FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from.............to.....................
Commission file number 1-225
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 39-0394230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 619100
DALLAS, TEXAS
75261-9100
(Address of principal executive offices)
(Zip Code)
(214) 281-1200
(Registrant's telephone number, including area code)
NO CHANGE
(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 .
AS OF MAY 6, 1996, 281,198,574 SHARES OF THE CORPORATION'S COMMON STOCK WERE
OUTSTANDING.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED INCOME STATEMENT
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
Three Months
Ended March 31
(Millions of dollars except per share amounts) 1996 1995
- ------------------------------------------------------------------------
NET SALES..................................... $3,288.8 $3,255.3
Cost of products sold ........................ 2,034.0 2,120.2
-------- --------
GROSS PROFIT.................................. 1,254.8 1,135.1
Advertising, promotion and selling expenses... 586.8 578.8
Research expense.............................. 45.6 49.4
General expense............................... 129.1 138.0
-------- --------
OPERATING PROFIT.............................. 493.3 368.9
Interest expense.............................. (51.6) (61.2)
Other income (expense), net................... 6.8 15.3
-------- --------
INCOME BEFORE INCOME TAXES.................... 448.5 323.0
Provision for income taxes.................... 156.9 116.7
-------- --------
INCOME BEFORE EQUITY INTERESTS................ 291.6 206.3
Share of net income of equity companies....... 34.9 2.3
Minority owners' share of subsidiaries'
net income ............................... (11.7) (9.0)
-------- --------
NET INCOME .................................. $ 314.8 $ 199.6
======== ========
PER SHARE BASIS:
Net Income ........................... $ 1.11 $ .71
======== ========
Cash Dividends Declared............... $ .46 $ .45
======== ========
Unaudited
See Notes to Financial Statements.
CONSOLIDATED BALANCE SHEET
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
March 31, December 31,
(Millions of dollars) 1996 1995
- ------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ............ $ 180.5 $ 221.6
Accounts receivable .................. 1,618.5 1,678.0
Inventories .......................... 1,458.9 1,426.1
Other current assets ................. 458.5 488.1
-------- ---------
TOTAL CURRENT ASSETS ............... 3,716.4 3,813.8
-------- ---------
PROPERTY ................................ 10,904.5 10,919.9
Less accumulated depreciation ........ 4,712.0 4,866.6
-------- ---------
NET PROPERTY ....................... 6,192.5 6,053.3
-------- ---------
INVESTMENTS IN EQUITY COMPANIES ......... 456.8 413.4
ASSETS HELD FOR SALE .................... 330.2 330.2
GOODWILL, DEFERRED CHARGES AND
AND OTHER ASSETS ...................... 793.8 828.5
-------- ---------
$11,489.7 $11,439.2
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Debt payable within one year ......... $ 712.1 $ 817.8
Accounts payable ..................... 958.4 1,103.6
Accrued expenses ...................... 1,448.0 1,555.3
Other current liabilities ............ 473.1 392.9
-------- ---------
TOTAL CURRENT LIABILITIES .......... 3,591.6 3,869.6
LONG-TERM DEBT .......................... 1,983.1 1,984.7
NONCURRENT EMPLOYEE BENEFIT
AND OTHER OBLIGATIONS ................ 968.7 974.9
DEFERRED INCOME TAXES ................... 745.1 723.1
MINORITY OWNERS' INTERESTS IN SUBSIDIARIES 242.8 236.5
STOCKHOLDERS' EQUITY .................... 3,958.4 3,650.4
-------- ---------
$11,489.7 $11,439.2
======== =========
Unaudited
See Notes to Financial Statements.
CONSOLIDATED CASH FLOW STATEMENT
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
Three Months
Ended March 31
-------------------
(Millions of dollars) 1996 1995
- ------------------------------------------------------------------------
OPERATIONS
Net Income .................................... $ 314.8 $ 199.6
Depreciation .................................. 139.0 141.2
Changes in operating working capital .......... (323.9) (393.4)
Pension funding in excess of expense .......... (8.7) (67.0)
Other .......................................... 34.4 42.7
-------- -------
CASH PROVIDED BY (USED FOR) OPERATIONS ... 155.6 (76.9)
-------- -------
INVESTING
Capital spending .............................. (146.9) (167.7)
Acquisition of businesses, net of cash acquired - (44.7)
Disposals of property and businesses .......... 10.1 54.9
Other ......................................... (10.3) (16.2)
-------- -------
CASH USED FOR INVESTING .................. (147.1) (173.7)
-------- -------
FINANCING
Cash dividends paid ........................... (72.2) (85.8)
Changes in debt payable within one year ....... (75.3) 96.9
Increases in long-term debt ................... 34.4 41.1
Decreases in long-term debt ................... (66.1) (708.0)
Proceeds from exercise of stock options ....... 118.7 44.7
Acquisition of common stock for the treasury .. (1.2) (61.2)
Other ......................................... 12.1 (12.8)
-------- -------
CASH USED FOR FINANCING .................. (49.6) (685.1)
-------- -------
DECREASE IN CASH AND CASH EQUIVALENTS ............ $ (41.1) $(935.7)
======== =======
Unaudited
See Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
1. On December 12, 1995, Kimberly-Clark Corporation (the `Corporation'')
merged with Scott Paper Company (`Scott'') in a transaction that was
accounted for as a pooling of interests for financial reporting purposes.
As a result, prior period financial information has been restated to
give effect to this merger except for cash dividends declared per share,
which represents the historical dividends declared by the Corporation.
2. The unaudited consolidated financial statements of the Corporation have
been prepared on the same basis as those in the 1995 Annual Report to
Stockholders and include all adjustments necessary to present fairly the
condensed consolidated balance sheet and consolidated income and
condensed cash flow statements for the periods indicated.
3. Share of net income of equity companies and net income for the first
quarter of 1996 include a gain of $2.0 million, or $.01 per share, for
the translation of U.S. dollar denominated liabilities into pesos
resulting from the fluctuation of the Mexican peso. During the first
quarter of 1995, the translation of the Mexican peso resulted in a loss
of $26.8 million, or $.10 per share.
4. The average number of common shares outstanding used in the calculation
of net income per share for the three months ended March 31, 1996 and
1995, was 282.6 million and 279.5 million, respectively. There were
283.1 million shares outstanding at March 31, 1996.
5. The following schedule details inventories by major class as of March 31,
1996 and December 31, 1995:
March 31, December 31,
(Millions of dollars) 1996 1995
------------------------------------------------------------------
At lower of cost on the First-In,
First-Out (FIFO) method or market:
Raw materials ................... $ 375.8 $ 373.7
Work in process ................. 270.3 281.0
Finished goods .................. 855.2 785.2
Supplies and other .............. 227.9 251.1
------- -------
1,729.2 1,691.0
Excess of FIFO cost over Last-In,
First-Out (LIFO) cost ............ (270.3) (264.9)
------- -------
Total ........................... $1,458.9 $1,426.1
======== ========
Unaudited
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management believes that the following commentary and tables appropriately
discuss and analyze the comparative results of operations and the financial
condition of the Corporation for the periods covered.
1995 BUSINESS COMBINATION
On December 12, 1995, Kimberly-Clark merged with Scott in a transaction that
was accounted for as a pooling of interests for financial reporting
purposes. The Corporation's consolidated financial statements were restated
to include the results of operations, cash flows and financial positions of
Scott. Likewise, the financial data presented in this Management's
Discussion and Analysis include Scott data for all periods presented.
In conjunction with the Scott merger and the application of pooling of
interests accounting, management redefined its consolidated operations into
the following three business segments to appropriately reflect the
businesses in which the Corporation now operates.
. Personal Care Products include infant, child, feminine and incontinence
care products; wet wipes; health care products; and related products.
. Tissue-Based Products include tissue and wipers for household and away-
from-home use; pulp; and related products.
. Newsprint, Paper and Other includes newsprint, printing papers, premium
business and correspondence papers, specialty papers, technical papers,
and related products; and other products and services.
Business segment data for all periods presented have been restated to this
revised presentation.
RESULTS OF OPERATIONS:
FIRST QUARTER OF 1996 COMPARED WITH FIRST QUARTER OF 1995
By Business Segment
($ Millions)
% Change % of 1996
NET SALES 1996 vs. 1995 Consolidated
- ----------------------------------------------------------
Personal Care Products. $1,142.9 +13.3% 34.8%
Tissue-Based Products.. 1,903.4 + 1.7 57.9
Newsprint, Paper and Other 258.0 -34.2 7.8
Adjustments............ (15.5) (.5)
-------- -----
Consolidated........... $3,288.8 + 1.0% 100.0%
======== =====
% Change % of 1996 % Return on Sales
-----------------
OPERATING PROFIT 1996 vs. 1995 Consolidated 1996 1995
- ------------------------------------------------------------------------
Personal Care Products $181.5 +48.8% 36.9% 15.9% 12.1%
Tissue-Based Products . 269.4 +33.1 54.6 14.2 10.8
Newsprint, Paper and Other 54.0 - 8.6 10.9 20.9 15.1
Adjustments............ (11.6) (2.4)
------ -----
Consolidated........... $493.3 +33.7% 100.0% 15.0% 11.3%
====== =====
Commentary:
Higher selling prices increased 1996 net sales by 6.8 percent, but 1995 net
sales for businesses which were subsequently divested, principally
Schweitzer-Mauduit International, Inc. and Midwest Express Airlines, Inc.
(`MEA''), had an unfavorable effect on the sales comparison. Excluding the
sales of these businesses, which totaled $202.2 million in the first quarter
of 1995, the increase in net sales was 7.7 percent.
. Selling prices increased in many North American businesses, most
importantly for consumer and away-from-home tissue products and
newsprint.
. Selling prices improved in Europe for consumer and away-from-home tissue
products, and in the Asia/Pacific region for various consumer products.
. On a worldwide basis, sales volumes of personal care products increased
approximately 10 percent, but sales volumes declined for tissue-based
consumer products in North America and Europe due to excess trade
inventories and for pulp and newsprint.
. In North America, sales volumes increased for Huggies disposable
diapers, training and youth pants, wet wipes, professional health care
products, technical papers, and Depend and Poise incontinence care
products.
. In Europe, sales volumes were higher for disposable diapers as a result
of market share gains in the United Kingdom, France and Belgium.
. Changes in currency exchange rates had no significant effect on
consolidated net sales in the first quarter of 1996.
Gross profit increased 10.5 percent in absolute terms, and as a percentage of
sales, primarily as a result of the higher selling prices.
. Cost reductions and manufacturing efficiencies were achieved in North
America, primarily in the disposable diaper, facial tissue and training
and youth pants businesses.
. Start-up costs declined in North America, primarily in the disposable
diaper and training and youth pants businesses.
. Pulp costs were higher, primarily in Europe.
The increase in operating profit of 33.7 percent was greater than the
percentage increase in gross profit primarily because marketing costs
remained constant as a percentage of sales and research and general expenses
declined, thereby permitting all of the improvement in gross margin to be
realized in operating profit.
. Excluding the 1995 operating profit of the previously mentioned divested
businesses, the increase in 1996 operating profit was 41.1 percent.
. Operating results improved in virtually all North American businesses.
. Promotion costs declined in North America, primarily for disposable
diapers, training and youth pants where higher costs were incurred in
1995 to match a competitor's price and count reductions, and for
feminine care products and consumer bathroom tissue and towels due to
competitive factors.
. Product introduction costs and promotional expenses were higher in
Europe to support the expansion of diapers and in response to
competitive activity.
. Research and general expenses were lower primarily due to the cost
savings from the Scott merger.
. Changes in currency exchange rates had no significant effect on
consolidated operating profit in the first quarter of 1996.
By Geography
($ Millions)
% Change % or 1996
NET SALES 1996 vs. 1995 Consolidated
- ---------------------------------------------------------
North America............ $2,298.3 - 2.8% 69.9%
Outside North America.... 1,063.7 +11.3 32.3
Adjustments.............. (73.2) (2.2)
-------- -----
Consolidated............. $3,288.8 + 1.0% 100.0%
======== =====
% Change % of 1996 % Return on Sales
-----------------
OPERATING PROFIT 1996 vs. 1995 Consolidated 1996 1995
- ----------------------------------------------------------------------------
North America............ $437.1 +38.5% 88.7% 19.0% 13.3%
Outside North America.... 67.8 - .1 13.7 6.4 7.1
Adjustments.............. (11.6) (2.4)
------ -----
Consolidated............. $493.3 +33.7% 100.0% 15.0% 11.3%
====== =====
Commentary:
. Excluding the 1995 European operating profit of the previously
mentioned divested businesses, operating profit outside North America
improved 16.5 percent.
. Operating profit for European tissue-based businesses increased
significantly due to the higher selling prices.
. Operating results for the disposable diaper business in Europe
declined due to higher costs to introduce an improved diaper and lower
selling prices in France and the United Kingdom.
Additional Income Statement Commentary:
. The decline in interest expense was primarily the result of lower
average debt levels.
. The effective income tax rate declined to 35.0 percent from 36.1
percent in the prior year and is expected to approximate 35.0 percent
for the full year of 1996.
. The Corporation's share of net income of equity companies was
positively affected by the relative improvement in the value of the
Mexican peso. During the first quarter of 1996, the peso gained
approximately 2 percent of its value versus the U.S. dollar, whereas
it lost approximately 25 percent of its value in the first quarter of
1995. The Corporation's Mexican affiliate, Kimberly-Clark de Mexico,
S..A. de C.V. (`KCM''), has financed part of its operations with U.S.
dollar-denominated liabilities, and the remeasurement of these
liabilities by the affiliate resulted in an after-tax gain in 1996, of
which Kimberly-Clark's share was $2.0 million, compared with an after-
tax loss in 1995, of which Kimberly-Clark's share was $26.8 million.
These factors resulted in a year-to-year improvement in the
Corporation's share of net income from equity companies of $28.8
million and in net income per share of $.11.
LIQUIDITY AND CAPITAL RESOURCES
. Cash provided from operations increased $232.5 million primarily as a
result of the increase in net income, the timing of pension funding and
income tax payments, and a decline in the growth of accounts receivable.
Partially offsetting these sources of cash from operations were a
decline in dividends received from equity companies, an increase in
inventories primarily for tissue-based consumer products in North
America, and a decrease in accrued liabilities, attributable, in part,
to the 1995 restructuring and other unusual accruals as explained more
fully below.
. In the fourth quarter of 1995, the Corporation recorded a one-time
pretax charge of $1,440.0 million for the estimated costs of the merger
with Scott, for restructuring the combined operations, and for other
unusual charges ( the ``1995 one-time charge''). The 1995 one-time
charge included:
. The write-down of certain mills and facilities in the U.S. and Europe
that will be disposed of to eliminate excess capacity, improve
manufacturing efficiencies in the combined company and to comply with
consent decrees of the U.S. Department of Justice and the European
Commission.
. Employee severance and other employee-related costs.
. The costs of terminating leases, contracts and other long-term
agreements.
. Impaired asset charges for certain mills or operations the future cash
flows of which are estimated to be insufficient to recover their
carrying amounts.
. Fees for investment bankers, outside legal counsel and independent
auditors and other costs of the merger.
. Other asset write-downs related to the merger.
. During the first quarter of 1996, $88.3 million of employee severance
and other employee-related costs; fees for investment bankers, lawyers
and accountants; and lease and contract termination costs were charged
to the restructuring and other unusual charge accruals.
. The mills and facilities targeted for disposal have not yet been sold,
but substantially all are expected to be divested by the end of 1996.
. On March 28, 1996, KCM acquired the publicly held shares of K-C's other
Mexican affiliate, Compania Industrial de San Cristobal, S.A., by
issuance of its common stock and the two affiliates merged. The
transaction had no effect on the first quarter results.
. On April 18, 1996, the Corporation announced that it would sell its 50.1
percent interest in Scott Paper Limited, a publicly traded Canadian
company, (``SPL''). The Corporation acquired its interest in SPL when it
merged with Scott. The sale is expected to result in a gain which will
be recorded when realized.
. On April 18, 1996, the Corporation's Board of Directors approved the
sale of Kimberly-Clark's remaining interest in Midwest Express Holdings,
Inc., the parent company of MEA, which consists of approximately 1.3
million shares of common stock, through a secondary public offering. The
sale is expected to result in a gain which will be recorded when
realized.
ENVIRONMENTAL MATTERS
The Corporation has been named as a potentially responsible party at a
number of waste disposal sites, none of which, individually or in the
aggregate, in management's opinion, is likely to have a material adverse
effect on its business or results of operations.
OUTLOOK
The Corporation expects to realize savings attributable to the Scott merger
of at least $250 million this year, increasing to $500 million in 1998.
However, the steep decline in the pulp market this year and the consequent
effect on tissue and paper prices around the world make 1996 more difficult
to forecast. Although the Corporation's costs benefit from lower pulp
prices because it is a net purchaser of pulp, selling prices for certain
products have been adversely affected.
On April 9, 1996, the Corporation announced price reductions equivalent to
$120 million in revenue in 1996 for its U.S. consumer tissue products in
response to similar reductions by a major competitor. In addition, the
Corporation has seen softening of tissue prices in Europe and Asia and
discounting in the fine paper and newsprint industries.
All of these factors lead management to believe it is likely that prices
will continue to decline for fine paper and newsprint and for tissue
products outside the U.S., offsetting savings achieved in purchased pulp.
Last December, management stated that the then-consensus 1996 earnings
estimate of $4.94 per share was a realistic number given what the
Corporation knew at that time. With all of the changes that have taken
place since, management now believes it is unlikely that the Corporation
will achieve the previous estimate.
At the same time, however, the Corporation is managing its businesses to
mitigate the significant impact of lower selling prices and is implementing
other actions to improve shareholder value. Management believes the
Corporation will generate approximately $500 million of free cash flow
after capital spending and dividends in 1996. This represents an increase
of $100 million - $200 million over its earlier estimates, as proceeds from
the sale of businesses this year are expected to result in significant
gains. The Corporation has recently purchased almost 1.3 million shares,
and on April 18, 1996, the Corporation's Board of Directors authorized the
repurchase of an additional 6.5 million shares.
For 1996, the Corporation expects its effective tax rate to approximate
35.0 percent.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain information contained in this report is forward-looking and is
based on various assumptions. Such information includes, without
limitation, discussions with respect to expected selling prices of pulp and
the Corporation's expected selling prices for tissue-based products, fine
papers and newsprint; expected savings attributable to the Scott merger;
expected free cash flow and the estimated effective income tax rate in
1996; status of the restructuring and other unusual accruals at March 31,
1996; and expectations with respect to mills and facilities targeted for
disposal. These forward-looking statements are made based on management's
current expectations and beliefs concerning future events impacting the
Corporation. There can be no assurance that such events will occur or that
their effects on the Corporation will be as currently expected.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1996 Annual Meeting of Stockholders was convened at 11:00 a.m. on
Thursday, April 18, 1996, at the Corporation's Roswell Operations
Headquarters, 1400 Holcomb Bridge Road, Roswell, Georgia. Represented at
the meeting in person or by proxy were 252,519,326 shares of common stock
or 89.3% of all shares of common stock outstanding.
The following directors were elected to three-year terms expiring in 1999:
John F. Bergstrom, Paul J. Collins, Robert W. Decherd and Frank A.
McPherson. Of the shares represented at the meeting, at least 97% voted
for each nominee, and 2.7% withheld authority to vote.
The Corporation's other directors are Pastora San Juan Cafferty, William O.
Fifield, Claudio X. Gonzalez, Louis E. Levy, Linda Johnson Rice, Wayne R.
Sanders, Wolfgang R. Schmitt and Randall L. Tobias.
In addition to the election of directors, the stockholders approved the
selection of Deloitte & Touche LLP as the independent auditors for the
Corporation. Of the shares represented at the meeting, 99.5% voted for
such selection, .2% voted against and .3% abstained or did not vote.
The stockholders also approved the Corporation's Outside Directors' Stock
Compensation Plan. Of the shares represented at the meeting, 92.5% voted
for the adoption of such plan, 6.2% voted against and 1.3% abstained or did
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(4) Copies of instruments defining the rights of holders of long-term debt
will be furnished to the Securities and Exchange Commission upon
request.
(11) The following statement is filed as an exhibit to Part I of this Form
10-Q:
The net income per common share computations included in the
Consolidated Income Statement in Part 1, Item I, of this Form 10-Q are
based on average number of shares of common stock outstanding. The
only "common stock equivalents" or other potentially dilutive securit-
ies or agreements (as defined in Accounting Principles Board Opinion
No. 15) which were contained in the Corporation's capital structure
during the periods presented were options outstanding under the
Corporation's Equity Participation Plans.
Alternative computations of "primary" and "fully diluted" net income
per share amounts for 1996 and 1995 assume the exercise of outstanding
stock options using the "treasury stock method." There is no
significant difference between net income per share presented in Item
1 and net income per share calculated on a "primary" and "fully
diluted" basis for the first quarter of 1996 and 1995.
12) The following computation is filed as an exhibit to Part I of this
Form 10-Q:
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN MILLIONS)
Three Months Ended March 31
---------------------------
1996 1995
- ------------------------------------------------------------------------------
Consolidated Companies
Income before income taxes .................. $448.5 $323.0
Interest expense ............................. 51.6 61.2
Interest factor in rent expense............... 8.1 8.6
Amortization of capitalized interest.......... 2.2 2.3
Equity Affiliates
Share of 50%-owned:
Income before income taxes ................. 9.6 12.2
Interest expense............................ 2.2 2.0
Interest factor in rent expense............. 0.2 0.1
Amortization of capitalized interest........ 0.2 0.2
Distributed income of less than 50%-owned .... - 0.2
------ ------
Earnings ....................................... $522.6 $409.8
====== ======
Consolidated Companies
Interest expense ............................. $ 51.6 $ 61.2
Capitalized interest ......................... 2.2 4.3
Interest factor in rent expense .............. 8.1 8.6
Equity Affiliates
Share of 50%-owned:
Interest expense and capitalized interest... 2.2 2.2
Interest factor in rent expense ............ 0.2 0.1
------ ------
Fixed charges .................................. $ 64.3 $ 76.4
====== ======
Ratio of earnings to fixed charges ....... 8.13 5.36
====== ======
(27) The Financial Data Schedule required by Item 601(b)(27) of Regulation S-K
has been included with the electronic filing of this Form 10-Q.
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.
KIMBERLY-CLARK CORPORATION
(Registrant)
By:/s/ John W. Donehower
-----------------------------
John W. Donehower
Senior Vice President and
Chief Financial Officer
(principal financial officer)
By:/s/ Randy J. Vest
-----------------------------
Randy J. Vest
Vice President and Controller
(principal accounting officer)
May 10, 1996
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
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0
0
<COMMON> 0<F1>
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<TOTAL-LIABILITY-AND-EQUITY> 11489700
<SALES> 3288800
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<F1>Items not disclosed since they are not required for intermim reporting under
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