant, and equipment.................................. 250,810
Goodwill........................................................ 43,851
Other intangibles............................................... 26,500
Other liabilities assumed....................................... (10,123)
---------
Total purchase price............................................ $ 369,775
=========
</TABLE>
This allocation has resulted in goodwill of approximately $43.9 million
and other intangibles of approximately $26.5 million, which are being amortized
on a straight-line basis over 15 years.
Accruals related to the closure of the two plants represent Company
management's best estimate of the anticipated costs to be incurred. The net
assets of these facilities are recorded as Net Assets Held for Sale in the
Company's balance sheets.
<PAGE> 8
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
Pro forma results, as if the acquisition transaction occurred on June
29, 1996, are as follows:
<TABLE>
<CAPTION>
39 Weeks
Ended
March 29,
1997
--------------
(in thousands)
<S> <C>
Net Sales............................................... $ 623,945
Loss before extraordinary item.......................... (13,146)
Net loss................................................ (14,777)
</TABLE>
The pro forma presentation is not necessarily indicative of either the
results of operations that would have occurred had the acquisition taken place
at the beginning of the period or of future results of the Company.
3. INCOME TAXES
Printpack's effective income tax rate, exclusive of the one time charge
described below was approximately 36% and 38%, respectively, for the 39 weeks
ended March 28, 1998 and March 29, 1997. Effective June 30, 1996, Printpack
Enterprises, Inc. elected to change its Subchapter S tax election to be taxed as
a Subchapter C corporation. The charge as a result of the change in tax status
was approximately $4.0 million, which is reflected in the results of operations
for the 39 weeks ended March 29, 1997.
The Company paid no income taxes during the 39 weeks ended March 28,
1998 and March 29, 1997 due to the expected loss.
4. INVENTORIES
Inventories are stated at the lower of cost or current market value.
Cost is determined using the last-in, first-out (LIFO) method.
Inventories are summarized as follows:
<TABLE>
<CAPTION>
March 28, June 28,
1998 1997
-------------- --------------
(in thousands) (in thousands)
<S> <C> <C>
Raw materials...................................................... $ 31,805 $ 35,733
Work-in-process.................................................... 9,420 9,070
Finished goods..................................................... 60,597 62,004
--------- ---------
101,822 106,807
Reduction to state inventories at last-in, first-out cost (LIFO) (16,752) (16,733)
--------- ---------
Total inventories.............................................. $ 85,070 $ 90,074
========= =========
</TABLE>
<PAGE> 9
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
5. CONTINGENCIES
Printpack is subject to legal proceedings and other claims which arise
in the ordinary course of business. In the opinion of management, the outcome of
these actions will not materially affect the financial position, results of
operations or cash flows of the Company.
6. DEBT AND EXTRAORDINARY ITEM
During the first quarter of fiscal 1997, the Company completed a
refinancing arrangement contemporaneously with the acquisition of certain
manufacturing facilities from James River. This refinancing provided for the
issuance of approximately $200 million senior subordinated notes bearing
interest at 10 5/8% due 2006 and the issuance of approximately $100 million of
senior notes bearing interest at 9 7/8% due 2004. In addition, the Company also
received approximately $170 million from the proceeds of a term loan and
established a revolving credit facility of approximately $105 million with a
bank syndicate.
On August 22, 1996, the Company created a wholly owned, bankruptcy
remote, special purpose subsidiary, Flexible Funding Corp. ("Flexible Funding"),
for the sole purpose of facilitating financing transactions for the Company. The
Company contributed approximately $100,000 of trade receivables in exchange for
the equity in Flexible Funding. Subsequently, Flexible Funding entered into a
revolving line of credit facility with a bank (the "Facility"). The Facility
allows Flexible Funding to draw a maximum of $50 million on the established line
of credit through August 20, 2001, on a revolving basis, through note agreements
bearing interest at a negotiated rate. The line of credit is collateralized by
100% of the trade receivables of Flexible Funding. To complete the financing of
the James River acquisition noted above, the Company received approximately $23
million of proceeds from the initial borrowing under the arrangement. At March
28, 1998 and June 28, 1997, the Company had $44,000,000 and $46,000,000,
respectively, of notes outstanding under the facility, collateralized by
approximately $70 million and $77 million, respectively, in trade receivables.
As a result of this debt restructuring, the Company incurred prepayment
fees and recognized an extraordinary loss of approximately $1,631,000, net of
applicable income tax benefit of $999,000, in the Company's results of
operations for the 39 weeks ended March 29, 1997.
<PAGE> 10
PRINTPACK, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations of
Printpack for the 39 weeks and for the thirteen weeks ended March 28, 1998 is
compared to the same time periods in fiscal 1997. The discussion and analysis of
Printpack's financial condition compares its condition at March 28, 1998 to June
28, 1997. The periods prior to the acquisition of JR Flexible do not reflect the
significant effects of either the acquisition or the financing activities
necessary to consummate the acquisition.
RESULTS OF OPERATIONS
Thirty-nine weeks ended March 28, 1998 compared to March 29, 1997
Net Sales. Net sales increased $53.6 million or 9.6% to $614.6 million
in the fiscal 1998 period from $561.0 million in the corresponding period of
fiscal 1997 due primarily to sales to both new and existing customers resulting
from the acquisition completed on August 22, 1996. Sales volume growth, other
than from the acquisition, was customary. Price changes to customers during the
period were insignificant.
Gross Margin. Cost of goods sold increased $31.7 million or 6.4% to
$528.0 million in fiscal 1998 from $496.3 million in fiscal 1997. Cost of goods
sold decreased to 85.9% of net sales in fiscal 1998 from 88.5% in fiscal 1997,
primarily due to lower manufacturing costs in fiscal 1998 in the plants acquired
from JR Flexible. Additionally, in fiscal 1997 parts of the acquisition purchase
price were allocated to finished goods and to maintenance materials and machine
spare parts inventory. As the acquired finished goods were sold over
approximately ten weeks subsequent to the acquisition, the allocation in excess
of its cost was amortized and recorded separately in the income statement. Such
costs will not continue in subsequent periods. Gross margin, consequently,
increased $29.2 million or 50.7% to $86.6 million in fiscal 1998 from $57.5
million in fiscal 1997.
Operating Expenses. Selling, administrative and research and
development expenses increased $7.1 million or 15.0% to $54.5 million in fiscal
1998 from $47.4 million in fiscal 1997, primarily due to additional personnel
and related costs. Selling, administrative and research and development expenses
as a percentage of net sales increased to 8.9% in fiscal 1998 from 8.5% in
fiscal 1997 as a result of additional expenses incurred in fiscal 1998.
Operating Income. Income from operations increased $20.7 million to
$28.5 million in fiscal 1998 compared to $7.8 million in the corresponding
period of fiscal 1997. The increase was due to higher gross margins, offset by
higher selling, administrative and research and development expenses, as
described above.
Other Income and Expense. Interest expense increased $5.7 million or
17.3% to $38.5 million in fiscal 1998 from $32.9 million in fiscal 1997
primarily due to borrowings incurred in connection with the acquisition on
August 22, 1996 (borrowings were in place for only 31 of the 39 weeks ended
March 29, 1997).
Income Taxes. An income tax benefit of $3.3 million was realized in
fiscal 1998 compared to a benefit of $5.8 million in fiscal 1997. The effective
income tax rate exclusive of the one time charge described below was 36% in
fiscal 1998 and 38% in fiscal 1997.
Effective June 30, 1996, Printpack Enterprises, Inc. elected to change
its Subchapter S tax election to be taxed as a Subchapter C corporation. The
charge as a result of the change in tax status was approximately $4.0 million,
which is reflected in the results of operations for the 39 weeks ended March 29,
1997.
In fiscal 1997 the Company incurred debt prepayment fees of $1.6
million, net of the applicable tax benefit, on its indebtedness refinanced in
conjunction with the acquisition.
<PAGE> 11
Employees. At March 28, 1998, the Company had approximately 3,600
employees, of which approximately 1,000 at five manufacturing facilities are
covered by collective bargaining agreements. The Company considers relations
with its employees to be generally good, and labor contracts were recently
renegotiated in all of its covered facilities, including the Greensburg, Indiana
plant. A strike by the 380 employees at the Greensburg facility began in the
last week of June 1997 and lasted until September 12, 1997. During the quarter
ended December 27, 1997, the Company completed the negotiation of a collective
bargaining agreement with the union representing the Greensburg employees.
Thirteen weeks ended March 28, 1998 compared to March 29, 1997
Net Sales. Net sales decreased $2.0 million or 0.9% to $207.4 million
in the fiscal 1998 period from $209.4 million in the fiscal 1997 period due
primarily to lost sales resulting from the closing of the San Leandro and Dayton
plants. Changes in sales volume were negligible, and price changes to customers
during the period were insignificant.
Gross Margin. Cost of goods sold decreased $6.8 million or 3.8% to
$172.3 million in fiscal 1998 from $179.1 million in fiscal 1997. Cost of goods
sold decreased to 83.1% of net sales in fiscal 1998 from 85.5% in fiscal 1997,
primarily due to lower manufacturing costs in the plants acquired from JR
Flexible. Gross margin, consequently, increased $4.8 million or 15.9% to $35.1
million in fiscal 1998 from $30.3 million in fiscal 1997.
Operating Expenses. Selling, administrative and research and
development expenses increased $1.3 million or 7.6% to $17.9 million in fiscal
1998 from $16.7 million in fiscal 1997, primarily due to additional personnel
and related costs. Selling, administrative and research and development expenses
as a percentage of net sales increased to 8.6% in fiscal 1998 from 8.0% in
fiscal 1997 as a result of additional expenses incurred in fiscal 1998.
Operating Income. Income from operations increased $3.4 million to
$16.0 million in fiscal 1998 compared to $12.6 million in fiscal 1997. The
increase was due to higher gross margins, offset by higher selling,
administrative and research and development expenses as described above.
Other Income and Expense. Interest expense decreased $0.6 million or
4.3% to $12.8 million in fiscal 1998 from $13.3 million in fiscal 1997 primarily
due to decreased borrowings resulting from scheduled debt amortization payments.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $43.7 million in the
first 39 weeks of fiscal 1998 compared to $10.9 million in the corresponding
period of fiscal 1997. After adding back depreciation and amortization, the
Company's operations provided $31.9 million in cash in the first 39 weeks of
fiscal 1998 compared to $16.1 million in the corresponding period of fiscal
1997. An additional $11.8 million in the fiscal 1998 period, primarily from
reductions in working capital, was provided compared to a use of $5.2 million in
the corresponding period of fiscal 1997. Depreciation and amortization for the
thirteen weeks ended March 28, 1998 were $12.8 million compared to $14.0 million
for the thirteen weeks ended March 29, 1997.
Capital expenditures were $37.2 million in the first 39 weeks of fiscal
1998 compared to $17.5 million in the corresponding period of fiscal 1997,
excluding the acquisition of JR Flexible, for which the finalized payment was
$369.8 million. Management estimates its maintenance capital expenditures for
fiscal 1998 will be approximately $15 million and total capital expenditures
will approximate $47 million.
Financing activities in fiscal 1998 were negligible but were
substantial in the first 39 weeks of fiscal 1997 in connection with the
acquisition. In the fiscal 1997 period, $158.0 million of principal was repaid,
along with $17.3 million in prepayment premiums and issuance costs, from the
proceeds of $470 million of senior and senior subordinated notes, $35 million in
a revolving credit facility and $46 million in a receivable
<PAGE> 12
securitization facility. Total outstanding debt at March 28, 1998 of
approximately $533.4 million included $223.0 million of floating rate and $310.4
million of fixed rate obligations. At March 28, 1998 the Company had
approximately $86 million available for borrowings under its credit agreements.
The Company's primary liquidity needs are for capital expenditures,
debt service and working capital and its primary sources of liquidity are cash
flows from operations and borrowings under its existing bank credit facilities.
The Company uses borrowings under its bank credit facilities to meet seasonal
fluctuations in working capital requirements, which generally peak during
January through March when sales volumes generally are lowest. The Company
believes that its sources of liquidity will be adequate to meet its anticipated
requirements for liquidity for at least the next twelve months.
YEAR 2000 COMPLIANCE
The Company is in the process of improving its computer systems and software
applications to accommodate the "Year 2000" changes necessary to permit correct
recording of yearly dates for 2000 and later years, but does not expect that the
cost of its compliance will be material to its financial condition or results of
operations. While the consequences of an incomplete or untimely resolution of
the Year 2000 issue could have an adverse effect on the future financial results
of the Company, management expects this issue will be satisfactorily resolved
well before the year 2000.
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective January 26, 1998, the following persons were elected
as the directors of Printpack, Inc. without a meeting by means of the
written consent of the holders of a majority of the outstanding shares
of common stock of Printpack, Inc.:
Hugh M. Chapman
Daniel K. Frierson
Gay M. Love
Dennis M. Love
James E. Love III
William J. Love
C. Keith Love
Roy Richards, Jr.
Timothy C. Tuff
L. Neil Williams, Jr.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule (Filed Electronically)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE> 14
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.
PRINTPACK, INC.
Dated: May 11, 1998 By: /s/ R. Michael Hembree
---------------------------------------
R. Michael Hembree
Vice President-Finance
(Principal Financial Officer and a duly
authorized officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF PRINTPACK, INC. FOR THE NINE MONTHS ENDED MARCH 28, 1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-27-1998
<PERIOD-START> JUN-29-1997
<PERIOD-END> MAR-28-1998
<CASH> 334,000
<SECURITIES> 0
<RECEIVABLES> 69,535,000
<ALLOWANCES> 824,000
<INVENTORY> 85,070,000
<CURRENT-ASSETS> 180,679,000
<PP&E> 587,858,000
<DEPRECIATION> 231,522,000
<TOTAL-ASSETS> 629,315,000
<CURRENT-LIABILITIES> 103,086,000
<BONDS> 460,384,000
0
0
<COMMON> 1,011,000
<OTHER-SE> (3,520,000)
<TOTAL-LIABILITY-AND-EQUITY> 629,315,000
<SALES> 614,587,000
<TOTAL-REVENUES> 614,587,000
<CGS> 527,978,000
<TOTAL-COSTS> 527,978,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 833,000
<INTEREST-EXPENSE> 38,545,000
<INCOME-PRETAX> (9,390,000)
<INCOME-TAX> 3,339,000
<INCOME-CONTINUING> (6,051,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,051,000)
<EPS-PRIMARY> (1.43)
<EPS-DILUTED> (1.43)
</TABLE>
