<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______
FORM 10-Q
QUARTERLY REPORT
_______
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_______
for quarter ended August 30, 1997
_______
REGISTRANT: CLARCOR Inc. (Delaware)
_______
<PAGE> 2
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended August 30, 1997 Commission File Number 1-11024
CLARCOR Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-0922490
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125
- ---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 815-962-8867
------------
No Change
--------------------------------------------------------------------------
(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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
16,154,082 common shares outstanding
------------------------------------
Page 1 of 13
<PAGE> 3
Part I - Item 1
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
Restated
August 30, November 30,
ASSETS 1997 1996
------------ -------------
(unaudited) (See Note 2)
<S> <C> <C>
Current assets:
Cash and short-term cash investments $ 18,228 $ 18,827
Accounts receivable, less allowance for losses
of $2,330 for 1997 and $2,007 for 1996 62,346 58,739
Inventories:
Raw materials 18,689 19,549
Work in process 8,715 11,663
Finished products 32,945 25,675
---------- ----------
Total inventories 60,349 56,887
---------- ----------
Prepaid expenses 1,642 2,391
Other current assets 3,662 3,882
---------- ----------
Total current assets 146,227 140,726
---------- ----------
Plant assets, at cost 181,733 175,950
less accumulated depreciation (98,840) (91,425)
---------- ----------
82,893 84,525
---------- ----------
Marketable equity securities, at fair value - 3,292
Excess of cost over fair value of assets acquired,
less accumulated amortization 15,474 15,503
Pension assets 13,949 12,453
Other noncurrent assets 11,246 10,520
---------- ----------
$ 269,789 $ 267,019
========== ==========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 1,152 $ 7,625
Accounts payable 21,199 20,366
Income taxes 4,536 3,984
Accrued and other liabilities 22,451 19,322
---------- ----------
Total current liabilities 49,338 51,297
---------- ----------
Long-term debt, less current portion 37,770 43,449
Long-term pension liabilities 7,620 6,607
Other long-term liabilities 9,029 10,077
Minority interest 981 908
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 16,154 15,956
Retained earnings 148,749 138,210
Other shareholders' equity 148 515
---------- ----------
165,051 154,681
---------- ----------
$ 269,789 $ 267,019
========== ==========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 2 of 13
<PAGE> 4
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
Restated Restated
August 30, August 31, August 30, August 31,
1997 1996 1997 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 104,636 $ 99,134 $ 288,278 $ 271,688
Cost of sales 72,525 70,590 201,793 192,656
-------------- -------------- -------------- --------------
Gross profit 32,111 28,544 86,485 79,032
Selling and administrative expenses 18,576 16,957 53,737 49,749
Merger related expenses - - 2,972 -
-------------- -------------- -------------- --------------
Operating profit 13,535 11,587 29,776 29,283
-------------- -------------- -------------- --------------
Other income (expense):
Interest expense (623) (847) (2,063) (2,817)
Interest income 247 169 706 643
Gain on sale of investment in marketable securities - - 1,706 -
Other, net (189) 111 (243) (135)
-------------- -------------- -------------- --------------
(565) (567) 106 (2,309)
-------------- -------------- -------------- --------------
Earnings before income taxes and minority
interests in earnings of subsidiaries 12,970 11,020 29,882 26,974
Provision for income taxes 4,848 4,024 11,634 9,893
-------------- -------------- -------------- --------------
Earnings before minority interests in earnings of
subsidiaries 8,122 6,996 18,248 17,081
Minority interests in earnings of subsidiaries (37) (53) (98) (109)
-------------- -------------- -------------- --------------
Net earnings $ 8,085 $ 6,943 $ 18,150 $ 16,972
============== ============== ============== ==============
Net earnings per common share $ 0.50 $ 0.44 $ 1.13 $ 1.07
============== ============== ============== ==============
Average number of common shares outstanding 16,144,350 15,951,516 16,066,954 15,933,470
============== ============== ============== ==============
Dividends paid per share $ 0.1625 $ 0.1600 $ 0.4875 $ 0.4800
============== ============== ============== ==============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 3 of 13
<PAGE> 5
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
________
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------
Restated
August 30, August 31,
1997 1996
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 18,150 $ 16,972
Depreciation and amortization 9,114 8,086
Gain on sale of investment in marketable securities (1,706) -
Changes in assets and liabilities (2,117) (20,377)
Other, net (234) (209)
--------- ----------
Net cash provided by operating activities 23,207 4,472
--------- ----------
Cash flows from investing activities:
Proceeds from sale of investment 3,322 -
Business acquisitions, net of cash acquired (796) (1,358)
Investment in affiliate (36) (340)
Additions to plant assets (7,524) (18,498)
Disposition of plant assets 408 2,509
--------- ----------
Net cash used in investing activities (4,626) (17,687)
--------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 1,000 9,870
Reduction of long-term debt (13,739) (6,400)
Purchase of treasury stock - (430)
Cash dividends paid (7,616) (7,100)
Other, net 1,255 426
--------- ----------
Net cash used in financing activities (19,100) (3,634)
--------- ----------
Net effect of exchange rate changes on cash (80) (15)
--------- ----------
Net change in cash and short-term cash investments (599) (16,864)
Cash and short-term cash investments,
beginning of period 18,827 19,791
--------- ----------
Cash and short-term cash investments,
end of period $ 18,228 $ 2,927
========= ==========
Cash paid during the period for:
Interest $ 2,563 $ 3,007
========= ==========
Income taxes $ 10,300 $ 9,074
========= ==========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 4 of 13
<PAGE> 6
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. BUSINESS COMBINATION AND MERGER RELATED COSTS
On February 28, 1997, the Company completed its acquisition of United Air
Specialists, Inc. (UAS), a manufacturer of air quality equipment based in
Cincinnati, Ohio. The Company issued 1,081,741 shares of its common stock in
exchange for all the shares of UAS stock. Additional shares of its common
stock (approximately 127,590 shares) will be issued upon exercise of UAS
options. The transaction has been structured as a statutory merger
accounted for as a pooling of interests. As a result of the acquisition,
UAS became a subsidiary of the Company.
Under the requirements of the pooling of interests accounting treatment, the
consolidated condensed financial statements for the periods presented have
been restated (except for cash dividends declared per share, which represent
the historical dividends declared by the Company) to include the results of
operations, cash flows, and financial positions of UAS. UAS' fiscal
year-end for all periods presented has been changed to the Saturday closest
to November 30. Therefore, the Company's restated consolidated financial
statements for fiscal 1996 include UAS for the period beginning December 1,
1995, and ending on November 30, 1996. Certain prior period amounts for UAS
have been reclassified to conform with the presentation of such data by the
Company. UAS' net sales and net earnings for the nine months and quarter
ended August 31, 1996 were $29.1 million and $.7 million, and $10.2 million
and $.4 million, respectively.
No intercompany transactions existed between the two companies during the
periods presented. A one-time pre-tax charge of $3 million ($2.4 million
net of tax) covering the costs of the merger includes legal and professional
fees, non-compete agreements, and costs to integrate the businesses of the
two companies.
2. CONSOLIDATED FINANCIAL STATEMENTS
The November 30, 1996 restated consolidated balance sheet data was derived
from CLARCOR's year-end financial statements and UAS' unaudited November 30,
1996 balance sheet, but does not include all disclosures required by
generally accepted accounting principles. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or
omitted.
The consolidated balance sheet as of August 30, 1997, the consolidated
statements of earnings and the consolidated statements of cash flows for the
periods ended August 30, 1997, and August 31, 1996, have been prepared by
the Company without audit and include the results of UAS for the identical
three and nine month periods, as applicable. The financial statements have
been prepared on the same basis as those in the Company's November 30, 1996
annual report to shareholders. In the opinion of management, all
Page 5 of 13
<PAGE> 7
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited) Continued
2. CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and cash flows
have been made.
The results of operations for the period ended August 30, 1997 are not
necessarily indicative of the operating results for the full year.
3. RECLASSIFICATION
Certain amounts within the financial statements have been reclassified to
conform to the current period presentation. The reclassification had no
effect on retained earnings or net income as previously reported.
4. SEGMENT DATA
The Company operates in three principal product segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration, and Consumer Products.
The segment data for the three-month and nine-month periods ended August
30, 1997 and August 31, 1996, respectively, are shown below. Net sales
represent sales to unaffiliated customers, as reported in the consolidated
condensed statements of earnings. Intersegment sales were not material.
The information below has been restated to reflect the current segment
groupings.
<TABLE>
<CAPTION>
1997 1996
------------------------ -----------------------
Quarter Quarter
Ended Nine Ended Nine
(Dollars in Thousands) August 30 Months August 31 Months
------------------------ -----------------------
<S> <C> <C> <C> <C>
NET SALES BY SEGMENT:
Engine/Mobile Filtration $ 54,247 $154,126 $ 49,213 $143,295
Industrial/Environmental Filtration 29,250 81,229 27,444 76,510
Consumer Products 21,139 52,923 22,477 51,883
------------------------ -----------------------
$104,636 $288,278 $ 99,134 $271,688
======================== =======================
OPERATING PROFIT BY SEGMENT:
Engine/Mobile Filtration $ 9,528 $ 24,875 $ 7,767 $ 22,123
Industrial/Environmental Filtration 1,435 2,421 1,338 2,587
Consumer Products 2,572 5,452 2,482 4,573
------------------------ -----------------------
13,535 32,748 11,587 29,283
Merger related expenses - (2,972) - -
------------------------ -----------------------
$ 13,535 $ 29,776 $ 11,587 $ 29,283
======================== =======================
</TABLE>
Page 6 of 13
<PAGE> 8
Part II - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On February 28, 1997, the merger of United Air Specialists, Inc. (UAS) into
CLARCOR was completed. This transaction was accounted for as a pooling of
interests, and as a result, CLARCOR's financial statements were restated for
all periods presented to include the results of operations, cash flows and
financial positions of UAS. The Company's restated consolidated financial
statements for fiscal 1996 will include UAS for the period beginning December
1, 1995, and ending on November 30, 1996. The fiscal periods presented in this
report are for the three months and nine months ended August 30, 1997, and
August 31, 1996, for both CLARCOR and UAS.
RESULTS OF OPERATIONS
THIRD QUARTER 1997 COMPARED TO THIRD QUARTER OF 1996.
CLARCOR's results of operations for the third quarter of 1997 reflect continued
sales increases and improved operating performance.
Net sales increased 5.6% over the 1996 quarter as a result of increased volume
from the Company's filtration segments offset by slightly lower sales from the
consumer products segment. Increased sales by the Engine/Mobile Filtration
segment resulted from higher sales volume of heavy duty and locomotive
filtration products offset by lower volume of light duty filtration products.
The decrease in sales levels for the light duty product line resulted from the
planned elimination of low margin automotive filtration products. The
Industrial/Environmental Filtration segment reported a sales increase of 6.6%
for the quarter primarily from increased sales from UAS. The Company's Consumer
Products segment recorded a 6.0% decrease in sales for the quarter. Increased
sales volume of plastic closures was offset by lower sales of metal packaging
products, partially as a result of customer requested delays into the fourth
quarter. The segment's sales would have been approximately equal to the 1996
quarter had the scheduled shipments of metal packaging products occurred as
planned.
Operating profit increased 16.8% in the third quarter of 1997 over 1996
results. This greater increase in profit, compared to the sales increase of
5.6%, resulted from increased production volumes and the Company's continued
emphasis on increasing productivity and reducing costs. Operating margin
increased to 12.9% compared to 11.7% in the 1996 quarter.
The increased operating profit for the Engine/Mobile segment resulted from a
sales increase of over 10% and the continued integration of the Hastings
Filters product line with Baldwin Filters. Major changes that have been made
to the manufacturing and marketing areas have resulted in a significantly
reduced loss for Hastings Filters for the third quarter compared to the earlier
quarters of 1997 and the third quarter of 1996. The Industrial/Environmental
Filtration segment reported a 7.2% increase in operating profit in the 1997
quarter from the 1996 quarter. Continued volume increases, production
efficiencies and cost containment resulted in substantially improved margins
for this segment from earlier 1997 quarters. The Consumer
Page 7 of 13
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Products segment recorded an improved operating margin of 12.2% in the 1997
quarter as a result of higher production levels of plastics product and
improved cost containment from 1996.
Net other expense, which remained at the same level as 1996, included increased
interest income on significantly higher cash balances during the quarter and
reduced interest expense on lower debt.
Provision for income taxes for the quarter of $4,848,000 represented an
effective rate of 37.4% of pretax earnings which compares to an effective rate
of 36.5% in 1996.
Net earnings of $8,085,000 for the 1997 quarter were 16.4% higher than the
$6,943,000 reported in 1996 due to the strong operating performance for the
1997 quarter. Earnings per share increased to $.50 from $.44 in 1996, a 13.6%
increase.
NINE MONTHS 1997 COMPARED TO NINE MONTHS OF 1996
Net sales of $288,278,000 for the 1997 nine-month period increased 6.1% over
the 1996 nine-month period. Each of the Company's segments reported increased
sales for the period. The Engine/Mobile Filtration segment recorded a 7.6%
increase as a result of increased domestic and international sales for heavy
duty and locomotive filtration products offset by lower sales of light duty
filters. Sales of industrial and environmental filtration products increased
6.2% for the 1997 nine-month period. Sales increases have resulted from
expanded distribution including Airguard's 1997 acquisition of new sales and
distribution locations in Ohio and Virginia and a distributor in Singapore.
The Singapore operation will be used as a base to establish a filter
manufacturing operation in Malaysia, which is expected to be in operation by
mid-1998. The Consumer Products segment's sales increased 2.0% for the
nine-month period and reflect improved sales of plastics products offset by
lower sales of metal tubes and metal packaging products.
Operating profit of $29,776,000 for nine months 1997 compares to $29,283,000 in
1996. The 1997 amount includes the effect of the UAS merger related expenses
of $2,972,000 which were recorded in the first quarter. Excluding the impact
of the merger related expenses, operating profit for the Company increased
11.8% for the nine-month period compared to 1996. The increased profit for the
nine months resulted from increased sales of 6.1%, reduced manufacturing costs,
and improved plant efficiencies.
Other income totaled $106,000 for the 1997 nine-month period and compares to a
total of other expense of $2,309,000 for the 1996 period. The change from 1996
is related to the $1,706,000 gain on sale of marketable securities recorded in
the first quarter of 1997 and reduced interest expense due to the lower level
of debt in 1997.
The provision for income taxes of $11,634,000, which resulted in an effective
rate of 38.9%, is higher than last year's amount due to a higher level of
earnings in 1997 and because certain of the merger related charges recorded in
the first quarter of 1997 are not fully deductible for tax purposes.
Page 8 of 13
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Net earnings were $18,150,000 for the 1997 nine-month period and reflect two
unusual items recorded in the first quarter of 1997, a gain on the sale of
marketable securities and the UAS merger related charges. Without the impact
of the unusual items recorded in the first quarter of 1997, net earnings would
have been approximately $19,450,000 or $1.21 per share. Net earnings for the
first nine months of 1996 were $16,972,000, or $1.07 per share.
Average shares outstanding were 16,066,954 at the end of the 1997 nine-month
period and compared to 15,933,470 for the 1996 period. Both periods include
the additional shares issued in connection with the merger of UAS.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for nine months of 1997 increased to
$23,207,000, primarily from reduced investment in working capital, compared to
$4,472,000 provided by operating activities during the first nine months of
1996. Cash flows used in investing activities were lower for the first nine
months of 1997 compared to 1996 due to the proceeds of $3,322,000 received in
first quarter 1997 from the sale of marketable securities. In addition, plant
asset additions of $7,524,000 for nine months 1997 were $10,974,000 lower than
in 1996. Cash flows used in financing activities in 1997 included payments on
long-term debt of $13,739,000 compared to $6,400,000 in 1996. The 1997
payments include final payments on the 9.71% term note and on certain high cost
debt assumed in the UAS merger. During the first quarter of 1997 and prior to
the merger, UAS used an additional $1,000,000 on a line of credit. Additional
borrowings in 1996 included $8,410,000 of industrial revenue bonds used to
finance the Hastings Filters plant expansion.
CLARCOR's current operations continue to generate adequate cash to fund
operating needs, pay dividends, and provide for the repayment of the Company's
long-term debt. Sufficient lines of credit remain available to fund current
operating needs. The Company's level of capital expenditures is expected to
be significantly lower in 1997 than in 1996; however, the Company anticipates
expanding plant and warehouse capacity in the filtration business in 1998 to
meet continuing strong product demand.
The Company's financial position at August 30, 1997 continued to be solid and
sufficiently liquid to support current operations. Cash and short-term cash
investments totaled $18,228,000 at the end of the quarter, a reduction of
$599,000 from year-end 1996. Inventories increased $3,462,000 from year-end due
to expected customer shipment requirements for the fourth quarter. Working
capital, particularly inventory turnover, should continue to improve in 1998.
The current ratio at the end of the quarter was 3.0:1 compared to 2.7:1 at the
end of fiscal 1996. The current year ratio of long-term debt to total
capitalization was 18.6% which was lower than the level of 21.9% at year-end as
a result of the debt repayments made in 1997. The ratio of long-term debt to
total capitalization, net of cash and cash investments, was 10.6% at August 30,
1997 compared to 13.7% at year-end 1996.
At August 30, 1997, CLARCOR had 16,154,082 shares of common stock outstanding
that included 1,081,741 shares issued for the UAS merger. The increase in
shares outstanding from the prior year is primarily due to additional shares
issued upon exercise of stock options.
Page 9 of 13
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
OUTLOOK
On the strength of the operating results from each of the businesses for nine
months of 1997, the Company is expecting each segment to report solid fiscal
year results. The Engine/Mobile Filtration segment's sales continue to reflect
the strength of the aftermarket distribution channel and that trend is expected
to continue through the fourth quarter of 1997. Additionally, the continued
integration of the Hastings Filters line with Baldwin Filters remains a high
priority and the improvement reflected in Hastings' third quarter results is
expected to continue. An additional $1,500,000 investment in Baldwin-Weifang,
the Company's manufacturing joint venture in China, will be made to expand
production of air and liquid filter housings for the Chinese market and will
increase the Company's ownership in the venture to 70%. This investment is not
expected to materially impact the results of operations or financial position
of the Company in 1997 or 1998. The Industrial/Environmental Filtration
segment's recent investment in expanding distribution and new product
development has resulted in strong order bookings. Increased sales and profits
are expected for this segment for the balance of the year. The Consumer
Products segment's sales are expected to be approximately equal with the fourth
quarter of 1996; however, operating profit is expected to be improved over the
1996 level due to continued plant efficiencies and a better product sales mix.
In the fourth quarter of 1996, the Company recorded a gain from the sale of
marketable securities that resulted in an after-tax gain of $1,100,000 or $.07
per share which will not recur in the fourth quarter of 1997. The Company
expects a good fourth quarter in 1997 and is well positioned moving into 1998,
which is expected to be another record year of sales and profits for CLARCOR.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements quoted in the body of this report, and statements in the
"Outlook" section of this report are forward-looking. These statements involve
risk and uncertainty. Actual future results and trends may differ materially
depending on a variety of factors, including the volume and timing of orders
received during the quarter, the mix of changes in distribution channels
through which the Company's products are sold, the timing and acceptance of new
products and product enhancements by the Company or its competitors, changes in
pricing, product life cycles, purchasing patterns of distributors and
customers, competitive conditions in the industry, business cycles affecting
the markets in which the Company's products are sold, extraordinary events,
such as litigation or acquisitions, including related charges, and economic
conditions generally or in various geographic areas. All of the foregoing
matters are difficult to forecast. The future results of the Company may
fluctuate as a result of these and the other risk factors detailed from time to
time in the Company's Securities and Exchange Commission reports.
Due to the foregoing items, it is possible that, in some future quarters, the
Company's operating results will be below the expectation of some stock market
analysts and investors. In such event, the price of the CLARCOR common stock
could be materially adversely affected.
Page 10 of 13
<PAGE> 12
Part II - Other Information
Item 6a - Exhibit (11), Computations of Per Share Earnings are presented on
page 12.
Item 6b - On June 2, 1997, the Company filed a Form 8-K to report the
quarterly income statement data and segment data as restated for
the year ended November 30, 1996 to include the results of United
Air Specialists' operations. The Form 8-K was amended on July 7,
1997 to correct the presentation of the first quarter 1997's
segment data.
Page 11 of 13
<PAGE> 13
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.
CLARCOR INC.
(Registrant)
October 10, 1997 By /s/ Bruce A. Klein
- ---------------- ----------------------------------------
(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
Page 13 of 13
<PAGE> 1
CLARCOR Inc.
EXHIBIT (11) - COMPUTATIONS OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------
Restated
August 30, August 31,
1997 1996
---------------------------
<S> <C> <C>
AVERAGE SHARES OUTSTANDING
1. Average number of shares outstanding 16,066,954 15,933,470
2. Net additional shares resulting from
assumed exercise of stock options* 255,564 224,892
----------- -----------
3. Adjusted average shares outstanding
for fully diluted computation (1 plus 2) 16,322,518 16,158,362
=========== ===========
Earnings per share of common stock:
Primary $ 1.13 $ 1.07
=========== ===========
Assuming full dilution $ 1.11 $ 1.05
=========== ===========
</TABLE>
* Assumes proceeds from exercise of stock options used to purchase treasury
shares at the greater of the quarter-end or the average market price during
the period.
See Notes to Consolidated Condensed Financial Statements
Page 12 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-29-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> AUG-30-1997
<CASH> 18,228
<SECURITIES> 0
<RECEIVABLES> 64,676
<ALLOWANCES> 2,330
<INVENTORY> 60,349
<CURRENT-ASSETS> 146,227
<PP&E> 181,733
<DEPRECIATION> 98,840
<TOTAL-ASSETS> 269,789
<CURRENT-LIABILITIES> 49,338
<BONDS> 37,770
0
0
<COMMON> 16,154
<OTHER-SE> 148,897
<TOTAL-LIABILITY-AND-EQUITY> 269,789
<SALES> 288,278
<TOTAL-REVENUES> 288,278
<CGS> 201,793
<TOTAL-COSTS> 201,793
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,063
<INCOME-PRETAX> 29,882
<INCOME-TAX> 11,634
<INCOME-CONTINUING> 18,150
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,150
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.11
</TABLE>
