<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 23, 1998
----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
-----------------------------------------
Commission file number 0-1667
---------------------------------------------
Bob Evans Farms, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-4421866
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3776 South High Street Columbus, Ohio 43207
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(614) 491-2225
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and formal 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 the close of the period covered by this report, the registrant
had issued 42,638,118 common shares, of which 40,980,809 were outstanding.
<PAGE> 2
BOB EVANS FARMS, INC.
PART I - FINANCIAL INFORMATION
<TABLE>
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
(Dollars in thousands)
Oct. 23, 1998 April 24,1998
------------- -------------
Unaudited Audited
--------- -------
<S> <C> <C>
ASSETS
- ------
Current assets
Cash and equivalents $ 8,147 $ 15,397
Trade accounts receivable 16,018 17,061
Inventories 23,707 22,709
Federal and state income taxes 0 1,032
Deferred income taxes 7,559 7,559
Prepaid expenses 2,300 1,640
-------- --------
TOTAL CURRENT ASSETS 57,731 65,398
Property, plant and equipment 746,012 725,244
Less accumulated depreciation 254,280 239,295
-------- --------
NET PROPERTY, PLANT AND EQUIPMENT 491,732 485,949
Other assets
Deposits and other 3,266 3,223
Long-term investments 8,046 6,264
Deferred income taxes 8,900 8,900
Cost in excess of net assets acquired 9,130 9,399
Other intangible assets 640 798
-------- --------
TOTAL OTHER ASSETS 29,982 28,584
-------- --------
$579,445 $579,931
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Line of credit $ 27,015 $ 39,420
Accounts payable 8,603 7,909
Dividends payable 3,323 3,334
Federal and state income taxes 3,172 0
Accrued wages and related liabilities 12,483 14,644
Other accrued expenses 43,392 40,961
-------- --------
TOTAL CURRENT LIABILITIES 97,988 106,268
Long-term liabilities
Deferred income taxes 15,244 15,244
Notes payable (net of discount of $141,000 at
Oct. 23, 1998, and $187,000 at April 24, 1998) 1,269 1,223
-------- --------
TOTAL LONG-TERM LIABILITIES 16,513 16,467
Stockholders' equity
Common stock, $.01 par value; authorized 100,000,000
shares; issued 42,638,118 shares at Oct. 23, 1998,
and April 24, 1998 426 426
Preferred stock: authorized 1,200 shares; issued 120
shares at Oct. 23, 1998, and April 24, 1998 60 60
Capital in excess of par value 146,997 147,213
Retained earnings 346,560 323,720
-------- --------
494,043 471,419
Less treasury stock: 1,657,309 shares at Oct. 23, 1998,
and 964,013 shares at April 24, 1998, at cost 29,099 14,223
-------- --------
TOTAL STOCKHOLDERS' EQUITY 464,944 457,196
-------- --------
$579,445 $579,931
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 3
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
---------
<CAPTION>
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 23, 1998 Oct. 24, 1997 Oct. 23, 1998 Oct. 24, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $239,328 $224,675 $479,665 $446,720
Cost of sales 66,651 69,232 138,641 140,324
Operating wage and fringe benefit expenses 74,725 69,199 149,881 138,625
Other operating expenses 32,418 31,100 65,220 61,567
Selling, general and administrative expenses 32,381 27,930 61,715 54,461
Depreciation expense 8,460 7,845 16,774 15,312
-------- -------- -------- --------
OPERATING INCOME 24,693 19,369 47,434 36,431
Net interest expense (252) (772) (608) (1,361)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 24,441 18,597 46,826 35,070
PROVISIONS FOR INCOME TAXES
Federal 7,382 5,635 14,142 10,626
State 1,662 1,264 3,184 2,385
-------- -------- -------- --------
9,044 6,899 17,326 13,011
-------- -------- -------- --------
NET INCOME $ 15,397 $ 11,698 $ 29,500 $ 22,059
======== ======== ======== ========
EARNINGS PER SHARE - BASIC $ 0.37 $ 0.28 $ 0.71 $ 0.53
======== ======== ======== ========
EARNINGS PER SHARE - DILUTED $ 0.37 $ 0.28 $ 0.71 $ 0.53
======== ======== ======== ========
CASH DIVIDENDS PER SHARE $ 0.09 $ 0.08 $ 0.17 $ 0.16
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
-3-
<PAGE> 4
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<CAPTION>
(Dollars in thousands)
Six Months Ended
----------------
Oct. 23, 1998 Oct. 24, 1997
------------- -------------
<S> <C> <C>
Operating activities:
Net income $ 29,500 $ 22,059
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 17,373 15,740
Loss (Gain) on sale of property and equipment 36 (40)
Compensation expense attributable to stock plans 803 261
Cash provided by (used for) current assets and current liabilities:
Accounts receivable 1,043 (1,087)
Inventories (998) 408
Prepaid expenses (660) (351)
Accounts payable 694 1,715
Federal and state income taxes 4,204 5,230
Accrued wages and related liabilities (2,964) (2,155)
Other accrued expenses 2,431 4,967
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 51,462 46,747
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (22,683) (23,265)
Purchase of investments (1,954) 0
Proceeds from sale of property, plant and equipment 90 165
Other (43) 647
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (24,590) (22,453)
FINANCING ACTIVITIES:
Cash dividends paid (6,671) (6,661)
Payments on line of credit (12,405) (20,330)
Purchase of treasury stock (18,259) (599)
Interest accrued on long-term notes 46 60
Distribution of treasury stock
due to the exercise of stock
options and employee bonuses 3,167 309
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (34,122) (27,221)
-------- --------
Decrease in cash and equivalents (7,250) (2,927)
Cash and equivalents at the beginning of the period 15,397 12,283
-------- --------
Cash and equivalents at the end of the period $ 8,147 $ 9,356
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 5
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
---------
1. Unaudited Financial Statements
------------------------------
The accompanying unaudited financial statements are presented in
accordance with the requirements of Form 10-Q and, consequently, do not
include all of the disclosures normally required by generally accepted
accounting principles, or those normally made in the company's Form
10-K filing. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation have been included. No significant changes have occurred
in the disclosures made in Form 10-K for the fiscal year ended April
24, 1998 (refer to Form 10-K for a summary of significant accounting
policies followed in the preparation of the consolidated financial
statements).
2. Earnings Per Share
------------------
In 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings
Per Share. The company adopted SFAS No. 128 in the third quarter of
fiscal 1998. All earnings per share data presented in these financial
statements have been restated to conform with the provisions of SFAS
No. 128. Basic earnings per share computations are based on the
weighted-average number of shares of common stock outstanding during
the period presented. Diluted earnings per share calculations reflect
the assumed exercise and conversion of employee stock options.
The numerator in calculating both basic and diluted earnings per share
for each period is reported net income. The denominator is based on the
following weighted-average number of common shares outstanding:
<TABLE>
<CAPTION>
(in thousands)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 23, 1998 Oct. 24, 1997 Oct. 23, 1998 Oct. 24, 1997
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Basic 41,407 41,578 41,536 41,584
Effect of dilutive
stock options 268 183 292 183
------ ------ ------ ------
Diluted 41,675 41,761 41,828 41,767
====== ====== ====== ======
</TABLE>
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<PAGE> 6
3. Industry Segments
-----------------
In fiscal 1999, the company adopted SFAS No.131, Disclosures about
Segments of an Enterprise and Related Information. The company's
operations include restaurant operations and the processing and sale of
food and related products. The revenues from these segments include
both sales to unaffiliated customers and intersegment sales, which are
accounted for on a basis consistent with sales to unaffiliated
customers. Intersegment sales and other intersegment transactions have
been eliminated in the consolidated financial statements. Information
on the company's operating segments is summarized as follows:
<TABLE>
<CAPTION>
(in thousands)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 23, 1998 Oct. 24, 1997 Oct. 23, 1998 Oct. 24, 1997
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales
Restaurant Operations $179,322 $167,363 $357,165 $330,590
Food Products 68,400 66,474 139,098 134,494
-------- -------- -------- --------
247,722 233,837 496,263 465,084
Intersegment sales of food products (8,394) (9,162) (16,598) (18,364)
-------- -------- -------- --------
Total $239,328 $224,675 $479,665 $446,720
======== ======== ======== ========
Operating Income
Restaurant Operations $ 18,998 $ 16,605 $ 36,937 $ 32,524
Food Products 5,695 2,764 10,497 3,907
-------- -------- -------- --------
Total $ 24,693 $ 19,369 $ 47,434 $ 36,431
======== ======== ======== ========
</TABLE>
4. New Accounting Standard
-----------------------
In 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income,
which requires that an enterprise report the change in its equity
during the period from nonowner sources as other comprehensive income.
The company has evaluated the statement and determined that there are
no items which qualify as other comprehensive income. As a result, SFAS
No. 130 does not currently apply to the company and has not been
presented in the general-purpose financial statements.
-6-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SALES
Consolidated net sales for Bob Evans Farms, Inc. and subsidiaries (the
company) increased $14.6 million, or 6.5%, in the second quarter ended October
23, 1998, compared to the corresponding quarter a year ago. The increase was the
result of a $11.9 million sales increase in the restaurant segment and a $2.7
million sales increase in the food products segment during the period. For the
six-month period ended October 23, 1998, consolidated net sales increased $32.9
million, or 7.4%, compared to the previous year. This increase was comprised of
a restaurant segment sales increase of $26.6 million and a food products segment
sales increase of $6.3 million. Restaurant segment sales historically account
for approximately 75% of total sales.
The restaurant segment sales increase of $11.9 million, or 7.1%, in the
second quarter was the result of a 5.5% increase in same-store sales as well as
more restaurants in operation. The same-store sales increase, inclusive of an
average menu price increase of 2.5%, represented the eighth consecutive quarter
of same-store sales growth. Additional sales growth was provided by an increase
in the number of operating locations: 408 at October 23, 1998 versus 401 a year
earlier. During the second quarter, the company opened two new restaurants and
closed one existing restaurant. The company expects to open approximately 19
additional locations in the last half of fiscal 1999.
The chart below summarizes the restaurant openings and closings during the
last six quarters:
<TABLE>
<CAPTION>
Beginning Opened Closed Ending
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal 1999
1st quarter 408 0 1 407
2nd quarter 407 2 1 408
Fiscal 1998
1st quarter 394 4 1 397
2nd quarter 397 5 1 401
3rd quarter 401 3 1 403
4th quarter 403 7 2 408
</TABLE>
-7-
<PAGE> 8
The food products segment sales increased $2.7 million, or 4.7%, for the
second quarter and $6.3 million, or 5.5%, through six months compared to the
corresponding periods a year ago. The second quarter increase, as well as the
six-month comparison, were due mostly to increased sausage sales volume as
comparable pounds of sausage products sold were up 10% for the quarter and year
to date. Including new products, total volume increased 14% for the quarter. The
factors which contributed to the increase in volume sold were increased
promotional activity and reduced wholesale and retail prices for most of the
company's sausage products, which made them more affordable to consumers. The
benchmark retail price for a one-pound roll of sausage was $2.99 for the first
six months of fiscal 1999 versus $3.09 for the first six months of fiscal 1998.
The price decrease reduced net sales but was not significant enough to offset
the sales increase provided by the additional volume sold.
COST OF SALES
Consolidated cost of sales (cost of materials) was 27.8% of sales in the
second quarter compared to 30.8% of sales in the second quarter a year ago.
Year-to-date, consolidated cost of sales represented 28.9% of sales versus 31.4%
last fiscal year.
In the restaurant segment, food cost (cost of sales) was 25.7% of sales in
the second quarter and 25.8% of sales year-to-date, versus 26.2% and 26.1%,
respectively, in the corresponding periods last year. The improvement in food
cost was reflective of changes in product mix. Management believes that changes
made in the menu layout to highlight higher margin offerings contributed to the
positive changes in product mix.
In the food products segment, cost of sales was 34.4% of sales for the
quarter and 37.9% year-to-date compared to 44.2% and 46.4%, respectively, for
the corresponding periods a year ago. These changes were due to significant
reductions in hog costs, which averaged $24.45 per hundredweight in the second
quarter of this year versus $45.50 per hundredweight in the second quarter last
year, a 46.3% decrease. These costs represented a continued downward trend since
the first quarter of fiscal 1998.
-8-
<PAGE> 9
OPERATING WAGE AND FRINGE BENEFIT EXPENSES
Consolidated operating wage and fringe benefit expenses increased to 31.2%
from 30.8% of sales in the second quarter and to 31.2% from 31.0% of sales
year-to-date in comparison to the corresponding periods last year.
In the restaurant segment, operating wage and fringe benefit expenses
represented 37.5% of sales for the quarter and 37.7% of sales year-to-date
versus 37.3% and 37.7%, respectively, for the corresponding periods a year ago.
The second quarter increase was due mostly to higher hourly and management
wages.
In the food products segment, operating wage and fringe benefit expenses
represented 12.5% of sales for the quarter and 12.4% of sales year-to-date
versus 11.8% and 12.1%, respectively, of sales for the corresponding periods a
year ago. The increase in operating wage and fringe benefit expense for food
products was primarily due to hourly wages and profit sharing expense.
OTHER OPERATING EXPENSES
Approximately 90% of other operating expenses occurred in the restaurant
segment; the most significant components of which were advertising, utilities,
restaurant supplies, repair and maintenance, general liability insurance and
taxes (other than income taxes). Consolidated other operating expenses
represented 13.5% of sales for the quarter and 13.6% year-to-date in comparison
to 13.8% for both periods last year. Restaurant operating expenses as a percent
of sales decreased due mostly to the fixed nature of many of the expenses,
specifically advertising costs, general liability insurance and restaurant
supplies.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consolidated selling, general and administrative expenses represented 13.5%
of sales for the quarter and 12.9% of sales year-to-date in comparison to 12.4%
and 12.2%, respectively, in the corresponding periods a year ago. The most
significant components of selling, general and administrative expenses
-9-
<PAGE> 10
were wages and fringe benefits and food products segment promotional and
advertising expenses. The increase was the result of increased promotional
activity for the company's sausage products.
NET INCOME
Consolidated net income increased $3.7 million, or 31.6%, for the second
quarter of fiscal 1999 compared to the same period a year ago. Both segments
contributed to the higher net income amount. The food products segment's
operating income more than doubled from $2.8 million to $5.7 million as a result
of strong volume growth and very favorable hog costs. The restaurant segment
contributed to the higher profits with a $2.4 million (or 14.4%) operating
income increase. This increase was due mostly to the continued positive momentum
in same-store sales.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from both the restaurant and food products segments has been
used as the main source of working capital and capital expenditure requirements.
Bank lines of credit were also used for liquidity needs and capital expansion at
various times. The total bank lines of credit available is $100.0 million, of
which $27.0 million was outstanding at Oct. 23, 1998.
Management believes that the funds needed for capital expenditures and
working capital during the remainder of fiscal 1999 will be generated both
internally and from available bank lines of credit. Longer-term financing
alternatives will continue to be evaluated by the company as conditions warrant.
YEAR 2000
In 1998, the company established a formal plan to assess the impact
of the year 2000 issue on the software and hardware utilized in its internal
operations, including those that affect customers, suppliers and other
constituents. The company has plans such that all changes to software and
hardware necessitated by the year 2000 issue will be completed in a timely
manner, and that all such systems will be year 2000 compliant by Dec. 31, 1999.
The company contacted critical suppliers of products and services to determine
if the suppliers' operations and the products and services they provide are year
-10-
<PAGE> 11
2000 compliant. Management will continue to monitor critical suppliers' progress
with their year 2000 projects. The current estimated costs associated with
implementing the company's year 2000 readiness plan are not material in any year
to the company's consolidated financial position, results of operations or cash
flows. However, the company could be adversely impacted if its suppliers and
customers do not make necessary changes to their own systems and products
successfully and in a timely manner. All modification costs relating to this
issue are expensed as incurred.
State of readiness: The company has addressed the impact on both
information technology ("IT") and non-IT systems. An assessment of steps the
company will take to address year 2000 problems, with all of its systems, is
complete. The implementation of these steps and the testing of systems are more
than 80% complete. All phases of implementation and testing are expected to be
completed by the fall of 1999. The company is actively monitoring the status of
year 2000 projects at third parties with which the company has material
relationships.
Costs to address year 2000 issues: Historical and estimated future
costs of implementing the company's year 2000 readiness plan are expected to
total less than $500,000.
Risks associated with year 2000 issues: Management believes that the
aforementioned plan is comprehensive and will reduce the risks associated with
year 2000 issues to a minimal level for its internal systems. The risks to the
company of third parties' (e.g. utility companies, banks and other critical
suppliers and customers) failure to be year 2000 compliant is difficult to
determine, but could be potentially significant.
Contingency Plan: The company does not yet have a formal contingency
plan, but is in the process of creating one. The contingency plan is expected to
be completed by December 31, 1999.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this report which are not historical fact are
"forward-looking statements" that involve various important assumptions, risks,
uncertainties and other factors which could cause the company's actual results
for 1999 and beyond to differ materially from those expressed in such
forward-looking statements. These important factors include, without limitation,
changes in hog costs and the possibility of severe weather conditions where the
company operates its restaurants, as well as other risks previously disclosed in
the company's securities filings and press releases.
-11-
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the Company (the "Annual
Meeting") was held on September 14, 1998. At the Annual
Meeting, 41,664,056 common shares were outstanding and
entitled to vote and 34,439,967 or 82.7% of the outstanding
common shares entitled to vote were represented in person or
by proxy.
(b) Directors elected at the Annual Meeting:
Daniel E. Evans
Michael J. Gasser
E.W. (Bill) Ingram III
Directors whose term of office continued after the Annual
Meeting:
Stewart K. Owens Daniel A. Fronk
Larry C. Corbin Cheryl L. Krueger
Robert E.H. Rabold G. Robert Lucas II
(c) Matters voted upon at the Annual Meeting:
<TABLE>
<CAPTION>
FOR WITHHELD
----- ----------
<S> <C> <C>
1) Election of Daniel E. Evans 32,204,569 2,235,398
2) Election of Michael J. Gasser 32,212,533 2,227,434
3) Election of E.W. (Bill) Ingram III 32,379,613 2,060,354
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
----- --------- ---------
<S> <C> <C> <C>
4) Proposal to approve the Bob Evans
Farms, Inc. 1998 Stock Option
and Incentive Plan 14,721,535 13,897,156 561,097
5) Stockholder proposal regarding
the sale or merger of the company 2,835,839 25,448,598 888,925
6) Stockholder proposal to declassify
the company's board of directors 14,180,388 14,110,130 880,843
</TABLE>
Note: Per page 1 of the company's proxy statement,
abstentions were counted as present for quorum
purposes; however, the effect of an abstention on any
matter voted upon by the stockholders of the company
at the Annual Meeting was the same as a "no" vote.
(d) Not applicable
-12-
<PAGE> 13
ITEM 5. OTHER INFORMATION
As discussed in the company's Proxy Statement for the 1998 Annual
Meeting of Stockholders, any qualified stockholder of the company who intends to
submit a proposal to the company at the 1999 Annual Meeting of Stockholders (the
"1999 Annual Meeting") must submit such proposal to the company not later than
April 13, 1999 to be considered for inclusion in the company's Proxy Statement
and form of Proxy (the "Proxy Materials") relating to that meeting. If a
stockholder intends to present a proposal at the 1999 Annual Meeting of
Stockholders, but has not sought the inclusion of such proposal in the company's
Proxy Materials, such proposal must be received by the company prior to June 29,
1999 or the company's management proxies for the 1999 Annual Meeting will be
entitled to use their discretionary voting authority should such proposal then
be raised, without any discussion of the matter in the company's Proxy
Materials.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
None
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.
Bob Evans Farms, Inc.
---------------------------------
Registrant
/s/ Daniel E. Evans
----------------------------------
Daniel E. Evans
Chairman of the Board
(Chief Executive Officer)
/s/ Donald J. Radkoski
----------------------------------
Donald J. Radkoski
Group Vice President and Treasurer
(Chief Financial Officer)
December 4, 1998
--------------------
Date
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME OF BOB EVANS
FARMS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR
THE PERIOD ENDED OCT. 23, 1998.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> APR-25-1998
<PERIOD-END> OCT-23-1998
<EXCHANGE-RATE> 1
<CASH> 8,147
<SECURITIES> 0
<RECEIVABLES> 16,018
<ALLOWANCES> 0
<INVENTORY> 23,707
<CURRENT-ASSETS> 57,731
<PP&E> 746,012
<DEPRECIATION> 254,280
<TOTAL-ASSETS> 579,445
<CURRENT-LIABILITIES> 97,988
<BONDS> 0
0
60
<COMMON> 426
<OTHER-SE> 464,458
<TOTAL-LIABILITY-AND-EQUITY> 579,445
<SALES> 479,665
<TOTAL-REVENUES> 479,665
<CGS> 138,641
<TOTAL-COSTS> 370,516
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 608
<INCOME-PRETAX> 46,826
<INCOME-TAX> 17,326
<INCOME-CONTINUING> 29,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,500
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
</TABLE>
