<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 1, 1996 COMMISSION FILE NO. 1-6651
HILLENBRAND INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1160484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 STATE ROUTE 46 EAST
BATESVILLE, INDIANA 47006-8835
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (812) 934-7000
NOT APPLICABLE
(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
------- -------
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
Common Stock, without par value - 69,376,980 as of July 5, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1
<PAGE>
HILLENBRAND INDUSTRIES, INC.
INDEX TO FORM 10-Q
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Income for the Three Months 3
and Six Months Ended 6/01/96 and 6/03/95
Consolidated Cash Flows for the Six Months 4
Ended 6/01/96 and 6/03/95
Consolidated Balance Sheet, 5
6/01/96 and 12/02/95
Notes to Consolidated Financial Statements 6-8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote 11
of Security Holders
Item 6 - Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Hillenbrand Industries, Inc. and Subsidiaries
Consolidated Income
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
06/01/96 06/03/95 06/01/96 06/03/95
---------- ---------- ---------- ----------
(In Thousands Except Per Share Data)
<S> <C> <C> <C> <C>
Net revenues:
Health Care sales . . . . . . . . . . . . . . . . $ 143,556 $ 137,751 $ 292,706 $ 268,723
Health Care rentals . . . . . . . . . . . . . . . 94,461 92,368 189,708 182,622
Funeral Services . . . . . . . . . . . . . . . . 132,819 131,157 269,604 261,569
Insurance . . . . . . . . . . . . . . . . . . . . 53,365 43,583 106,039 88,222
---------- ---------- ---------- ----------
Total revenues . . . . . . . . . . . . . . . . . 424,201 404,859 858,057 801,136
Cost of revenues:
Health Care cost of goods sold . . . . . . . . . 84,106 87,210 175,123 165,262
Health Care rental expenses . . . . . . . . . . . 60,094 63,075 119,262 123,692
Funeral Services . . . . . . . . . . . . . . . . 70,708 69,256 143,887 139,780
Insurance . . . . . . . . . . . . . . . . . . . . 40,229 32,729 81,017 67,331
---------- ---------- ---------- ----------
Total cost of revenues . . . . . . . . . . . . . 255,137 252,270 519,289 496,065
Other operating expenses . . . . . . . . . . . . . . . 108,797 104,499 219,998 208,127
---------- ---------- ---------- ----------
Operating profit . . . . . . . . . . . . . . . . . . . 60,267 48,090 118,770 96,944
Interest expense . . . . . . . . . . . . . . . . . . . (6,318) (5,436) (12,557) (10,703)
Other income, net . . . . . . . . . . . . . . . . . . 2,301 2,256 5,787 3,175
---------- ---------- ---------- ----------
Income before income taxes . . . . . . . . . . . . . . 56,250 44,910 112,000 89,416
Income taxes . . . . . . . . . . . . . . . . . . . . . 22,612 17,156 45,024 34,157
---------- ---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . $ 33,638 $ 27,754 $ 66,976 $ 55,259
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per common share . . . . . . . . . . . . . $ .48 $ .39 $ .96 $ .78
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Dividends per common share . . . . . . . . . . . . . . $ .155 $ .15 $ .31 $ .30
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Average shares outstanding . . . . . . . . . . . . . . 69,783 70,799 69,957 70,842
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
Hillenbrand Industries, Inc. and Subsidiaries
Consolidated Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
06/01/96 06/03/95
---------- ----------
(In Thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,976 $ 55,259
Adjustments to reconcile net income
to net cash flows from operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . 52,966 53,255
Change in noncurrent deferred
income taxes . . . . . . . . . . . . . . . . . . . . . . . . (1,107) (3,619)
Change in net working capital
excluding cash and current debt . . . . . . . . . . . . . . . 9,402 (7,495)
Change in insurance items:
Deferred policy acquisition costs . . . . . . . . . . . . . . (29,316) (28,262)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . 21,264 17,806
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . (2,956) (5,135)
---------- ----------
Net cash flows from operating activities . . . . . . . . . . . . . 117,229 81,809
---------- ----------
Cash flows from investing activities:
Capital expenditures, net . . . . . . . . . . . . . . . . . . . (50,078) (43,114)
Acquisition of businesses . . . . . . . . . . . . . . . . . . . (2,014) -
Other investments. . . . . . . . . . . . . . . . . . . . . . . . (3,000) -
Insurance investments:
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . (223,877) (230,281)
Proceeds on maturities . . . . . . . . . . . . . . . . . . . . 43,703 25,291
Proceeds on sales prior to maturity . . . . . . . . . . . . . 87,181 104,619
---------- ----------
Net cash flows from investing
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (148,085) (143,485)
---------- ----------
Cash flows from financing activities:
Additions to debt, net . . . . . . . . . . . . . . . . . . . . . 17,455 16,213
Payment of cash dividends . . . . . . . . . . . . . . . . . . . (21,690) (21,240)
Treasury stock acquisitions. . . . . . . . . . . . . . . . . . . (30,648) (3,971)
Insurance premiums received . . . . . . . . . . . . . . . . . . 212,944 215,941
Insurance benefits paid . . . . . . . . . . . . . . . . . . . . (118,645) (103,368)
---------- ----------
Net cash flows from financing
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,416 103,575
---------- ----------
Net increase in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . 28,560 41,899
Cash and cash equivalents:
At beginning of period . . . . . . . . . . . . . . . . . . . . . 171,343 120,359
---------- ----------
At end of period . . . . . . . . . . . . . . . . . . . . . . . . $ 199,903 $ 162,258
---------- ----------
---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
Hillenbrand Industries, Inc. and Subsidiaries
Consolidated Balance Sheet
<TABLE>
<CAPTION>
ASSETS 06/01/96 12/02/95
---------- ----------
(In Thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 199,903 $ 171,343
Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . 300,282 313,483
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,142 111,679
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,919 43,660
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 649,246 640,165
Equipment leased to others, net . . . . . . . . . . . . . . . . . . 98,042 91,329
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 262,714 275,730
Other assets:
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . 152,918 162,993
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 57,876 49,076
---------- ----------
Total other assets . . . . . . . . . . . . . . . . . . . . . . . 210,794 212,069
Insurance assets:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,455,938 1,432,222
Deferred policy acquisition costs . . . . . . . . . . . . . . . 368,646 339,330
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 65,783 39,518
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,895 39,893
---------- ----------
Total insurance assets . . . . . . . . . . . . . . . . . . . . . 1,932,262 1,850,963
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,153,058 $3,070,256
---------- ----------
---------- ----------
LIABILITIES
Current liabilities:
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . $ 59,041 $ 40,450
Current portion of long-term debt . . . . . . . . . . . . . . . . 1,809 2,315
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . 54,839 70,743
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,572 187,213
---------- ----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 308,261 300,721
Other liabilities:
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . 206,153 206,783
Other long-term liabilities . . . . . . . . . . . . . . . . . . . 76,530 79,343
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 15,702 14,945
---------- ----------
Total other liabilities. . . . . . . . . . . . . . . . . . . . . 298,385 301,071
Insurance liabilities:
Benefit reserves. . . . . . . . . . . . . . . . . . . . . . . . . 1,333,820 1,252,737
Unearned revenue. . . . . . . . . . . . . . . . . . . . . . . . . 487,854 454,763
General liabilities . . . . . . . . . . . . . . . . . . . . . . . 19,238 15,200
---------- ----------
Total insurance liabilities. . . . . . . . . . . . . . . . . . . 1,840,912 1,722,700
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 2,447,558 2,324,492
---------- ----------
Commitments and contingencies (Note 5)
SHAREHOLDERS' EQUITY
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 4,442 4,442
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . 13,745 13,238
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . 921,419 876,133
Accumulated unrealized gain (loss) on
investments. . . . . . . . . . . . . . . . . . . . . . . . . . . (22,455) 22,861
Foreign currency translation adjustment . . . . . . . . . . . . . 3,585 14,099
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . (215,236) (185,009)
---------- ----------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . 705,500 745,764
---------- ----------
Total liabilities and
shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . $3,153,058 $3,070,256
---------- ----------
---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
Hillenbrand Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands)
1. Basis of Presentation
The unaudited, condensed consolidated financial statements appearing in
this quarterly report on Form 10-Q should be read in conjunction with the
financial statements and notes thereto included in the Company's latest
annual report. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. The
statements herein have been prepared in accordance with the Company's
understanding of the instructions to Form 10-Q. In the opinion of
management, such financial statements include all adjustments necessary to
present fairly the financial position, results of operations, and cash
flows, for the interim periods.
2. Supplementary Income Statement Information
Investment income (non-insurance) in the second quarter of 1996 and 1995
was $4,065 and $3,307, respectively. Investment income in the first six
months of 1996 and 1995 was $8,019 and $6,159, respectively.
3. Supplementary Balance Sheet Information
The following information pertains to non-insurance assets and consolidated
shareholders' equity:
06/01/96 12/02/95
-------- --------
Allowance for possible losses and
discounts on trade receivables.......... $ 17,852 $ 19,833
Accumulated depreciation of equipment
leased to others and property........... $570,360 $544,000
Accumulated amortization of intangible
assets.................................. $167,747 $163,836
Capital Stock:
Preferred stock, without par value:
Authorized 1,000,000 shares;
Shares issued....................... None None
Common stock, without par value:
Authorized 199,000,000 shares;
Shares issued....................... 80,323,912 80,323,912
6
<PAGE>
4. Earnings per Common Share
Earnings per common share were computed by dividing net income by the
average number of common shares outstanding during each period (69,782,956
for the three months of 1996; 69,957,023 for the six months of 1996;
70,798,713 for the three months of 1995; and 70,841,730 for the six months
of 1995). Under a program begun in 1983, the Company has acquired to date
12,417,972 shares of common stock of which 1,544,835 shares have been
reissued for general corporate purposes. The remaining treasury stock has
been excluded in determining the average number of shares outstanding
during each period. Common share equivalents arising from shares awarded
under the Senior Executive Compensation Program which was initiated in
fiscal year 1978 and various deferred share equivalents have also been
excluded from the computation because of their insignificant dilutive
effect.
5. Contingencies
As discussed under Item 3 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 2, 1995, Hillenbrand Industries, Inc., and
its subsidiary Hill-Rom Company, Inc., are the subject of an antitrust suit
brought by a competitor in the health care equipment market. The plaintiff
seeks monetary damages totaling in excess of $268.5 million, trebling of
any damages that may be allowed by the court, and injunctions to prevent
further alleged unlawful activities. The Company believes that the claims
are without merit and is aggressively defending itself against all
allegations. There was no material change in the status of this litigation
during the quarter ended June 1, 1996.
The Company has voluntarily entered into remediation agreements with
environmental authorities, and has been issued Notices of Violation
alleging violations of certain permit conditions. Accordingly, the Company
is in the process of implementing plans of abatement in compliance with
agreements and regulations. The Company has also been notified as a
potentially responsible party in investigations of certain offsite disposal
facilities. The cost of all plans of abatement and waste site cleanups in
which the Company is currently involved is not expected to exceed $10.0
million. The Company has provided adequate reserves in its financial
statements for these matters. Changes in environmental law might affect
the Company's future operations, capital expenditures and earnings. The
cost of complying with these provisions is not known.
The Company is subject to various other claims and contingencies arising
out of the normal course of business, including those relating to
commercial transactions, product liability, safety, health, taxes,
environmental and other matters. Management believes that the ultimate
liability, if any, in excess of amounts already provided or covered by
insurance, is not likely to have a material adverse effect on the Company's
financial condition, results of operations or cash flows.
7
<PAGE>
6. Subsequent Event
On July 3, 1996, the Company signed a definitive agreement with I-Flow
Corp. to sell substantially all of the assets of its wholly owned
subsidiary, Block Medical, Inc. The agreement is subject to government and
financing approval and satisfaction of additional conditions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER 1996 COMPARED WITH SECOND QUARTER 1995
Consolidated net revenues of $424.2 million were up $19.3 million, or 4.8%.
Health Care sales increased $5.8 million, or 4.2%, due primarily to higher
unit sales of the Advance-Registered Trademark- series beds at Hill-Rom.
Sales were lower in Germany. Sales at Medeco Security Locks were down
overall due to lower shipments in route management. In Medeco's door
security business, strong domestic dealer demand and institutional business
offset weaker export sales. Health Care rental revenue increased $2.1
million, or 2.3%. In the long-term care market, units in use and average
rental rates were higher than in the second quarter of 1995. In the acute
care market, units in use and rates were down marginally. While units in use
in the home care market were up year over year, growth was hampered by recent
changes in Medicare policy which eliminated reimbursement for certain of
Hill-Rom's pressure ulcer prevention products. Funeral Services sales were
up $1.7 million, or 1.3%, due to a first quarter price increase, marginally
higher casket unit volume and higher sales of Options-TM- cremation caskets
and urns. These gains were largely offset by an increase in the percentage
of sales derived from lower priced products. Insurance revenues grew $9.8
million, or 22.4%, to $53.4 million in the second quarter. Earned premium
revenue was up due to a greater number of policies in force year over year.
Investment income was up due to a larger investment portfolio, partially
offset by a marginally lower portfolio yield.
Gross profit on Health Care sales of $59.5 million increased $8.9 million, or
17.6%, due primarily to higher sales of Advance-Registered Trademark- series
beds, partially offset by increased losses in Europe and lower shipments at
Medeco. As a percentage of revenues, gross profit was 41.4% compared with
36.7% in 1995. Margins in 1995 were negatively affected by lower electric bed
shipments and increased sales of lower margin used furniture. Gross profit
on rental revenues of $34.4 million grew $5.1 million, or 17.3%, and as a
percentage of revenues improved from 31.7% to 36.4%. This improvement
reflected lower therapy unit service costs, partially offset by higher
depreciation. Funeral Services gross profit of $62.1 million increased $210
thousand, or 0.3%, and as a percentage of sales declined from 47.2% to 46.8%
due to increased shipments of lower priced caskets. Insurance gross profit
of $13.1 million was up $2.3 million, or 21.0%. Improvements in the
commission and product structure and higher investment income offset growth
in benefits and credited interest on the larger base of insurance in force.
8
<PAGE>
Other operating expenses increased $4.3 million, or 4.1%, and as a percentage of
revenues were 25.6% compared with 25.8% in 1995. Cost control throughout all
operations offset increased incentive compensation expense (reflecting improved
performance) and higher legal fees.
Interest expense increased $882 thousand, or 16.2%, due to higher debt
associated with European operations.
Other income, net, of $2.3 million was essentially unchanged from the second
quarter of 1995. Higher investment income was mostly offset by other items.
The Company's consolidated effective income tax rate of 40.2% compares with
38.2% in the second quarter of 1995. This increase was largely due to increased
operating losses in Europe for which the Company is not currently deriving any
tax benefit. This trend began to develop toward the middle of 1995 and,
combined with lower U.S. earnings, was reflected in a higher effective rate in
the third quarter.
SIX MONTHS ENDED JUNE 1, 1996 COMPARED WITH SIX MONTHS ENDED JUNE 3, 1995
Except as noted below, the factors affecting second quarter comparisons also
affected year to date comparisons.
Consolidated net revenues were up 7.1% to $858.1 million. Health Care sales
increased $24.0 million, or 8.9%, on the strength of Advance-Registered
Trademark- series bed shipments and, in the first quarter, higher sales in
Germany and favorable exchange rates. Sales were down in France in the first
quarter and on a year to date basis. Sales at Medeco were flat year over
year. Health Care rental revenue was up $7.1 million, or 3.9%. The increase
of 5.5% in the first quarter was not sustainable in the second quarter due to
the aforementioned change in Medicare reimbursement policy. Funeral Services
sales were 3.1% higher through six months. The decline in product mix
primarily affected second quarter sales. Insurance revenues increased $17.8
million, or 20.2%.
Gross profit on Health Care sales and rentals increased $14.1 million and
$11.5 million, respectively, and as a percentage of revenues improved 1.7 and
4.9 percentage points. Funeral Services gross profit was up $3.9 million, or
3.2%. As a percentage of sales it was unchanged at 46.6% due to the decline
in product mix in the second quarter. Insurance gross profit increased $4.1
million, or 19.8%.
Other operating expenses of $220.0 million were up $11.9 million, or 5.7%.
The $2.6 million increase in other income, net, was due primarily to higher
investment income generated by higher levels of interest earning assets.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows from operating activities and selected borrowings represent
the Company's primary sources of funds for growth of the business, including
capital expenditures and acquisitions. Cash and cash equivalents (excluding
the investments of insurance operations) grew from $171.3 million at the end
of 1995 to $199.9 million at the end of the second quarter. Net cash flows
from operating activities of $117.2 million were up $35.4 million due
primarily to higher earnings and a decrease in net working capital.
Inventories declined $7.5 million versus a $17.5 million increase through the
second quarter of 1995. The 1995 increase reflected additional product
evaluation inventory at Hill-Rom. The decline in 1996 was due to higher first
and second quarter shipments at Hill-Rom. Annualized inventory turns on
sales improved from 9.6 at year end to 10.8 at quarter end. Accounts
receivable days sales outstanding were 73 at the end of the second quarter
versus 80 at year end 1995.
Capital spending of $50.1 million was higher than in the first six months of
1995 due to increased production of therapy rental units and expenditures
relative to improving operations in Europe. Investment purchases in insurance
operations reflected funds available from the sale of investments prior to
maturity as Forethought continues to realign its portfolio to better match
maturities with expected policy benefit payments.
In the first quarter, the Company utilized short-term borrowings at a
favorable interest rate to pay down certain debt in Europe. Additional debt
capacity allows the Company considerable flexibility in the funding of future
growth in all operations. Insurance premiums received were down marginally
compared with the first half of 1995. The policy and commission changes (and
resulting decline in policy sales) previously discussed were implemented in
the second quarter of 1995. The increase in benefits paid primarily reflects
increased insurance in force year over year.
FACTORS THAT MAY AFFECT FUTURE RESULTS
U.S. acute care capital shipments and orders were steady through the second
quarter. However, the long-term strength of future order patterns remains
uncertain. Changes in Medicare reimbursement policy negatively affected Hill-
Rom's rental revenues beginning in the second quarter. This trend will
continue. Losses in certain European operations will continue throughout
1996.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
The Company held its Annual Meeting of shareholders on April 9, 1996. Matters
voted upon by proxy were: the election of four directors nominated for three
year terms expiring in 1999 and the ratification of the Board of Directors'
appointment of Price Waterhouse as independent auditors for the Company.
Voted Withheld/ Broker
For Abstained Non-Vote
--- --------- --------
Election of directors in Class III for
terms expiring in 1999:
John C. Hancock 61,943,170 436,469 0
George M. Hillenbrand II 61,944,247 435,392 0
John A. Hillenbrand II 61,944,852 434,787 0
Lonnie M. Smith 61,923,622 456,017 0
Mssrs. Peter F. Coffaro, Edward S. Davis, Leonard Granoff and W August
Hillenbrand will continue to serve as Class I directors and Messrs. Lawrence R.
Burtschy, Daniel A. Hillenbrand and Ray J. Hillenbrand will continue to serve as
Class II directors.
Voted Voted Withheld/ Broker
For Against Abstained Non-Vote
--- ------- --------- --------
Proposal to ratify Price Waterhouse
as the Company's independent
auditors: 62,142,155 168,464 69,020 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
B. Reports on Form 8-K
There were no reports filed on Form 8-K during the second quarter
ended June 1, 1996.
11
<PAGE>
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.
HILLENBRAND INDUSTRIES, INC.
DATE: July 10, 1996 BY: /S/ Tom E. Brewer
-----------------------------
Tom E. Brewer
Chief Financial Officer
DATE: July 10, 1996 BY: /S/ James D. Van De Velde
-----------------------------
James D. Van De Velde
Controller
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> JUN-01-1996
<CASH> 199,903
<SECURITIES> 0
<RECEIVABLES> 318,134
<ALLOWANCES> 17,852
<INVENTORY> 104,142
<CURRENT-ASSETS> 649,246
<PP&E> 931,116
<DEPRECIATION> 570,360
<TOTAL-ASSETS> 3,153,058
<CURRENT-LIABILITIES> 308,261
<BONDS> 206,153
0
0
<COMMON> 4,442
<OTHER-SE> 701,058
<TOTAL-LIABILITY-AND-EQUITY> 3,153,058
<SALES> 562,310
<TOTAL-REVENUES> 858,057
<CGS> 319,010
<TOTAL-COSTS> 519,289
<OTHER-EXPENSES> 219,998
<LOSS-PROVISION> 1,650
<INTEREST-EXPENSE> 12,557
<INCOME-PRETAX> 112,000
<INCOME-TAX> 45,024
<INCOME-CONTINUING> 66,976
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,976
<EPS-PRIMARY> .96
<EPS-DILUTED> .96
</TABLE>
