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 September 29, 1995
--------------------------------------------
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: 0-22138
---------------------------------------------------
Triangle Pacific Corp.
- - ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- - ---------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
94-2998971
- - ---------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
16803 Dallas Parkway, Dallas, Texas 75248
- - ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(214) 931-3000
- - ---------------------------------------------------------------------------
(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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
14,663,365 Shares on September 29, 1995
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Consolidated Statements of Operations
for the nine months ended September 29, 1995
and September 30, 1994 and for the three months
ended September 29, 1995 and September 30, 1994 4
Consolidated Balance Sheets
September 29, 1995 and December 30, 1994 5
Consolidated Statements of Cash Flows
for the nine months ended September 29, 1995
and September 30, 1994 7
Consolidated Statement of Changes in
Shareholders' Investment for the nine months
ended September 29, 1995 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 13
PART II OTHER INFORMATION 14
SIGNATURES 15
PART I FINANCIAL INFORMATION
Item I. Financial Statements
Triangle Pacific Corp. and Subsidiaries
Consolidated Financial Statements
for the Nine Months ended September 29, 1995
The consolidated financial statements included herein have been prepared by
the Company without audit. They contain all adjustments which are, in the
opinion of the management, necessary to a fair presentation of financial
position and results of operations for the interim periods. The operating
results for the interim periods are not necessarily indicative of results to
be expected for a full year. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and the notes thereto, included in the Company's Form 10-K as of
December 30, 1994.
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share data)
Nine Months Ended Three Months Ended
-------------------- --------------------
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
1995 1994 1995 1994
-------- -------- ------- --------
Net sales $ 339,539 $ 301,864 $ 115,738 $ 104,236
-------- -------- -------- --------
Costs and expenses:
Cost of sales 252,859 222,158 87,797 76,060
Selling, general
and administrative 45,213 42,125 14,352 14,405
Amortization of goodwill 1,140 1,140 380 380
Interest 13,656 14,235 4,496 4,713
-------- -------- -------- --------
312,868 279,658 107,025 95,558
-------- -------- -------- --------
Income before income taxes 26,671 22,206 8,713 8,678
Provision for income taxes 10,297 8,987 3,334 3,461
-------- -------- -------- --------
Net income $ 16,374 $ 13,219 $ 5,379 $ 5,217
======== ======== ======== ========
Net income per share $ 1.11 $ 0.90 $ 0.36 $ 0.35
======== ======== ======== ========
Weighted average shares
outstanding 14,774 14,717 14,838 14,719
The accompanying notes to consolidated financial statements are an integral
part of these statements.
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
September 29, December 30,
1995 1994
--------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 17,355 $ 24,906
Receivables (net of allowances of $2,798
and $2,857 respectively) 55,285 43,303
Inventories 77,381 70,900
Prepaid expenses 4,638 3,934
-------- --------
Total current assets 154,659 143,043
-------- --------
Property, plant and equipment
Land 12,003 12,003
Buildings 45,044 43,452
Equipment, furniture and fixtures 85,409 79,568
-------- --------
142,456 135,023
Less: accumulated depreciation 27,855 21,110
-------- --------
114,601 113,913
Other assets:
Goodwill 55,477 56,617
Trademark 29,333 29,933
Other 11,103 13,237
Deferred financing costs 5,658 6,708
-------- --------
Total assets $ 370,831 $ 363,451
======== ========
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands)
September 29, December 30,
1995 1994
--------- ------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Current portion of long-term debt $ 576 $ 1,527
Accounts payable 16,632 17,723
Accrued liabilities 23,996 28,112
Income taxes payable 1,606 1,327
-------- --------
Total current liabilities 42,810 48,689
-------- --------
Long-term debt, net of current portion 166,316 168,388
-------- --------
Deferred income taxes 38,435 39,480
-------- --------
Total liabilities 247,561 256,557
-------- --------
Shareholders' investment:
Common stock - $.01 par value,
authorized shares - 30,000,000
issued and outstanding shares -
14,663,365 at September 29, 1995 and
14,662,609 at December 30, 1994 147 147
Additional paid-in capital 93,100 93,098
Retained earnings 30,023 13,649
-------- --------
Total shareholders' investment 123,270 106,894
-------- --------
Total liabilities and shareholders' investment $ 370,831 $ 363,451
======== ========
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
--------------------
Sept. 29, Sept. 30,
1995 1994
--------- --------
Cash flows from operating activities:
Net income $ 16,374 $ 13,219
Adjustments:
Depreciation 6,755 6,113
Deferred income taxes (1,045) (1,855)
Amortization of goodwill and trademark 1,740 1,740
Amortization of deferred financing costs 1,071 1,074
Provision for doubtful accounts 449 609
Changes in assets and liabilities:
Receivables (12,431) (6,788)
Inventories (6,481) (4,354)
Prepaid expenses (704) (248)
Other assets 335 2,143
Accounts payable (1,091) 3,747
Accrued liabilities 840 6,643
Accrued liabilities - interest (4,957) (3,171)
Income taxes payable 279 2,732
-------- --------
Net cash provided by operating activities 1,134 21,604
-------- --------
Cash flows from investing activities:
Additions to property, plant & equipment (7,448) (10,325)
Proceeds from sale of property, plant & equipment 5 605
Construction deposits - (1,962)
Acquisition of Premier Wood Floors - (5,123)
-------- -------
Net cash used in investing activities (7,443) (16,805)
-------- --------
Cash flows from financing activities:
Long-term debt borrowings - 7,048
Long-term debt payments (3,024) (1,178)
Exercise of stock options 2 45
Refinancing costs - (14)
Reimbursement of construction deposits 1,780 -
-------- --------
Net cash provided by financing activities (1,242) 5,901
-------- --------
Net increase (decrease) in cash $ (7,551) $ 10,700
Cash and cash equivalents, beginning of period 24,906 785
-------- --------
Cash and cash equivalents, end of period $ 17,355 $ 11,485
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 18,122 $ 17,079
Income taxes 12,529 4,982
The accompanying notes to consolidated financial statements are an integral
part of these statements.
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' INVESTMENT
FOR THE NINE MONTHS ENDED September 29, 1995
(in thousands)
Additional
Common Paid-In Retained
Stock Capital Earnings Total
------- ------- --------- -------
Balance,
December 30, 1994 $ 147 $ 93,098 $ 13,649 $106,894
Net income - - 16,374 16,374
Exercise of stock
options - 2 - 2
------- ------- ------- -------
Balance,
September 29, 1995 $ 147 $ 93,100 $ 30,023 $123,270
======= ======= ======= =======
The accompanying notes to consolidated financial statements are an integral
part of this statement.
TRIANGLE PACIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -INVENTORIES:
Inventories are valued at the lower of cost or market. The last-in,
first-out (LIFO) method is used for certain lumber inventories and the first-
in, first-out (FIFO) method is used for all other inventories. Inventories
valued by the LIFO method were $22,810,000 at September 29, 1995 and
$20,870,000 at December 30, 1994. Had all inventories been valued by the FIFO
method, which approximates current cost, inventories would have been increased
by $2,061,000 at September 29, 1995 and $2,069,000 at December 30, 1994. Raw
materials inventories include purchased parts and supplies to be used in
manufactured products. Work-in-process and finished goods inventories include
material, labor and overhead costs incurred in the manufacturing process. The
major components of inventories are as follows:
Sept. 29, Dec. 30,
1995 1994
-------------------------
(in thousands)
Raw materials $ 29,935 $ 39,092
Work-in-process 4,028 3,640
Finished goods 43,418 28,168
-------- --------
Total $ 77,381 $ 70,900
======== ========
NOTE 2 - LONG-TERM DEBT:
Long-term debt consists of the following:
Sept. 29, Dec. 30,
1995 1994
-------------------------
(in thousands)
Mortgages payable $ 6,892 $ 9,915
Senior Notes, 10 1/2% due 8-1-2003 160,000 160,000
-------- --------
166,892 169,915
Less: Current portion of long-term debt (576) (1,527)
-------- --------
$ 166,316 $ 168,388
======== ========
Letters of credit outstanding at September 29, 1995 were $8.2 million and
$9.8 million at December 30, 1994 under a facility pursuant to which they can
be renewed or replaced.
Senior Notes
The Senior Notes are senior unsecured obligations of the Company with an
aggregate principal amount of $160 million. The Senior Notes mature on August
1, 2003 and bear interest at an annual rate of 10 1/2%, payable in two equal
semi-annual installments of $8,400,000 each, with each semi-annual period
deemed to have 180 days. The Senior Notes were issued under an Indenture (the
"Indenture") between the Company and a predecessor to Texas Commerce Bank
National Association, as Trustee (the "Trustee"). The Senior Notes rank pari
passu with all present and future senior indebtedness of the Company and
senior to all present and future subordinated indebtedness of the Company.
However, because borrowings under the Credit Facility are secured by inventory
and accounts receivable of the Company and the proceeds thereof, the Senior
Notes are effectively subordinated to such borrowings to the extent of such
security interest.
The Senior Notes are not redeemable prior to August 1, 1998. Thereafter,
the Senior Notes are redeemable at the option of the Company at redemption
prices specified in the Indenture. The Senior Notes are not subject to any
mandatory sinking fund requirements.
Upon a "change of control" (as defined in the Indenture), the Company is
required to offer to purchase all outstanding Senior Notes at 101% of the
principal amount thereof, plus accrued interest to the date of repurchase. In
addition, the Company may be required to offer to purchase the Senior Notes at
100% of the principal amount plus accrued interest with the net cash proceeds
of certain sales or other dispositions of assets.
The Indenture contains covenants which limit, among other things, the
incurrence of additional indebtedness by the Company and its subsidiaries, the
payment of dividends on or the purchase of the capital stock of the Company
("Restricted Payments"), the creation of liens on the assets of the Company
and its subsidiaries, the creation of certain restrictions on the payment of
dividends and other distributions by the Company's subsidiaries, the issuance
of preferred stock by the Company's subsidiaries, and certain mergers, sales
of assets and transactions with affiliates.
Based on the Company's operations through September 29, 1995, the amount
of Restricted Payments that the Company could make under the Indenture was
$23,627,000.
The Indenture specifies a number of events of default including, among
others, the failure to make timely principal and interest payments or to
perform the covenants contained therein. The Indenture contains a cross-
default to other indebtedness of the Company aggregating more than $5,000,000
and certain customary bankruptcy and insolvency defaults. Upon the occurrence
of an event of default under the Indenture, the Trustee or the holders of not
less than 25% in principal amount of the outstanding Senior Notes may declare
all amounts thereunder immediately due and payable, except that such amounts
automatically become immediately due and payable in the event of a bankruptcy
or insolvency default.
Credit Facility:
The Company has entered into the Credit Facility, which provides for up
to $70 million of revolving loans for working capital and general corporate
purposes and for letters of credit. Availability of borrowings under the
Credit Facility is based upon a formula related to inventory and accounts
receivable. At September 29, 1995, the Company had no borrowings under the
Credit Facility and had $61.8 million of borrowing capacity under this
facility. Borrowings under the Credit Facility bear interest at the agent's
prime rate plus 1% (9.75% at September 29, 1995) or, at the Company's option,
at certain alternate floating rates and is secured by a pledge of the
Company's inventory and accounts receivable. The Credit Facility expires on
August 4, 1996.
The Credit Facility contains covenants which restrict, among other
things, the incurrence of additional indebtedness and rental obligations by
the Company and its subsidiaries, the payment of dividends and other
distributions in respect of the capital stock of the Company, the creation of
liens on the assets of the Company and its subsidiaries, the creation of
certain restrictions on the payment of dividends and other distributions by
the Company's subsidiaries, the making of investments and capital expenditures
by the Company and its subsidiaries, the creation of new subsidiaries by the
Company, and certain mergers, sales of assets and transactions with
affiliates.
The Credit Facility also contains certain financial covenants relating to
the consolidated financial condition of the Company and its subsidiaries,
including covenants relating to their net worth, the ratio of their earnings
to their fixed charges, the ratio of their earnings to their interest expense,
the ratio of their current assets to their current liabilities, and the ratio
of their indebtedness to their total capitalization. At September 29, 1995,
the Company was in compliance with all financial covenants.
The Credit Facility specifies a number of events of default including,
among others, the failure to make timely payments of principal, fees, and
interest, the failure to perform the covenants contained therein, the failure
of representations and warranties to be true, the occurrence of a "change of
control" (as defined in the Credit Facility, to include, among other things,
the ownership by any person or group of more than 25% (or, in case of The TCW
Group, Inc. and its affiliates, 50%) of the total voting securities of the
Company), and certain impairments of the security for the Credit Facility.
The Credit Facility also contains a cross-default to other indebtedness of the
Company aggregating more than $2,000,000 and certain customary bankruptcy,
insolvency and similar defaults. Upon the occurrence of an event of default
under the Credit Facility, at least three of the lenders holding at least 60%
in amount of the principal indebtedness outstanding under the Credit Facility
may declare all amounts thereunder immediately due and payable, except that
such amounts automatically become immediately due and payable in the event of
certain bankruptcy, insolvency or similar defaults.
The Credit Facility generally prohibits the Company from prepaying the
Senior Notes whether the prepayment would result from the redemption of the
Senior Notes, an offer by the Company to purchase the Senior Notes following a
change of control or a sale or other disposition of assets, or the
acceleration of the due date for payment of the Senior Notes.
Mortgages payable represent primarily various Industrial Revenue Bond
(IRB) notes. The IRB notes vary in interest rate. At September 29, 1995, the
interest rates ranged up to 9 3/4% and at December 30, 1994 the interest rates
ranged up to 9.0%.
These notes are payable through 2001 and are collateralized by the
related underlying assets.
NOTE 3 - INCOME TAXES:
The components of the deferred tax liability and asset are as follows:
Sept. 29, Dec. 30,
1995 1994
------------------------
(in thousands)
Deferred Tax Liability:
Property, plant and equipment $ 23,006 $ 22,511
Trademark 11,528 11,764
Other 8,286 8,527
-------- --------
Total $ 42,820 $ 42,802
======== ========
Deferred Tax Asset:
Other 4,385 3,322
-------- --------
Total $ 4,385 $ 3,322
======== ========
The provision for income taxes consists of the following:
Nine Months Ended
--------------------
Sept. 29, Sept. 30,
1995 1994
--------------------
(in thousands)
Current:
Federal $ 9,850 $ 6,737
State and local 1,273 828
-------- -------
$ 11,123 $ 7,565
======== =======
Deferred:
Federal $ (736) $ 1,266
State and local (90) 156
-------- -------
$ (826) $ 1,422
======== =======
Total $ 10,297 $ 8,987
======== =======
The tax provision for the periods ending September 29, 1995 and September
30, 1994 is 38.6% and 40.5% of pre-tax income, respectively. The factors
causing the rate to vary from the U.S. Federal statutory rate are as follows:
Nine Months Ended
--------------------
Sept. 29, Sept. 30,
1995 1994
--------------------
(in thousands)
Computed (expected) tax provision $ 9,335 $ 7,772
State and local taxes 1,147 955
Amortization of goodwill 448 448
Foreign Sales Corporation (209) -
Other book to tax differences (net) (424) (188)
------- ------
$ 10,297 $ 8,987
======= ======
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NET SALES
Net sales for the nine months ended September 29, 1995 were $339.5
million compared to $301.9 million for the nine months ended September 30,
1994, representing a 12.5% increase. Cabinet division sales for the nine
months ended September 29, 1995, were up 26.8% over those of the same period
in 1994. Hardwood Floors sales for the nine months ended September 29, 1995
increased 6.8% over the comparable period in 1994.
Net sales for the three months ended September 29, 1995 were $115.7
million compared to $104.2 million for the three months ended September 30,
1994, representing a 11.0% increase. Cabinet division sales for the three
months ended September 29, 1995, were up 24.2% over those of the same period
in 1994. Hardwood Floors sales for the three months ended September 29, 1995,
were up 6.7% over those of the comparable period in 1994.
GROSS PROFIT
Gross profit for the nine months ended September 29, 1995 amounted to
$86.7 million, or 25.5% of net sales, compared to $79.7 million or 26.4% of
net sales in the same period in 1994. The major factors impacting gross
profit are pricing concessions required to meet competitive conditions in the
hardwood floors group, increased cost of materials for which the major cost is
lumber, offset to a degree by improved absorption of overhead in the cabinet
group.
Gross profit for the three months ended September 29, 1995 were $27.9
million, or 24.1% of net sales compared to $28.2 million, or 27.0% of net
sales in the same period in 1994. As discussed in the previous paragraph,
lower selling prices for hardwood floors, some increased costs for materials
of which lumber is the major component and which were offset in part by
improved overhead absorption in the cabinet group accounted for the decline in
gross profit in the third quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses amounted to $45.2 million
for the nine months ended September 29, 1995 compared to $42.1 million for the
nine months ended September 30, 1994. As a percent of net sales, selling,
general and administrative expenses were 13.3% for the nine months ended
September 29, 1995 compared to 14.0% for the same period in 1994.
Selling, general and administrative expenses amounted to $14.4 million,
or 12.5% of net sales, for the three months ended September 29, 1995 compared
to $14.4 million, or 13.8% of net sales, for the three months ended September
30, 1994.
OPERATING INCOME
Operating income for the nine months ended September 29, 1995 was $40.3
million compared to $36.4 million for the nine months ended September 30,
1994.
Operating income for the three months ended September 29, 1995 was $13.2
million compared to $13.4 million in the same period in 1994.
INTEREST EXPENSE
Interest expense for the nine months ended September 29, 1995 was $13.7
million compared to $14.2 million for the nine months ended September 30,
1994.
Interest expense for the three months ended September 29, 1995 was $4.5
million compared to $4.7 million for the same period in 1994.
NET INCOME
Net income for the nine months ended September 29, 1995 was a record
$16.4 million, or $1.11 per share, a 23.9 percent increase over last years'
$13.2 million, or $0.90 per share. The 1995 period benefited from higher net
sales and operating income.
Net income for the three months ended September 29, 1995 was a record
$5.4 million, or $0.36 per share, compared to $5.2 million, or $0.35 per
share, for the three months ended September 30, 1994.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 29, 1995, cash decreased by $7.6
million. Cash provided from operating activities was $1.1 million and cash
received from the reimbursement of construction deposits was $1.8 million.
Cash of $7.4 million was used for additions to property, plant and equipment
and $3.0 million was applied to long-term debt payments.
On September 29, 1995, the Company had working capital of $111.8 million,
or 30.2% of total assets, and $61.8 million of unused bank borrowing capacity.
The Company believes that borrowing availability under the Credit
Facility and cash generated from operations will be adequate to fund working
capital requirements, debt service payments and planned capital expenditures
for the foreseeable future.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
Exhibit No.
11 - Statement re computation of per share
earnings.
27 - Financial Data Schedule for the nine month
interim period ended September 29, 1995.
(Submitted only in EDGAR filing to Securities
and Exchange Commission)
b) No reports on Form 8-K have been filed during the quarter
ended September 29, 1995.
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.
TRIANGLE PACIFIC CORP.
Date November 13, 1995 By: /s/ M. Joseph McHugh
------------------ -----------------------------------
M. Joseph McHugh
President and Chief Operating Officer
(duly authorized officer)
Date: November 13, 1995 By: /s/ Robert J. Symon
------------------- -----------------------------------
Robert J. Symon
Executive Vice President,
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
EXHIBIT 11
TRIANGLE PACIFIC CORP.
COMPUTATION OF NET INCOME PER SHARE
NINE MONTHS ENDED THREE MONTHS ENDED
---------------------- ----------------------
SEPT. 29, SEPT. 30, SEPT. 29, SEPT. 30,
1995 1994 1995 1994
---------- ---------- ---------- ----------
Net Income $16,374,000 $13,219,000 $ 5,379,000 $ 5,217,000
========== ========== ========== ==========
Shares outstanding
beginning of
period 14,662,609 14,647,607 14,663,365 14,661,329
Weighted average number
of shares issued from
exercise of stock options 504 11,242 - 1,280
---------- ---------- ---------- ----------
Weighted average number
of shares outstanding 14,663,113 14,658,849 14,663,365 14,662,609
Shares issuable from assumed
exercise of stock options,
reduced by the number of
shares which could have
been purchased with the
proceeds from exercise of
such options 110,898 58,046 174,910 56,728
---------- ---------- ---------- ----------
Weighted average number
of shares outstanding as
adjusted 14,774,011 14,716,895 14,838,275 14,719,337
========== ========== ========== ==========
Primary income per common
and common equivalent
share $ 1.11 $ 0.90 $ 0.36 $ 0.35
========== ========== ========== ==========
Assuming full dilution:
Weighted average number
of shares outstanding 14,663,113 14,658,849 14,663,365 14,662,609
Shares issuable from
assumed exercise of
stock options reduced
by the number of shares
which could have been
purchased with the
proceeds from exercise
of such options 173,057 58,557 174,910 58,557
---------- ---------- ---------- ----------
Weighted average number
of shares outstanding as
adjusted 14,836,170 14,717,406 14,838,275 14,721,166
========== ========== ========== ==========
Fully diluted income per
common and common
equalivalent share $ 1.10 $ 0.90 $ 0.36 $ 0.35
========== ========== ========== ==========
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-29-1995
<PERIOD-END> SEP-29-1995
<CASH> 17,355,000
<SECURITIES> 0
<RECEIVABLES> 50,083,000
<ALLOWANCES> 2,798,000
<INVENTORY> 77,381,000
<CURRENT-ASSETS> 156,659,000
<PP&E> 142,456,000
<DEPRECIATION> 27,855,000
<TOTAL-ASSETS> 370,831,000
<CURRENT-LIABILITIES> 42,810,000
<BONDS> 0
<COMMON> 147,000
0
0
<OTHER-SE> 123,123,000
<TOTAL-LIABILITY-AND-EQUITY> 370,831,000
<SALES> 339,539,000
<TOTAL-REVENUES> 339,539,000
<CGS> 252,859,000
<TOTAL-COSTS> 252,859,000
<OTHER-EXPENSES> 45,904,000
<LOSS-PROVISION> 449,000
<INTEREST-EXPENSE> 13,656,000
<INCOME-PRETAX> 26,671,000
<INCOME-TAX> 10,297,000
<INCOME-CONTINUING> 16,374,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,374,000
<EPS-PRIMARY> $1.11
<EPS-DILUTED> 0
</TABLE>
