<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED MAY 31, 1997
Commission File No. 0-3488
H. B. FULLER COMPANY
A Minnesota Corporation
IRS Employer Identification No. 41-0268370
1200 Willow Lake Boulevard, P.O. Box 64683, St.
Paul, Minnesota 55164-0683
Telephone - (612) 415-5900
Common Stock, $1.00 par value
14,097,206 shares outstanding
as of June 26, 1997
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
---- ----
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-1-
<PAGE>
H. B. FULLER COMPANY
SECOND QUARTER 1997 Form 10-Q
Quarterly Report
Table of Contents
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements:
Consolidated Condensed Statements of
Earnings - Thirteen and Twenty-six weeks ended
May 31, 1997 and June 1, 1996
Consolidated Condensed Balance Sheets -
May 31, 1997 and November 30, 1996
Consolidated Condensed Statements of
Cash Flows - Twenty-six weeks ended May 31, 1997
and six months ended June 1, 1996
Notes to Consolidated Condensed
Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
-2-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
(In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
----------------------------- -----------------------------
May 31, 1997 June 1, 1996 May 31, 1997 June 1, 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $328,872 $320,223 $632,963 $623,794
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 223,400 218,957 432,762 430,467
Selling, administrative
and other expenses 83,209 84,191 162,604 166,225
Interest expense 4,919 4,958 9,899 10,215
Other (Income) expense, net (821) (1,924) (340) (1,635)
------------ ------------ ------------ ------------
310,707 306,182 604,925 605,272
------------ ------------ ------------ ------------
Earnings before Income taxes and
minority interests 18,165 14,041 28,038 18,522
Income taxes (7,411) (5,692) (11,439) (7,480)
Net earnings of consolidated subsidiaries
applicable to minority interests 102 66 78 43
Earnings from equity investments 255 - 255 -
------------ ------------ ------------ ------------
Net earnings 11,111 8,415 16,932 11,085
Dividends on preferred stock (4) (4) (8) (8)
------------ ------------ ------------ ------------
Net earnings applicable to common stock $11,107 $8,411 $16,924 $11,077
============ ============ ============ ============
Average number of common and common
equivalent shares outstanding 14,204 14,093 14,194 14,094
============ ============ ============ ============
Net earnings per common share $0.78 $0.60 $1.19 $0.79
============ ============ ============ ============
Cash dividend per common share $0.19 $0.17 $0.35 $0.33
============ ============ ============ ============
</TABLE>
* See Accompanying Notes to Consolidated Condensed Financial Statements.
-3-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
May 31, 1997 November 30, 1996
------------ -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $3,271 $3,515
Trade receivables 205,508 199,786
Allowance for doubtful accounts (6,784) (7,043)
Inventories 155,167 151,212
Other current assets 50,388 40,728
------------ -----------------
Total current assets 407,550 388,198
Property, plant and equipment, net of
accumulated depreciation of $289,182
in 1997 and $272,991 in 1996 392,096 391,201
Equity investments 26,728 19,128
Deposits and miscellaneous assets 6,965 6,298
Other long-term assets 16,769 13,031
Other intangibles 14,768 15,383
Excess cost 35,038 36,036
------------ -----------------
Total assets $899,914 $869,275
============ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $48,387 $47,920
Current installments of long-term debt 11,095 11,141
Accounts payable 112,356 118,181
Accrued expenses 62,794 61,210
Income taxes payable 9,791 8,129
------------ -----------------
Total current liabilities 244,423 246,581
Long-term debt,
excluding current installments 186,649 172,779
Accrued pension cost 88,458 89,735
Deferred income taxes, postretirement
costs, other liabilities 20,785 22,685
Minority interest 16,610 2,755
Stockholders' equity:
Preferred stock 306 306
Common stock 14,096 14,066
Additional paid-in capital 23,292 22,493
Retained earnings 304,820 292,828
Foreign currency translation adjustment 4,051 9,097
Unearned compensation (3,576) (4,050)
------------ -----------------
Total stockholders' equity 342,989 334,740
Total liabilities and ------------ -----------------
stockholders' equity $899,914 $869,275
============ =================
See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>
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<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks
Ended Period Ended*
May 31, 1997 June 1, 1996
---------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $16,932 $11,085
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 22,502 26,507
Pension costs 5,266 7,361
Deferred income tax (4,249) 1,641
Gain on sale of assets (1,525) (1,658)
Other items 1,028 1,599
Change in current assets and liabilities:
Accounts receivable (8,318) (16,125)
Inventory (4,614) 12,601
Prepaid assets (7,127) (3,496)
Accounts payable (792) (2,137)
Accrued expense 3,492 5,896
Income taxes payable (1,295) (1,810)
---------------- -------------
Net cash provided by operating activities 21,300 41,464
Cash flows from investing activities:
Purchased property, plant and equipment (25,682) (40,568)
Purchased business, net of cash acquired (7,618) (8,200)
Proceeds from sale of assets 6,411 1,726
---------------- -------------
Net cash used in investing activities (26,889) (47,042)
Cash flows from financing activities:
Increase in long-term debt 22,195 34,157
Current installments and payments of long-term debt (7,089) (14,539)
Notes payable 3,125 1,001
Dividends paid (4,940) (4,562)
Other (7,781) (2,539)
---------------- -------------
Net cash provided by financing activities 5,510 13,518
Effect of exchange rate changes on cash (165) (316)
---------------- -------------
Net change in cash and cash equivalents (244) 7,624
Cash and cash equivalents at beginning of year 3,515 9,061
---------------- -------------
Cash and cash equivalents at end of period $3,271 $16,685
================ =============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense (net of amount capitalized) $10,639 $14,627
Income taxes $12,766 $5,714
Noncash investing and financing activities:
Assets acquired by incurring long-term debt $0 $3,765
</TABLE>
For purposes of this statement, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.
*Includes the twenty-six weeks ended June 1, 1996 for all entities and the two
month stub period for Non-U.S. entities.
-5-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Amounts in Thousands)
(Unaudited)
1. In the opinion of the Company, the accompanying unaudited Consolidated
Condensed Financial Statements include all adjustments necessary to present
fairly the financial position as of May 31, 1997 and November 30, 1996, the
results of its operations for the twenty-six weeks ended May 31, 1997 and
June 1, 1996 and its cash flows for the twenty-six weeks ended May 31, 1997
and June 1, 1996. All adjustments were of a normal recurring nature.
2. The results of operations for the twenty-six week period ended May 31, 1997
are not necessarily indicative of the results to be expected for the full
year.
3. The composition of inventories is presented below:
<TABLE>
<CAPTION>
May 31, 1997 November 30, 1996
------------- ------------------
<S> <C> <C> <C>
Raw materials $ 72,308 $ 67,562
Finished goods 94,087 94,642
LIFO reserve (11,228) (10,992)
-------- --------
$155,167 $151,212
======== ========
</TABLE>
4. Net earnings per common share is determined by dividing the net earnings
applicable to common stock by the weighted average number of common and
common equivalent shares outstanding (stock options).
5. The Company enters into foreign exchange forward contracts as a hedge
against firm commitment foreign currency intercompany accounts
receivable/payable/debt. Market value gains and losses are recognized, and
the resulting credit or debit offsets foreign exchange gains or losses on
those receivables/payables/debt. At May 31, 1997, the aggregate contract
value of instruments used to sell 4,823 pound sterling and $4,543 to buy
foreign currency (primarily 22,112 Dutch guilders) and to sell foreign
currency (primarily 4,000 Canadian dollars, 2,026 deutsche marks and
100,000 yen) was $16,484. The contracts mature between June 7, 1997 and
November 20, 2000.
6. The carrying amounts and estimated fair values of the Company's significant
other financial instruments at May 31, 1997, are as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
-------- --------
<S> <C> <C>
Cash and short-term investments $ 3,271 $ 3,271
Notes payable 48,387 48,387
Long-term debt 197,744 204,436
</TABLE>
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<PAGE>
Fair values of short-term financial instruments approximate their carrying
values due to their short maturity.
The fair value of long-term debt is based on quoted market prices for the
same or similar issues or on the current rates offered to the Company for
debt of similar maturities. The estimates presented above on long-term
financial instruments are not necessarily indicative of the amounts that
would be realized in a current market exchange.
7. The Company and EMS-Chemie Holding AG combined their automotive adhesives,
sealants and coatings businesses into an equity-based joint venture called
EFTEC. See footnotes 8 and 9 for the ownership percentages.
8. The Company acquired 30% of the European and 38% of the Asia/Pacific EFTEC
automotive business for $7,618 cash.
9. The Company sold 30% of its North American and 38% of the Latin American
EFTEC automotive business and sold its construction product line in Europe
for $16,405 cash and assets resulting in a pretax gain of $2,581.
10. Certain prior years' amounts have been reclassified to conform to the 1997
presentation.
-7-
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ---------------------------------------------
(Dollars in Thousands)
The following discussion includes comments and data relating to the Company's
financial condition and results of operations during the periods included in the
accompanying Consolidated Condensed Financial Statements.
Results of Operations
- ---------------------
Net sales for the second quarter of 1997 increased $8,649, or 2.7%, when
compared to the same quarter in 1996. Adjusting the 1996 sales for the $7,240
sales of Monarch Division, which was divested in third quarter 1996, sales
increased $15,889, or 5.1%. Net sales for the first half of 1997, increased
$9,169, or 1.5%, when compared to the first half of 1996. Adjusting the 1996
sales for the $14,523 sales of Monarch Division, sales for the half year
increased $23,692, or 3.9%.
A comparison of sales increases by operating area is as follows:
<TABLE>
<CAPTION>
Quarter Ended Half Year Ended
May 31, 1997 May 31, 1997
Operating Area June 1, 1996 June 1, 1996
- -------------- ------------ ------------
<S> <C> <C> <C> <C>
North America $10,274 5% $15,119 4%
Latin America 832 2% 1,132 1%
Europe (5,254) (8%) (9,888) (7%)
Asia/Pacific 2,797 13% 2,806 7%
------- -------
Total $ 8,649 3% $ 9,169 1%
======= =======
</TABLE>
In North America, the 5% second quarter sales increase was composed of 6
percentage points relating to increased volume and changes in product mix and 3
percentage points resulting from a second quarter 1996 acquisition and a second
quarter 1997 joint venture, and a negative 4 percentage points from the third
quarter 1996 divestiture of Monarch Division. The Adhesives, Sealants and
Coatings Group had a 7% increase in sales with 3% resulting from a second
quarter 1996 acquisition. The growth occurred primarily in the paper/converting
and graphic arts markets of the industrial adhesives group and in the engineered
systems market of the structural adhesives group. A slow down in key sectors
had a negative impact on our polymer sales. The EFTEC (Automotive) Group, our
new joint venture, had a 13% increase in sales, a result of adding the sales of
our new joint venture partner. Excluding the impact of the joint venture, a
slowdown in car production caused a
-8-
<PAGE>
decrease in automotive sales compared to the prior period. In the Specialty
Group, sales increased 13%, excluding the impact of the Monarch Division
divestiture. The primary growth in sales occurred in the Industrial Coatings
Division, TEC Incorporated, and Linear Products Incorporated, where significant
growth occurred. North American operating earnings grew at a rate of 8%
increasing from $14,759 to $15,996.
For the first half of 1997, North American sales increased 4% and was composed
of 5 percentage points resulting from increased volume and changes in product
mix, 3 percentage points resulting from sales of a business acquired late in the
second quarter of 1996 and a second quarter 1997 joint venture, and a negative 4
percentage points resulting from the divestiture of the Monarch Division. The
Adhesives, Sealants and Coatings Group had an 8% increase in 1997 sales, with 4
percentage points resulting from a second quarter 1996 acquisition and the other
4 percentage points of growth occurring primarily in the paper/converting and
graphic arts units of the industrial adhesives group and in engineered systems
market of the structural adhesives group. The EFTEC (Automotive) Group, our new
joint venture, had a 2% increase in sales, with a 7 percentage point increase
resulting from adding the sales of our new joint venture partner. Excluding the
impact of the joint venture, a slowdown in car production caused a decrease in
automotive sales compared to the prior period. The Specialty Group, excluding
the impact of the sale of Monarch Division, had an 11% sales growth with the
primary growth occurring in the Industrial Coatings Division and TEC
Incorporated. North American operating earnings grew at a rate of 19% from
$20,229 in 1996 to $24,011 for the first half of 1997.
Latin American second quarter 1997 sales increased 2% from 1996. The increase
in sales is composed of 3 percentage points relating to increased volume and
changes in product mix partially offset by a 1 percentage point decrease in
pricing. Latin American operating earnings increased 4% when compared to 1996,
increasing from $2,778 to $2,900.
In Europe, the 8% second quarter 1997 sales decrease was composed of 9
percentage points resulting from unfavorable foreign currency translations due
to the strengthening of the U.S. dollar, a negative 4 percentage points due to
pricing, a negative 3 percentage points due to the sale of the construction
business, and a positive 8 percentage points due to increased volume and changes
in product mix. Operating earnings increased from ($171) in second quarter 1996
to $3,337 in 1997. Increased sales volumes, stable raw materials, tight cost
controls and a one-time 1996 charge of $2,800 produced the increase in earnings.
Asia/Pacific sales increased 13% from the sales of the same period last year.
The strengthening of the U.S. dollar, compared to local currencies, caused a 6
percentage point decrease. A positive 20 percentage point increase due to
increased volume and changes in product mix was partially offset by a negative 1
percentage point in pricing. Operating earnings improved from ($291) in 1996
to $30 in 1997.
For the first half of 1997, Latin American sales increased 1% over the same
period in 1996 with 2 percentage points accounted for by increased volume and
changes in product mix, and 1 percentage point resulting from decreased pricing.
Operating earnings increased from $6,932 in 1996 to $8,021 in 1997. European
sales were down 7% from first half 1996 sales with the strengthening of the U.S.
dollar causing 8 percentage points of the decrease.
-9-
<PAGE>
The 1 percentage point increase in local currency sales was comprised of 7
percentage points resulting from increased volume and changes in product mix, a
negative one percentage point decrease resulting from the sale of the
construction business, and 5 percentage points in decreased pricing. Operating
earnings increased from $570 in 1996 to $5,666 in 1997. Asia/Pacific sales
increased 7% with a 5 percentage point decrease resulting from a strengthened
U.S. dollar. A 14 percentage point increase resulting from volume and changes
in product mix was partially offset by a 2 percentage point decrease in pricing.
Operating earnings increased from ($629) in 1996 to ($101) in 1997.
Cost of sales for the second quarter increased 2.0% ($4,443) over the same
quarter in 1996. Consolidated gross margins, as a percent of sales, increased
from 31.6% in 1996 to 32.1% in 1997. Gross margins, as a percent of sales,
increased in all geographic operating areas except Asia/Pacific. Excluding
Monarch Division, which was divested in the third quarter of 1996, 1996 gross
margin, as a percent of sales, would have been 31.1%. Generally stable to
reduced raw material costs compared to second quarter 1996, increased pricing to
cover raw material increases in specific areas where increases occurred,
improved volumes, and cost control measures were the reason for the improved
gross margins.
Year-to-date, cost of sales was up 0.5% ($2,295) when compared to the same
period in 1996. Consolidated gross margins, as a percent of sales, increased
from 31.0% in 1996 to 31.6% in 1997. Excluding Monarch Division, which was
divested in the third quarter of 1996, 1996 gross margin, as a percent of sales,
would have been 30.6%.
Selling, administrative, and other expenses for the quarter were down 1.2%
($982) when compared to the prior year. This category of expense, as a percent
of sales, improved from 26.3% in 1996 to 25.3% in 1997. Note that the second
quarter 1996 expense, as a percent of sales, decreases from 26.3% to 25.4% when
a one-time $2,800 charge is excluded from 1996.
Selling, administrative, and other expenses for the first half were down 2.2%
($3,621) when compared to the prior year. This category of expense, as a
percent of sales, decreased from 26.6% in 1996 to 25.7% in 1997. Adjusting for
the one-time $2,800 charge in the first half of 1996 the expense was down 0.5%
($821) and the percent of sales for 1996 would be 26.2%.
Year-to-date other (expense)/income, net decreased from an income of $1,635 in
1996 to income of $340 in 1997. The income in 1996 was primarily the result of
a gain on the sale of property in Munich, Germany and income generated from the
sale of equity investments in the United States. The income in 1997 was
primarily the result of gains from the sale of the construction business in
Germany and from the Automotive joint venture in North America. These gains
were partially offset by expenses incurred in the pursuit of a major acquisition
opportunity which was not successful.
Income taxes for the first half of 1997 increased $3,959 (52.9%) when compared
to the first half of 1996, primarily as a result of increased earnings. The
effective tax rate increased from 40.4% in the first half of 1996 to 40.8% for
the first half of 1997. The tax rate for the first half of 1997 reflects the
40.8% annual effective tax rate of 1996.
-10-
<PAGE>
Net earnings increased from $11,085 in the first half of 1996 to $16,932 in the
first half of 1997.
Liquidity and Capital Resources
- -------------------------------
The cash flows as presented in this section have been calculated by comparison
of the Consolidated Condensed Balance Sheets at May 31, 1997 and November 30,
1996 and June 1, 1996 and November 30, 1995.
During the first half of 1997, the Company generated $21,300 of cash to finance
operations as compared to $41,464 in the first half of 1996. The decreased
generation of cash was primarily the result of $25,892 increase in cash required
to fund working capital and other non-cash expenses in the first half of 1997
compared to the same period in 1996.
Working capital was $163,127 at May 31, 1997 compared to $141,617 at November
30, 1996. The current ratio at May 31, 1997 was 1.7 compared to a ratio of 1.6
at November 30, 1996. The number of days sales in trade accounts receivable was
54 days at May 31, 1997 compared to 53 days sales at June 1, 1996. The average
day sales in inventory on hand was 61 days compared to 62 days sales at June 1,
1996. Trade accounts payable decreased from 47 days at year-end 1996 to 45 days
at May 31, 1997.
The Company's long-term debt to total capitalization ratio was 35.2% at May 31,
1997 compared to 34.0% at November 30, 1996.
Capital expenditures for property, plant and equipment of $25,682 in the first
half of 1997 were primarily for continued construction of a manufacturing
facility in Georgia, the investment in Information Technology, for general
improvements in manufacturing productivity and operating efficiency and for
environmental projects. Environmental capital expenditures, less than 10% of
total expenditures, are not a material portion of overall Company expenditures.
-11-
<PAGE>
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Increases (Decreases)
(Dollars in Thousands)
A summary of the period to period changes in the principal items included in the
Consolidated Condensed Statements of Earnings is presented below:
[CAPTION]
<TABLE>
Comparison of Thirteen Comparison of Twenty-Six
Weeks Ended May 31, 1997 Weeks Ended May 31, 1997
and June 1, 1996 and June 1, 1996
------------------------ ------------------------
<S> <C> <C> <C> <C>
Net Sales $8,649 2.7% $9,169 1.5%
Cost of sales (4,443) -2.0% (2,295) -0.5%
Selling, administrative and other expenses 982 1.2% 3,621 2.2%
Interest expense 39 0.8% 316 3.1%
Other income (expense), net (1,103) -57.3% (1,295) -79.2%
----------- -----------
Earnings before income taxes and
minority interests $4,124 29.4% $9,516 51.4%
Income taxes (1,719) -30.2% (3,959) -52.9%
Net earnings of consolidated subsidiaries
applicable to minority interests 36 54.5% 35 81.4%
Earnings from equity investments 255 * 255 *
----------- -----------
Net earnings $2,696 32.0% $5,847 52.7%
=========== ===========
* Change of 100% or more.
-12-
</TABLE>
<PAGE>
Item 4.
Submission of Matters to a Vote of Security Holders
- ---------------------------------------------------
The Company held its Annual Meeting of Shareholders on April 17, 1997. Proxies
for such meeting were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended. A total of 17,759,476 common and preferred
share votes ("Votes") were entitled to be cast at the meeting. At such meeting,
each of management's four nominees for director in Class I were elected for a
three year term (until the Company's 2000 Annual Meeting), and until the
directors' respective successors are duly elected and qualified;
<TABLE>
<CAPTION>
Combined Common & Combined Common &
Preferred Share Preferred Share
Director Name Votes in Favor Votes Withheld
------------- -------------- --------------
<S> <C> <C>
Robert J. Carlson 15,734,822 867,552
Gail D. Fosler 15,726,981 875,393
Reatha Clark King 15,723,094 879,280
Rolf Schubert 15,696,630 905,744
</TABLE>
A proposal to ratify the appointment of Price Waterhouse as independent auditors
for the Company for the fiscal year ending November 29, 1997 was approved by
16,450,143 Votes cast in favor, 107,328 Votes cast against, and 44,903 Votes
abstaining. There were no broker non-votes with respect to the ratification of
the appointment of Price Waterhouse as auditors.
In addition, a stockholder proposal requesting the Board of Directors to make
available to requesting shareholders within six months of the annual meeting a
report addressing the Company's involvement in the tobacco industry was defeated
by 12,886,915 Votes against the stockholder proposal, 1,463,672 Votes in favor
of the stockholder proposal and 1,007,788 Votes abstaining. There were 1,243,999
broker non-votes with respect to the stockholder proposal.
-13-
<PAGE>
Item 6.
Exhibits and reports on Form 8-K
- --------------------------------
(a) Exhibits to Part I
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were filed for the thirteen
weeks ended May 31, 1997.
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.
H. B. Fuller Company
Dated: July 14, 1997 /S/ Jorge Walter Bolanos
------------------------
Jorge Walter Bolanos
Senior Vice President,
Treasurer and
Chief Financial Officer
Dated: July 14, 1997 /S/ David J. Maki
-----------------------
David J. Maki
Vice President
and Controller
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
balance sheet, income statement and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-29-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> MAY-31-1997
<CASH> 3,271
<SECURITIES> 0
<RECEIVABLES> 205,508
<ALLOWANCES> 6,784
<INVENTORY> 155,167
<CURRENT-ASSETS> 407,550
<PP&E> 681,278
<DEPRECIATION> 289,182
<TOTAL-ASSETS> 899,914
<CURRENT-LIABILITIES> 244,423
<BONDS> 186,649
0
306
<COMMON> 14,096
<OTHER-SE> 328,587
<TOTAL-LIABILITY-AND-EQUITY> 899,914
<SALES> 632,963
<TOTAL-REVENUES> 632,963
<CGS> 432,762
<TOTAL-COSTS> 162,604
<OTHER-EXPENSES> (340)
<LOSS-PROVISION> 493
<INTEREST-EXPENSE> 9,899
<INCOME-PRETAX> 28,038
<INCOME-TAX> 11,439
<INCOME-CONTINUING> 16,932
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,932
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.19
</TABLE>
