<PAGE> 1
================================================================================
FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 2O549
---------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
FOR QUARTER ENDED FEBRUARY 28, 1997 COMMISSION FILE NUMBER 1-4304
---------------------
COMMERCIAL METALS COMPANY
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
DELAWARE 75-0725338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
7800 STEMMONS FREEWAY
P. O. BOX 1046 DALLAS, TEXAS 75221
(Address of principal executive offices)
(Zip Code)
(214) 689-4300
(Registrant's telephone number, including area code)
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 [ ]
As of February 28, 1997 there were 15,293,330 shares of the Company's
common stock issued and outstanding excluding 839,253 shares held in the
Company's treasury.
================================================================================
<PAGE> 2
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I -- Financial Statements:
Consolidated Balance Sheets -- February 28, 1997 and
August 31, 1996........................................ 2-3
Consolidated Statements of Earnings -- Six months and
three months ended February 28, 1997 and February 29,
1996................................................... 4
Consolidated Statements of Cash Flows -- Six months ended
February 28, 1997 and February 29, 1996................ 5
Consolidated Statement of Stockholders' Equity -- February
28, 1997............................................... 6
Notes to Consolidated Financial Statements................ 7
Management's Discussion and Analysis of the Consolidated
Financial Statements................................... 8-11
PART II -- Other Information and Signatures................. 12
Exhibit 11 (a) -- Calculation of Primary and Fully Diluted
Earnings per Share..................................... 12
Exhibit 27 -- Financial Data Schedule..................... 12
</TABLE>
1
<PAGE> 3
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
FEBRUARY 28, AUGUST 31,
1997 1996
------------- -----------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C>
CURRENT ASSETS:
Cash...................................................... $ 15,331 $ 24,260
Accounts receivable (less allowance for collection losses
of $5,786 and $5,501).................................. 308,045 294,611
Inventories............................................... 205,229 186,201
Other..................................................... 43,271 34,411
--------- ---------
TOTAL CURRENT ASSETS.............................. 571,876 539,483
OTHER ASSETS................................................ 6,856 4,563
PROPERTY, PLANT, AND EQUIPMENT, at cost:
Land...................................................... 17,150 17,272
Buildings................................................. 50,619 45,902
Equipment................................................. 423,185 407,286
Leasehold improvements.................................... 20,176 19,761
Construction in process................................... 29,741 16,748
--------- ---------
540,871 506,969
Less accumulated depreciation and amortization............ (304,830) (284,259)
--------- ---------
236,041 222,710
--------- ---------
$ 814,773 $ 766,756
========= =========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
FEBRUARY 28, AUGUST 31,
1997 1996
------------- -----------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C>
CURRENT LIABILITIES:
Commercial paper.......................................... $ 30,000 $ --
Notes payable............................................. 35,110
Accounts payable.......................................... 116,280 116,971
Other payables and accrued expenses....................... 110,070 128,879
Income taxes payable...................................... 1,422 6,729
Current maturities of long-term debt...................... 11,504 11,494
-------- ---------
TOTAL CURRENT LIABILITIES......................... 304,386 264,073
DEFERRED INCOME TAXES....................................... 21,044 21,044
LONG-TERM DEBT.............................................. 137,389 146,506
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital stock:
Preferred stock........................................ -- --
Common stock, par value $5.00 a share; authorized
40,000,000 shares; issued 16,132,583 shares,
outstanding 15,293,330 and 15,095,964 shares.......... 80,663 80,663
Additional paid-in capital................................ 13,554 13,193
Retained earnings......................................... 275,218 262,772
-------- ---------
369,435 356,628
Less treasury stock, 839,253 and 1,036,619 shares at
cost................................................... (17,481) (21,495)
-------- ---------
351,954 335,133
-------- ---------
$814,773 $ 766,756
======== =========
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 5
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
FEBRUARY 28, FEBRUARY 28,
------------------------- -------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES:
Net sales.............................. $ 523,463 $ 514,855 $ 1,050,322 $ 1,103,093
Other revenue.......................... 2,292 3,326 6,394 5,307
----------- ----------- ----------- -----------
525,755 518,181 1,056,716 1,108,400
COSTS AND EXPENSES:
Cost of goods sold..................... 467,344 457,227 936,651 987,509
Selling, general and administrative
expenses............................ 40,555 37,700 80,555 73,412
Interest expense....................... 3,686 4,160 7,157 7,857
Employees' pension and profit sharing
plans............................... 2,724 3,269 6,398 6,671
----------- ----------- ----------- -----------
514,309 502,356 1,030,761 1,075,449
EARNINGS BEFORE INCOME TAXES............. 11,446 15,825 25,955 32,951
INCOME TAXES............................. 4,245 5,815 9,577 12,109
----------- ----------- ----------- -----------
NET EARNINGS............................. $ 7,201 $ 10,010 $ 16,378 $ 20,842
=========== =========== =========== ===========
Net earnings per share................... $ 0.47 $ 0.67 $ 1.06 $ 1.36
Cash dividends per share................. $ 0.13 $ 0.12 $ 0.26 $ 0.24
Average shares outstanding............... 15,413,273 15,025,543 15,400,735 15,298,581
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
--------------------
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings.............................................. $ 16,378 $ 20,842
Adjustments to earnings not requiring cash:
Depreciation and amortization.......................... 21,556 21,056
Provision for losses on receivables.................... 616 882
Other.................................................. (26) (156)
-------- --------
Cash flows from operations before changes in operating
assets and liabilities................................. 38,524 42,624
Changes in operating assets and liabilities
Decrease (increase) in receivables..................... (14,050) (26,915)
Decrease (increase) in inventories..................... (19,028) (7,425)
Decrease (increase) in other assets.................... (11,153) 3,831
Increase (decrease) in accounts payable, accrued
expenses and
income taxes......................................... (24,807) (28,580)
-------- --------
Net Cash Used by Operating Activities..................... (30,514) (16,465)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Owen Steel................................. -- (2,799)
Purchase of property, plant and equipment................. (34,887) (20,849)
Sales of property, plant and equipment.................... 26 156
-------- --------
Net Cash Used by Investing Activities..................... (34,861) (23,492)
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper -- net change............................ 30,000 30,000
Notes payable -- net change............................... 35,110 24,953
Payments on long-term debt................................ (9,107) (11,879)
Stock issued under stock option/bonus plans............... 4,375 3,939
Treasury stock acquired................................... (13,465)
Dividends paid............................................ (3,932) (3,631)
-------- --------
Net Cash Provided by Financing Activities................. 56,446 29,917
Decrease in Cash and Cash Equivalents....................... (8,929) (10,040)
Cash and Cash Equivalents at Beginning of Year.............. 24,260 21,018
-------- --------
Cash and Cash Equivalents at End of Period.................. $ 15,331 $ 10,978
======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 7
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK
-------------------- ADD'L ---------------------
NUMBER PAID-IN RETAINED NUMBER
OF SHARES AMOUNT CAPITAL EARNINGS OF SHARES AMOUNT
---------- ------- ------- -------- ---------- --------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Balance September 1, 1996...... 16,132,583 $80,663 $13,193 $262,772 (1,036,619) $(21,495)
Net earnings for six months
ended February 28, 1997... 16,378
Cash dividends -- $.26 a
share..................... (3,932)
Stock issued under stock
option, purchase and bonus
plans..................... 361 197,366 4,014
---------- ------- ------- -------- ---------- --------
Balance, February 28, 1997..... 16,132,583 $80,663 $13,554 $275,218 (839,253) $(17,481)
========== ======= ======= ======== ========== ========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 8
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A -- LONG-TERM DEBT AND EQUITY (IN THOUSANDS):
<TABLE>
<CAPTION>
LONG-TERM CURRENT AMOUNT
DEBT MATURITIES OUTSTANDING
--------- ---------- -----------
<S> <C> <C> <C>
7.20% notes due 2005........................................ $100,000 $ -- $100,000
8.49% notes due 2001........................................ 28,571 7,143 35,714
8.75% note due 1999......................................... 8,570 4,286 12,856
Other....................................................... 248 75 323
-------- ------- --------
$137,389 $11,504 $148,893
======== ======= ========
</TABLE>
NOTE B -- TAXES ON INCOME:
Provision for taxes on income includes estimated United States taxes on
undistributed earnings of subsidiaries outside the United States.
NOTE C -- QUARTERLY FINANCIAL DATA:
In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
February 28, 1997, the results of operations for the six months then ended and
cash flows for the same periods. The results of operations for the six month
periods are not necessarily indicative of the results to be expected for a full
year.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
2ND QTR 2ND QTR
FY 1997 FY 1996
------------- ----------
(IN MILLIONS)
<S> <C> <C>
Revenues.................................................... $ 526 $ 518
Net earnings................................................ 7.2 10.0
Cash flow................................................... 18.5 21.1
LIFO reserve................................................ 30.1 32.9
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
FY 1997 FY 1996
------------- ----------
<S> <C> <C>
Revenues.................................................... $1,057 $1,108
Net earnings................................................ 16.4 20.8
Cash flow................................................... 38.5 42.6
</TABLE>
SIGNIFICANT EVENTS AFFECTING THE COMPANY THIS QUARTER:
- Solid shipments but a continuing weak pricing environment resulted in
earnings lower than last year's very strong second quarter.
- Steel Group achieved record tons melted and shipped for a second quarter
but lower operating profit.
- Copper tube division's performance remained strong.
- Aluminum and copper scrap prices showed some recovery, steel scrap still
below last year.
- Steel Group computer technology migration expense continues.
CONSOLIDATED DATA
The LIFO method of inventory valuation decreased net earnings for the
quarter $497 thousand (3 cents per share) compared to an increase of $722
thousand (5 cents per share) last year. For the six months net earnings were
$149 thousand lower (1 cent per share) compared to an increase of $868 thousand
(6 cents per share) last year.
SEGMENT OPERATING DATA
Revenues and operating profit by business segment are shown in the
following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -----------------------
FEB 28 FEB 29 FEB 28 FEB 29
1997 1996 1997 1996
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Manufacturing................................. $245,090 $239,803 $ 503,049 $ 484,543
Recycling..................................... 115,207 109,774 211,281 232,402
Marketing and Trading......................... 179,712 177,648 374,269 413,755
Corporate and Eliminations.................... (14,254) (9,044) (31,883) (22,300)
-------- -------- ---------- ----------
$525,755 $518,181 $1,056,716 $1,108,400
======== ======== ========== ==========
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -----------------------
FEB 28 FEB 29 FEB 28 FEB 29
1997 1996 1997 1996
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING PROFIT:
Manufacturing................................. $ 10,707 $ 13,603 $ 24,704 $ 28,791
Recycling..................................... 2,117 2,644 2,307 4,158
Marketing and Trading......................... 3,653 4,211 9,009 8,711
Corporate and Eliminations.................... (1,345) (473) (2,908) (852)
-------- -------- ---------- ----------
$ 15,132 $ 19,985 $ 33,112 $ 40,808
======== ======== ========== ==========
</TABLE>
MANUFACTURING -
Operating profit for the segment was 21% below last year's comparable
quarter. Record second quarter sales and shipments were offset by continued weak
pricing and computer migration costs. The Copper Tube Division had continued
strong performance. The Steel Group East companies were about breakeven.
The Steel Group operating profit was down 32% from the prior year quarter.
Second quarter records were achieved for steel mill tons melted and shipped,
although billets accounted for most of the increase in shipments. Shipments by
the mills totaled 443,000 tons or 15% higher than last year's comparable
quarter, but the average selling price was $9/ton lower -- mainly due to product
mix -- while average scrap costs were only slightly lower. Mill operating
profits were higher led by SMI-Birmingham where sales were 24% higher and
shipments were 36% higher than last year.
Operating profits in the Company's steel fabrication businesses were down
significantly compared with last year's very strong quarter. Despite consistent
shipments of 152,000 tons, results were off in most product lines compared to
last year's second quarter due to generally lower selling prices, product mix,
and weather delays.
Computer migration costs during the quarter were $1.4 million.
On January 2, 1997 the Company acquired the assets of a heat treating plant
in Pennsylvania. The purchase price was not significant to the Company and the
purchase method of accounting was used. The operation has been profitable since
the acquisition.
The Copper Tube Division operating profit was sharply higher compared with
last year; interest rates remained favorable for an expanding housing market.
Spreads were favorable for most of the period with shipments 10% ahead of the
second quarter last year.
RECYCLING -
Second quarter operating profit in the Recycling segment recovered from the
modest results of the first quarter. Results were below last year's relatively
strong second quarter, primarily because of a LIFO credit last year. Scrap
prices generally were down compared with last year although nonferrous prices
improved during the quarter. Average steel scrap prices were about $7 per ton
below last year, as weak export markets continued to impact domestic pricing.
The volume of ferrous scrap shipped decreased 2% to 289,000 tons while
nonferrous shipments increased 15% to 53,000 tons.
MARKETING AND TRADING -
Operating income for the segment was 13% below last year. Steel marketing
and distribution in Australia and the United Kingdom increased sales, margins,
tonnage and strengthened their trading teams. Although steel trading tonnage
increased, operating profits were down as severe competition squeezed margins.
Results for nonferrous semis were solid with only marginal operating profit
declines. Operating profits for primary metals, ores, minerals and industrial
raw materials were mixed. For the second quarter, the segment had pretax Lifo
income of $656,000 compared to $9,000 of expense in the previous year's quarter.
9
<PAGE> 11
OTHER
Subsequent to quarter end, the Steel Group moved to terminate the Company's
only remaining defined benefit plan effective May 31, 1997. Payout of benefits
to participants is expected to occur by May 31, 1998. An estimated curtailment
loss of $540,000 will be accrued in the third quarter of fiscal 1997. The
current annual financial statement pension expense of $1.2 million and cash
contribution of $1.5 million will be reduced to an immaterial amount in fiscal
1998 and eliminated altogether thereafter. This expense reduction will be offset
against a onetime settlement liability at time of payout presently estimated to
be no greater than $2 million. This amount is subject to changes in benchmark
interest rates before May 31, 1997.
ENVIRONMENTAL ACTIVITIES
The Company is subject to federal, state and local pollution control laws
and regulations in all locations where it has operating facilities. It
anticipates that compliance with these laws and regulations will involve
continuing capital expenditures and operating costs.
In the ordinary course of conducting its business, the Company becomes
involved in environmental litigation, administrative proceedings, and
governmental investigations. Certain of these environmental matters or other
proceedings may result in fines, penalties or judgments against the Company
which may have a material impact on earnings for a particular quarter. While the
Company is unable to estimate precisely the ultimate dollar amount of exposure
to losses in connection with such matters, it makes timely accruals as
warranted. It is the opinion of the Company's management that the outcome of
such proceedings, individually or in the aggregate, will not have a material
adverse effect on the business or consolidated financial position of the
Company.
OUTLOOK
Financial performance should strengthen during the balance of the year
although comparisons will be against record quarters. Mill shipments ought to
accelerate in the second half with a moderate increase in steel prices. The
company anticipates improved profits in steel fabrication. Demand for copper
tube should remain good although margins are likely to be lower. Steel scrap
markets are in an erratic phase while nonferrous markets are relatively strong.
The underlying end use markets for metals are sound, especially in the United
States. Conditions in the construction sector are mostly positive; private
nonresidential construction and housing sales are strong while highway and
public building construction is firm. Industrial output is healthy in the U.S.
and demand overseas has shown a modest pickup. The Southwest and Southeast
U.S.A. should continue to outperform the nation. In addition, demand in Mexico
and South America is stronger.
This report contains forward-looking statements regarding the outlook for
the Company's short-term financial results including shipments, pricing, demand
and general market conditions. There is inherent risk and uncertainty in any
forward-looking statements. Variances will occur and some could be materially
different from management's current opinion. Developments that could impact the
Company's expectations include interest rate changes, construction activity,
metals pricing over which the Company exerts little influence, new capacity and
product availability from competing steel minimills and other steel suppliers,
currency fluctuations and decisions by governments impacting the pace of overall
economic growth.
LIQUIDITY
Cash flow from operations before changes in operating assets and
liabilities for the six months was $39 million compared to $42 million last
year. Lower net earnings were partially offset by an increase in depreciation
expense. Accounts receivable increased $14 million due to strong quarterly sales
by the Recycling segment and domestic sales of ores, minerals, and industrial
materials. Steel mill inventories increased leading to higher overall
inventories.
Other assets increased due to funding of a non-qualified employee benefit
plan, non-competition agreement, and an in transit sale. Accounts payable and
accrued expenses have decreased $25 million with the payment of incentive
compensation and funding of employee benefit plans. The Company financed these
10
<PAGE> 12
working capital needs as well as $9 million of payments on long-term debt
through internal cash flow and an increase in short term borrowings of $65
million. The Company invested $35 million in capital expenditures as part of its
anticipated $70 million annual capital program.
Net working capital was $268 million at February 28, 1997 compared to $275
million at August 31, 1996. The current ratio was 1.9 compared to 2.0 at August
31, 1996. The Company's effective tax rate for the six months was 36.9%; the
rate for the comparable period last year was 36.7%.
Stockholders' equity was $352 million or $23.01 per share. Long-term debt
as a percent of total capitalization was 26.9% at February 28, 1997 compared to
29.1% at August 31, 1996. The ratio of total debt to total capitalization plus
short-term debt stood at 36.5%.
11
<PAGE> 13
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the information incorporated by reference from Item 3.
Legal Proceedings in the Company's Annual Report on Form 10-K for the year
ending August 31, 1996 filed November 27, 1996, with the Securities and Exchange
Commission.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the registrant's annual meeting of stockholders held January 23, 1997, a
total of 13,282,894 shares of common stock or approximately 87% percent of those
outstanding and entitled to vote were present in person or by proxy. There was
no solicitation in opposition to management's nominees and all such nominees
were elected as set forth in the following tabulation:
<TABLE>
<CAPTION>
NOMINEE VOTES FOR VOTES WITHHELD
------- ---------- --------------
<S> <C> <C>
Albert A. Eisenstat............................... 13,226,536 56,358
Walter F. Kammann................................. 13,225,206 57,688
Charles B. Peterson............................... 13,198,562 84,332
</TABLE>
Stockholders approved the adoption of the Company's 1996 Long-Term
Incentive Plan by the following vote:
<TABLE>
<CAPTION>
PRESENT BUT
FOR AGAINST ABSTAIN NOT VOTING
- ---------- --------- ------- -----------
<C> <C> <C> <C>
10,643,573 1,081,964 70,475 1,486,882
</TABLE>
Stockholders also approved the ratification of the appointment of Deloitte
& Touche as auditors of the registrant for the fiscal year ending August 31,
1997, by the following vote:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
- ---------- ------- -------
<C> <C> <C>
13,218,927 38,369 25,598
</TABLE>
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits required by Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
11. -- Computation of Per Share Earnings (a) Calculation of
Primary and Fully Diluted Earnings Per Share
27. -- Financial Data Schedule
</TABLE>
12
<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.
COMMERCIAL METALS COMPANY
/s/ LAWRENCE A. ENGELS
------------------------------------
Lawrence A. Engels
Vice President, Treasurer
& Chief Financial Officer
April 10, 1997
/s/ WILLIAM B. LARSON
------------------------------------
William B. Larson
Controller
April 10, 1997
13
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S> <C>
11. -- Computation of Per Share Earnings
(a) Calculation of Primary and Fully Diluted Earnings Per
Share
27. -- Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11 (A)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE*
<TABLE>
<CAPTION>
SIX MONTHS ENDED FEBRUARY 28,
------------------------------
1997 1996
------------- -------------
(IN THOUSANDS
EXCEPT SHARE DATA)
<S> <C> <C>
Net earnings................................................ $ 16,378 $ 20,842
Weighted average number of shares outstanding............... 15,060,105 15,074,448
Dilutive effect of stock option and purchase plans, after
application of treasury stock method...................... 340,630 224,133
Shares used in calculating primary net earnings per share... 15,400,735 15,298,581
Earnings per share.......................................... $ 1.06 $ 1.36
</TABLE>
- ---------------
* Fully diluted earnings per share are identical to primary earnings per share.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 15,331
<SECURITIES> 0
<RECEIVABLES> 313,831
<ALLOWANCES> 5,786
<INVENTORY> 205,229
<CURRENT-ASSETS> 571,876
<PP&E> 540,871
<DEPRECIATION> 304,830
<TOTAL-ASSETS> 814,773
<CURRENT-LIABILITIES> 304,386
<BONDS> 137,389
0
0
<COMMON> 80,663
<OTHER-SE> 271,291
<TOTAL-LIABILITY-AND-EQUITY> 814,773
<SALES> 1,050,322
<TOTAL-REVENUES> 1,056,716
<CGS> 936,651
<TOTAL-COSTS> 936,651
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 616
<INTEREST-EXPENSE> 7,157
<INCOME-PRETAX> 25,955
<INCOME-TAX> 9,577
<INCOME-CONTINUING> 16,378
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,378
<EPS-PRIMARY> 1.06
<EPS-DILUTED> 0
</TABLE>
