<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 29, 1997
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 92821
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 579-8823
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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, 1997 - 128
shares ---
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EARLE M. JORGENSEN COMPANY
TABLE OF CONTENTS
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Page
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PART I - FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets at September 29, 1997 (unaudited)
and March 31, 1997 2
Consolidated Statements of Operations for the Three Months and
Six Months Ended September 29, 1997 and September 27, 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the Six Months
Ended September 29, 1997 and September 27, 1996 (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 10
SIGNATURES 11
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Page 1
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PART I - FINANCIAL INFORMATION
EARLE M. JORGENSEN COMPANY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 29, March 31,
1997 1997
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(unaudited)
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ASSETS
Current assets:
Cash $ 21,195 $ 21,477
Accounts receivable, less allowance for doubtful
accounts of $1,258 and $963 at September 29, 1997
and March 31, 1997, respectively 108,174 113,544
Inventories 199,357 174,045
Other current assets 5,787 3,915
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Total current assets 334,513 312,981
Property, plant and equipment, net of accumulated
depreciation of $58,140 and $54,416 at September 29,
1997 and March 31, 1997, respectively 113,549 120,050
Net cash surrender value of life insurance policies 17,930 14,258
Debt issue costs, net of accumulated amortization 3,928 4,806
Other assets 2,521 2,787
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Total assets $ 472,441 $ 454,882
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LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 83,857 $ 87,519
Accrued restructuring expenses 4,063 10,632
Other accrued liabilities 36,105 25,973
Deferred income taxes 7,270 7,270
Current portion of long-term debt 1,450 950
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Total current liabilities 132,745 132,344
Long term debt 295,742 290,336
Deferred income taxes 27,242 26,742
Other long-term liabilities 3,671 3,533
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459,400 452,955
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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 170,475 171,073
Foreign currency translation adjustment (41) 44
Accumulated deficit (157,393) (169,190)
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Total stockholder's equity 13,041 1,927
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Total liabilities and stockholder's equity $ 472,441 $ 454,882
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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 29, September 27, September 29, September 27,
1997 1996 1997 1996
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Revenues $ 259,501 $ 246,973 $ 519,434 $ 505,403
Cost of sales 186,133 178,478 374,061 363,222
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Gross profit 73,368 68,495 145,373 142,181
Expenses:
Warehouse and delivery 31,661 33,209 63,946 64,786
Selling 9,600 10,429 19.052 20,888
General and administrative 15,382 16,911 29,569 33,015
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Total expenses 56,643 60,549 112,567 118,689
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Income from operations 16,725 7,946 32,806 23,492
Interest expense, net 10,481 9,923 20,509 19,728
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Income (loss) before income taxes 6,244 (1,977) 12,297 3,764
Income tax expense - 158 500 207
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Net income (loss) $ 6,244 $ (2,135) $ 11,797 $ 3,557
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</TABLE>
SEE ACCOMPANYING NOTES.
Page 3
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PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------------
SEPTEMBER 29, September 27,
1997 1996
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OPERATING ACTIVITIES
Net income $ 11,797 $ 3,557
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 4,818 5,275
Amortization of debt issue costs and discount on senior notes 947 1,139
Gain on sale of property, plant and equipment (376) (505)
ESOP contribution 1,616 3,435
Provision for bad debts 612 802
Changes in assets and liabilities:
Accounts receivable 3,835 1,107
Inventories (27,443) (14,937)
Increase in cash surrender value of life insurance (4,043) (5,441)
Accounts payable and accrued liabilities and expenses (844) (20,287)
Accrued postretirement benefits 240 120
Current and deferred income taxes 500 200
Other (1,003) (2,584)
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Net cash used in operating activities (9,344) (28,119)
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INVESTING ACTIVITIES
Additions to property, plant and equipment (2,539) (1,435)
Proceeds from the sale of property, plant and equipment 4,475 1,710
Proceeds from sale of subsidiary 1,700 -
Proceeds from redemption of life insurance policies 371 -
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Net cash provided by investing activities 4,007 275
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FINANCING ACTIVITIES
Net borrowings under revolving loan agreements 6,314 22,169
Cash dividend to parent (784) -
Other payments (475) (475)
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Net cash provided by financing activities 5,055 21,694
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NET DECREASE IN CASH (282) (6,150)
Cash at beginning of period 21,477 22,823
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CASH AT END OF PERIOD $ 21,195 $ 16,673
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</TABLE>
SEE ACCOMPANYING NOTES.
Page 4
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PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 29, 1997
1. BASIS OF PRESENTATION
The Earle M. Jorgensen Company is a wholly owned subsidiary of the Earle M.
Jorgensen Holding Company, Inc. ("Holding").
The accompanying consolidated condensed financial statements include the
accounts of the Company and its wholly owned subsidiaries including Earle
M. Jorgensen (UK) Ltd. (EMJ (UK)), Kilsby Jorgensen Steel and Aluminum S.A.
de C.V. (EMJ (Mexico)) (see Note 2), 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
condensed 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 29, 1997 and the consolidated results of
operations for the three months and six months ended September 29, 1997 and
September 27, 1996 and consolidated cash flows for the six months ended
September 29, 1997 and September 27, 1996. The consolidated results of
operations for the three months and six months ended September 29, 1997 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, 1997.
2. SALE OF SUBSIDIARY
On August 29, 1997, the Company sold a subsidiary in Mexico for $3.5
million, including cash of $1.7 million and $1.8 million of retained
accounts receivable. The sale resulted in a loss of approximately
$200,000, which was reflected in the prior years' restructuring plan. For
the first six months ended September 29, 1997, this subsidiary had revenues
of $2.3 million and operating losses of $0.1 million, compared to revenues
of $5.4 million and operating losses of $0.2 million during the same period
in fiscal 1997.
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 29, 1997 COMPARED TO SIX
MONTHS ENDED SEPTEMBER 27, 1996.
REVENUE. Revenues for the first six months of fiscal 1998 were $519.4 million,
compared to $505.4 million for the same period in fiscal 1997. Revenues from
domestic operations were $489.9 million, compared to $474.4 million for the
fiscal 1997 period. Revenues from international operations for the fiscal 1998
and 1997 periods were $29.5 million and $31.0 million, respectively. Revenues
from domestic operations for the fiscal 1998 period were impacted by a 10%
increase in tonnage volume and a 4% decrease in average selling prices, when
compared to the fiscal 1997 period. Revenues from international operations were
adversely impacted by the sale of the Company's subsidiary in Mexico during
August 1997 (see Note 2).
GROSS PROFIT. Gross profit for the first six months of fiscal 1998 was
$145.4 million, compared to $142.2 million for the same period in fiscal
1997. Consolidated gross margin for the fiscal 1998 and 1997 periods was
28.0% and 28.1%, respectively. The first six months of fiscal 1998 included
a LIFO charge of $1.3 million compared to a credit of $0.7 million in the
same period of fiscal 1997. Gross profits from international operations were
$6.3 million and gross margin was 21.4%, compared to $6.8 million and 22.1%,
respectively, for the fiscal 1997 period. Exclusive of international
operations and LIFO adjustments, the gross margin from domestic operations
was 28.7% for the first six months of fiscal 1998 compared to 28.4% for the
same period in fiscal 1997.
EXPENSES. Total operating expenses for the first six months of fiscal 1998 were
$112.6 million, compared to $118.7 million for the same period in fiscal 1997.
As a percentage of revenues, these expenses were 21.7% and 23.5% in the fiscal
1998 and 1997 periods, respectively.
Warehouse and delivery expenses for the first six months of fiscal 1998
decreased to $63.9 million (12.3% of revenues) as compared with $64.8 million
(12.8% of revenues) for the same period in fiscal 1997. The decrease resulted
from a 4% reduction in compensation and related expenses, partially offset by
higher freight costs, attributable to the 10% increase in tonnage volume shipped
and repositioning the inventory depots, which took place during the first fiscal
quarter.
Selling expenses for the first six months of fiscal 1998 decreased to $19.1
million (3.7% of revenues) as compared with $20.9 million (4.1% of revenues) for
the same period in fiscal 1997 as the result of lower compensation and related
expenses.
General and administrative expenses for the first six months of fiscal 1998
decreased to $29.6 million (5.7% of revenues) as compared with $33.0 million
(6.5% of revenues) for the same period in fiscal 1997 as the result of lower
compensation and travel related expenses.
NET INTEREST EXPENSE. Net interest expense was $20.5 million for the first six
months of fiscal 1998 compared to $19.7 million for the same period in fiscal
1997. The fiscal 1998 period was impacted primarily 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 1998
period as compared to the fiscal 1997 period. The Company's average outstanding
indebtedness, which excludes borrowings against the cash surrender value of
certain life insurance policies, was $299.6 million during the first six months
of fiscal 1998, compared to $302.9 million for the same period in fiscal 1997,
and the weighted average interest rate on such indebtedness was 9.67% and 9.62%,
respectively. The Company's Revolving Credit Facility borrowings, representing
$124.3 million and $128.0 million in principal amount of total indebtedness at
September 29, 1997 and September 27, 1996, respectively, is at a floating
interest rate (8.62% at September 29, 1997). The average interest rate on such
indebtedness for the first six months of fiscal 1998 was 8.60% as compared to
8.52% in fiscal 1997. The interest rates on the 10-3/4% Senior Notes and on the
borrowings under the life insurance policies are fixed.
Page 6
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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)
RESULTS OF OPERATIONS: SIX MONTHS ENDED SEPTEMBER 29, 1997 COMPARED TO SIX
MONTHS ENDED SEPTEMBER 27, 1996. (CONTINUED)
INCOME TAXES. Income tax expense for the first six months of fiscal 1998
represents a provision for state franchise taxes. The remaining tax provisions
for the first six months of fiscal 1998 were offset by recognition of tax
benefits associated with the Company's loss carryforwards. 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.
RESULTS OF OPERATIONS: THREE MONTHS ENDED SEPTEMBER 29, 1997 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 27, 1996.
REVENUE. Revenues for the second quarter of fiscal 1998 were $259.5 million,
compared to $247.0 million for the same period in fiscal 1997. Revenues from
domestic operations were $244.9 million, compared to $231.6 million for the
second quarter of fiscal 1997. Revenues from international operations for the
second quarter of fiscal 1998 and 1997 were $14.6 million and $15.4 million,
respectively. Revenues from domestic operations during the second quarter of
fiscal 1998 were impacted by a 11% increase in tonnage volume and a 4% decrease
in average selling prices, when compared to the fiscal 1997 period. Revenues
from international operations were adversely impacted by the sale of the
Company's subsidiary in Mexico during August 1997 (see Note 2).
GROSS PROFIT. Gross profit for the second quarter of fiscal 1998 was $73.4
million, compared to $68.5 million for the same period in fiscal 1997.
Consolidated gross margin for the fiscal 1998 and 1997 periods was 28.3% and
27.7%, respectively. The second quarter of fiscal 1998 included a LIFO charge
of $0.5 million compared to a credit of $0.5 million in the same period of
fiscal 1997. Gross profits from international operations were $3.0 million and
gross margin was 20.5%, compared to $3.1 million and 20.1%, respectively, for
the fiscal 1997 period. Exclusive of international operations and LIFO charges,
the gross margin from domestic operations for the second quarter of fiscal 1998
improved to 29.0% as compared with 28.0% for the same period in fiscal 1997 due
to changes in product mix.
EXPENSES. Total operating expenses for the second quarter of fiscal 1998 were
$56.6 million, compared to $60.5 million for the same period in fiscal 1997. As
a percentage of revenues, these expenses were 21.8% in the fiscal 1998 period
and 24.5% in the fiscal 1997 period.
Warehouse and delivery expenses for the second quarter of fiscal 1998 decreased
to $31.7 million (12.2% of revenues) as compared with $33.2 million (13.4% of
revenues) for the same period in fiscal 1997 as the result of a 4% reduction in
compensation and related expenses.
Selling expenses for the second quarter of fiscal 1998 decreased to $9.6 million
(3.7% of revenues) as compared with $10.4 million (4.2% of revenues) for the
same period in fiscal 1997 as the result of a reduction in compensation and
travel related expenses.
General and administrative expenses for the second quarter of fiscal 1998
decreased to $15.4 million (5.9% of revenues) as compared with $16.9 million
(6.8% of revenues) for the same period in fiscal 1997. The decrease was the
result of lower compensation and travel related expenses, partially offset by
losses on sale of excess facilities and equipment.
Page 7
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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)
RESULTS OF OPERATIONS: THREE MONTHS ENDED SEPTEMBER 29, 1997 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 27, 1996. (continued)
NET INTEREST EXPENSE. Net interest expense was $10.5 million and $9.9 million
for the second quarter in fiscal 1998 and fiscal 1997, respectively. The fiscal
1998 period was impacted primarily 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
Company's average outstanding indebtedness during the second quarter of fiscal
1998 was $301.1 million, compared to $305.5 million for the same period in
fiscal 1997, and the weighted average interest rate on such indebtedness was
9.66% and 9.62%, respectively.
INCOME TAXES. Income tax provisions for the second quarter of fiscal 1998 were
offset by recognition of tax benefits associated with the Company's loss
carryforwards. 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements for debt service and related obligations through
the end of fiscal 1998 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 29, 1997, principal payments required by the Company's currently
outstanding industrial revenue bond and purchase money indebtedness amount to
$0.5 million in fiscal 1998, $1.5 million in fiscal 1999 and 2000, and $14.7
million in the aggregate thereafter through 2010. The Company will not be
required to make any principal payments against the Revolving Credit Facility or
the Senior Notes until 1999 and 2000, 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.
At September 29, 1997, the Company's primary sources of liquidity were available
borrowings of $49.7 million under the Revolving Credit Facility, borrowings of
approximately $11.0 million against certain life insurance policies, and
internally generated funds. Borrowings under the Revolving Credit Facility are
secured by the Company's domestic inventory and accounts receivable, and future
availability under the facility is determined by prevailing levels of the
Company's accounts receivable and inventory. The life insurance policy loans
are secured by the cash surrender value of the policies and are non-recourse to
the Company. The interest rate on the loans is 0.5% greater than the dividend
income rate on the policies. As of September 29, 1997, there was approximately
$17.9 million of cash surrender value in all life insurance policies maintained
by the Company, net of borrowings.
For fiscal 1998, the Company has a planned investment of approximately $10.0
million for capital expenditures. Approximately $7.6 million is for routine
replacement of machinery and equipment and facility improvements, and $2.4
million is for further additions to the Company's information technology
systems. The Company expects to finance such expenditures from internal cash
flow.
The Company's working capital at September 29, 1997 increased $21.2 million to
$201.8 million when compared to $180.6 million at March 31, 1997.
Net cash used in operating activities during the first six months of fiscal 1998
was $9.3 million, compared to $28.1 million during the same period in fiscal
1997. The change in net cash used reflects higher inventory levels during the
fiscal 1998 period, offset by the reduced impact on accounts payable resulting
from discounting supplier invoices, and the continued improvement in the
collection of accounts receivable.
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)
Net cash provided by investing activities was $4.0 million during the first six
months of fiscal 1998, compared to $0.3 million during the same period in fiscal
1997. In fiscal 1998, investing activities were primarily impacted by proceeds
from fixed asset dispositions and the proceeds received from the sale of the
Company's subsidiary in Mexico.
Net cash provided by financing activities was $5.1 million during the first six
months of fiscal 1998 and $21.7 million during the same period in fiscal 1997,
which resulted primarily from net borrowings under the Company's Revolving
Credit Facility.
As of September 29, 1997, the Company believes its sources of liquidity and
capital resources are sufficient to meet all currently anticipated operating
cash requirements, including debt service payments on the revolving loans and
the Senior Notes prior to their respective maturities. However, the Company
anticipates that it will be necessary to replace the Revolving Credit Facility
on or prior to its maturity in September 1999 and to refinance all or a portion
of the Senior Notes on or prior to their maturity in March 2000, although there
can be no assurance on what terms, if any, the Company would be able to obtain
such refinancing.
In October 1997, as required by the terms of the Company's ESOP and Holding's
Stockholders Agreement, the Company redeemed $10.3 million of its capital stock
from retiring employees and other employees leaving the Company. The amount of
capital stock redeemed was higher than usual due to the termination or
retirement of several senior employees with relatively large stock holdings.
The Company expects that such redemptions for fiscal 1999 and beyond will not be
as large under normal circumstances, although the timing of such expenditures is
not within the control of the Company and there can be no assurance in this
regard.
Page 9
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On July 21, 1997, 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.
On October 27, 1997, the Registrant's sole shareholder elected Mr.
Charles K. Ligon to the Board of Directors. Mr. Ligon was elected
pursuant to the rights of the holders of Holding's 13% Cumulative
Preferred Stock to elect one member of the Board of Directors of
Holding and the Registrant.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
Exhibit 10.61 Earle M. Jorgensen Holding Company, Inc. Stock
Option Plan, as amended July 21, 1997.
Exhibit 27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
The Registrant was not required to file a Form 8-K during the
quarter ended September 29, 1997.
Page 10
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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/ Maurice S. Nelson, Jr.
---------------------------------
Date: October 30, 1997 Maurice S. Nelson, Jr.
President, Chief Executive Officer
/s/ Charles P. Gallopo
---------------------------------
Date: October 30, 1997 Charles P. Gallopo
Vice President, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
Page 11
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EXHIBIT A
EARLE M. JORGENSEN HOLDING COMPANY INC. OPTION PLAN
SECTION 1.
PURPOSE
The purpose of the plan is to foster and promote the long-term
financial success of the Company and materially increase shareholder value by
(a) motivating superior performance by means of performance-related incentives,
(b) encouraging and providing for the acquisition of an ownership interest in
the Company by Employees, Consultants and Directors and (c) enabling the Company
to attract and retain the services of an outstanding management team upon whose
judgment, interest, and special effort the successful conduct of its operations
is largely dependent.
SECTION 2.
DEFINITIONS
2.1. DEFINITIONS. Whenever used herein, the following terms shall have the
respective meanings set forth below;
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Adjustment Event" shall mean any stock dividend, stock split or
share combination of, or extraordinary cash dividend on, the Common Stock
or recapitalization, reorganization, merger, consolidation, split-up, spin-
off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below Fair Market Value, or
other similar event affecting Common Stock of the Company.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means (a) the wilful and continuing or repeated failure
of the Employee to substantially perform his duties in good faith (other
than such failure resulting from incapacity due to physical or mental
illness), after a demand for substantial performance issued by the Board of
Directors or its Executive Committee, or by the Chief Executive Officer of
the Company, that specifically identifies the manner in which the Employee
has not substantially performed his duties in good faith, (b) engaging by
the Employee in conduct that is demonstrably and materially and
intentionally injurious to the Company, including, without limitation, the
wrongful disclosure of material secret or confidential information of the
Company
<PAGE>
or any material act of fraud or embezzlement, or (c) the Employee is
indicted for a felony or a crime involving moral turpitude.
(e) "Change of Control" means a transaction or series of transactions
(other than a Public Offering) whereby any "person," including a "group"
(as such terms are used in Sections 13(d) and 14(d)(2) of the Act, but
excluding the Company, any of its Subsidiaries, any employee benefit plan
of the Company or any of its Subsidiaries, Kelso and its affiliates, is or
becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Act),
directly or indirectly, of securities of the Company representing 35% or
more of the combined voting power of the Company's then outstanding
securities;
(f) "Change in Control Price" means the highest price per share of
Common Stock offered in conjunction with any transaction resulting in a
Change in Control (as determined in good faith by the Committee if any part
of the offered price is payable other than in cash).
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means the Executive Committee of the Board (or such
other committee of the Board that the Board shall designate), which shall
consist of at least two or more members who are Non-Employee Directors
within the meaning of Rule 16b-3, as promulgated under the Act and serving
at the pleasure of the Board.
(i) "Consultant" means any person, including an advisor, engaged by
the Company or a Subsidiary to render consulting or advisory services and
who is compensated for such services, provided that the term "Consultant"
shall not include Directors who are paid only a director's fee by the
Company or who are not compensated by the Company for their services as
Directors.
(j) "Common Stock" means the common stock of the Company, par value
$0.01 per share;
(k) "Company" means Earle M. Jorgensen Holding Company, Inc.
(l) "Director" means a member of the Board.
(m) "Disability" means the inability of a Participant to perform his
duties and responsibilities as an officer or employee of the Company or any
of it subsidiaries on a full-time basis for more than six months within any
12-month
-2-
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period because of a physical, mental or emotional incapacity resulting from
injury, sickness or disease.
(n) "Employee" means any officer or other key employee of the Company
or any of its Subsidiaries.
(o) "Fair Market Value" means, if no Public Offering has occurred,
the fair market value of a share of Common Stock as determined in
accordance with the Stockholders' Agreement. Following a Public Offering
the Fair Market Value, on any date, shall mean the average of the highest
and lowest sales price reported for such day on a national exchange or the
average of the highest and lowest bid and asked prices on such date as
reported on a nationally recognized system of price quotation. In the
event that there are no Common Stock transactions reported on such exchange
or system on such date, Fair Market Value shall mean the closing price on
the immediately preceding date on which Common Stock transactions were so
reported.
(p) "Kelso" means Kelso Investment Associates III, L.P., Kelso
Investment Associates IV, L.P. and Kelso Equity Partners II, L.P.
(q) "Option" means the right to purchase Common Stock at a stated
price for a specified period of time. For purposes of the Plan, an option
may be either (i) an "Incentive Stock Option" within the meaning of Section
422 of the Code or (ii) an Option which is not an Incentive Stock Option (a
"Non-Qualified Stock Option").
(r) "Participant" means any Employee, Consultant or Director
designated by the Committee to receive an Incentive Award under the Plan.
(s) "Plan" means this Earle M. Jorgensen Holding Company, Inc. Option
Plan, as set forth herein and as the same may be amended from time to time.
(t) "Public Offering" means the Company's offering Common Stock to
the general public through registration statement filed with the Securities
Exchange commission that covers (together with prior effective
registrations) not less than 35% of the then outstanding shares of Common
Stock on a fully diluted basis.
(u) "Retirement" means termination of a Participant's employment on
or after the date the participant attains age 65 or such earlier date as
the Committee may permit, either as to all Participants or as to any
individual Participant.
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<PAGE>
(v) "Stockholders Agreement" means the Stockholders, Agreement,
amended and restated as of September 14, 1990 among the Company; KIA III -
Earle M. Jorgensen, L.P.; Kelso Investment Associates IV, L.P.; Kelso
Equity Partners II, L.P.; those employees of the Company or any Subsidiary
listed on the Schedule of Management Stockholders; and certain other
persons listed on the Schedule of Other Investors thereto, as currently in
effect and as may be amended from time to time.
(w) "Subsidiary" means any corporation or partnership in which the
Company owns, directly or indirectly, 50% or more of the total combined
voting power of all classes of stock of such corporation or o the capital
interest or profits interest of such partnership.
2.2. GENDER AND NUMBER. Except where otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
SECTION 3.
ELIGIBILITY AND PARTICIPATION
Participants in the Plan shall be those Employees, Consultants or
Directors selected by the Committee to participate in the Plan.
SECTION 4.
ADMINISTRATION
4.1. POWER TO GRANT AND ESTABLISH TERMS OF OPTIONS. The Committee
shall have the authority, subject to the text of the Plan, to determine the
Employees, Consultants or Directors to whom options shall be granted and the
terms and conditions of any and all Options, including but not limited to the
number of shares of Common Stock to be covered by each Option, the time or times
at which Options shall be granted, and the terms and provisions of the
instruments by which options shall be evidenced and to designate Options as
Incentive Stock Options or Non-Qualified Stock Options. The proper officers of
the Company may suggest to the Committee the Participants who should receive
options. The terms and conditions of each Option grant shall be determined by
the Committee at the time of grant, and such terms and conditions shall not be
subsequently changed in a manner which would be adverse to the Participant
without the consent of the Participant to whom such Option has been granted.
The Committee may establish different terms and conditions for different
Participants receiving Options and for the same
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<PAGE>
Participant for each Option such Participant may receive, whether or not granted
at different times. The grant of any Option to any Participant shall neither
entitle such Participant to, nor disqualify him from, the grant of any other
options.
4.2. SUBSTITUTE OPTIONS. The Committee shall have the right, subject
to the consent of Participants to whom options have been granted, to grant in
substitution to outstanding Options, replacement options which may contain terms
more favorable to the Participant than the Options they replace, including,
without limitation, a lower exercise price (subject to Section 6.2), and to
cancel replaced Options.
4.3. ADMINISTRATION. The Committee shall be responsible for the
administration of the Plan. Any Option granted by the Committee may be subject
to such conditions, not inconsistent with the terms of the Plan, as the
Committee shall determine. The Committee, by majority action thereof, is
authorized to prescribe, amend and rescind rules and regulations relating to the
Plan, to provide for conditions deemed necessary or advisable to protect the
interests of the Company to interpret the Plan and to make all other
determinations necessary or advisable for the administration and interpretation
of the Plan to carry out its provisions and purposes. Determinations,
interpretations or other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final, binding and conclusive for all purposes
and upon all persons. The Committee may consult with legal counsel, who may be
counsel to the Company, and shall not incur any liability for any action taken
in good faith in reliance upon the advice of counsel.
SECTION 5.
STOCK SUBJECT TO PLAN
5.1. NUMBER. Subject to the provisions of Section 5.3, the number of
shares of Common Stock subject to options under the Plan may not exceed One
Million Seven Hundred Thousand (1,700,000) shares of Common Stock. The shares
to be delivered under the Plan consist, in whole or in part, of Common Stock
held in treasury or authorized but unissued Common Stock, not reserved for any
other purpose.
5.2. CANCELLED, TERMINATED OR FORFEITED AWARDS. Any shares of Common
Stock subject to an option which for any reason expires, or is cancelled,
terminated or otherwise settled without the issuance of any Common Stock shall
again be available under the Plan.
5.3. ADJUSTMENT IN CAPITALIZATION. The aggregate number of shares of
Common Stock available for grants of Options under Section 5.1 or subject to
outstanding option grants and the
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<PAGE>
respective prices and/or vesting criteria applicable to outstanding options
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Committee, an Adjustment Event; PROVIDED THAT, unless the
Committee otherwise agrees, in no event shall any adjustment be made by reason
of (a) the issuance or exercise of warrants issued in connection with the
incurrence, amendment, extension or refinancing of the Company's Series A
Variable Rate Senior Notes due in the year 2001; or (b) the issuance or exercise
of warrants issued in connection with an amendment, extension or refinancing of
Earle M. Jorgensen Company's Senior Notes due 2000. To the extent deemed
equitable and appropriate by the Committee, subject to any required action by
stockholders, in any merger, consolidation, reorganization, liquidation,
dissolution, or other similar transaction, any Option granted under the Plan
shall pertain to the securities and other property to which a holder of the
number of shares of Common Stock covered by the Option would have been entitled
to receive in connection with such event.
SECTION 6.
STOCK OPTIONS
6.1. GRANT OF OPTIONS. Options may be granted to Participants at
such time or times as shall be determined by the Committee. Options granted
under the Plan may be of two types: (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options, except that no Incentive Stock Option may be
granted to any employee of a Subsidiary which is not a Corporation. The date
of grant of an Option under the Plan will be the date on which the Option is
awarded by the Committee or, if so determined by the Committee, the date on
which occurs any event the occurrence of which is an express condition
precedent to the grant of the Option. The Committee shall determine the
number of Options, if any, to be granted to a Participant. Each Option shall
be evidenced by an Option agreement that shall specify the type of Option
granted, the exercise price, the duration of the Option, the number of shares
of Common Stock to which the Option pertains, and such other terms and
conditions not inconsistent with the Plan as the Committee shall determine.
6.2. OPTION PRICE. Non-Qualified Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price which is not
less than the Fair Market Value on the date the Option is granted.
6.3. EXERCISE OF OPTIONS. Options awarded to a Participant under the
Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions including the performance of a minimum period of
service or the satisfaction of performance goals as the Committee may impose at
time of grant of such Options, subject to the Committee's right
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<PAGE>
to accelerate the exerciseability of such Options in its discretion.
Notwithstanding the foregoing, no Option shall be exercisable for more than 10
years after the date on which it is granted. Except as may be provided in any
provision approved by the Committee pursuant to this Section 6.3, after becoming
exercisable each installment shall remain exercisable until expiration,
termination or cancellation of the Option. An Option may be exercised from time
to time, in whole or in part, up to the total number of shares of Common Stock
with respect to which it is then exercisable.
6.4. PAYMENT. The Committee shall establish procedures governing the
exercise of Options, which shall require that written notice of exercise be
given and that the Option price be paid in full at the time of exercise (i) in
cash or cash equivalents, (ii) in shares of Common Stock which have been owned
by the Participant for at least six months' (or such greater or lesser period as
the Committee shall determine) having a Fair Market Value on the date of
exercise equal to such Option price or in a combination of cash and Common Stock
or (iii) in accordance with such procedures or in such other form as the
Committee shall from time to time determine. As soon as practicable after
receipt of a written exercise notice and payment of the exercise price in
accordance with this Section 6.4, the Company shall deliver to the Participant a
certificate or certificates representing the acquired shares of Common Stock.
6.5. INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to
the contrary, no term of the Plan relating to Incentive Stock options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
Federal income tax treatment afforded under Section 421 of the Code.
6.6. BUYOUT. The Committee may at any time offer to buy out for a
payment in cash any Option previously granted, based on such terms and
conditions as the Committee shall establish and communicate to the optionee
at the time such offer is made.
6.7. SETTLEMENT. At the time a Participant exercises an Option, in
lieu of accepting payment of the exercise price of the option and delivering the
number of shares of Common Stock for which the Option is being exercised, the
Committee may direct that the Company either (i) pay the Participant a cash
amount, or (ii) issue a lesser number of shares of Common Stock, in any such
case, having a Fair Market Value on the date of exercise, equal to the amount,
if any, by which the aggregate Fair Market Value of the shares of Common Stock
as to which the Option is being
-7-
<PAGE>
exercised exceeds the aggregate exercise price for such shares, based on such
terms and conditions as the Committee shall establish. Without limiting the
generality of the foregoing, at any time prior to a Public Offering, the
Committee may provide that any such settlement may take into account the length
of time that has transpired since the date as of which any prior valuation of
the Common Stock was conducted and may determine Fair Market Value in such
circumstances based on the weighted average of the value of the Stock as of more
than one date.
6.8. TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. Unless otherwise
determined by the Committee at the time of grant and specified in the Option
agreement, in the event a Participant's employment with the Company or a
Subsidiary terminates by reason of Retirement, any Options granted to such
Participant which are then exercisable may be exercised at any time prior to the
first anniversary of the Participant's termination of employment or the
expiration of the term of the Options, whichever period is shorter. All Options
granted to the Participant which are not then exercisable shall terminate and be
cancelled immediately upon such termination.
6.9. TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. Unless
otherwise determined by the Committee at the time of grant and specified in the
Option agreement, in the event a Participant's employment with the Company or a
Subsidiary terminates by reason of death or Disability, any Options granted to
such Participant which are then exercisable may be exercised by the Participant
or the Participant's designated beneficiary, and if none is named, in accordance
with Section 9.2, at any time prior to the first anniversary of the
Participant's termination of employment or the expiration date of the term of
the Options, whichever period is shorter. All Options granted to the
Participant which are not then exercisable shall terminate and be cancelled
immediately upon such termination. Notwithstanding anything else contained
herein to the contrary, a Participant's employment may only be terminated due to
Disability if such Participant shall not have returned to the full-time
performance of his duties, responsibilities and obligations within 30 days after
such Participant has received written notice of the intent to terminate his
employment.
6.10. TERMINATION OF EMPLOYMENT FOR CAUSE. Unless otherwise
determined by the Committee at the time of grant and specified in the Option
agreement, in the event a Participant's employment with the Company or a
Subsidiary is terminated for Cause, all Options granted to such Participant
which are then outstanding (whether or not exercisable prior to the date of such
termination) shall be cancelled and forfeited immediately upon such termination.
-8-
<PAGE>
6.11. TERMINATION OF EMPLOYMENT FOR ANY OTHER REASON. Unless
otherwise determined by the Committee at the time of grant and specified in the
Option agreement, in the event the Participant's employment with the Company or
a Subsidiary terminates for any reason other than one described in Section 6.8,
6.9 or 6.10, any Options granted to such Participant which are exercisable at
the date of the Participant's termination of employment shall be exercisable at
any time prior to 60 days following the Participant's termination of employment
or the expiration of the term of such options, whichever period is shorter. All
Options granted to the Participant which are not then exercisable shall
terminate and be cancelled immediately upon such termination.
6.12. COMMITTEE DISCRETION. Notwithstanding anything else contained
in this Section 6 to the contrary, the Committee may permit all or any portion
of any Options to be exercised following a Participant's termination of
employment for any reason on such terms and subject to such conditions as the
Committee shall determine for a period up to and including, but not beyond, the
expiration of the term of such Options.
SECTION 7.
CHANGE IN CONTROL
7.1. ACCELERATED VESTING AND PAYMENT. Unless otherwise determined by
the Committee at the time of grant, in the event of a Change in Control, each
Option shall be cancelled in exchange for a payment in cash of an amount equal
to the excess of the Change in Control Price over the exercise price for such
Option (except as provided in Section 7.2 below).
7.2. ALTERNATIVE AWARDS. Notwithstanding Section 7.1, no
cancellation, cash settlement or other payment shall occur with respect to any
Option if the Committee reasonably determines in good faith prior to the
occurrence of a Change in Control that such Option shall be honored or assumed,
or new rights substituted therefor (such honored, assumed or substituted award
hereinafter called an "Alternative Award), by a Participant's employer (or the
parent or a subsidiary of such employer) immediately following the Change in
Control, provided that any such Alternative Award must:
(i) provide such Participant (or each Participant in a class
of Participants) with rights and entitlements substantially equivalent
to or better than the rights, terms and conditions applicable under
such Option, including, but not limited to, an identical or better
exercise or vesting schedule and identical or better timing and
methods of payment;
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<PAGE>
(ii) have substantially equivalent economic value to such
Option (determined at the time of the Change in Control);
(iii) have terms and conditions which provide that in the event
that the Participant's employment is involuntarily terminated or
constructively terminated any condition on a Participant's rights
under, or restrictions on transfer or exerciseability applicable to,
each such Alternative Award shall be waived or shall lapse, as the
case may be.
For this purpose, a constructive termination shall mean a termination by a
Participant following a material reduction in the Participant's compensation or
a material reduction the Participant's responsibilities, in each case without
the Participant's written consent.
SECTION 8.
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
The Board may at any time terminate or suspend the Plan, and from time
to time may amend or modify the Plan. No action of the Board may, without the
consent of a Participant alter or impair his rights under any previously granted
Option.
SECTION 9.
MISCELLANEOUS PROVISIONS
9.1. NONTRANSFERABILITY OF AWARDS. Unless the Committee shall permit
(on such terms and conditions as it shall establish) an Option to be transferred
to a Permitted Transferee (as such term is defined in Section 1.1 of the
Stockholders Agreement), no Option granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution, All rights with respect
to any Option granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant or, if applicable, a Permitted
Transferee.
9.2. BENEFICIARY DESIGNATION. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when
filed by the Participant in writing with the Committee during his lifetime. In
the absence of any
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<PAGE>
such designation, benefits remaining unpaid or Options outstanding at the
Participant's death shall be paid to or exercised by the Participant's surviving
spouse, if any, or otherwise to or by his estate.
9.3. NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary or affiliate. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to receive any future Option grants.
9.4. TAX WITHHOLDING. (a) The Company shall have the power to
withhold, or require a Participant to remit to the Company promptly upon
notification of the amount due, an amount sufficient to satisfy Federal, state
and local withholding tax requirements with respect to any Option, and the
Company may defer payment of cash or issuance or delivery of Common Stock until
such requirements are satisfied.
(b) To the extent provided by the terms of an Option Agreement, the
person to whom an Option is granted may, at the discretion of the Board, satisfy
any mandatory federal, state or local tax withholding obligation relating to the
exercise or acquisition of stock under an Option by any of the following means
or by a combination of such means: (1) tendering cash payment; (2) authorizing
the Company to withhold shares from the shares of the Common Stock otherwise
issuable to the Participant as a result of the exercise or acquisition of stock
under the Option provided that such arrangement will not result in a charge to
the Company's reported earnings; or (3) delivering to the Company owned and
unencumbered shares of the Common Stock of the Company that have been held for
the period required to avoid a charge to the Company's reported earnings.
9.5. INDEMNIFICATION. Each person who is or shall have been a member
of the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability , or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent
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<PAGE>
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or By-laws, by contract, as a
matter of law, or otherwise.
9.6. NO LIMITATION ON COMPENSATION. Nothing in the Plan stall be
construed to limit the right of the Company to establish other plans or to pay
compensation to its employees in cash or property, in a manner which is not
expressly authorized under the Plan.
9.7. REQUIREMENTS OF LAW. The granting of Options and the issuance
of shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
9.8. GOVERNING LAW. The Plan, and all agreements entered into
pursuant to the Plan, shall be construed in accordance with and governed by the
laws of the state of Delaware.
9.9. NO IMPACT ON BENEFITS. Options granted under the Plan are not
compensation for purposes of calculating an Employee's rights under any
employee benefit plan.
9.10. SECURITIES LAW COMPLIANCE. Instruments evidencing the grant of
Options may contain such other provisions not inconsistent with the Plan, as the
Committee deems advisable, including a requirement that the Participant
represent to the Company in writing, when he receives shares upon exercise of an
Option (or at such other time as the Committee deems appropriate) that he is
acquiring such shares (unless they are then covered by a Securities Act of 1933
registration statement), for his own account for investment only and with no
present intention to transfer, sell or otherwise dispose of such shares except
such disposition by a legal representative as shall be required by will or the
laws of any jurisdiction in winding up the estate of the Participant. Such
shares shall be transferable only if the proposed transfer shall be permissible
pursuant to the Plan and if, in the opinion of counsel satisfactory to the
Company, such transfer at such time will be in compliance with applicable
securities laws.
9.11. TERM OF PLAN. This Plan shall be effective as of January 30,
1997. This Plan shall expire on January 29, 2007 (except as to Incentive Awards
outstanding on that date), unless sooner terminated pursuant to Section 8 of the
Plan.
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AND THE UNAUDITED CONSOLIDATED STATEMENT OF
OPERATIONS AS OF AND FOR THE PERIOD ENDED SEPTEMBER 29, 1997 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-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-29-1997
<CASH> 21,195
<SECURITIES> 0
<RECEIVABLES> 109,432
<ALLOWANCES> 1,258
<INVENTORY> 199,357
<CURRENT-ASSETS> 337,513
<PP&E> 171,689
<DEPRECIATION> 58,140
<TOTAL-ASSETS> 472,441
<CURRENT-LIABILITIES> 132,745
<BONDS> 295,742
0
0
<COMMON> 0
<OTHER-SE> 13,041
<TOTAL-LIABILITY-AND-EQUITY> 472,441
<SALES> 519,434
<TOTAL-REVENUES> 519,434
<CGS> 374,061
<TOTAL-COSTS> 374,061
<OTHER-EXPENSES> 63,946
<LOSS-PROVISION> 612
<INTEREST-EXPENSE> 20,509
<INCOME-PRETAX> 12,297
<INCOME-TAX> 500
<INCOME-CONTINUING> 11,797
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,797
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</TABLE>
