<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal quarter ended September 27, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 5-10065
EARLE M. JORGENSEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-0886610
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3050 East Birch Street, Brea, California 92822
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 579-8823
-------------
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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None
----
Outstanding common stock, par value $.01 per share, at September 30, 1996 -
128 shares
- ----------
<PAGE>
EARLE M. JORGENSEN COMPANY
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets at September 27, 1996 (unaudited)
and March 31, 1996 2
Consolidated Statements of Operations for the Three Months
and Six Months Ended September 27, 1996 and September 29, 1995
(unaudited) 3
Consolidated Statements of Cash Flows for the Six Months
Ended September 27, 1996 and September 29, 1995 (unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 6
PART II - OTHER INFORMATION 9
SIGNATURES 10
Page 1
<PAGE>
PART I - FINANCIAL INFORMATION
EARLE M. JORGENSEN COMPANY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
September 27, March 31,
1996 1996
------------ --------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 16,673 $ 22,823
Accounts receivable, less allowance for doubtful
accounts of $1,533 and $1,017 at September 27, 1996
and March 31, 1996, respectively. 111,755 113,664
Inventories 203,389 188,452
Other current assets 6,741 4,513
---------- --------
Total current assets 338,558 329,452
---------- --------
Property, plant and equipment, net of accumulated
depreciation of $57,911 and $54,826 at
September 27, 1996 and March 31, 1996, respectively 129,667 134,259
Net cash surrender value of life insurance policies 17,040 11,599
Debt issue costs, net of accumulated amortization 4,940 5,996
Other assets 3,706 3,605
---------- --------
Total assets $ 493,911 $484,911
---------- --------
---------- --------
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 91,385 $112,551
Accrued liabilities 35,315 31,002
Deferred income taxes 18,362 18,362
Current portion of long-term debt 950 950
---------- --------
Total current liabilities 146,012 162,865
---------- --------
Long term debt 300,763 279,002
Deferred income taxes 14,648 14,448
Other long-term liabilities 3,497 3,455
Stockholder's equity:
Preferred stock, $.01 par value; 200 shares authorized
and unissued - -
Common stock, $.01 par value; 2,800 shares authorized;
128 shares issued and outstanding - -
Additional paid in capital 173,523 173,523
Foreign currency translation adjustment (5,455) (5,748)
Accumulated deficit (139,077) (142,634)
---------- --------
Total stockholder's equity 28,991 25,141
---------- --------
Total liabilities and stockholder's equity $ 493,911 $484,911
---------- --------
---------- --------
</TABLE>
See accompanying notes.
Page 2
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PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------------- -------------------------------
September 27, September 29, September 27, September 29,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 246,973 $ 243,396 $ 505,403 $ 509,287
Cost of sales 178,478 176,316 363,222 362,478
------------- ------------- ------------- -------------
Gross profit 68,495 67,080 142,181 146,809
Expenses
Warehouse and delivery 33,209 32,375 64,786 64,405
Selling 10,429 10,916 20,888 22,830
General and administrative 16,911 18,040 33,015 39,534
Workforce realignment and
asset write-downs - 12,776 - 12,776
------------- ------------- ------------- -------------
Total expenses 60,549 74,107 118,689 139,545
------------- ------------- ------------- -------------
Income (loss) from operations 7,946 (7,027) 23,492 7,264
Net interest expense 9,923 10,227 19,728 19,998
------------- ------------- ------------- -------------
Income (loss) before income taxes (1,977) (17,254) 3,764 (12,734)
Income tax expense (benefit) 158 (6,041) 207 (4,627)
------------- ------------- ------------- -------------
Net income (loss) $ (2,135) $ (11,213) $ 3,557 $ (8,107)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
See accompanying notes.
Page 3
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------
September 27, September 29,
1996 1995
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 3,557 $ (8,107)
Adjustments to reconcile net income to net cash provided
by (used in) operations:
Depreciation and amortization 5,275 6,793
Asset write-down to fair market value - 9,205
Amortization of debt issue costs and discount 1,139 1,136
Gain on sale of property, plant and equipment (505) (69)
ESOP expense 3,435 4,580
Provision for bad debts 802 1,021
Changes in assets and liabilities:
Accounts receivable 1,107 28,466
Inventories (14,937) (40,386)
Increase in cash surrender value of life insurance (5,441) (3,572)
Accounts payable and accrued liabilities (20,287) 16,703
Accrued postretirement benefits 120 (570)
Current and deferred income taxes 200 (5,445)
Other (2,584) (214)
------------- -------------
Net cash provided by (used in) operating activities (28,119) 9,541
------------- -------------
INVESTING ACTIVITIES
Additions to property, plant and equipment (1,435) (13,029)
Proceeds from the sale of property, plant and equipment 1,710 69
------------- -------------
Net cash provided by (used in) investing activities 275 (12,960)
------------- -------------
FINANCING ACTIVITIES
Borrowings under revolving loan agreements 22,169 4,760
Other borrowings (payments), net (475) 4,393
------------- -------------
Net cash provided by financing activities 21,694 9,153
------------- -------------
Net increase (decrease) in cash (6,150) 5,734
Cash at beginning of period 22,823 10,615
------------- -------------
Cash at end of period $ 16,673 $ 16,349
------------- -------------
</TABLE>
See accompanying notes.
Page 4
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 27, 1996
1. BASIS OF PRESENTATION
The Earle M. Jorgensen Company (the "Company") is a wholly owned subsidiary
of Earle M. Jorgensen Holding Company, Inc. ("Holding").
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries including Earle M.
Jorgensen Company (UK) Ltd. (EMJ (UK)), Kilsby Jorgensen S.A. de C.V.
(EMJ (Mexico)), Earle M. Jorgensen (Canada) Inc. (EMJ (Canada)) and
Stainless Insurance Ltd., a captive insurance subsidiary (EMJ
(Bermuda)). All significant intercompany accounts and transactions have
been eliminated.
In the opinion of management, the accompanying unaudited consolidated
financial statements have been prepared in accordance with the instructions
to Form 10-Q and include all adjustments (consisting of normally recurring
accruals) and disclosures considered necessary for a fair presentation of
the consolidated financial position of the Earle M. Jorgensen Company at
September 27, 1996 and the consolidated results of operations for the three
months and six months ended September 27, 1996 and September 29, 1995 and
consolidated cash flows for the six months ended September 27, 1996 and
September 29, 1995. The consolidated results of operations for the three
months and six months ended September 27, 1996 are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the year ended
March 31, 1996.
Page 5
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PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: SIX MONTHS ENDED SEPTEMBER 27, 1996 COMPARED TO SIX
MONTHS ENDED SEPTEMBER 29, 1995.
REVENUE. Revenues for the six months ended September 27, 1996 were $505.4
million, compared to $509.3 million for the same period in fiscal 1996.
Revenues from U.S. and foreign operations were $474.4 million and $31.0 million,
compared to $476.7 million and $32.6 million, respectively, for the first six
months of fiscal 1996. For the six months of fiscal 1997, revenues from U.S.
operations were generally impacted by lower demand and competitive pricing.
Foreign revenues were adversely impacted by general weaknesses in the local
economies.
GROSS PROFIT. Gross profit for the six months ended September 27, 1996 was
$142.2 million, compared to $146.8 million for the same period in fiscal 1996.
Consolidated gross margin for the fiscal 1997 and 1996 periods was 28.1% and
28.8%, respectively. The first six months of fiscal 1997 included a LIFO credit
of $0.7 million compared to a charge of $3.3 million in the same period of
fiscal 1996. Foreign gross profits were $6.8 million and gross margin was
22.1%, compared to $7.1 million and 21.9%, respectively, for the comparable
period in fiscal 1996. Exclusive of foreign operations and LIFO adjustments,
the U.S. gross margin was 28.4% for the first six months of fiscal 1997 compared
to 30.0% for the comparable period in fiscal 1996. The 1.6% decrease primarily
resulted from competitive pricing pressures and decreasing stainless and
aluminum commodity costs.
EXPENSES. Total operating expenses for the first six months of fiscal 1997 were
$118.7 million, compared to $139.5 million for the same period in fiscal 1996.
The fiscal 1996 period included a one-time charge of $12.8 million for workforce
realignment and asset write-downs. As a percentage of revenues, these expenses
were 23.5% in the fiscal 1997 period and 24.9% in the fiscal 1996 period, after
excluding the one-time charge.
Warehouse and delivery expenses for the first six months of fiscal 1997 were
$64.8 million (12.8% of revenues), compared to $64.4 million (12.8% of revenues)
for the same period in fiscal 1996. The fiscal 1997 period included higher
expenses for freight and contracted shipping management services resulting
primarily from the establishment of additional regional inventory depots.
Selling expenses for the first six months of fiscal 1997 were $20.9 million
(4.1% of revenues), compared to $22.8 million (4.5% of revenues) for the same
period in fiscal 1996. The improvements were primarily the result of a
reduction in compensation expenses.
General and administrative expenses were $33.0 million (6.5% of revenues) during
the first six months of fiscal 1997 compared to $39.5 million (7.8% of revenues)
for the same period in fiscal 1996. The fiscal 1997 period benefited from lower
amortization expense, a reduction in compensation expenses, and higher purchase
discounts.
NET INTEREST EXPENSE. Net interest expense was $19.7 million during the first
six months of fiscal 1997 compared to $20.0 million for the same period in
fiscal 1996. The fiscal 1997 period was impacted primarily by lower interest
expense related to the Company's Revolving Credit Facility as compared to the
fiscal 1996 period, offset by higher interest expense associated with increased
levels of borrowings against the cash surrender value of certain life insurance
policies maintained by the Company in the fiscal 1997 period. The average
outstanding indebtedness during the first six months of fiscal 1997 was $307.8
million, compared to $300.8 million for the same period in fiscal 1996, and the
weighted average interest rate on such indebtedness was 9.5% and 10.0%,
respectively. The Company's Revolving Credit Facility borrowings, representing
$128.0 million and $130.4 million in principal amount of total indebtedness as
of the end of fiscal month September 1996 and 1995, respectively, is at a
floating interest rate (8.5% at September 27, 1996). The average interest rate
on such indebtedness for the first six months of fiscal 1997 was 8.2% as
compared to 9.5% in fiscal 1996. The interest rates on the 10-3/4% Senior Notes
and on the borrowings under the life insurance policies are fixed.
Page 6
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS: SIX MONTHS ENDED SEPTEMBER 27, 1996 COMPARED TO SIX
MONTHS ENDED SEPTEMBER 29, 1995. (continued)
INCOME TAXES. The income tax provision of $0.2 million for the first six months
of fiscal 1997 represents a provision for U.S. taxes (calculated using a
projected effective tax rate of 34.0%), adjusted by a $1.3 million reduction in
the reserve for deferred tax assets resulting from the recognition of tax
benefits associated with the Company's loss carryforwards. The income tax
benefit of $4.6 million for the same period in fiscal 1996 represents a U.S. tax
benefit ($4.7 million at an effective tax rate of 36.6%) offset by an income tax
provision ($0.1 million at an effective rate of 43.3%) on earnings from the
Company's Canadian operations.
RESULTS OF OPERATIONS: THREE MONTHS ENDED SEPTEMBER 27, 1996 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 29, 1995.
REVENUE. Revenues for the second quarter of fiscal 1997 were $247.0 million,
compared to $243.4 million for the same period in fiscal 1996. Revenues from
U.S. and foreign operations were $231.6 million and $15.4 million, compared to
$227.6 million and $15.8 million, respectively, for the second quarter of fiscal
1996.
GROSS PROFIT. Gross profit for the second quarter of fiscal 1997 was $68.5
million, compared to $67.1 million for the same period in fiscal 1996.
Consolidated gross margin for the fiscal 1997 and 1996 periods was 27.7% and
27.6%, respectively. The second quarter of fiscal 1997 included a LIFO credit
of $0.5 million compared to a charge of $2.2 million in the same period of
fiscal 1996. Foreign gross profits were $3.1 million and gross margin was
20.1%, compared to $3.3 million and 21.1%, respectively, for the comparable
period in fiscal 1996. Exclusive of foreign operations and LIFO charges, the
U.S. gross margin was 28.0% for the second quarter of fiscal 1997 compared to
29.0% for the comparable period in fiscal 1996. The 1.0% decrease primarily
resulted from competitive pricing pressures and decreasing stainless and
aluminum commodity costs.
EXPENSES. Total operating expenses for the second quarter of fiscal 1997 were
$60.5 million, compared to $74.1 million for the same period in fiscal 1996. The
fiscal 1996 period included a one-time charge of $12.8 million for workforce
realignment and asset write-downs. As a percentage of revenues, these expenses
were 24.5% in the fiscal 1997 period and 25.2% in the fiscal 1996 period, after
excluding the one-time charge.
Warehouse and delivery expenses for the second quarter of fiscal 1997 were $33.2
million (13.4% of revenues), compared to $32.4 million (13.3% of revenues) for
the same period in fiscal 1996. The fiscal 1997 period included higher expenses
for freight resulting primarily from the establishment of additional regional
inventory depots.
Selling expenses for the second quarter of fiscal 1997 were $10.4 million (4.2%
of revenues), compared to $10.9 million (4.5% of revenues) for the same period
in fiscal 1996. The improvements were primarily the result of a reduction in
compensation expenses.
General and administrative expenses were $16.9 million (6.8% of revenues) during
the second quarter of 1997 compared to $18.0 million (7.4% of revenues) for the
same period in fiscal 1996. The fiscal 1997 period benefited from lower
amortization expense, reductions in compensation and travel related expenses,
and higher purchase discounts.
Page 7
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS: THREE MONTHS ENDED SEPTEMBER 27, 1996 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 29, 1995. (continued)
NET INTEREST EXPENSE. Net interest expense was $9.9 million and $10.2 million
for the second quarter in fiscal 1997 and fiscal 1996, respectively. The fiscal
1997 period was impacted primarily by lower interest expense related to the
Company's Revolving Credit Facility as compared to the fiscal 1996 period,
offset by higher interest expense associated with increased levels of borrowings
against the cash surrender value of certain life insurance policies maintained
by the Company in the fiscal 1997 period. The average outstanding indebtedness
during the second quarter of fiscal 1997 was $305.5 million, compared to $309.0
million for the same period in fiscal 1996, and the weighted average interest
rate on such indebtedness was 9.6% and 9.9%, respectively.
INCOME TAXES. The income tax provision of $0.2 million for the second quarter of
fiscal 1997 represents a provision for U.S. taxes (calculated using a projected
effective tax rate of 34.0%), adjusted by a $1.3 million reduction in the
reserve for deferred tax assets resulting from the recognition of tax benefits
associated with the Company's loss carryforwards. The income tax benefit of
$6.0 million for the same period in fiscal 1996 represents a U.S. tax benefit
($6.1 million at an effective tax rate of 35.3%) offset by an income tax
provision ($0.1 million at an effective rate of 43.3%) on earnings from the
Company's Canadian operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are internally generated funds from
operations, borrowings available under its Revolving Credit Facility and
borrowings against certain life insurance policies. At September 27, 1996, the
Company had available borrowings of $44.6 million under the Revolving Credit
Facility and approximately $7.1 million of available borrowings against the cash
surrender value of life insurance policies. The indebtedness under the
Revolving Credit Facility is secured by the Company's inventory and accounts
receivable, and future availability under the Revolving Credit Facility is
determined by prevailing levels of the Company's eligible accounts receivable
and inventory offset by outstanding letters of credit, certain guarantees and
other obligations.
The Company's cash requirements for debt service and related obligations through
the end of fiscal 1997 will consist primarily of interest payments under its
Revolving Credit Facility, interest payments on the Senior Notes, dividends to
Holding to provide for the repurchase of capital stock from departing
stockholders pursuant to Holding's Stockholder Agreement and the Company's
employee stock ownership plan ("ESOP"), and principal and interest payments on
the Company's industrial revenue bond and purchase money indebtedness. As of
September 27, 1996, principal payments required by the Company's currently
outstanding industrial revenue bond and purchase money indebtedness amount to
$0.5 million in fiscal 1997, $1.0 million in fiscal 1998, $1.5 million in fiscal
1999, and $16.1 million in the aggregate thereafter through 2010. The Company
will not be required to make any principal payments against the Senior Notes or
the Revolving Credit Facility until 2000 and 1998, respectively. The Company is
in compliance with the covenants contained in the Revolving Credit Facility, and
the Company is not in default under the indenture governing the Senior Notes and
the Company does not anticipate any default thereunder for the foreseeable
future.
In fiscal 1997, approximately $4.8 million has been budgeted for capital
expenditures. Approximately $3.2 million is for routine replacement of
machinery and equipment and $1.6 million is for completing the implementation of
the Company's information technology system. The Company expects to finance
such expenditures from internal cash flows.
Page 8
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PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Company's working capital at September 27, 1996 increased $25.9 million to
$192.5 million when compared to $166.6 million at March 31, 1996. The increase
was primarily attributable to higher inventory levels resulting from the
establishment of additional regional depots and lower accounts payable resulting
from the introduction of a program to increase the discounting of supplier
invoices. This was partially offset by higher expense accruals.
Net cash used in operating activities during the first six months of fiscal 1997
was $28.1 million, compared to net cash generated of $9.5 million in the same
period of fiscal 1996. The cash flows for the fiscal 1997 period were decreased
by the reduction of accounts payable resulting from discounting supplier
invoices, and lower levels of collections of accounts receivable resulting from
lower sales during the first six months of fiscal 1997 when compared to the same
period in fiscal 1996. Net cash flows from operations during the fiscal 1997
period were increased by lower inventory growth and higher earnings when
compared to the fiscal 1996 period.
Net cash provided by investing activities was $0.3 million during the first six
months of fiscal 1997, compared to net cash used of $13.0 million in the same
period of fiscal 1996. The cash flows for the fiscal 1997 period included lower
levels of capital expenditures and proceeds received from the sale of a surplus
facility in Bristol, Pennsylvania. Capital expenditures in the first six months
of the prior year included the acquisition of the Company's Tulsa, Oklahoma
facility and expansions or enhancements to the Charlotte, Indianapolis, Detroit
and Cincinnati facilities.
Net cash provided by financing activities during the first six months of fiscal
1997 was $21.7 million, compared to $9.2 million in the same period of fiscal
1996. The cash flows for the fiscal 1997 period were primarily impacted by
higher borrowings under the Company's Revolving Credit Facility resulting from
the introduction of a program to increase the discounting of supplier
invoices, and the establishment of additional regional inventory depots.
As of September 27, 1996, the Company believes that its sources of liquidity and
capital resources are sufficient to meet all current and foreseeable working
capital and capital expenditures requirements.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On July 22, 1996, the Registrant's sole shareholder acting by written
consent in lieu of the Annual Meeting re-elected the Board of
Directors in its entirety and reappointed Ernst & Young LLP as the
Registrant's auditors.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
Exhibit 27. Financial Data Schedule
(b) REPORTS
The Registrant was not required to file a Form 8-K during the
quarter ended September 27, 1996.
Page 9
<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 hereunto duly authorized.
EARLE M. JORGENSEN COMPANY
/s/ Neven C. Hulsey
-------------------
Date: October 21, 1996 Neven C. Hulsey
President, Chief Executive Officer
/s/ Charles P. Gallopo
----------------------
Date: October 21, 1996 Charles P. Gallopo
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Page 10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 27, 1996 AND THE UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 27,
1996 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> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-27-1996
<CASH> 16,673
<SECURITIES> 0
<RECEIVABLES> 113,288
<ALLOWANCES> 1,533
<INVENTORY> 203,389
<CURRENT-ASSETS> 338,558
<PP&E> 187,578
<DEPRECIATION> 57,911
<TOTAL-ASSETS> 493,911
<CURRENT-LIABILITIES> 146,012
<BONDS> 300,763
0
0
<COMMON> 0
<OTHER-SE> 28,991
<TOTAL-LIABILITY-AND-EQUITY> 493,911
<SALES> 505,403
<TOTAL-REVENUES> 505,403
<CGS> 363,222
<TOTAL-COSTS> 363,222
<OTHER-EXPENSES> 64,786
<LOSS-PROVISION> 797
<INTEREST-EXPENSE> 19,728
<INCOME-PRETAX> 3,764
<INCOME-TAX> 207
<INCOME-CONTINUING> 3,557
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,557
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
