<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the sixteen weeks ended September 15, 1995 Commission file number 0-6566
Thorn Apple Valley, Inc.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Michigan 38-1964066
- ------------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
26999 Central Park Blvd., Suite 300, Southfield, Michigan 48076
- --------------------------------------------------------- ----------
(Address of principal executive offices) (zip Code)
Registrant's telephone number, including area code (810) 213-1000
--------------
</TABLE>
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section II or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____.
At September 15, 1995, there were 5,773,920 shares of Common stock outstanding.
<PAGE> 2
THORN APPLE VALLEY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
September 15, May 26,
1995 1995
------------- -------
<S> <C> <C>
Current assets:
Cash and cash equivalents $5,847,400 $4,730,637
Short-term investments 627,560 531,064
Accounts receivable, less allowance for doubtful accounts
(Sept. 15, 1995, $984,000; May 26, 1995, $789,100) 62,619,743 40,083,861
Inventories (Note 2) 62,164,867 44,800,792
Refundable income taxes 4,358,144 1,366,231
Deferred income taxes (Note 6) 2,504,000 2,499,000
Prepaid expenses and other current assets 4,588,763 4,073,817
------------- -----------
Total current assets 142,710,477 98,085,402
------------- -----------
Property, plant and equipment:
Land 1,500,406 1,139,439
Buildings and improvements 47,451,802 37,694,988
Machinery and equipment 129,663,002 117,712,476
Transportation equipment 7,540,135 7,529,516
Property under capital leases 9,806,639 7,428,634
Construction in progress 38,211,708 22,206,233
------------- -----------
234,173,692 193,711,286
Less accumulated depreciation 98,898,114 95,643,621
------------- -----------
135,275,578 98,067,665
------------- -----------
Other assets:
Goodwill, net of accumulated amortization of $258,000 (Note 7) 33,313,754
Other 8,583,188 8,143,298
------------- -----------
Total other assets 41,896,942 8,143,298
------------- -----------
$319,882,997 $204,296,365
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $43,322,515 $32,474,150
Notes payable, banks (Note 3) 5,960,000
Notes payable, officer 154,943 1,415,241
Accrued liabilities 28,286,529 23,378,430
Current portion of long-term debt 4,399,681 3,100,310
------------- -----------
Total current liabilities 76,163,668 66,328,131
------------- -----------
Long-term debt (Note 3) 146,498,822 35,464,669
------------- -----------
Deferred income taxes (Note 6) 4,136,000 3,908,000
------------- -----------
Shareholders' equity:
Preferred stock: $1 par value; authorized 200,000 shares;
issued none
Common nonvoting stock: $.10 par value; authorized
20,000,000 shares; issued none
Common voting stock: $.10 par value; authorized 20,000,000 shares;
issued 5,773,920 shares Sept. 15, 1995 and
5,770,647 shares May 26, 1995 577,392 577,065
Capital in excess of par value 6,829,171 6,771,071
Retained earnings 85,677,944 91,247,429
------------- -----------
93,084,507 98,595,565
------------- -----------
$319,882,997 $204,296,365
============= ============
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 3
THORN APPLE VALLEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Sixteen Weeks Ended
-------------------------
September 15, September 16
1995 1994
------------- ------------
<S> <C> <C>
Net sales $263,661,697 $236,118,555
------------ ------------
Operating costs and expenses:
Cost of goods sold, including delivery costs 243,514,744 213,918,751
Selling 12,384,315 7,392,701
General and administrative 9,233,459 7,065,646
Depreciation 4,174,389 3,240,727
------------ ------------
269,306,907 231,617,825
------------ ------------
Income (loss) from operations (5,645,210) 4,500,730
------------ ------------
Other expenses (income):
Interest 2,279,538 649,528
Other, net (84,437) (250,950)
------------ ------------
2,195,101 398,578
------------ ------------
Income (loss) from operations before income taxes (7,840,311) 4,102,152
Provision for income taxes (Note 6) (2,675,000) 1,526,000
------------ ------------
Net income (loss) ($5,165,311) $2,576,152
============ ============
Earnings (loss) per share of common stock: (Note 4) ($0.89) $0.45
============ ============
Weighted average number of shares outstanding (Note 4) 5,772,897 5,778,957
============ ============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
THORN APPLE VALLEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Common stock Capital in
------------------ excess of Retained
Shares Amount par value earnings
------ ------ --------- --------
<S> <C> <C> <C> <C>
Balance, May 27, 1994 5,803,073 $580,307 $4,778,498 $90,811,265
Net income 2,576,152
Cash dividends, $.07 per share (404,320)
Exercise of stock options including related tax benefits 3,000 300 58,575
Purchase and retirement of common stock (27,071) (2,707) (662,997)
--------- -------- ---------- -----------
Balance, September 16, 1994 5,779,002 $577,900 $4,174,076 $92,983,097
========= ======== ========== ===========
Balance, May 26, 1995 5,770,647 $577,065 $6,771,071 $91,247,429
Net income (loss) (5,165,311)
Cash dividends, $.07 per share (404,174)
Exercise of stock options including related tax benefits 3,273 327 58,100
--------- -------- ---------- -----------
Balance, September 15, 1995 5,773,920 $577,392 $6,829,171 $85,677,944
========= ======== ========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
THORN APPLE VALLEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Sixteen Weeks Ended
------------------------------
September 15, September 16,
1995 1994
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ($5,165,311) $2,576,152
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 4,432,635 3,240,727
Deferred income taxes 223,000 32,000
Gain on disposition of property,
plant and equipment (8,032) (11,801)
Provision for losses on accounts receivable 194,900 105,000
(Increase) decrease in assets:
Accounts receivable (12,524,074) (7,593,979)
Inventories (8,829,342) (8,196,687)
Prepaid expenses and other assets 16,969 (590,067)
Refundable income taxes (2,991,913)
Increase (decrease) in liabilities:
Accounts payable 10,848,365 1,716,819
Accrued liabilities and compensation 2,068,830 (643,222)
Income taxes 1,350,752
------------ ------------
Total adjustments (6,568,662) (10,590,458)
------------ ------------
Net cash used in operating activities (11,733,973) (8,014,306)
------------ ------------
Cash flows from investing activities:
Acquisition of a business, net of cash acquired (Note 7) (65,749,414)
Capital expenditures (18,582,051) (12,787,865)
Proceeds from sale of property, plant and equipment 20,520 44,267
------------ ------------
Net cash used in investing activities (84,310,945) (12,743,598)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt 105,725,005
Principal payments on long-term debt (997,279) (366,368)
Purchase of common stock (665,704)
Net borowings (payments) under lines of credit (5,960,000) 11,840,000
Net borrowings from (payments to) officers (1,260,298) 1,173,054
Dividends paid (404,174) (404,320)
Proceeds from stock options exercised, including related tax benefits 58,427 58,875
------------ ------------
Net cash provided by financing activities 97,161,681 11,635,537
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,116,763 (9,122,367)
Cash and cash equivalents at beginning of quarter 4,730,637 17,441,675
------------ ------------
Cash and cash equivalents at end of quarter $5,847,400 $8,319,308
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the quarter for:
Interest $1,251,546 $787,742
============ ============
Income taxes $215,186
============ ============
Noncash investing activities:
Capital lease obligations $ 84,740
============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
THORN APPLE VALLEY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - The condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and reflect, in the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position as of
September 15, 1995 and May 26, 1995, and the results of operations and cash
flows for the periods presented. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes contained in Thorn Apple Valley, Inc.'s Annual Report on
Form 10-K for the fiscal year ended May 26, 1995. The results for the sixteen
weeks ended September 15, 1995 are not necessarily indicative of the results to
be expected for the fiscal year ending May 31, 1996.
NOTE 2 - Inventories are stated at the lower of last-in, first-out (LIFO) cost
or market. Inventories would have been approximately $2,950,000 higher at
September 15, 1995 and May 26, 1995 if they had been stated at the lower of
first-in, first-out (FIFO) cost or market. The following is a breakdown of
inventories by classifications:
<TABLE>
<CAPTION>
September 15, May 26,
1995 1995
----------- -----------
<S> <C> <C>
Supplies $ 9,083,181 $ 6,824,152
Raw Materials 17,980,896 11,389,564
Work in progress 6,558,821 4,914,163
Finished goods 31,491,969 24,622,913
----------- -----------
65,114,867 47,750,792
Less LIFO reserve 2,950,000 2,950,000
----------- -----------
Inventory balance $62,164,867 $44,800,792
=========== ===========
</TABLE>
NOTE 3 - Concurrent with the previously announced acquisition, on May 30, 1995,
the Company replaced its existing lines of credit with an $80 million revolving
credit agreement. (See Note 7 to the Notes to the Consolidated Financial
Statements for further discussion related to the acquisition). The unsecured
revolving credit agreement is with four financial institutions at variable
interest rates no higher than the prime rate or its equivalent. The
commitments under the revolving credit agreement expire on May 30, 1998, but
may be extended annually for successive one-year periods with the consent of
the financial institutions. The commitment fee on the unused portion of the
facility is .25% per annum. The Company is required under the revolving credit
agreement to maintain a minimum level of consolidated net worth. At September
15, 1995, the Company had unused lines of credit of $16,800,000. Borrowings
under the three year revolving credit agreement are classified as long-term
debt.
The Company's various loan agreements contain restrictive covenants that
include the maintenance of a minimum level of consolidated tangible net worth,
as defined, and of certain financial ratios. At September 15, 1995, the Company
was not in compliance with certain covenants contained in its industrial
revenue bond and limited obligation revenue bond agreements; however, the
Company has obtained waivers on the covenants from the various lenders.
NOTE 4 - Earnings per share of common stock are based on the weighted average
number of common shares outstanding during each quarter. The potential
dilution from shares issuable under employee stock option plans is excluded
from the computation of the weighted average number of common shares
outstanding since it is not material.
NOTE 5 - At September 15, 1995, under the Company's 1982 Employee Stock Option
Plan, 145,500 options exercisable at prices of $2.56 and $19.67 per share were
outstanding. The Company's 1990 Employee Stock Option Plan authorizes the
Company's Stock Option Committee to grant options up to 787,500 shares of the
Company's common stock to present or prospective employees. At September 15,
1995, there were 339,050 options granted but not exercised at prices of $17.00,
$23.00 and $26.00 per share under the 1990 Plan.
5
<PAGE> 7
NOTE 6 - Deferred income taxes, on a SFAS No. 109 basis, reflect the estimated
future tax effect of temporary differences between the amount of assets and
liabilities for financial reporting purposes and such amounts as measured by
tax laws and regulations.
The Company's effective tax rate, was 34.1 percent and 37.2 percent for the
sixteen weeks ended September 15, 1995 and September 16, 1994, respectively.
NOTE 7 - On May 30, 1995, the Company completed the acquisition of certain
assets of the retail division of Foodbrands America, Inc. formerly the Doskocil
Companies. The aggregate purchase price for the assets acquired and the
assumption of certain liabilities was approximately $65.8 million. During the
next five years, Foodbrands has the right to receive from the Company up to an
additional $10 million in accordance with what is being referred to as an
Earnout Agreement. The acquisition has been accounted for by the purchase
method. The acquired assets include three manufacturing facilities, machinery
and equipment, current assets, certain trademarks and trade names and goodwill.
The goodwill acquired will be amortized to expense over 40 years.
Concurrent with the acquisition the Company issued $42.5 million of long-term
unsecured notes in a private placement and replaced its existing lines of
credit with an $80 million revolving credit agreement. The long-term unsecured
debt is at a fixed rate of 7.58% per annum, having a maturity of ten years,
interest is payable semi-annually on May 15 and November 15 of each year. The
principal on the notes is due in equal annual installments of $6,071,429
beginning May 15, 1999, and ending May 15, 2004, with the remaining principal
payable at maturity on May 15, 2005. The Company is required, pursuant to the
terms and covenants of the unsecured notes agreement, to maintain a minimum
level of consolidated net worth.
6
<PAGE> 8
THORN APPLE VALLEY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Thorn Apple Valley, Inc, (referred to hereinafter collectively with
its predecessors and subsidiaries as the "Company") is a major producer of
consumer packaged meat and poultry products and is one of the largest
slaughterers of hogs in the United States. The Company is engaged in the
manufacture and sale of bacon, hot dogs and lunch meats, hams, smoked sausages
and turkey products, as well as the slaughtering of hogs and the related sale
of fresh pork products. The Company markets its products under premium and
other proprietary brand labels including "Thorn Apple Valley," "Wilson
Certified," "Corn King," "Colonial," "Triple M," "Herrud," "Royal Crown," "Bar
H," "Olde Virginie," and "Cavanaugh Lakeview Farms," and under customer-owned
private labels. The Company sells its products principally to wholesalers,
supermarkets and other manufacturers throughout the United States and in
selected international markets. The Company is the largest purchaser of hogs
in the Michigan, Indiana and Ohio markets.
The Company was originally incorporated in 1959 as a Michigan
corporation. It reincorporated in Delaware in 1971 and reincorporated in
Michigan in 1977.
On May 30, 1995, the Company purchased certain assets from Foodbrands
America, Inc. and its subsidiaries ("Foodbrands"). The Company acquired
substantially all of Foodbrands' Retail Division ("Wilson") assets used by
Wilson in its business of producing and marketing retail meat products. The
acquired assets include three manufacturing facilities, machinery and
equipment, certain trademarks and trade names, certain other assets and
goodwill. The aggregate purchase price for the assets acquired and the
assumption of certain liabilities was approximately $65.8 million. During the
next five years, Foodbrands has the right to receive from the Company up to an
additional $10 million in accordance with what is being referred to as an
Earnout Agreement (see Note 7 to the Notes to the Consolidated Financial
Statements for further discussion related to the acquisition). Because the
Wilson acquisition occurred during the first week of fiscal 1996 and was
accounted for as a purchase, the Wilson acquisition had no effect (other than
the description set forth in Note 7 to the Notes to Consolidated Financial
Statements) on the Company's financial statements for fiscal 1995 or for
earlier periods.
The Company's principal executive offices are located at 26999 Central
Park Blvd., Suite 300, Southfield, Michigan 48076 (telephone number: (810)
213-1000).
RESULTS OF OPERATIONS
As consumers have become more health conscious, hog slaughterers and
meat and poultry manufacturers have focused on providing healthier and more
convenient fresh pork and manufactured products to successfully compete against
other protein sources, particularly poultry and seafood. In addition,
increased amounts of poultry are being used in manufactured products which were
traditionally made with only beef and pork. Per capita pork consumption has
remained relatively stable in the United States in recent years.
Profitability in the hog slaughter industry is affected by the cost
and supply of hogs and pork product selling prices. The slaughtering industry
has generally been characterized by relatively narrow profit margins and a
trend toward larger, higher volume plants in order to reduce per unit costs.
Consumer packaged meat and poultry manufacturers generally receive higher
profit margins on premium labeled items than on fresh pork and by-products.
Hog prices represent the principal production cost of pork
slaughterers and are an important element in the cost of certain manufactured
products as well. Hog prices and hog supply are determined by constantly
changing market forces of supply and demand. The ability of hog slaughterers
and manufacturers to maintain satisfactory margins may be affected by a
multitude of market factors over which such industry participants have limited
control, including industry-wide slaughter levels, competition, the relative
price of substitute products, overall domestic retail demand and the level of
exports.
The first quarter of each fiscal year consists of sixteen weeks, and
each subsequent quarter consists of twelve weeks, except that the fourth
quarter consists of thirteen weeks in the case of a 53-week fiscal year. The
following discussion analyzes material changes in the financial information on
a period to period basis.
7
<PAGE> 9
Sixteen weeks ended September 15, 1995 compared to sixteen weeks ended
September 16, 1994.
The Company's net loss for the first quarter ended September 15, 1995,
was $5.2 million compared with net income of $2.6 million for the comparable
period of the prior year. The decrease is primarily attributable to overhead
and acquisition costs incurred while assimilating the newly acquired Wilson
business and lower gross margins in the fresh meat division. Volumes and
margins for the Wilson segment were negatively affected by a reduced selling
effort during the weeks immediately preceding the acquisition. Customer
contact regarding orders, promotions, and pricing is continuous and much of the
summer business was booked prior to the closing date of the Wilson purchase.
The Company is continuing to merge the Wilson and Thorn Apple Valley sales
force to represent a consolidated product line and establish pricing that will
make it more competitive and improve gross margins.
Margins in the fresh meat division were also lower than the previous
year. Additionally, overhead costs increased, particularly depreciation and
interest, as a result of the newly completed pork processing facility expansion
resulting in higher hog slaughter operating costs.
Net sales in the first quarter of fiscal 1996 increased by $27.5
million, or 11.7%. The increase in net sales dollars was the result of an
increase in manufactured product sales offset by a decrease in fresh pork sales
of 34.7% and 13.5%, respectively. The increase in manufactured product sales
was primarily attributable to an overall increase in tonnage shipped of 35.6%,
offset in part by a slight decrease in average selling prices of .7%. The
decrease in fresh pork sales was primarily due to a decrease in tonnage shipped
of 23.4%, offset in part by an increase in average selling prices of 12.9%.
The Company's manufactured products operations sales volume
increased as a result of the Wilson acquisition. Sales at previously
existing accounts decreased by approximately 5% primarily as a result
of the Company eliminating low-margin or slow-moving items. Currently,
the Company is actively coordinating its ham sales programs and
production for the December holiday season.
The Company's fresh pork sales volume was down primarily due to the
closing of the Company's Tri-Miller facility and a large increase in hams being
retained for use in the Company's Manufactured Products operations. The
increase in average selling prices primarily reflects an increase of
approximately 12% in the cost of live hogs, the Company's primary raw material.
The Company has not yet realized the benefits of its recently renovated pork
processing facility.
Cost of goods sold (including delivery costs) increased by $29.6
million, or 13.8%, mainly as a result of the increased cost of live hogs
referred to above. As a percentage of net sales, cost of goods sold increased
from 90.6% to 92.4%, primarily as a result of the increased costs associated
with integrating the Wilson segment into the Company's existing business and
significantly higher overhead costs associated with the newly completed fresh
pork processing facility expansion. The higher than expected fresh pork
processing overhead costs are the result of operating at less than targeted
capacity levels.
Selling expenses increased $5.0 million, or 13.8%, principally as a
result of integrating the sales employees, sales offices, and promotional
programs associated with the Wilson acquisition. As a percentage of net sales,
selling expenses increased to 4.7% from 3.1%, mainly due to the factors
discussed above.
General and administrative expenses increased $2.2 million, or 30.7%.
The increase is primarily due to additional costs incurred associated with
integrating the Wilson business into the Company's existing business. As
a percentage of net sales, general and administrative expenses increased to
3.5% from 3.0%.
Interest expense increased $1.6 million, or 251.0%. The increase is
attributable to the significant increase in long-term debt associated with
the Wilson acquisition.
The provision for income taxes decreased by $4.2 million, primarily
due to the decrease in pre-tax income from operations of $11.9 million to a
loss of $7.8 million from income of $4.1 million in the comparable prior
period, resulting from the factors discussed above. The Company's effective
tax rate decreased to 34.1% from 37.2%.
Earnings per share of common stock decreased by $1.34 per share to a
net loss of $.89 per share, due to decreased profitability resulting from the
factors discussed above.
The results for the sixteen weeks ended September 15, 1995 are not
necessarily indicative of the results to be expected for fiscal 1996.
8
<PAGE> 10
FINANCIAL CONDITION
The Company's business is characterized by high unit sales volume and
rapid turnover of inventories and accounts receivable. Because of the rapid
turnover rate, the Company considers its inventories and accounts receivable to
be highly liquid and readily convertible into cash. Borrowings under the
revolving credit agreement are used when needed to finance increases in the
levels of inventories and accounts receivable resulting from seasonal and other
market-related fluctuations in raw material costs and quantities. The demand
for seasonal borrowings usually peaks in early December when ham inventories
and accounts receivable are at their highest levels, and these borrowings are
generally repaid in January when the accounts receivable generated by the sales
of these hams are collected.
The Company has historically maintained lines of credit in excess of
the cash needs of its business. At September 15, 1995, the Company had total
lines of credit under its revolving credit agreement from four financial
institutions aggregating $80.0 million, of which $16.8 million was unused.
Subsequent to September 15, 1995, the Company has obtained an additional $25.0
million of temporary short-term lines of credit to be used for seasonal ham
inventory buildup, the temporary lines expire on January 15, 1996.
The Company's various loan agreements contain restrictive covenants
that include the maintenance of a minimum level of consolidated tangible net
worth, as defined, and of certain financial ratios. At September 15, 1995, the
Company was not in compliance with certain covenants contained in its
industrial revenue bond and limited obligation revenue bond agreements;
however, the Company has obtained waivers on the covenants from the various
lenders.
In addition to the approximately $22 million of capital expenditures
related to the Wilson acquisition, the Company anticipates capital expenditures
during fiscal 1996 of approximately $33 million, primarily to complete the
construction of its new manufacturing facility in Ponca City, Oklahoma, to
construct a new distribution center in Kansas City, and to complete the planned
modernization of its various manufacturing and slaughter facilities. The
Company's Ponca City facility is expected to be fully completed in November,
1995. The Company began limited operations in mid October and have adopted a
very aggressive schedule to bring production up to its planned capacity.
Management believes that funds provided from operations and borrowings
under available lines of credit will permit it to continue to finance its
current operations and to further develop its business in accordance with its
operating strategies.
EXHIBITS AND REPORTS ON FORM 8-K
There were no reports filed on form 8-K for the period ending
September 15, 1995.
9
<PAGE> 11
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.
THORN APPLE VALLEY, INC.
(Registrant)
Date: November 2, 1995 By: _______________________
Louis Glazier
Executive Vice President of
Finance and Administration
Chief Financial Officer
10
<PAGE> 12
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Consolidated Balance Sheet at September 15, 1995, Consolidated Statements of
Income for the 16 weeks ended September 15, 1995, and is qualified in its
entirety by reference to such Form 10Q, Quarterly Report under Section 13 or
15(d) of the Securities Exchange Act of 1934.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> MAY-27-1995
<PERIOD-END> SEP-15-1995
<CASH> 6,474,960
<SECURITIES> 0
<RECEIVABLES> 63,603,743
<ALLOWANCES> 984,000
<INVENTORY> 62,164,867
<CURRENT-ASSETS> 142,710,477
<PP&E> 234,173,692
<DEPRECIATION> 98,898,114
<TOTAL-ASSETS> 319,882,997
<CURRENT-LIABILITIES> 76,163,668
<BONDS> 146,498,822
<COMMON> 577,392
0
0
<OTHER-SE> 92,507,115
<TOTAL-LIABILITY-AND-EQUITY> 319,882,997
<SALES> 263,661,697
<TOTAL-REVENUES> 263,661,697
<CGS> 243,514,744
<TOTAL-COSTS> 243,514,744
<OTHER-EXPENSES> 25,792,163
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,279,538
<INCOME-PRETAX> (7,840,311)
<INCOME-TAX> (2,675,000)
<INCOME-CONTINUING> (5,165,311)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,165,311)
<EPS-PRIMARY> (.89)
<EPS-DILUTED> (.89)
</TABLE>
