SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 1995
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 33-64450
AMERICAN STANDARD INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3465896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Centennial Avenue, P.O. Box 6820, Piscataway, NJ 08855-6820
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 980-6000
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.
X Yes No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common stock, $.01 par value, outstanding at
April 30, 1995 1,000
(shares)
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
The following consolidated summary statement of operations of American
Standard Inc. (the "Company") and subsidiaries for the three months ended March
31, 1995 and 1994 has not been audited, but management believes that all
adjustments, consisting of normal recurring items, necessary to a fair statement
for those periods have been included. Results for the first three months of 1995
are not necessarily indicative of results for the entire year.
<TABLE>
AMERICAN STANDARD INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF OPERATIONS
<CAPTION>
(Dollars in millions)
Three months ended
March 31,
1995 1994
<S> <C> <C>
SALES $1,223.2 $989.6
--------- -------
COST AND EXPENSES
Cost of sales 909.1 746.3
Selling and administrative expenses 200.6 169.6
Other expense 10.7 6.2
Interest expense 57.4 64.1
1,177.8 986.2
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM 45.4 3.4
Income taxes 18.9 16.7
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM 26.5 (13.3)
Extraordinary loss on retirement of debt 30.1 -
NET LOSS $ (3.6) $ (13.3)
=========== ========
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
Item 1. Financial Statements (continued)
<TABLE>
AMERICAN STANDARD INC. AND SUBSIDIARIES
UNAUDITED SUMMARY BALANCE SHEET
(Dollars in millions).
<CAPTION>
March 31, December 31,
1995 1994
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $62.4 $92.7
Accounts receivable 706.2 595.2
Inventories
Finished products 213.2 160.2
Products in process 98.2 82.5
Raw materials 92.6 80.5
404.0 323.2
Other current assets 63.1 53.4
TOTAL CURRENT ASSETS 1,235.7 1,064.5
FACILITIES, less accumulated depreciation;
March 1995 - $486.6; Dec. 1994 - $430.2 826.7 812.7
GOODWILL 1,102.7 1,053.0
OTHER ASSETS 203.4 225.9
--------- ---------
TOTAL ASSETS 3,368.5 3,156.1
======== ========
CURRENT LIABILITIES
Loans payable to banks 315.0 70.3
Current maturities of long-term debt 64.7 141.6
Accounts payable 358.1 350.5
Accrued payrolls 152.7 140.3
Other accrued liabilities 423.1 366.0
--------- ---------
TOTAL CURRENT LIABILITIES 1,313.6 1,068.7
LONG-TERM DEBT 1,780.2 2,152.3
RESERVE FOR POSTRETIREMENT BENEFITS 485.7 437.7
OTHER LIABILITIES 306.7 273.6
TOTAL LIABILITIES 3,886.2 3,932.3
STOCKHOLDERS' DEFICIT
Preferred stock, Series A, 1,000 shares issued
and outstanding, par value $.01 - -
Common stock, 1,000 shares issued and
outstanding, $.01 par value. - -
Capital surplus 499.6 214.6
Accumulated deficit (840.0) (836.4)
Foreign currency translation (174.6) (151.7)
Minimum pension liability adjustment (2.7) (2.7)
----------- -----------
TOTAL STOCKHOLDER'S DEFICIT (517.7) (776.2)
---------- ----------
$3,368.5 $3,156.1
======== ========
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
Item 1. Financial Statements (continued)
<TABLE>
AMERICAN STANDARD INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
(Dollars in millions)
<CAPTION>
Three months ended
March 31,
1995 1994
<S> <C> <C>
Cash provided (used):
Operating activities:
Income (loss) before extraordinary item $ 26.5 $(13.3)
Depreciation 27.1 27.1
Amortization of goodwill 8.2 7.6
Non-cash interest 14.2 12.7
Accrued interest 16.7 32.3
Amortization of debt issuance costs 2.1 3.7
Non-cash stock compensation 6.8 6.0
Changes in assets and liabilities (77.0) (72.2)
--------- -----
Net cash provided by operating activities 24.6 3.9
Investing activities:
Purchase of property, plant and equipment (19.4) (10.5)
Investments in affiliated companies (5.3) (7.6)
Other 6.2 2.5
Net cash used by investing activities (18.5) (15.6)
-------- -----
Financing activities:
Capital contribution from parent 269.0 -
Loan from parent 4.8 -
Proceeds from issuance of long-term debt 450.2 2.8
Repayments of long-term debt (953.3) (50.8)
Net change in revolving credit facility 222.9 62.4
Net change in other short-term debt (14.0) 3.7
Purchases of parent company common stock (2.7) (2.7)
Other financing costs (13.3) -
-------- ----------
Net cash (used) provided by financing activities (36.4) 15.4
-------- -------
Effect of exchange rate changes on cash and
cash equivalents - .4
----------- ---------
Net (decrease) increase in cash and cash equivalents (30.3) 4.1
Cash and cash equivalents at beginning of period 92.7 53.2
-------- --------
Cash and cash equivalents at end of period $ 62.4 $ 57.3
======= ======
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
AMERICAN STANDARD INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Note 1.
Note 1. The 1995 Refinancing
As described in Notes 2 and 10 of Notes to Consolidated Financial
Statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, the Company completed a major refinancing (the "1995
Refinancing") in the first quarter of 1995, including an amendment to the
Company's 1993 credit agreement which provided an additional term loan (the
"October Borrowing"), the initial public offering of common stock (the
"Offering") by American Standard Companies Inc. (the parent of American Standard
Inc.) and an amended and restated credit agreement (the "1995 Credit
Agreement"). See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources."
Note 2. Tax Matters
As described in Note 7 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, there
are pending German tax issues for the years 1984 through 1990. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources.
<PAGE>
Overview
Operating results improved significantly in the first quarter of 1995
compared with the first quarter of 1994, due principally to volume increases in
each of the Company's three business segments. As a result of the Company's
leveraged buyout in 1988, the results of operations include the effects of
purchase accounting and reflect a highly leveraged capital structure.
<TABLE>
SUMMARY SEGMENT AND INCOME DATA
(Dollars in millions)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
SALES:
Air Conditioning Products $ 643 $520
Plumbing Products 323 296
Automotive Products 257 174
-------- -----
Total sales $1,223 $990
====== ====
OPERATING INCOME:
Air Conditioning Products $ 42 $ 32
Plumbing Products 41 38
Automotive Products 43 18
-------- ------
Total operating income 126 88
Interest expense(a) (57) (64)
Corporate items (24) (21)
-------- -------
Income before income taxes and
extraordinary item 45 3
Income taxes 19 16
-------- ------
Income (loss) before extraordinary item $ 26 $ (13)
======== =======
<FN>
(a) Had the initial public offering of the Company's common stock and
related debt refinancing occurred on January 1, 1995, interest expense for the
first quarter of 1995 would have been reduced by $4 million.
</FN>
</TABLE>
<PAGE>
Results of Operations for the First Quarter of 1995 Compared with the First
Quarter of 1994
Operating Review
Consolidated sales for the first quarter of 1995 were $1,223 million, an
increase of $233 million, or 24% (20% excluding the favorable effects of foreign
exchange), from $990 million in the first quarter of 1994. Sales increased for
all three segments with gains of 24% for Air Conditioning Products, 9% for
Plumbing Products and 48% for Automotive Products.
Consolidated operating income for the first quarter of 1995 was $126
million, an increase of $38 million, or 43% (35% excluding the favorable effects
of foreign exchange), from $88 million in the first quarter of 1994. Operating
income improved for all three segments -- increasing 31% for Air Conditioning
Products, 8% for Plumbing Products and more than doubling for Automotive
Products.
Sales of Air Conditioning Products increased 24% (with little effect from
foreign exchange) to $643 million for the first quarter of 1995 from $520
million for the comparable quarter of 1994, as a result of strong gains in U.S.
and international sales of applied and unitary commercial systems. Markets in
the U.S. continued the improvement trend of 1994 in both the commercial
new-construction and the commercial and residential replacement markets. Sales
of commercial products in the U.S. increased 23% because of improved markets,
CFC-related chiller replacement, gains in market share and a shift to newer,
larger-capacity, higher-efficiency products. Residential sales were up 6% due to
increased preseason purchases by distributors and favorable product shifts (to
heat pumps from cooling units and to outdoor from indoor equipment).
International sales of Air Conditioning Products for the first quarter of 1995
increased principally because of volume increases in the Far East and Latin
America.
Operating income of Air Conditioning Products increased 31% (with little
effect from foreign exchange) to $42 million in the first quarter of 1995 from
$32 million in the 1994 quarter, primarily reflecting expanded commercial
product sales in the United States. Operating income for residential products
declined slightly primarily because of lower prices due to competitive pressures
and distributor concessions.
Sales of Plumbing Products increased 9% (7% excluding the favorable effects
of foreign exchange) to $323 million in the first quarter of 1995 from $296
million in the first quarter of 1994. The exchange-adjusted improvement resulted
from sales increases of 4% for international operations and 14% for U.S.
operations. The sales increase for the international operations resulted
primarily from price gains in Italy, Germany and Brazil. Sales increases also
occurred in Mexico, the Philippines, Thailand and Korea. These increases were
partly offset by the effect of the deconsolidation of operations in the People's
Republic of China ("PRC") which in April 1994 were contributed to the new joint
venture operating in that country. Sales in the U.S. increased as a result of
higher volumes in both wholesale and retail market channels and an expanded
retail customer base, offset partly by an unfavorable shift in sales mix to
lower-priced products.
Operating income of Plumbing Products for the first quarter of 1995 was $41
million compared with $38 million for the 1994 period, but was flat excluding
the positive effects of foreign exchange. Despite higher sales,
exchange-adjusted operating income was at the same level as in the year-earlier
<PAGE>
quarter for both international and U.S. operations. Because Italian and U.K.
operations purchase products from Germany, the strength of the Deutschemark
against Italian and U.K. currencies resulted in Italian and U.K. product cost
increases not being fully recovered through pricing; these effects offset the
benefits of sales increases. In the U.S., the positive effect of higher volumes
was offset by the effect of an unfavorable product mix and the inability to
fully recover material and labor cost increases due to competitive pressures.
Sales of Automotive Products for the first quarter of 1995 were $257
million, an increase of 48% (31% excluding the favorable effects of foreign
exchange) from $174 million in the first quarter of 1994. Unit volume of truck
and bus production in western Europe improved 29% and aftermarket sales grew
approximately 15%. The exchange-adjusted sales increase was the result of higher
volumes, led by Germany and France reflecting the increased commercial vehicle
production in western Europe, and the U.K. as a result of the growing utility
vehicle business in that country. Sales also increased in all other major
markets in which the Company has operations.
Operating income for Automotive Products more than doubled to $43 million
in the 1995 quarter, compared with $18 million in the comparable 1994 period (an
increase of 139%, or 108% excluding the favorable effects of foreign exchange).
This significant increase was primarily attributable to the substantially higher
sales volume in improved markets in nearly all European countries and Brazil,
higher margins due to increasing benefits of Demand Flow Technology, a reduced
salaried workforce and other cost reductions .
Financial Review
Interest expense decreased $7 million in the first quarter of 1995 compared
to the year-earlier quarter primarily as a result of lower overall interest
rates on debt outstanding under the 1995 Credit Agreement, together with reduced
debt balances due to application of the net proceeds from the Offering (see
"Liquidity and Capital Resources"). Corporate costs increased moderately
primarily because of higher accretion expense related to postretirement
benefits.
The income tax provisions for the first quarters of 1995 and 1994 were $19
million and $16 million, respectively, on income before income taxes and
extraordinary item of $45 million and $3 million for 1995 and 1994,
respectively. These provisions reflected the taxes payable on profitable foreign
operations, offset partly in 1995 by tax benefits from U.S. and certain foreign
net operating losses. The unusual relationship between the pre-tax results and
the tax provision for the first quarter of 1994 (and to a lesser extent the 1995
quarter) is explained by tax rate differences and withholding taxes on foreign
earnings as well as by the nondeductibility for tax purposes of the amortization
of goodwill and other purchase accounting adjustments, and in 1994, the share
allocations made by the Company's Employee Stock Ownership Plan ("ESOP").
Through 1994 the ESOP allocations were made from a plan established in 1988
through a reversion of excess pension plan assets. In 1995 and future years,
Company contributions of either cash or stock to fund ESOP allocations will be
tax deductible.
As a result of the repayment of debt in the first quarter of 1995 upon
completion of the 1995 Refinancing (see "Liquidity and Capital Resources"), the
first quarter of 1995 included an extraordinary charge of $30 million
attributable to the write-off of unamortized debt issuance costs, for which no
tax benefit was available.
<PAGE>
Cash Flows
Net cash provided by operating activities, after cash interest paid of $25
million, was $25 million for the first quarter of 1995, compared with $4 million
for the similar period of 1994. The $21 million increase resulted primarily from
improved operating results. The Company made capital expenditures of $25
million, including $5 million of investments in affiliated companies (compared
with capital expenditures of $18 million in 1994, including $8 million of
investments in affiliated companies). Inventories and receivables increased
during the first quarter reflecting the increased sales volume and the seasonal
pattern typical of first quarters and expected to recur in the future. Working
capital as a percentage of sales, however, decreased to 7.1% for the first
quarter of 1995 from 7.6% for the first quarter of 1994. The principal financing
activities during the first quarter of 1995 were related to the 1995 Refinancing
described in "Liquidity and Capital Resources."
Liquidity and Capital Resources
In the first quarter of 1995 the Company completed the 1995 Refinancing
consisting of the October Borrowing, the Offering and the 1995 Credit Agreement.
This refinancing reduced the amount of debt outstanding, will significantly
lower future interest costs and provides less restrictive covenants. The October
Borrowing was used to redeem, in November 1994, $317 million of high-interest
rate bonds with lower-rate bank debt; the net proceeds from the Offering,
totaling approximately $281 million, were used to repay indebtedness; and the
1995 Credit Agreement provided a secured multi-currency, multi-borrower credit
facility aggregating $1.0 billion, the proceeds of which replaced outstanding
borrowings (including the October Borrowing) under the Company's previous bank
credit agreement. Had the Offering and the 1995 Credit Agreement been completed
as of January 1, 1995, interest expense would have been reduced by $4 million
and income before extraordinary item would have been $31 million ($.40 per
share) in the first quarter of 1995.
The 1995 Credit Agreement provides lower interest costs, increased
borrowing capacity, less restrictive covenants and lower annual scheduled debt
maturities through 2001 as compared with the previous credit agreement. The
Company believes that the amounts available from operating cash flows and funds
available under revolving facilities (the "Revolving Facilities") will be
sufficient to meet its expected cash needs and planned capital expenditures for
the foreseeable future.
As of May 11, 1995, the Company had outstanding borrowings of $347 million
under the Revolving Facilities. There was $151 million available under the
Revolving Facilities after reduction for borrowings and for $52 million of
letters of credit usage. In addition the Company's foreign subsidiaries had
approximately $99 million available under overdraft facilities which can be
withdrawn by the banks at any time. The Revolving Facilities are short-term
borrowings by their terms under the 1995 Credit Agreement, and since a portion
of the long-term debt under the Company's previous bank credit agreement was
replaced with borrowings under the Revolving Facilities, a significantly larger
portion of debt is classified as short-term.
The 1995 Credit Agreement contains various covenants that limit certain
activities and transactions and require the Company to meet certain financial
tests as described in Note 10 of Notes to Consolidated Financial Statements in
the Company's Annual Report on Form 10-K for the year ended December 31, 1994.
Certain American Standard Inc. debt instruments also contain financial tests and
other covenants. In order to maintain compliance with the covenants and
restrictions contained in its previous credit agreements, it was necessary from
time to time for the Company to obtain waivers and amendments. The Company
believes it is currently in compliance with the covenants contained in the 1995
Credit Agreement, but may have to obtain similar waivers or amendments in the
future.
As described in Note 7 of Notes to Consolidated Financial Statements in the
Company's Annual Report to Stockholders for the year ended December 31, 1994,
there are pending German tax issues for the years 1984 through 1990. During the
first quarter of 1995, the Company received the first of two reports on audit
findings and it was silent on one of the major issues under audit which
represents over a third of the adjustments the Company anticipated that the
German tax authorities might propose relating to the 1984-1990 period and which
is not an issue in any subsequent period. While there can be no assurance, the
Company believes it is unlikely the issue will be pursued further by the German
tax authorities.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
For a discussion of German tax issues see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources". Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The exhibits listed on the accompanying Index to Exhibits are
filed as part of this quarterly report on Form 10-Q.
(b) Reports on Form 8-K for the quarter ended March 31, 1995.
None
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN STANDARD INC.
By: G. Ronald Simon
(Vice President and Controller)
(also signing as Principal
Accounting Officer)
May 15,1995
<PAGE>
AMERICAN STANDARD INC.
INDEX TO EXHIBITS
The Commission File Number of the Registrant, American Standard Inc. (the
"Company"), is 33-64450. Exhibits listed below are incorporated by reference to
filing made by American Standard Companies Inc. ("Holding") whose Commission
File Number is 1-11415;) (prior to filing its Registration Statement on Form S-2
on November 10, 1994 Holding's Commission File Number was 33-23070.)
(4) (ii) Assignment and Amendment Agreement dated as of February 9, 1995,
among Holding, the Company, certain subsidiaries of the Company, and
the financial institutions listed in Schedule I thereto (the Original
Lenders); the financial institutions listed in Schedule II thereto
(the Continuing Lenders), including Chemical Bank as Administrative
Agent for the Original Lenders and Continuing Lenders and as
Collateral Agent for the Original Lenders and Continuing Lenders;
previously filed as Exhibit 4 (xvi) in Holding's Form 10-K for the
fiscal year ended December 31, 1994, and herein incorporated by
reference.
(iii)Amended and Restated Credit Agreement, dated as of February 9, 1995,
among Holding, the Company, certain subsidiaries of the Company and
the lending institutions listed therein, Chemical Bank, as
Administrative Agent; Citibank, N.A. and NationsBank, N.A.
(Carolinas), as Senior Managing Agents; Bank of America Illinois, The
Bank of Nova Scotia, Bankers Trust Company, The Chase Manhattan Bank,
N.A., Compagnie Financiere de CIC et de L'Union Europeenne, Credit
Suisse, Deutsche Bank AG, The Industrial Bank of Japan Trust Company,
The Long Term Credit Bank of Japan, Limited and The Sumitomo Bank,
Ltd., as Managing Agents; and The Bank of New York, Canadian Imperial
Bank of Commerce, The Fuji Bank, Limited and The Sanwa Bank Limited,
as Co-Agents (the "1995 Credit Agreement"), with exhibits but without
schedules. (The 1995 Credit Agreement replaces the Credit Agreement
dates as of June 1, 1993 (the "1993 Credit Agreement") but the
Security Documents and the Guarantee Documents entered into pursuant
to the 1994 Credit Agreement continue in force and effect as amended
by the Credit Documents Amendment Agreement dated as of February 9,1
995 described in Exhibit (4)(iv) below; previously filed as Exhibit
4(xvii) in Holding's Form 10-K for the fiscal year ended December 31,
1994, and herein incorporated by reference.
(iv) Credit Documents Amendment Agreement dated as of February 9, 1995,
among Holding, the Company, certain domestic and foreign subsidiaries
of the Company, and Chemical Bank, as Administrative Agent and as
Collateral Agent for the Lenders under the 1995 Credit Agreement dated
as of February 9, 1995, described in Exhibit (4)(iii) above;
previously filed as Exhibit 4(xviii) in Holding's Form 10-K for the
fiscal year ended December 31, 1994, and herein incorporated by
reference.
(v) Schedules I, II, and III to the 1995 Credit Agreement; previously
filed as Exhibit (4)(xvii) in Holding's Form 10-K for the fiscal year
ended December 31, 1994, together with the exhibits thereto but with
schedules omitted.
(vi) First Amendment dated as of March 15, 1995 to the 1995 Credit
Agreement referred to above.
(vii)Rights Agreement, dated as of January 5, 1995 between Holding and
Citibank, N.A.as Rights Agent; previously filed as Exhibit 4(xxv) to
Holding's Form 10-K for the fiscal year ended December 31, 1994 and
herein incorporated by reference.
<PAGE>
(10)(I) American Standard Inc. Long-Term Incentive Compensation Plan, as
amended and restated as of February 3, 1995; previously filed as
Exhibit (10)(I) by the Company in its Form 10-K for the fiscal year
ended December 31, 1994, concurrently with the filing of Holding's
Form 10-K for the same year, and herein incorporated by reference.
(ii) Trust Agreement for American Standard Inc. Long-Term incentive
Compensation Plan and Supplemental Incentive Plan, as amended and
restated as of February 3, 1995; previously filed as Exhibit (10)(ii)
by the Company in its Form 10-K for the fiscal year ended December 31,
1994, concurrently with the filing of Holding's Form 10-K for the same
year, and herein incorporated by reference.
(iii)Amendment No. 2 to American Standard Employee Stock Ownership Plan
authorized March 2, 1995, previously filed as Exhibit (10)(viii) by
the Company in its Form 10-K for the fiscal year ended December 31,
1994, concurrently with the filing of Holding's Form 10-K for the same
year, and herein incorporated by reference.
(iv) American Standard Inc. Supplemental Compensation Plan for Outside
Directors, as amended through February 3, 1995; previously filed as
Exhibit (10)(xii) by the Company in its Form 10-K for the fiscal year
ended December 31, 1994, concurrently with the filing of Holding's
Form 10-K for the same year, and herein incorporated by reference.
(v) American Standard Companies Inc. Stock Incentive Plan; previously
filed as Exhibit (10)(xx) in Amendment No. 3 to Registration Statement
No. 33-56409 under the Securities Act, as amended, filed January 5,
1995, and herein incorporated by reference.
(vi) American Standard Inc. and Subsidiaries 1994-1995 Supplemental
Incentive Compensation Plan (formerly named TNE Incentive Plan), as
amended through February 3, 1995; previously filed as Exhibit
(10)(xviii) by the Company in its Form 10-K for the fiscal year ended
December 31, 1994, concurrently with the filing of Holding's Form 10-K
for the same year, and herein incorporated by reference.
(27) Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1.00000
<CASH> 58,613
<SECURITIES> 3,819
<RECEIVABLES> 727,421
<ALLOWANCES> 21,195
<INVENTORY> 404,042
<CURRENT-ASSETS> 1,235,741
<PP&E> 1,313,321
<DEPRECIATION> 486,633
<TOTAL-ASSETS> 3,368,487
<CURRENT-LIABILITIES> 1,313,635
<BONDS> 1,780,170
<COMMON> 0
0
0
<OTHER-SE> (517,698)
<TOTAL-LIABILITY-AND-EQUITY> 3,368,487
<SALES> 1,223,186
<TOTAL-REVENUES> 1,223,186
<CGS> (909,096)
<TOTAL-COSTS> (909,096)
<OTHER-EXPENSES> (10,664)
<LOSS-PROVISION> (1,930)
<INTEREST-EXPENSE> (57,406)
<INCOME-PRETAX> 45,382
<INCOME-TAX> 18,875
<INCOME-CONTINUING> 26,507
<DISCONTINUED> 0
<EXTRAORDINARY> (30,109)
<CHANGES> 0
<NET-INCOME> (3,602)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
