<PAGE>
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, 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 1-168
AMETEK, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4923320
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Station Square, Paoli, Pennsylvania 19301
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code 610-647-2121
----------------
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
----- -----
The number of shares of the issuer's common stock outstanding as of the latest
practicable date was:
Common Stock, $.01 Par Value, outstanding at April 30, 1995 was 33,220,512
shares.
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
- -----------------------------
AMETEK, INC.
------------
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
(Unaudited)
(Dollars in thousands except per-share amounts)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1995 1994
---- ----
<S> <C> <C>
Net sales $219,594 $199,273
------------ -------------
Expenses:
Cost of sales (excluding depreciation) 167,684 154,719
Selling, general & administrative 22,145 20,263
Depreciation 7,409 6,817
------------ -------------
197,238 181,799
------------ -------------
Operating income 22,356 17,474
Other income (expenses):
Interest expense (5,032) (5,032)
Other, net 540 1,775
------------ -------------
Income before income taxes 17,864 14,217
Provision for income taxes 7,202 5,410
------------ -------------
Income before extraordinary item and
cumulative effect of accounting change 10,662 8,807
Extraordinary loss on early extinguishment
of debt, net of taxes - (11,810)
Cumulative effect of accounting change, net
of taxes - 3,819
------------ -------------
Net income $10,662 $816
============ =============
Earnings (loss) per share:
Income before extraordinary item and
cumulative effect of accounting change $0.31 $0.21
Extraordinary loss on early extinguishment
of debt - (0.28)
Cumulative effect of accounting change - 0.09
------------ -------------
Net income $0.31 $0.02
============ =============
Cash dividends paid per share $0.06 $0.06
============ =============
Average common shares outstanding 34,244,298 42,644,128
============ =============
</TABLE>
See accompanying notes.
2
<PAGE>
AMETEK, INC.
------------
CONDENSED CONSOLIDATED BALANCE SHEET
------------------------------------
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $5,427 $7,248
Marketable securities 9,576 10,480
Receivables, less allowance for possible losses 131,635 115,672
Inventories 107,774 100,607
Deferred income taxes 12,610 12,637
Other current assets 8,817 7,317
----------- ------------
Total current assets 275,839 253,961
----------- ------------
Property, plant and equipment 395,566 396,570
Less accumulated depreciation (224,433) (221,513)
----------- ------------
171,133 175,057
----------- ------------
Intangibles, investments and other assets 112,624 72,946
----------- ------------
Total assets $559,596 $501,964
=========== ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C>
Current liabilities:
Short-term borrowings and current
portion of long-term debt $62,571 $11,821
Accounts payable 77,017 74,922
Accruals 105,836 96,483
----------- ------------
Total current liabilities 245,424 183,226
Long-term debt 190,668 190,336
Deferred income taxes 28,305 28,482
Other long-term liabilities 28,047 26,740
Stockholders' equity 67,152 73,180
----------- ------------
Total liabilities and stockholders' equity $559,596 $501,964
=========== ============
</TABLE>
See accompanying notes.
3
<PAGE>
AMETEK, INC.
------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1995 1994
---- ----
<S> <C> <C>
Cash provided by (used for):
Operating activities:
Net income $10,662 $816
Adjustments to reconcile net income to
net cash provided by operating activities:
Extraordinary loss on early extinguishment of debt - 11,810
Cumulative effect of accounting change - (3,819)
Depreciation and amortization 9,303 8,678
Deferred income taxes 305 3,085
Net change in operating working capital (20,549) 27,923
Other 590 (1,231)
---------- ----------
Total operating activities 311 47,262
---------- ----------
Investing activities:
Additions to property, plant and equipment (5,044) (7,370)
Purchase of and investments in businesses (33,458) -
Other 988 834
---------- ----------
Total investing activities (37,514) (6,536)
---------- ----------
Financing activities:
Net change in short-term borrowings 50,700 3,075
Proceeds from issuance of long-term debt - 256,000
Repayments of long-term debt - (185,810)
Debt prepayment premiums and debt issuance costs - (29,368)
Repurchases of common stock (13,863) (74,147)
Cash dividends paid (2,035) (2,620)
Other 580 734
---------- ----------
Total financing activities 35,382 (32,136)
---------- ----------
(Decrease) increase in cash and cash equivalents (1,821) 8,590
Cash and cash equivalents:
As of January 1 7,248 40,468
---------- ----------
As of March 31 $5,427 $49,058
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE>
AMETEK, INC.
------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
March 31, 1995
--------------
(Unaudited)
Note 1 - Financial Statement Presentation
- ------ --------------------------------
The accompanying consolidated financial statements are unaudited, but the
Company believes that all adjustments (which consist of normal recurring
accruals) necessary for fair presentation of the consolidated financial position
of the Company at March 31, 1995 and the consolidated results of its operations
and cash flows for the three-month periods ended March 31, 1995 and 1994 have
been included. Quarterly results of operations are not necessarily indicative
of results for the full year. Quarterly financial statements should be read in
conjunction with the financial statements and related notes in the Company's
1994 Annual Report.
Note 2 - Earnings Per Share
- ------ ------------------
Earnings per share is based on the average number of common shares
outstanding each period. No material dilution of earnings per share would
result for the first quarter of 1995 or 1994 if it were assumed that all
outstanding stock options were exercised.
Note 3 - Acquisitions
- ------ ------------
On March 31, 1995, the Company purchased the heavy vehicle instrumentation
business of privately held Dixson, Inc. for cash. This acquisition will be
accounted for by the purchase method pending the determination of fair values of
the assets acquired and the liabilities assumed. The results of Dixson's
operations will be included in the Company's consolidated results from the date
of acquisition. This acquisition would not have had a material effect on sales
or earnings for the first three months of 1995 or 1994, had it been made at the
beginning of the respective periods.
On March 1, 1995, the Company acquired a 50% ownership interest in a
joint venture established with a Taiwanese supplier to manufacture low-cost
pressure gauges in China and Taiwan for the Pacific Rim markets. This investment
is accounted for by the equity method, and the Company's 50% share of the
operating results since March 1, 1995, which was not significant in amount, is
reported through its domestic gauge Division.
The aggregate cost of the acquisition and the investment in the joint
venture totaled $40.7 million, consisting of $33.5 million cash paid at closing
and $7.2 million of deferred contracts payable over periods up to three years.
These investments are reported with Intangibles and Other Assets in the March
31, 1995 balance sheet.
Note 4 - Inventories
- ------ -----------
The estimated components of inventory stated at lower of LIFO cost or
market are:
<TABLE>
<CAPTION>
In thousands
-----------------------
March 31, December 31,
1995 1994
--------- ------------
(Unaudited)
<S> <C> <C>
Finished goods and parts $ 38,863 $ 34,887
Work in process 26,532 24,695
Raw materials and purchased parts 42,379 41,025
------- -------
$107,774 $100,607
======= =======
</TABLE>
5
<PAGE>
AMETEK, INC.
------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- ------- -----------------------------------------------------------------------
of Operations
- -------------
Financial Condition
- -------------------
Liquidity and Capital Resources
-------------------------------
Working capital at March 31, 1995 amounted to $30.4 million, a decrease of
$40.3 million from December 31, 1994, due primarily to increases in short-term
borrowings, the cash proceeds from which were used for investing and financing
activities described below. The ratio of current assets to current liabilities
at March 31, 1995 was 1.12 to 1, compared to 1.39 to 1 at December 31, 1994.
Cash provided by the Company's operating activities for the first quarter of
1995 totaled $0.3 million, compared to $47.3 million in the first quarter of
1994, a decrease of $47.0 million. Increased working capital requirements
caused by the higher level of business activity in 1995 accounted for $20.5
million of the decrease. Operating cash generated in the first quarter of 1994
included net cash inflows totaling $31.6 million from the sale of trading
securities. Since March 31, 1994, the Company discontinued its portfolio of
trading securities. The Company's marketable securities have since been
classified as available-for-sale and the related cash flows are reported as
investing activities.
Cash used for investing activities in the first quarter of 1995 totaled $37.5
million, compared to cash used of $6.5 million in the same period last year.
Cash expenditures in the first quarter of 1995 were primarily for the
acquisition of a business, and an investment in a joint venture, requiring a
total cash outlay of $33.5 million. Capital expenditures in the first quarter
of 1995 totaled $5.0 million, compared to $7.4 million in the first quarter of
the prior year. Total planned capital expenditures for 1995 are expected to
exceed the 1994 total of $23.1 million.
Financing activities in the first quarter of 1995 generated cash totaling
$35.4 million, compared to cash used of $32.1 million in the first quarter of
1994. In the 1995 quarter the Company received net proceeds from short-term
borrowings totaling $50.7 million under the Company's revolving loan
agreement. These borrowings were used to repurchase 795,700 shares of the
Company's common stock at a total cost of $13.9 million, pay dividends
totaling $2.0 million, and fund the purchase of a business and the investment
in the joint venture mentioned above. Financing activities in the first
quarter of 1994 included, among other things, the proceeds from the sale of
$150 million of 9 3/4% senior public notes, borrowings of $106 million under
its bank credit agreement, the repayment of $185.4 million due to the early
retirement of debt, and the repurchase of 6 million shares of the Company's
common stock at a cost of $74.1 million.
6
<PAGE>
AMETEK, INC.
------------
Financial Condition (cont'd)
- -------------------
The stock repurchases mentioned previously are being made under a previously
announced plan to enhance shareholder value. Since beginning the stock
repurchase program in March 1994, a total of 10.7 million shares have been
acquired as of May 1, 1995, at a total cost of $144.6 million, under a $150
million authorization. In April 1995, the Company's Board of Directors
authorized additional repurchases up to an aggregate of $25 million of its
common stock, for total potential repurchases of $175 million.
As a result of the above operating, investing and financing activities, cash
and cash equivalents and short-term marketable securities decreased $2.7
million since December 31, 1994, to $15.0 million at March 31, 1995.
Management believes that the Company will have sufficient future cash flow
from its operations, expected cash proceeds from a pending second quarter 1995
sale of a business and available borrowing capacity to meet its future needs.
Results of Operations
- ---------------------
Operations for the first quarter of 1995
compared to the first quarter of 1994
Sales for the first quarter of 1995 were $219.6 million, compared to sales of
$199.3 million for the first quarter of 1994, an increase of $20.3 million or
10.2%. The sales improvement came primarily from the Company's Electro-
mechanical Group, which increased $14.7 million or 17.8%. The Precision
Instruments Group's sales increased slightly to $71.5 million from last year's
first-quarter sales of $70.4 million, while the Industrial Materials Group's
sales increased $4.5 million to $50.6 million, or 9.7%.
Operating income for the first quarter of 1994 increased $4.9 million or 27.9%
to $22.4 million, compared to $17.5 million in the first quarter of 1994. This
increase reflects the Company's overall higher sales volume and improved
operating efficiencies in all three business segments.
Other income, net in the current quarter was $0.5 million, compared to $1.8
million in the same quarter of 1994. The 1995 quarter reflects lower interest
and other investment income partially due to a reduced level of average cash
invested during the quarter, and higher amortization of deferred debt issuance
costs, partially offset by foreign exchange gains. The prior year first
quarter also included realized and unrealized gains on marketable securities.
7
<PAGE>
AMETEK, INC.
------------
Results of Operations (cont'd)
- ---------------------
The effective income tax rate was 40.3% for the first quarter of 1995 compared
with 38.1% for the first quarter of 1994. The higher 1995 tax rate reflects a
one percent increase, effective at the beginning of 1995, in the Italian
statutory income tax rate affecting current and deferred income taxes, as well
as higher foreign pretax income subject to the higher tax rate.
The weighted average shares outstanding during the first quarter of 1995 was
34.2 million shares, compared to 42.6 million shares for the same quarter of
1994. The reduced number of shares in the current quarter reflects the
Company's ongoing share repurchase program, which began in late March, 1994.
First quarter 1995 net income was $10.7 million, or $.31 per share, compared
with first quarter 1994 income before an extraordinary item and the cumulative
effect of an accounting change of $8.8 million, or $.21 per share, an
improvement of 21.1% in first quarter earnings. After the 1994 first quarter
recognition of an $11.8 million ($.28 per share) after-tax loss from the early
extinguishment of debt, and a $3.8 million ($.09 per share) after-tax gain due
to a required change in accounting for certain marketable securities, net
income for the first quarter of 1994 was $.8 million or $.02 per share.
Electro-mechanical Group sales totalled $97.5 million in the current
------------------------
first quarter, an increase of $14.7 million or 17.8% from the first
quarter of 1994, due to increasing U.S. and European demand for electric
motor products manufactured by the Company's domestic and Italian motor
operations. The Italian operations reported a 39% increase in sales from
the same quarter a year ago before currency effects, which were not
significant. This group experienced the loss of a large U.S. customer
who was experiencing financial difficulties and filed for bankruptcy
late in the first quarter of 1995.
Operating profit of this group increased $2.6 million or 25.3% to $12.7
million in this year's first quarter. Significant margin improvements in
the Company's Italian motor operations were reduced somewhat by higher
material costs, and operating inefficiencies related to capacity
expansion at the Graham, North Carolina plant. The loss of the customer
referred to above also adversely affected operating profit of this
group, but is not expected to have a material adverse effect on future
group operating results.
In the Precision Instruments Group, sales of $71.5 million in this
---------------------------
year's first quarter were up slightly from the $70.4 million of sales in
the same quarter last year. Higher sales of automotive and process
instruments were largely offset by lower sales of aerospace instruments.
8
<PAGE>
AMETEK, INC.
------------
Results of Operations (cont'd)
- ---------------------
Group operating profit for the current quarter increased to $7.7
million, from $6.4 million in the first quarter of 1994, an increase of
$1.3 million or 21.3%. The group benefited from improved product mix on
higher sales of process instruments and the restructuring activities
initiated in 1993.
Operating results from the March 31, 1995 acquisition of the heavy
vehicle instrumentation business of Dixson, Inc. will be included in the
Precision Instruments group, beginning with the second quarter of 1995.
Sales by Dixson on a twelve month basis are expected to exceed $25
million.
The Industrial Materials Group's first-quarter 1995 sales increased $4.5
----------------------------
million or 9.7% to $50.6 million. All businesses within the group
reported sales increases, led by the metal powder and liquid filtration
businesses. Group operating profit for the current quarter increased
$2.2 million, or 34.4%, to $8.6 million. The increase in profitability
was due to the increase in demand, improved product mix, and ongoing
cost reduction programs principally in the plastic compounding and high-
temperature and corrosion-resistant material businesses.
On March 24, 1995, the Company announced that it had agreed to sell its
Microfoam Division, which is a part of the Industrial Materials group to
Astro Valcour, Inc. The Company anticipates favorable financial results
from this transaction which it expects to complete in the second quarter
of 1995. Microfoam sales in 1994 were nearly $34 million.
9
<PAGE>
AMETEK, INC.
------------
PART II. OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on April 25, 1995.
The following matters were voted on at the Annual Meeting:
1) Election of Directors. The following persons were elected as
----------------------
directors:
<TABLE>
<CAPTION>
Shares
Shares Voted Against
Name Voted for or Withheld
---------------------------- ------------- -----------
<S> <C> <C>
Walter E. Blankley 31,174,930 2,747,112
Lewis G. Cole 31,176,981 2,745,061
Helmut N. Friedlaender 31,174,922 2,747,120
Sheldon S. Gordon 31,179,089 2,742,953
Charles D. Klein 31,177,489 2,744,553
James R. Malone 31,177,249 2,744,793
David P. Steinmann 31,175,089 2,746,953
Elizabeth R. Varet 31,174,607 2,747,435
</TABLE>
2) 1995 Stock Incentive Plan of AMETEK, Inc. The stockholders
-----------------------------------------
approved a proposal by the Board of Directors to adopt the 1995
Stock Incentive Plan of AMETEK, Inc. There were 19,451,370 shares
voted in favor of the proposal; 8,710,755 shares voted against the
proposal; 316,779 abstentions, and 5,443,138 shares not voting.
3) Appointment of Independent Auditors. The stockholders approved the
------------------------------------
appointment of Ernst & Young LLP as independent auditors for the
Company for the year 1995. There were 31,319,364 shares voted for
approval; 104,583 shares voted against; 133,428 abstentions, and
2,364,667 shares not voting.
10
<PAGE>
AMETEK, INC.
------------
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
a) Exhibits:
Exhibit
Number Description
------ -----------
4 Third Amendment to Credit Agreement dated February 6, 1995,
among the Company, Various Lending Institutions, Bank of
Montreal, Corestates Bank, N.A., and PNC Bank, National
Association, as Co-Agents, and the Chase Manhattan Bank, N. A.,
as Administrative Agent.
4.1 Fourth Amendment to Credit Agreement dated March 16, 1995.
27 Financial Data Schedule *
* Schedule submitted in electronic format only.
b) Reports on Form 8-K: During the quarter ended March 31, 1995, the Company
did not file any reports on Form 8-K.
11
<PAGE>
AMETEK, INC.
------------
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.
AMETEK, INC.
-----------------------------------
(Registrant)
By /s/ Otto W. Richards
-----------------------------------
Otto W. Richards
Vice President and Comptroller
(Principal Accounting Officer)
May 12, 1995
12
<PAGE>
EXHIBIT 4
---------
CONFORMED AS EXECUTED
THIRD AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIRD AMENDMENT (the "Amendment"), dated as of February 6, 1995, among
AMETEK, INC., a Delaware corporation (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks"), BANK
OF MONTREAL, CORESTATES BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-
Agents, and THE CHASE MANHATTAN BANK, N.A., as Administrative Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, the Banks, the Co-Agents and the Administrative
Agent are parties to a Credit Agreement dated as of March 11, 1994, as amended
by a First Amendment to Credit Agreement, dated as of April 21, 1994 and as
further amended by a Second Amendment to Credit Agreement, dated as of October
13, 1994 (as so amended, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to further amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 4.01 of the Credit Agreement is hereby amended by inserting
immediately after the text "each partial prepayment of any Borrowing" appearing
in clause (ii) thereof the following new text:
"of Base Rate Loans shall be in an aggregate principal amount of at
least $1,000,000 and of any Borrowing of Eurodollar Loans".
2. The definition of "Minimum Borrowing Amount" appearing in Section
10 of the Credit Agreement is hereby amended and restated in its entirety as
follows:
<PAGE>
"Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$1,000,000, and (ii) for Eurodollar Loans, $5,000,000.
3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
6. This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when each of the Borrower and the Required Banks
shall have signed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of telecopier) the same to the Administrative
Agent at its Notice Office.
7. In order to induce the Banks to enter into this Amendment, the
Borrower hereby makes each of the representations, warranties and agreements
contained in the Credit Agreement on the Third Amendment Effective Date both
before and after giving effect to this Amendment.
8. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that no Default or Event of Default is
in existence as of the Third Amendment Effective Date both before and after
giving effect thereto.
9. From and after the Third Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
AMETEK, INC.
By /s/ Deirdre D. Saunders
----------------------------
Title: Treasurer
THE CHASE MANHATTAN BANK,
N.A.,
Individually and as
Administrative Agent
By /s/ Carol Ulmer
----------------------------
Title: Vice President
BANK OF MONTREAL,
Individually and as
Co-Agent
By /s/ Kanu Modi
----------------------------
Title: Director
CORESTATES BANK, N.A.,
Individually and as
Co-Agent
By /s/ Robert M. Cordell
----------------------------
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually, as Co-Agent and
as Letter of Credit Issuer
By /s/ Victoria Randolph Ziff
----------------------------
Title: Vice President
<PAGE>
BANK OF AMERICA ILLINOIS
By: /s/ Brock T. Harris
----------------------------
Title: Vice President
FLEET BANK OF MASSACHUSETTS, N.A.
By: /s/ Thomas J. Bullard
----------------------------
Title: Vice President
MELLON BANK, N.A.
By: /s/ Gilbert B. Mateer
----------------------------
Title: Assistant Vice President
NBD BANK, N.A.
By: /s/ Nancy Russell
----------------------------
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN
LIMITED, NY BRANCH
By: /s/ Shunko Uchida
-----------------------------
Title: Vice President
THE YASUDA TRUST AND BANKING CO., LTD.
NY BRANCH
By: /s/ Neil T. Chau
-----------------------------
Title: First Vice President
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.
By: /s/ Charles W. Kennedy
-----------------------------
Title: Vice President
By: /s/ Renato Bassi
-----------------------------
Title: First Vice President
<PAGE>
EXHIBIT 4.1
-----------
[CONFORMED COPY]
FOURTH AMENDMENT TO CREDIT AGREEMENT
------------------------------------
FOURTH AMENDMENT (the "Amendment"), dated as of March 16, 1995, among
AMETEK, INC., a Delaware corporation (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks"), BANK
OF MONTREAL, CORESTATES BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-
Agents, and THE CHASE MANHATTAN BANK, N.A., as Administrative Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, the Banks, the Co-Agents and the Administrative
Agent are parties to a Credit Agreement dated as of March 11, 1994, as amended
by a First Amendment to Credit Agreement, dated as of April 21, 1994, as further
amended by the Second Amendment to Credit Agreement, dated as of October 13,
1994 and the Third Amendment to Credit Agreement, dated as of February 6, 1995
(as so amended, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to further amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. On and after the Fourth Amendment Effective Date (as hereinafter
defined), Section 4.02(A)(c) of the Credit Agreement shall be hereby amended by
(i) deleting the period appearing at the end thereof and (ii) inserting the
following new text at the end thereof:
", provided further, that notwithstanding anything to the contrary
-------- -------
contained above, the Cash Proceeds received by the Borrower from the
Microfoam Sale shall be applied as follows: (i) if the Dixson Acquisition
shall have been consummated in accordance with the terms of Section 8.01(k)
prior to the date of receipt by the Borrower of the Cash Proceeds from the
Microfoam Sale, then 100% of
<PAGE>
the Net Cash Proceeds from such Microfoam Sale shall be applied to the
prepayment of the outstanding principal amount of Loans as provided in, and
to the extent required by, Section 4.02(B), and (ii) if the Dixson
Acquisition shall not have been consummated in accordance with the terms of
Section 8.01(k) prior to the date of receipt by the Borrower of the Cash
Proceeds from the Microfoam Sale, then so long as no Default or Event of
Default then exists, such Net Cash Proceeds therefrom may be retained by
the Borrower so long as such Net Cash Proceeds are utilized to pay the
purchase price for the Dixson Business subject to the Dixson Acquisition,
provided that pending the consummation of the Dixson Acquisition, such Net
Cash Proceeds may be invested in Cash Equivalents, and to the extent the
aggregate amount of such Net Cash Proceeds exceeds such purchase price for
the Dixson Business, all of such excess Net Cash Proceeds shall be applied
as required by the terms of this clause (c) without regard to this second
proviso, but in the event that a Default or Event of Default then exists,
all of such Net Cash Proceeds shall be applied as otherwise required by the
terms of this clause (c) without regard to this second proviso."
2. On and after the Fourth Amendment Effective Date, Section 4.02(B) of
the Credit Agreement shall be hereby amended by (i) deleting the word "Each"
appearing as the first word in clause (a) thereof and inserting in lieu thereof
the following new text: "Except as otherwise provided in clause (b) below with
respect to Cash Proceeds received by the Borrower from the Microfoam Sale,
each", (ii) adding the following new clause (b):
"(b) The mandatory repayment of Loans arising pursuant to Section
4.02(A)(c) as a result of the receipt by the Borrower of Net Cash Proceeds
from the Microfoam Sale after the consummation of the Dixson Acquisition
shall be applied as follows: (i) first, to repay the principal of
-----
outstanding Revolving Loans with no corresponding reduction to the Total
Revolving Loan Commitment; and (ii) second, to the extent in excess
------
thereof, all of such excess Net Cash Proceeds shall be applied as required
by the terms of Section 4.02(A)(c) without regard to the second proviso
thereto."
, and (iii) by relettering clause (b) thereof as clause (c).
<PAGE>
3. On and after the Amendment Effective Date, Section 6.05(b) of the
Credit Agreement is hereby amended by adding the following new proviso to the
end thereof:
"; provided further, that proceeds of the Revolving Loans may be utilized by
-------- -------
the Borrower to effect the Dixson Acquisition in accordance with the terms of
Section 8.01(k) and the other terms and provisions of this Agreement and to
effect Permitted Acquisitions in accordance with the terms and provisions of
this Agreement."
4. On and after the Fourth Amendment Effective Date, Section 8.01 of the
Credit Agreement is hereby amended by (i) deleting the word "and" appearing at
the end of clause (h) thereof, (ii) deleting the period appearing at the end of
clause (i) thereof and inserting in lieu thereof a semi-colon and (iii)
inserting the following new clauses immediately following clause (i) thereof:
"(j) the Borrower may sell its Microfoam Business pursuant to the
Microfoam Sale Documents; provided that:
--------
(i) such proposed Microfoam Sale is consummated prior to September 30,
1995;
(ii) the assets being sold pursuant to such proposed Microfoam Sale
shall only be those assets as described in that certain Confidential
Information Memorandum dated December 1994, prepared by The Bridgeport
Group, which has been previously distributed to the Administrative Agent
and each of the Banks, with any substantial changes thereof to be
reasonably satisfactory to the Administrative Agent and the Required Banks;
(iii) the Microfoam Business shall be sold for an amount at least
equal to the greater of (A) $25,000,000 and (B) the fair market value of
the Microfoam Business (as determined in good faith by senior management of
the Borrower);
(iv) such Sale shall be solely for cash;
<PAGE>
(v) based on calculations made by the Borrower on a pro forma basis
--- -----
(the pro forma adjustments made by the Borrower in making the calculations
--- -----
pursuant to this clause (v) shall be subject to the reasonable satisfaction
of the Administrative Agent and the Required Banks, including, without
limitation, the calculation of the Product Line Contribution of the
Microfoam Business) after giving effect to the Dixson Acquisition if such
acquisition shall have been consummated prior to the Microfoam Sale, and
after giving effect to such proposed Microfoam Sale as if such Microfoam
Sale had been consummated, and all Indebtedness to be repaid (including,
without limitation, voluntarily repaid) with the proceeds of such Microfoam
Sale had been repaid, on the date occurring twelve months prior to the last
day of the most recently ended fiscal quarter of the Borrower (or, for any
determination made on or prior to March 31, 1995, on April 1, 1994), the
covenants contained in Sections 8.09 through 8.11, inclusive, of this
Agreement (A) shall have been met during the one-year period (or such
shorter period as provided above) ended on the last day of such fiscal
quarter and (B) will continue to be met for the one-year period following
the date of the consummation of such proposed Microfoam Sale;
(vi) the Net Cash Proceeds from such proposed Microfoam Sale are
applied to repay Loans to the extent required by Section 4.02(A)(c);
(vii) no Default or Event of Default then exists or would result
therefrom; and
(viii) at least three Business Days prior to the consummation of such
Microfoam Sale, the Borrower shall furnish to the Administrative Agent and
the Banks a certificate of a Senior Financial Officer of the Borrower
setting forth (A) the estimated sale price in connection with such
Microfoam Sale, (B) the amount of, and the calculations required to
establish the amount of, the Product Line Contribution of the Microfoam
Business subject to such proposed Microfoam Sale, (C) the pro forma
--- -----
calculations required by the
<PAGE>
preceding clause (v) made as of the date of such certificate, (D) the
calculations required to establish the amount of Net Cash Proceeds
resulting therefrom which are permitted to be retained pending the Dixson
Acquisition and/or otherwise permitted to be reinvested by the Borrower in
accordance with Section 4.02(A)(c), and (E) the anticipated date of the
consummation of such proposed Microfoam Sale, and such certificate shall
also (1) certify and attach true and correct copies of the Microfoam Sale
Agreement and (2) certify as to the compliance with the foregoing
provisions of this Section 8.01(j). Promptly following the consummation of
the Microfoam Sale, the Borrower shall deliver to the Administrative Agent
true, correct and complete copies, certified as such by the Borrower, of
all of the Microfoam Sale Documents. The consummation of the Microfoam Sale
shall be deemed to be a representation and warranty by the Borrower that
all conditions thereto have been satisfied and that same is permitted in
accordance with the terms of this Agreement, which representation and
warranty shall be deemed to be a representation and warranty for all
purposes hereunder, including, without limitation, Sections 5.02 and 9; and
(k) the Borrower may acquire the Dixson Business pursuant to the Dixson
Acquisition Documents so long as:
(i) such Dixson Acquisition is consummated prior to September 30,
1995;
(ii) the assets and properties being acquired in connection with such
proposed Dixson Acquisition shall only be those assets and properties as
described in that certain Asset Purchase Agreement (3/13/95 draft) (the
"Draft Dixson Agreement"), which has been previously distributed to the
Administrative Agent and each of the Banks, with any substantial changes
thereof to be reasonably satisfactory to the Administrative Agent and the
Required Banks, and no liabilities (contingent (including as a result
<PAGE>
of the making of any representations or warranties or the giving of any
indemnities) or otherwise) shall be assumed in connection with such
proposed Dixson Acquisition other than liabilities of the type described in
the Draft Dixson Agreement and other liabilities not materially more
onerous on the Borrower and its Subsidiaries than those set forth in the
Draft Dixson Agreement;
(iii) the only consideration paid by the Borrower in respect of such
Dixson Acquisition consists of cash, Common Stock permitted to be issued
under Section 8.13, Indebtedness secured by Liens permitted by Section
8.02(h), to the extent permitted by Section 8.03(b), unsecured Indebtedness
permitted under Section 8.03(o) to the extent permitted pursuant to the
preceding clause (ii) and/or Permitted Earn-Out Debt to the extent
permitted by Section 8.03(n);
(iv) no Default or Event of Default then exists (both immediately
before and immediately after giving effect to such Dixson Acquisition);
(v) all representations and warranties contained herein or in the
other Credit Documents shall be true and correct in all material respects
with the same effect as though such representations and warranties had
been made on and as of the date of such Dixson Acquisition (both
immediately before and immediately after giving effect thereto), unless
stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date;
(vi) the assets so acquired are to be employed in, and/or Dixson was
at the time of such acquisition engaged in, the businesses permitted
pursuant to Section 8.08;
(vii) to the extent that such Dixson Acquisition is of the capital
stock of another Person, such Dixson Acquisition must be of 100% of such
capital stock and all of the provisions of
<PAGE>
Section 8.15 to the extent applicable shall have been complied with in
respect of such Dixson Acquisition;
(viii) the Borrower is the surviving corporation of the Dixson
Acquisition if structured as a merger or consolidation;
(ix) after giving effect to the Dixson Acquisition, the aggregate
amount paid (including for this purpose all cash consideration paid, the
face amount of all Indebtedness incurred in connection with such Dixson
Acquisition, the Maximum Potential Liability of all Permitted Earn-Out Debt
incurred in connection with such Dixson Acquisition and the fair market
value (determined as of the proposed date of consummation of such Dixson
Acquisition in good faith by senior management of the Borrower) of the
Common Stock, if any, issued as consideration in connection with such
Dixson Acquisition), in connection with such Dixson Acquisition shall not
exceed $35,000,000;
(x) (A) the Borrower shall have given the Administrative Agent and the
Banks at least three Business Days prior written notice of such Dixson
Acquisition, (B) the Borrower in good faith shall believe, based on
calculations made by the Borrower on a pro forma basis (the pro forma
--- ----- --- -----
adjustments made by the Borrower in making the calculations pursuant to
this clause (x) (B) shall be subject to the reasonable satisfaction of the
Administrative Agent and the Required Banks) after giving effect to the
Microfoam Sale if such sale shall have been consummated prior to the Dixson
Acquisition, and after giving effect to the Dixson Acquisition as if such
Dixson Acquisition had been consummated on the date occurring twelve months
prior to the last day of the most recently ended fiscal quarter of the
Borrower (or, for any determination made on or prior to March 31, 1995, on
April 1, 1994), that the covenants contained in Sections 8.09 through 8.11,
inclusive, of this Agreement would have been met during the one-year period
(or such shorter period as provided above) ended on the last day of such
fiscal quarter, (C)
<PAGE>
the Borrower in good faith shall believe, based on calculations made by the
Borrower, on a pro forma basis (the pro forma adjustments made by the
--- ----- --- -----
Borrower in making the calculations pursuant to this clause (x)(C) shall be
subject to the reasonable satisfaction of the Administrative Agent and the
Required Banks) after giving effect to the Dixson Acquisition, that the
covenants contained in Sections 8.09 through 8.11, inclusive, will continue
to be met for the one-year period following the date of the consummation of
the Dixson Acquisition and (D) the Borrower shall have delivered to the
Administrative Agent an officer's certificate executed by a Senior
Financial Officer of the Borrower, certifying, to the best of his
knowledge, compliance with the requirements of preceding clauses (i)
through (xi) and containing the pro forma calculations required by the
--- -----
preceding clauses (x)(B) and (x)(C) and made as of the date of such
certificate. In the event that there are not available audited financial
statements relating to the Dixson Business being acquired pursuant to the
Dixson Acquisition, the Administrative Agent and the Required Banks must be
satisfied with financial information relating to the Dixson Business used
to prepare the pro forma calculations made pursuant to this clause (x); and
--- -----
(xi) the Borrower shall, and shall cause each of its Domestic
Subsidiaries to, on the date of the consummation of the Dixson Acquisition,
grant to the Collateral Agent, for the benefit of the Secured Creditors,
first priority perfected security interests in all property of the Borrower
and its Subsidiaries (whether real, personal or otherwise) acquired in
connection with the Dixson Acquisition and take all actions requested by
the Administrative Agent or the Required Banks (including, without
limitation, the obtaining of UCC-11's, the filing of UCC-1's and the
obtaining of mortgage policies, title surveys and real estate appraisals)
in connection with the granting of such security interests, in accordance
with the terms of Section 7.11(a) and (b) hereof. All security interests
required to be granted pursuant
<PAGE>
to this Section 8.01(k) shall be granted pursuant to security documentation
in accordance with the terms of Section 7.11(a) and (b) and shall
constitute valid and enforceable perfected security interests superior to
and prior to the rights of all third Persons and subject to no other Liens
except such Liens as are permitted by Section 8.02 at the time of
perfection thereof. The security documents and other instruments related
thereto shall be duly recorded or filed in such manner and in such places
as are required by law to establish, perfect, preserve and protect the
Liens, in favor of the Collateral Agent for the benefit of the Secured
Creditors, required to be granted pursuant to the respective Additional
Security Documents and all taxes, fees and other charges payable in
connection therewith shall be paid in full by the Borrower. At the time of
the execution and delivery of such Additional Security Documents, the
Borrower shall, and shall cause each of its Domestic Subsidiaries to, cause
to be delivered to the Collateral Agent such opinions of counsel, mortgage
policies, surveys, appraisals and other related documents as may be
reasonably requested by the Collateral Agent or the Required Banks to
assure themselves that this Section has been complied with. All actions
required by this Section 8.01(k) with respect to the Dixson Business shall
be completed no later than the date on which the Dixson Acquisition is
effected. The consummation of the Dixson Acquisition shall be deemed to be
a representation and warranty by the Borrower that all conditions thereto
have been satisfied and that same is permitted in accordance with the terms
of this Agreement, which representation and warranty shall be deemed to be
a representation and warranty for all purposes hereunder, including,
without limitation, Sections 5.02 and 9."
5. On and after the Fourth Amendment Effective Date, Section 8.04(d) of
the Credit Agreement shall be hereby amended by (i) deleting the word "and"
appearing at the end of clause (ii) thereof and inserting a comma in lieu
thereof, and (ii) deleting the period at the end of clause (iii)
<PAGE>
thereof and inserting the following new text immediately following the end
thereof:
", and (iv) Capital Expenditures constituting all or a portion of the
Dixson Acquisition."
6. On and after the Fourth Amendment Effective Date, Section 10 of the
Credit Agreement shall be hereby amended by adding the following new definitions
in the appropriate alphabetical order:
"Dixson" shall mean Dixson, Inc., a Delaware subchapter S corporation.
"Dixson Acquisition" shall mean the acquisition by the Borrower of
certain assets and properties related to the heavy vehicle instrumentation
business of Dixson, but no liabilities (contingent (including as a result
of the making of any representations or warranties or the giving of any
indemnities) or otherwise) other than liabilities of the type described in
the Draft Dixson Agreement (as defined in Section 8.01(k)(ii)) and other
liabilities not materially more onerous on the Borrower and its
Subsidiaries than those set forth in the Draft Dixson Agreement, pursuant
to the Dixson Asset Purchase Agreement, the purchase price for which
acquisition shall not exceed $35,000,000.
"Dixson Acquisition Documents" shall mean and include the Dixson Asset
Purchase Agreement and all other documents entered into or delivered in
connection with the Dixson Acquisition.
"Dixson Asset Purchase Agreement" shall mean the asset purchase
agreement or similar agreement between the Borrower and Dixson, in form and
substance satisfactory to the Administrative Agent and the Required Banks.
"Dixson Business" shall mean the business acquired pursuant to the
Dixson Acquisition Documents relating to the Dixson Acquisition.
"Microfoam Business" shall mean all or substantially all of the assets
used in the operation of the Microfoam division of the Borrower's Industrial
<PAGE>
Materials Group being sold pursuant to the Microfoam Sale.
"Microfoam Sale" shall mean the sale by the Borrower of the Microfoam
Business pursuant to the Microfoam Sale Agreement, the purchase price for
which shall not be less than $25,000,000 payable in cash.
"Microfoam Sale Agreement" shall mean the asset sale agreement or
similar agreement entered into between the Borrower and the purchaser of
the Microfoam Business, in form and substance satisfactory to the
Administrative Agent and the Required Banks.
"Microfoam Sale Documents" shall mean the Microfoam Sale Agreement and
all other documents entered into or delivered in connection with the
Microfoam Sale.
"Product Line Contribution" shall mean, for the Microfoam Business
sold pursuant to the Microfoam Sale, the portion of Consolidated EBITDA for
the then most recently ended period of four consecutive fiscal quarters
attributable to the Microfoam Business, provided, however, that the
foregoing determination shall be made without giving effect to any
allocation of corporate overhead to the Microfoam Business (it being
understood and agreed that for periods ending prior to March 31, 1995, the
foregoing determination shall include fiscal quarters prior to the Initial
Borrowing Date).
7. Notwithstanding anything to the contrary contained in this
Amendment or in the Credit Agreement, each of the undersigned Banks hereby
acknowledges and agrees that in connection with the consummation of the
Dixson Acquisition, the Borrower may structure the purchase of the real
property to be acquired in connection therewith, valued at approximately
$2,500,000 (the "Dixson Real Property"), in accordance with the Memorandum
attached hereto as Annex A (the "Dixson Real Property Purchase"). All of
the terms and conditions of (and documentation for) and the nature and
amount of liabilities (contingent or otherwise), if any, to be acquired in
connection with, the Dixson Real Property Purchase shall be satisfactory to
the Administrative Agent and the Required Banks. The Borrower acknowledges
and agrees that (i) it will give the Administrative Agent and each of
<PAGE>
the Banks three Business Days prior written notice of the Dixson Real
Property Purchase, together with true, correct and complete copies of the
documentation therefor, (ii) the sale of the Dixson Real Property to a
trust and the Dixson Real Property Purchase shall be made substantially in
accordance with the terms set forth in the Memorandum attached hereto as
Annex A, (iii) the Dixson Real Property Sale shall be consummated on such
terms and conditions and for such a price as would be applicable as if the
Borrower directly purchased such Dixson Real Property from Dixson in the
Dixson Acquisition, and (iv) on the date of the acquisition by the Borrower
or one of its Subsidiaries of the Dixson Real Property from the trust
described on Annex A, the Borrower shall grant to the Collateral Agent, for
the benefit of the Secured Creditors, security interests and mortgages in
such Dixson Real Property and deliver such mortgages, opinions, surveys,
appraisals and other documents in connection therewith and otherwise comply
with the terms of Section 7.11(a) and (b) and Section 8.01(k)(xi) of the
Credit Agreement. Each of the Borrower and the undersigned Banks hereby
agrees that for all purposes of the Credit Agreement, including, without
limitation, the pro forma calculations required by Sections 8.01(j) and (k)
--- -----
(other than Section 8.01(k)(xi) for which the preceding sentence is
applicable) it shall be assumed that the Dixson Real Property Purchase is
consummated at the same time as, and as part of, the Dixson Acquisition.
8. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
9. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
10. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
<PAGE>
11. This Amendment shall become effective on the date (the "Fourth
Amendment Effective Date") when each of the Borrower and the Required Banks
shall have signed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of telecopier) the same to the Administrative
Agent at its Notice Office.
12. In order to induce the Banks to enter into this Amendment, the
Borrower hereby makes each of the representations, warranties and agreements
contained in the Credit Agreement on the Fourth Amendment Effective Date both
before and after giving effect to this Amendment.
13. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that no Default or Event of Default is
in existence as of the Fourth Amendment Effective Date both before and after
giving effect thereto.
14. From and after the Fourth Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
AMETEK, INC.
By /s/ Deirdre D. Saunders
--------------------------------
Title: Treasurer
THE CHASE MANHATTAN BANK,
N.A.,
Individually and as
Administrative Agent
By /s/ Carol A. Ulmer
--------------------------------
Title: Vice President
BANK OF MONTREAL,
Individually and as
Co-Agent
By /s/ Kanu Modi
--------------------------------
Title: Director
CORESTATES BANK, N.A.,
Individually and as
Co-Agent
By /s/ Robert M. Cordell
--------------------------------
Title: Vice President
<PAGE>
PNC BANK, NATIONAL ASSOCIATION,
Individually, as Co-Agent and
as Letter of Credit Issuer
By /s/ Victoria Randolph Ziff
---------------------------------
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Brock T. Harris
---------------------------------
Title: Vice President
FLEET BANK OF MASSACHUSETTS, N.A.
By /s/ Michael W. Bonsey
---------------------------------
Title: Vice President
MELLON BANK, N.A.
By /s/ Gilbert B. Mateer
---------------------------------
Title: Assistant Vice President
NBD BANK, N.A.
By /s/ Nancy Russell
---------------------------------
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN
LIMITED, NY BRANCH
By /s/ Shunko Uchida
-----------------------------------
Title: Vice President
<PAGE>
THE YASUDA TRUST AND BANKING CO., LTD.
NY BRANCH
By /s/ Neil T. Chau
----------------------------------
Title: First Vice President
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.
By /s/ Anthony F. Giobbi
----------------------------------
Title: Vice President
By /s/ Renato Bassi
----------------------------------
Title: First Vice President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet of AMETEK, Inc. at March 31, 1995, and the
Consolidated Statement of income of AMETEK, Inc. for the three months ended
March 31, 1995, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 5,427
<SECURITIES> 9,576
<RECEIVABLES> 136,710
<ALLOWANCES> 5,075
<INVENTORY> 107,774
<CURRENT-ASSETS> 275,839
<PP&E> 395,566
<DEPRECIATION> 224,433
<TOTAL-ASSETS> 559,596
<CURRENT-LIABILITIES> 245,424
<BONDS> 190,668
<COMMON> 364
0
0
<OTHER-SE> 66,788
<TOTAL-LIABILITY-AND-EQUITY> 559,596
<SALES> 219,594
<TOTAL-REVENUES> 219,594
<CGS> 167,684
<TOTAL-COSTS> 167,684
<OTHER-EXPENSES> 28,341
<LOSS-PROVISION> 1,213
<INTEREST-EXPENSE> 5,032
<INCOME-PRETAX> 17,864
<INCOME-TAX> 7,202
<INCOME-CONTINUING> 10,662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,662
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0
</TABLE>
