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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission file number 1-8247
JOHNS MANVILLE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0856796
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 17th Street
Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 978-2000
--------------
(Registrant's telephone number, including area code)
SCHULLER CORPORATION
- --------------------------------------------------------------------------------
(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
At May 6, 1997, there were 161,533,290 shares of the registrant's
common stock outstanding.
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*PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
* "JM" or the "Company" when used in this report refers to Johns
Manville Corporation (formerly known as Schuller Corporation),
incorporated in the State of Delaware in 1991, and includes, where
applicable, its consolidated subsidiaries.
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JOHNS MANVILLE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
----------- -----------
<S> <C> <C>
Current Assets
Cash and equivalents $ 103,137 $ 206,605
Marketable securities, at cost,
which approximates market 27,501 42,690
Receivables 234,678 229,665
Inventories 114,117 101,041
Prepaid expenses 6,341 7,921
Deferred tax assets 28,569 30,001
----------- -----------
Total Current Assets 514,343 617,923
Property, Plant and Equipment,
net of accumulated depreciation
of $634,775 and $630,638, respectively 770,050 770,420
Deferred Tax Assets 212,161 212,161
Other Assets 462,223 346,222
----------- -----------
$ 1,958,777 $ 1,946,726
=========== ===========
LIABILITIES
Current Liabilities
Accounts and notes payable $ 110,660 $ 152,599
Compensation and employee benefits 94,358 105,629
Income taxes 35,313 35,837
Other accrued liabilities 71,709 68,888
----------- -----------
Total Current Liabilities 312,040 362,953
Long-Term Debt, less current portion 475,114 428,160
Postretirement Benefits Other Than Pensions 204,060 200,822
Deferred Income Taxes and Other
Noncurrent Liabilities 369,520 374,329
----------- -----------
1,360,734 1,366,264
----------- -----------
Contingencies (Note 3)
STOCKHOLDERS' EQUITY
Common Stock 1,627 1,627
Capital in Excess of Par Value 539,790 539,423
Treasury Stock, at cost (16,241) (16,241)
Unearned Stock Compensation (8,518) (9,124)
Retained Earnings 60,753 38,106
Cumulative Currency Translation Adjustment 20,632 26,671
----------- -----------
598,043 580,462
----------- -----------
$ 1,958,777 $ 1,946,726
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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JOHNS MANVILLE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
(Thousands of dollars, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
----------------------
1997 1996
--------- ---------
<S> <C> <C>
Net Sales $ 379,010 $ 326,109
Cost of Sales 278,354 232,550
Selling, General and Administrative 40,461 36,830
Research, Development and Engineering 7,277 7,053
Other Income (Expense), net (3,220) 5,615
--------- ---------
Income from Operations 49,698 55,291
Interest Income 2,955 6,474
Interest Expense 12,807 12,588
Profit Sharing Expense 6,562
--------- ---------
Income from Continuing Operations
before Income Taxes 39,846 42,615
Income Tax Expense (Benefit) 12,354 (85,763)
--------- ---------
Income from Continuing Operations 27,492 128,378
Gain on Disposal of Discontinued Operations,
net of tax 177,159
--------- ---------
Income before Extraordinary Item 27,492 305,537
Extraordinary Loss on Trust Settlements,
net of tax (314,296)
--------- ---------
Net Income (Loss) 27,492 (8,759)
Preference Stock Dividends (6,231)
--------- ---------
Net Income (Loss) Applicable to Common Stock $ 27,492 $ (14,990)
========= =========
EARNINGS (LOSS) PER COMMON SHARE (AFTER
PREFERENCE STOCK DIVIDENDS)
Primary and Fully Diluted:
Income from Continuing Operations $ .17 $ .98
Gain on Disposal of Discontinued Operations,
net of tax 1.42
--------- ---------
Income before Extraordinary Item .17 2.40
Extraordinary Loss on Trust Settlements,
net of tax (2.52)
--------- ---------
Net Income (Loss) Applicable to Common Stock $ .17 $ (.12)
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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JOHNS MANVILLE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 27,492 $ (8,759)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 18,982 16,461
Deferred taxes 1,281 (109,552)
Gain on disposal of discontinued operations (177,159)
Extraordinary loss on trust settlements 314,296
Other, net 8,514 26,390
Change in net current assets and liabilities (39,880) (30,192)
Change in noncurrent liabilities (4,944) 3,966
----------- -----------
Net cash provided by operating activities 11,445 35,451
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (18,993) (25,209)
Acquisitions (113,010) (49,818)
Proceeds from sales of assets 9 1,464
Proceeds from disposition of Riverwood 1,081,341
Purchases of held-to-maturity securities (49) (30,047)
Purchases of available-for-sale securities (275) (28,549)
Proceeds from maturities of held-to-maturity
securities 1,003 59,268
Proceeds from sales or maturities of
available-for-sale securities 14,504 49,106
(Increase) decrease in other assets (9,057) 10,968
----------- -----------
Net cash provided by (used in) investing
activities (125,868) 1,068,524
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt 56,000 168
Payments on debt (40,065) (10)
Dividends on common stock (4,845)
Dividends on preference stock (6,231)
Treasury and other stock transactions 332 (2,288)
----------- -----------
Net cash provided by (used in) financing activities 11,422 (8,361)
----------- -----------
Effect of Exchange Rate Changes on Cash (467) (455)
----------- -----------
Net Increase (Decrease) in Cash and Equivalents (103,468) 1,095,159
Cash and Equivalents at Beginning of Period 206,605 310,809
----------- -----------
Cash and Equivalents at End of Period $ 103,137 $ 1,405,968
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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JOHNS MANVILLE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On May 2, 1997, Johns Manville Corporation (the "Company") changed its name
from Schuller Corporation. The condensed consolidated financial statements of
the Company as of March 31, 1997 and December 31, 1996 and for the three months
ended March 31, 1997 and 1996 reflect all normal, recurring adjustments which
are, in the opinion of management, necessary for a fair presentation of the
financial condition and the results of operations for the periods presented.
The year-end condensed consolidated balance sheet was derived from audited
financial statements, and as presented does not include all disclosures
required by generally accepted accounting principles. The Company has
reclassified the presentation of certain prior period information to conform
with the current presentation format. Additional information regarding the
Company's accounting policies, operations and financial position is contained
or incorporated in the Company's Form 10-K for the year ended December 31, 1996
filed with the Securities and Exchange Commission.
Note 1 - Inventories
The major classes of inventories were as follows:
<TABLE>
<CAPTION>
(Thousands of dollars)
March 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Finished goods $ 72,135 $ 60,456
Raw materials and supplies 32,460 32,113
Work-in-process 9,522 8,472
------------ ------------
$ 114,117 $ 101,041
============ ============
</TABLE>
Note 2 - Income Taxes
The 1997 estimated effective tax rate of 31 percent reflects the Company's
ability to utilize foreign tax credits and prior years' general business credits
due to the Company's expected taxable income in 1997. For the quarter ended
March 31, 1996, the net income tax benefit of $85.8 million included a $104.5
million tax benefit on the portion of a special cash dividend that was paid to
the Manville Personal Injury Settlement Trust (the "Trust"). Exclusive of the
tax benefit on the special cash dividend, the Company's first quarter 1996 tax
rate was 44 percent.
Note 3 - Disposition of Riverwood International Corporation ("Riverwood")
During the first quarter of 1996, the Company disposed of its 81.3 percent
interest in Riverwood and received gross cash proceeds of $1.08 billion and
recorded a gain of $177.2 million, net of taxes of $177.8 million. In the
fourth quarter of 1996, an additional gain of $39.1 million was recognized,
adjusting the estimated taxes previously recorded from $177.8 million to $138.7
million, as the Company determined that it would be able to utilize foreign tax
credits applicable to the gain and other tax adjustments of the transaction.
Accordingly, the Company
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recognized a gain of $216.2 million, net of tax, for the full year of 1996. The
overall gain may be further adjusted when the Company's 1996 U.S. income tax
returns are completed in 1997 and indemnities, if any, (discussed below) are
known.
The Company has agreed to indemnify the purchaser of Riverwood and certain
affiliated parties against losses resulting from a breach of certain
representations or warranties. The Company will not be required to indemnify
the purchaser for losses until the aggregate amount of all losses exceeds $20
million. The Company's obligation to indemnify is limited to 80 percent of the
amount of losses in excess of $20 million and its aggregate liability is
limited to $100 million.
In addition, the Company may be responsible for certain Riverwood U.S. federal,
state and local income tax liabilities to the extent, if any, they are
attributable to audit adjustments for tax periods ending prior to the
disposition of Riverwood.
Note 4 - Extraordinary Loss on Trust Settlements
During the first quarter of 1996, the Company recorded an extraordinary loss of
$314.3 million, net of taxes of $169.2 million as the Company exchanged
approximately 32.5 million shares of its common stock for the settlement of the
Trust's profit sharing right to 20 percent of the Company's adjusted net
earnings.
Note 5 - Earnings (Loss) Per Common Share and Dividends
Primary and fully diluted earnings per common share amounts were determined
using the following common equivalent shares:
<TABLE>
<CAPTION>
First Quarter
---------------------------------
1997 1996
----------- -------------
<S> <C> <C>
Primary 163,071,000 124,866,000
Fully Diluted 163,073,000 125,258,000
</TABLE>
During 1996, earnings (loss) per share amounts were calculated after the
deduction for preference stock dividends. The Company redeemed its preference
stock on April 30, 1996. The Company paid a regular quarterly dividend of
$0.03 per common share, totaling $4.8 million, in the first quarter of 1997.
Note 6 - Acquisitions
During January 1997, the Company acquired the assets of Ergon Nonwovens, Inc.,
a manufacturer of synthetic meltblown nonwoven products. During February 1997,
the Company announced it had signed an agreement to acquire the Mitex group of
companies. Mitex is a leading manufacturer of fiber glass wall covering fabrics
used primarily in commercial and industrial buildings, and has manufacturing
facilities in Sweden and the United Kingdom. During the first quarter of 1997,
the Company deposited funds into escrow, pending the expected closing of the
Mitex acquisition during the second quarter. The combined purchase price for
the acquisitions described above
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was $113 million, financed from existing cash balances and borrowings of $45
million from international credit facilities. These acquisitions will be
accounted for under the purchase method.
Note 7 - New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128").
SFAS No. 128, effective for periods ending after December 15, 1997, revises the
computation and disclosure of earnings per share. Principal among computation
revisions is the replacement of primary earnings per share with basic earnings
per share, which does not consider common stock equivalents. In addition, SFAS
No. 128 modifies certain dilutive computations and replaces fully diluted
earnings per share with diluted earnings per share. Disclosure requirements
include, among others, dual presentation of basic and diluted earnings per
share, along with a reconciliation of the elements used in computing basic and
diluted earnings per share. At this time, the Company does not expect that the
adoption of SFAS No. 128 will have a material impact on the Company's reported
results.
Note 8 - Business Segment Information
Beginning in 1997, the Company reorganized its business segments and will
report separately its operating results in the following three principal
business segments: Insulation, consisting of the residential, commercial and
industrial and original equipment manufacturer ("OEM") insulation businesses;
Roofing Systems, consisting of the commercial and industrial roofing
businesses; and Engineered Products, consisting of the mats and fibers and
filtration businesses. The 1996 results were reclassified to conform with the
current presentation format.
<TABLE>
<CAPTION>
(Thousands of dollars)
Three Months
Ended March 31,
----------------------------
NET SALES 1997 1996
--------- ---------
<S> <C> <C>
Insulation $ 174,158 $ 155,521
Roofing Systems 99,052 62,607
Engineered Products 116,111 115,867
Corporate and Eliminations (10,311) (7,886)
--------- ---------
Net Sales $ 379,010 $ 326,109
========= =========
INCOME FROM OPERATIONS
Insulation $ 25,897 $ 24,801
Roofing Systems 7,476 2,792
Engineered Products 24,896 28,837
Corporate and Eliminations (8,571) (1,139)
--------- ---------
Income from Operations $ 49,698 $ 55,291
========= =========
</TABLE>
Net sales included in Corporate and Eliminations relate principally to the
elimination of intersegment sales from the Engineered Products segment to the
Roofing Systems segment (at prices approximating market).
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ITEM 2.
JOHNS MANVILLE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's net sales in the first quarter of 1997 increased $52.9 million,
or 16.2 percent, to $379 million compared with $326.1 million for the same
period of 1996. Gross profit increased $7.1 million, or 7.6 percent, to $100.7
million from $93.6 million. Lower gross profit margins for the first quarter
of 1997 compared with the first quarter of 1996 were due principally to lower
selling prices in several businesses. Selling, general, administrative and
research, development and engineering expenses increased $3.9 million, or 8.8
percent, to $47.7 million. These expenses were lower as a percentage of sales
at 12.6 percent for 1997 compared with 13.5 percent for 1996, due primarily to
the integration of 1996 acquisitions. In addition, other income of $5.6
million for 1996 included a $7.2 million gain from the settlement of certain
pension plans. Exclusive of the $7.2 million gain, 1997 first quarter income
from operations of $49.7 million would have been up $1.6 million compared with
the same period of 1996.
Insulation Segment
The Insulation segment's net sales increased $18.7 million, or 12 percent, to
$174.2 million from $155.5 million for the first quarter of 1996. During the
first quarter of 1997, sales volumes increased as the Company's residential and
commercial and industrial insulation businesses continued to benefit from strong
U.S. construction markets. Meanwhile, income from operations increased $1.1
million, or 4.4 percent, to $25.9 million from $24.8 million as the higher sales
volumes were partially offset by selling price declines for residential
insulation resulting from continued competitive pricing pressures. In addition,
OEM insulation had slightly improved operating results for the first quarter of
1997.
Roofing Systems Segment
Net sales for the Roofing Systems segment increased $36.5 million, or 58.2
percent, to $99.1 million for the first quarter of 1997 from $62.6 million for
the same period of 1996. Income from operations for 1997 increased $4.7
million to $7.5 million from $2.8 million for 1996. These increases are driven
primarily by the inclusion of a full quarter of operating results of
acquisitions completed during 1996. Decreased costs due to manufacturing
efficiencies and integration of acquisitions led to improved margins and also
raised operating income during the first quarter of 1997.
Engineered Products Segment
The Engineered Products segment's net sales were $116.1 million for the first
quarter of 1997 compared with $115.9 million for the first quarter
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of 1996, while income from operations decreased $3.9 million, or 13.7 percent,
to $24.9 million from $28.8 million. Net sales increased for the U.S. mats and
fibers business as strong demand resulted in higher sales volumes. Operating
profits, while also increasing due to higher sales volumes, were partially
offset by lower selling prices due to competitive pricing pressures. Slight
improvements for the Company's German operations on higher sales volumes were
more than offset by the impacts of the strength of the U.S. dollar against the
German mark on reported results. Operating results of the filtration business
for the first quarter of 1997 decreased on slightly lower net sales as
competitive pressures led to lower volumes and selling prices.
Compared with the first quarter of 1996, the Company's interest income
decreased $3.5 million to $3 million in 1997 from $6.5 million, due primarily
to lower average cash and marketable securities balances.
The 1997 estimated effective tax rate of 31 percent reflects the Company's
ability to utilize foreign tax credits and prior years' general business
credits due to the Company's expected taxable income in 1997. For the quarter
ended March 31, 1996, the Company reported a net income tax benefit of $85.8
million, which included a $104.5 million tax benefit on the portion of the
special cash dividend that was paid to the Trust. Exclusive of the tax benefit
on the special cash dividend, the Company's tax rate was 44 percent for the
quarter ended March 31, 1996.
During the first quarter of 1996, the Company recorded a net gain of $177.2
million ($1.42 per common share) on the disposition of its 81.3 percent
interest in Riverwood International Corporation. The net gain on the Riverwood
disposition, adjusted in the fourth quarter of 1996 to $216.2 million for the
full year, may be further adjusted when the Company's 1996 U.S. income tax
returns are completed in 1997 and certain indemnities, if any, are known. Also
during the first quarter of 1997, the Company recorded an extraordinary net
loss of $314.3 million ($2.52 per common share) on the settlement of the
Trust's profit sharing right to 20 percent of the Company's adjusted net
earnings.
The Company's net income applicable to common stock for the first quarter of
1997 was $27.5 million, or $0.17 per share, based on approximately 163 million
weighted average shares. The net loss applicable to common stock for the first
quarter of 1996 was $15 million, or $0.12 per share, based on approximately 125
million weighted average shares. Earnings (loss) per common share amounts for
1996 were calculated after deducting preference stock dividends of $6.2
million. The Company redeemed its preference stock on April 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's agreements with its lenders contain a number of financial and
general covenants. These include, among other things, restrictions on
borrowings, investments, stock issuances and repurchases, dividends and other
distributions by Johns Manville International Group, Inc.
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(formerly Schuller International Group, Inc.), the Company's wholly owned
subsidiary, and restrictions on intercompany transactions, including transfers
of cash. As of March 31, 1997, the maximum amount available for dividends to
be paid by Johns Manville International Group, Inc. under its most restrictive
debt covenants was approximately $230 million. Noncompliance with these or
other covenants, or the occurrence of any other event of default, could result
in the termination of existing credit agreements and the acceleration of debt
owed by the Company and its subsidiaries. At March 31, 1997, the Company was
in compliance with these covenants.
At March 31, 1997, the Company had cash and marketable securities totaling
$130.6 million, of which $118.7 million was available for domestic operating
purposes. At December 31, 1996, the Company's cash and marketable securities
totaled $249.3 million. At March 31, 1997, the Company had $100 million
available under a receivables sale facility for its domestic short-term working
capital requirements. In addition, the Company's international subsidiaries
had borrowing and working capital facilities totaling $85 million, of which $45
million was borrowed to partially finance acquisitions, leaving approximately
$38 million available at March 31, 1997.
The Company's net operating activities provided $11.4 million of cash during
the first quarter of 1997. Net operating activities for the same period of
1996, which included proceeds from the settlement of pension plans, provided
$35.5 million. The Company's cash flows from operating activities are
primarily influenced by sales volume and selling prices. As discussed in
"Results of Operations," the effects of sales volume increases during the first
quarter of 1997 were partially offset by selling price declines. The Company's
1997 operating results are expected to benefit from the continuing integration
of acquisitions and other alliances. A comparable level of U.S. housing starts
during the first quarter of 1997 compared with the same period of 1996 should
continue to benefit the residential insulation business. Capacity-related
competitive pricing pressures are expected to continue for the residential
insulation, mats and fibers and filtration businesses for the remainder of the
year.
The Company's investing activities for the quarter ended March 31, 1997
consisted of $113 million for acquisitions, including the deposit of funds into
escrow for the anticipated second quarter closing of the acquisition of the
Mitex group of companies. The Company's capital expenditures totaled $19
million for the first quarter of 1997. The Company estimates 1997 capital
expenditures of approximately $120 million, of which approximately $50 million
relate to capacity expansion projects principally to increase residential
insulation production. As of March 31, 1997, outstanding purchase commitments
for capital projects totaled $29 million. Investing activities for 1996
included the combined purchase prices for acquisitions of $49.8 million and
capital expenditures totaling $25.2 million. Investing activities for 1996 also
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reflected $1.08 billion of proceeds from the disposition of Riverwood. The
Company has agreed to indemnify the purchaser of Riverwood and certain
affiliated parties against losses resulting from breaches of certain
representations or warranties, generally limited to 80 percent of the amount of
such losses exceeding $20 million, up to an aggregate liability of $100
million. In addition, the Company may be responsible for certain Riverwood
U.S. federal, state and local income tax liabilities to the extent, if any,
they are attributable to audit adjustments for tax periods ending prior to the
disposition of Riverwood.
In addition to borrowings to partially finance 1997 acquisitions, the Company's
financing activities for the first quarter of 1997 included repayments of debt
totaling $30 million assumed in connection with 1996 acquisitions. Also during
1997, the Company paid a regular quarterly cash dividend on its common stock of
$4.8 million, declared in December, 1996. Financing activities for 1996
included payment of preference stock dividends of $6.2 million.
The Company believes that its current cash position, funds available under a
receivables facility and foreign working capital facilities, and cash generated
from operations will enable it to satisfy its debt service requirements, its
ongoing capital expansion program and its other ongoing operating costs.
However, the Company may need to access capital markets to pay the principal of
the $400 million Senior Notes due in 2004, or in connection with possible
significant future acquisitions.
FORWARD LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements of the Company
contained in this report concerning matters that are not historical facts,
including, without limitation, statements concerning (i) expected benefits from
the continuing integration of acquisitions, other alliances and capacity
expansions (ii) effect on the residential insulation business resulting from
first quarter 1997 U.S. housing starts, (iii) possible price decreases due to
increased capacity in the residential insulation, mats and fibers and
filtration industries, (iv) the Company's expectations concerning levels of
capital spending and funding of current operations, debt service and future
acquisitions, constitute such forward-looking statements. See "Liquidity and
Capital Resources."
Forward-looking statements of the Company are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in such statements. Important factors relating to such risks and
uncertainties are set forth below.
Factors that could affect the forward-looking statements generally are related
to demand for the Company's products, overall capacity levels in
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<PAGE> 13
the industry and the overall competitive environment in which the Company
operates. These factors are discussed in detail in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" incorporated in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996.
Factors that could affect the Company's expected levels of capital spending and
funding of current operations, debt service and dividends, include, without
limitation, the contingencies and commitments discussed in the Company's
financial statements included in this report for the quarter ended March 31,
1997. The Company's ability to realize expected benefits from acquisitions
depends on a number of factors including, without limitation, successful
integration of newly acquired operations, technology, products, employees and
the overall economic factors referred to above. In addition, the Company's
ability to make future acquisitions depends upon the ability of the Company to
identify and reach agreement with viable acquisition candidates and the
availability of sources of financing for such acquisitions on terms which are
acceptable to the Company.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
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.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 3, Certificate of Amendment to Restated Certificate
of Incorporation
Exhibit 27.1, Financial Statement Schedules.
Exhibit 27.2, Financial Statement Schedules.
(b) Form 8-K.
None.
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<PAGE> 15
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.
JOHNS MANVILLE CORPORATION
(Registrant)
Date: May 8, 1997 By: R. B. Von Wald
--------------------------------
R. B. Von Wald
Executive Vice President,
General Counsel and Secretary
Date: May 8, 1997 By: K. L. Jensen
--------------------------------
K. L. Jensen
Senior Vice President and
Chief Financial Officer
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<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
3 Certificate of Amendment to Restated Certificate of Incorporation
27.1 Financial Statement Schedules.
27.2 Financial Statement Schedules.
</TABLE>
<PAGE> 1
EXHIBIT 3
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
SCHULLER CORPORATION
PURSUANT TO SECTION 103 AND SECTION 242 OF THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE
The undersigned, Charles L. Henry and Richard B. Von Wald, certify
that they are the President and Secretary, respectively, of Schuller
Corporation, a corporation organized and existing under the laws of the State
of Delaware (the "Company"), and do hereby further certify as follows:
1. The name of the Company is Schuller Corporation.
2. This Certificate of Amendment was unanimously approved by the Board
of Directors of the Company and thereafter duly adopted by the stockholders
thereof, in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
3. Article FIRST of the Restated Certificate of Incorporation of the
Company is hereby amended to read in its entirety as follows:
FIRST: The name of the corporation is Johns Manville Corporation
(hereinafter the "Company").
4. The first sentence of Article FOURTH of the Restated Certificate of
Incorporation of the Company is hereby amended to read in its entirety as
follows:
FOURTH: The total number of shares of all classes of capital stock
which the Company shall have authority to issue is three hundred and eighteen
million, three hundred and nine thousand one hundred and seventy (318,309,170)
shares, of which three hundred million (300,000,000) shares shall be Common
Stock with a par value of $.01 per share, seven million two hundred thousand
(7,200,000) shares shall be Convertible Preferred Stock, Series A with a par
value of $1.00 per share, and eleven million one hundred and nine thousand one
hundred and seventy (11,109,170) shares shall be Cumulative Preference Stock,
Series B with a par value of $1.00 per share.
IN WITNESS WHEREOF, Schuller Corporation has caused this Certificate
of Amendment to be signed by Charles L. Henry, its President, and attested by
Richard B. Von Wald, its Secretary, this 29th day of April, 1997.
SCHULLER CORPORATION
By: /s/ Charles L. Henry
---------------------------
Attest: Charles L. Henry
/s/ Richard B. Von Wald
- --------------------------
Richard B. Von Wald
Filed with the Secretary of
State of Delaware on May 2, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1997 FORM 10-Q OF JOHNS MANVILLE CORPORATION AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 103,137
<SECURITIES> 27,501
<RECEIVABLES> 240,728
<ALLOWANCES> 7,685
<INVENTORY> 114,117
<CURRENT-ASSETS> 514,343
<PP&E> 1,404,825
<DEPRECIATION> 634,775
<TOTAL-ASSETS> 1,958,777
<CURRENT-LIABILITIES> 312,040
<BONDS> 475,114
0
0
<COMMON> 1,627
<OTHER-SE> 596,416
<TOTAL-LIABILITY-AND-EQUITY> 1,958,777
<SALES> 379,010
<TOTAL-REVENUES> 379,010
<CGS> 278,354
<TOTAL-COSTS> 278,354
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 229
<INTEREST-EXPENSE> 12,807
<INCOME-PRETAX> 39,846
<INCOME-TAX> 12,354
<INCOME-CONTINUING> 27,492
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,492
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1997 FORM 10-Q OF JOHNS MANVILLE CORPORATION AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,405,968
<SECURITIES> 69,367
<RECEIVABLES> 209,095
<ALLOWANCES> 6,894
<INVENTORY> 107,160
<CURRENT-ASSETS> 1,831,330
<PP&E> 1,335,231
<DEPRECIATION> 583,964
<TOTAL-ASSETS> 3,031,624
<CURRENT-LIABILITIES> 1,552,228
<BONDS> 433,503
0
0
<COMMON> 1,554
<OTHER-SE> 487,181
<TOTAL-LIABILITY-AND-EQUITY> 3,031,624
<SALES> 326,109
<TOTAL-REVENUES> 326,109
<CGS> 232,550
<TOTAL-COSTS> 232,550
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 355
<INTEREST-EXPENSE> 12,588
<INCOME-PRETAX> 42,615
<INCOME-TAX> (85,763)
<INCOME-CONTINUING> 128,378
<DISCONTINUED> 177,159
<EXTRAORDINARY> (314,296)
<CHANGES> 0
<NET-INCOME> (8,759)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
