SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
--------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-05647
----------------------------------
MATTEL, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 95-1567322
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (310) 252-2000
--------------
(Former name, former address and former fiscal year, None
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 [_]
Number of shares outstanding of registrant's common stock as of May 10, 1996:
Common Stock - $1 par value -- 275,820,555 shares
<PAGE>
<TABLE>
PART I -- FINANCIAL INFORMATION
-------------------------------
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, March 31, Dec. 31,
(In thousands) 1996 1995 1995
- -------------- ----------- ----------- -----------
ASSETS
<S> <C> <C> <C>
Current Assets
Cash $ 58,156 $ 73,963 $ 466,082
Marketable securities - 15,386 17,375
Accounts receivable, net 769,027 701,190 679,283
Inventories 438,440 414,184 350,841
Prepaid expenses and other current assets 172,987 202,915 177,238
----------- ----------- -----------
Total current assets 1,438,610 1,407,638 1,690,819
----------- ----------- -----------
Property, Plant and Equipment
Land 25,504 22,630 25,724
Buildings 199,030 180,913 192,323
Machinery and equipment 363,015 303,213 354,469
Capitalized leases 24,271 24,271 24,271
Leasehold improvements 54,216 50,852 51,629
----------- ----------- -----------
666,036 581,879 648,416
Less: accumulated depreciation 266,370 251,397 265,885
----------- ----------- -----------
399,666 330,482 382,531
Tools, dies and molds, net 122,847 99,501 116,783
----------- ----------- -----------
Property, plant and equipment, net 522,513 429,983 499,314
----------- ----------- -----------
Other Noncurrent Assets
Intangible assets, net 414,114 429,180 422,796
Sundry assets 84,404 71,665 82,580
----------- ----------- -----------
$ 2,459,641 $ 2,338,466 $ 2,695,509
=========== =========== ===========
<FN>
See accompanying notes to consolidated financial information.
</TABLE>
2
<PAGE>
<TABLE>
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
<CAPTION>
March 31, March 31, Dec. 31,
(In thousands, except share data) 1996 1995 1995
- --------------------------------- ----------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C> <C>
Current Liabilities
Notes payable $ 46,902 $ 167,820 $ 15,520
Current portion of long-term liabilities 2,156 2,547 33,215
Accounts payable 152,777 150,344 250,401
Accrued liabilities 260,349 294,102 410,362
Income taxes payable 117,556 162,048 138,183
----------- ----------- -----------
Total current liabilities 579,740 776,861 847,681
----------- ----------- -----------
Long-Term Liabilities
6-7/8% Senior Notes due 1997 99,791 99,640 99,752
6-3/4% Senior Notes due 2000 100,000 100,000 100,000
Medium-Term Notes 220,000 110,500 220,000
Mortgage note 44,475 44,900 44,585
Other 115,883 104,328 108,322
----------- ----------- -----------
Total long-term liabilities 580,149 459,368 572,659
----------- ----------- -----------
Shareholders' Equity
Preference stock - 9 -
Common stock $1.00 par value, 300.0 million
shares authorized with 279.1 million
shares issued (a) 279,058 223,254 279,058
Additional paid-in capital 96,447 235,661 103,512
Treasury stock at cost; 2.1 million shares,
2.8 million shares and 3.6 million shares,
respectively (a) (55,011) (50,579) (75,574)
Retained earnings (b) 1,054,970 749,927 1,041,735
Currency translation and other
adjustments (b) (75,712) (56,035) (73,562)
----------- ----------- -----------
Total shareholders' equity 1,299,752 1,102,237 1,275,169
----------- ----------- -----------
$ 2,459,641 $ 2,338,466 $ 2,695,509
=========== =========== ===========
<FN>
(a) Share data for March 1995 has been restated for the effects of the five-for-four stock
split declared in February 1996.
(b) Since December 26, 1987.
See accompanying notes to consolidated financial information.
</TABLE>
3
<PAGE>
<TABLE>
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
For the
Three Months Ended
----------------------
March 31, March 31,
(In thousands, except per share amounts) 1996 1995
- ---------------------------------------- ---------- ----------
<S> <C> <C>
Net Sales $ 585,879 $ 543,570
Cost of sales 300,102 284,545
---------- ----------
Gross Profit 285,777 259,025
Advertising and promotion expenses 80,289 78,600
Other selling and administrative expenses 142,920 131,918
Interest expense 14,418 11,077
Other expense (income), net 3,665 (3,414)
---------- ----------
Income Before Income Taxes 44,485 40,844
Provision for income taxes 14,600 13,886
---------- ----------
Net Income 29,885 26,958
Preference stock dividend requirements - 1,099
---------- ----------
Net Income Applicable to Common Shares $ 29,885 $ 25,859
========== ==========
Primary Income Per Common And Common
Equivalent Share
- ------------------------------------
Net income $ 0.11 $ 0.09
========== ==========
Average number of common and common
equivalent shares 281,836 279,853
========== ==========
Dividends Declared Per Common Share $ 0.060 $ 0.048
========== ==========
<FN>
See accompanying notes to consolidated financial information.
</TABLE>
4
<PAGE>
<TABLE>
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the
Three Months Ended
-----------------------
March 31, March 31,
(In thousands) 1996 1995
- -------------- ---------- ----------
<S> <C> <C>
Cash Flows From Operating Activities:
- -------------------------------------
Net income $ 29,885 $ 26,958
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization 35,925 31,031
Deferred compensation (4,284) 3,300
(Increase) decrease in accounts receivable (92,156) 58,144
(Increase) in inventories (89,076) (74,961)
Decrease (increase) in prepaid expenses and other current assets 4,061 (21,300)
(Decrease) in accounts payable, accrued liabilities and income
taxes payable (255,000) (294,925)
Other, net 5,201 (2,130)
---------- ----------
Net cash flows used for operating activities (365,444) (273,883)
---------- ----------
Cash Flows From Investing Activities:
- -------------------------------------
Purchases of tools, dies and molds (23,903) (21,134)
Purchases of other property, plant and equipment (33,360) (26,878)
Purchases of marketable securities (8,000) (13,726)
Proceeds from sales of other property, plant and equipment 2,712 2,709
Proceeds from sales of marketable securities 25,315 18,135
Contingent consideration - investment in acquired business (8,625) (8,625)
Other, net (581) 952
---------- ----------
Net cash flows used for investing activities (46,442) (48,567)
---------- ----------
Cash Flows From Financing Activities:
- -------------------------------------
Notes payable 31,858 166,092
Payment of Medium-Term Notes (30,000) -
Long-term foreign borrowing (835) 348
Tax benefit of employee stock options exercised 13,955 1,520
Exercise of stock options 31,178 4,104
Purchase of treasury stock (27,075) (4,953)
Dividends paid on common and preference stock (13,233) (11,890)
Other, net (402) 653
---------- ----------
Net cash flows from financing activities 5,446 155,874
Effect of Exchange Rate Changes on Cash (1,486) 1,439
---------- ----------
(Decrease) in Cash (407,926) (165,137)
Cash at Beginning of Period 466,082 239,100
---------- ----------
Cash at End of Period $ 58,156 $ 73,963
========== ==========
<FN>
See accompanying notes to consolidated financial information.
</TABLE>
5
<PAGE>
MATTEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
-------------------------------------------
1. The accompanying unaudited consolidated financial statements and
related disclosures have been prepared in accordance with generally
accepted accounting principles applicable to interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. In the opinion of management, all adjustments
considered necessary for a fair presentation of the Company's financial
position and interim results as of and for the periods presented have
been included. Certain amounts in the financial statements for prior
periods have been reclassified to conform with the current period's
presentation. Because the Company's business is seasonal, results for
interim periods are not necessarily indicative of those which may be
expected for a full year.
The financial information included herein should be read in conjunction
with the Company's consolidated financial statements and related notes
in its 1995 Annual Report to Shareholders.
2. Accounts receivable are shown net of allowances for doubtful accounts
of $13.9 million (March 31, 1996), $13.9 million (March 31, 1995), and
$10.8 million (December 31, 1995). In addition to the allowance for
doubtful accounts, the Company has reduced its accounts receivable by
$19.6 million (March 31, 1996), $19.5 million (March 31, 1995), and
$22.9 million (December 31, 1995) to reflect the write-down of certain
uncollectible receivables to their net realizable value.
3. Inventories are comprised of the following:
<TABLE>
<CAPTION>
March 31, March 31, Dec. 31,
(In thousands) 1996 1995 1995
- -------------- --------- --------- ---------
<S> <C> <C> <C>
Raw materials and work in progress $ 74,568 $ 80,280 $ 52,528
Finished goods 363,872 333,904 298,313
--------- --------- ---------
$ 438,440 $ 414,184 $ 350,841
========= ========= =========
</TABLE>
4. Net cash flows from operating activities include cash payments for the
following:
<TABLE>
<CAPTION>
For the
Three Months Ended
--------------------------
March 31, March 31,
(In thousands) 1996 1995
- -------------- ----------- -----------
<S> <C> <C>
Interest $ 11,527 $ 11,319
Income taxes 17,743 22,745
--------------------------
</TABLE>
6
5. In the current quarter, the Board of Directors declared cash dividends
of $0.060 per common share, compared to $0.048 per common share in the
first quarter of 1995.
6. Share and per share data presented in these financial statements
reflect the retroactive effects of the five-for-four stock split
declared in February 1996.
Income per common share is computed by dividing earnings available to
common shareholders by the average number of common and common
equivalent shares outstanding during each period. Weighted average
share computations assume the exercise of dilutive stock options and
warrants, reduced by the number of shares which could be repurchased at
average market prices with proceeds from exercise.
7
MATTEL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Mattel, Inc. (the "Company") designs, manufactures, markets and distributes
a broad variety of toy products on a worldwide basis. The Company's
business is dependent in great part on its ability each year to redesign,
restyle and extend existing core products and product lines and to design
and develop innovative new toys and product lines. New products have
limited lives, ranging from one to three years, and generally must be
updated and refreshed each year.
Core brands have historically provided the Company with relatively stable
growth. The Company's four principal core brands are BARBIE fashion dolls
and doll clothing and accessories; FISHER-PRICE toys and juvenile products,
including the POWER WHEELS line of battery-powered, ride-on vehicles; the
Company's Disney-licensed toys; and die-cast HOT WHEELS vehicles and
playsets, each of which has broad worldwide appeal. Additional core
product lines consist of large dolls, including CABBAGE PATCH KIDS;
preschools toys, including SEE `N SAY talking toys; the UNO and SKIP-BO
card games; and the SCRABBLE game, which the Company owns in markets
outside of the United States and Canada.
RESULTS OF OPERATIONS
---------------------
The Company's business is seasonal, and, therefore, results of operations
are comparable only with corresponding periods. Following is a percentage
analysis of operating results:
<TABLE>
<CAPTION>
For the
Three Months Ended
------------------------
March 31, March 31,
1996 1995
----------- -----------
<S> <C> <C>
Net sales 100% 100%
=========== ===========
Gross profit 49% 48%
Advertising and promotion expenses 14 14
Other selling and administrative expenses 24 24
----------- -----------
Operating profit 11 10
Interest expense 3 2
----------- -----------
Income before income taxes 8% 8%
=========== ===========
</TABLE>
Net sales in the first quarter of 1996 increased $42.3 million or 8% over
the 1995 first quarter, reflecting increased demand for the Company's core
products such as BARBIE doll products; FISHER-PRICE toys and juvenile
products; as well as the new CABBAGE PATCH KIDS line.
8
Worldwide revenues from core products represented 90% of gross revenues for
the current quarter compared to 86% in the first quarter of 1995. Core
brands increased 14%, mainly due to greater demand for BARBIE and BARBIE-
related products, which increased from $207.9 million to $252.3 million.
FISHER-PRICE contributed $192.2 million to gross sales in 1996 compared to
$172.8 million in 1995, and sales of CABBAGE PATCH KIDS reached $20.0
million in 1996. Sales to customers within the United States grew 12% and
accounted for 64% of consolidated sales compared to 62% in the year-ago
quarter. Sales to customers outside the United States increased 4%
compared to 1995, including the $0.6 million favorable effect of the
generally weaker US dollar relative to the year-ago quarter. At comparable
foreign currency exchange rates, sales internationally also grew 4%.
Gross profit as a percentage of net sales increased one percentage point to
49% over the year-ago quarter, principally as a result of lower resin and
other commodity prices, as well as improved product mix.
Advertising and promotion expenses decreased slightly as a percentage of
net sales, reflecting the Company's ongoing effort to manage expense growth
relative to increasing revenue growth. As a percentage of net sales, other
selling and administrative expenses remained virtually constant at 24%.
Other expense, net, increased $7.1 million, largely due to the impact of
the first quarter 1995 gains recognized on a Mexican insurance claim and
foreign currency transactions.
Interest expense increased $3.3 million or 30% compared to the first
quarter of 1995 as a result of the higher Medium-Term Note balance in the
first quarter of 1996.
FINANCIAL CONDITION
-------------------
The Company's financial condition remained strong during the first quarter
of 1996 as a result of its profitable operating results. The Company's
cash position, including marketable securities, as of March 31, 1996 was
$58.2 million, compared to $89.3 million as of the first quarter 1995.
Cash decreased by $425.3 million since December 31, 1995 primarily as a
result of reduction of year-end accounts payable and accrued liabilities,
financing of new inventory, and repayment of $30.0 million in Medium-Term
Notes.
9
Accounts receivable increased $67.8 million over the year-ago quarter
reflecting higher sales volume. Since year end, accounts receivable
increased $89.7 million mainly due to receivables generated by 1996 sales,
partially offset by collection of prior year receivables and the sale of
certain trade receivables. Inventory balances increased $87.6 million
since year end and $24.3 million over the 1995 quarter end, primarily as a
result of the Company's production in support of future sales volume.
Short-term notes payable decreased $120.9 million compared to the year ago
quarter, mainly due to an increase of $109.5 million in Medium-Term Notes.
Seasonal financing needs for the next twelve months are expected to be
satisfied through internally generated cash, issuance of commercial paper,
and use of the Company's various short-term bank lines of credit.
Details of the Company's capitalization are as follows:
<TABLE>
<CAPTION>
(In millions) March 31, 1996 March 31, 1995 Dec. 31, 1995
- ------------- ----------------------------------------------
<S> <C> <C> <C>
6-7/8% Senior Notes $ 99.8 5% $ 99.6 6% $ 99.8 5%
6-3/4% Senior Notes 100.0 5 100.0 6 100.0 6
Medium-Term Notes 220.0 12 110.5 7 220.0 12
Other long-term debt
obligations 60.9 4 65.2 4 61.1 3
----------------------------------------------
Total long-term debt 480.7 26 375.3 23 480.9 26
Other long-term liabilities 99.4 5 84.1 6 91.7 5
Shareholders' equity 1,299.8 69 1,102.2 71 1,275.2 69
----------------------------------------------
$1,879.9 100% $1,561.6 100% $1,847.8 100%
==============================================
</TABLE>
Total long-term debt increased as a percentage of total capitalization
compared to the year-ago quarter, primarily due to an increase in Medium-
Term Notes. Future long-term capital needs are expected to be satisfied
through retention of corporate earnings and the issuance of long-term debt
instruments. In February of 1996, the Company filed a universal shelf
registration statement which will allow for the issuance of up to $350
million of debt and equity securities, which could include Medium-Term
Notes. Shareholders' equity increased $24.6 million since December 31,
1995, and $197.6 million over the 1995 first quarter primarily as a result
of the Company's profitable operating results and exercises of employee
stock options, partially offset by treasury stock purchases and dividends
declared to common shareholders. In addition, the increase over the 1995
first quarter was partially offset by the repurchase of Series F Preference
Stock from the International Games, Inc. Employee Stock Ownership Plan.
10
PART II -- OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings
- --------------------------
On October 13, 1995, Michelle Greenwald filed a complaint (Case No. YC
025 008) against the Company in Superior Court of the State of
California, County of Los Angeles (the "Greenwald Action"). The
plaintiff is a former Mattel employee who was terminated by the
Company in July 1995. The complaint seeks $50 million in general and
special damages, plus punitive damages, for (i) breach of oral,
written and implied contract, (ii) wrongful termination in violation
of public policy and (iii) violation of California Labor Code Section
970. The plaintiff's pleadings contain allegations of improper
accounting practices on behalf of the Company. In response to the
plaintiff's allegations, the Audit Committee of the Company's Board of
Directors has commenced an investigation with the assistance of
independent outside advisors. Additionally, the Securities and
Exchange Commission has agreed to forebear from contacting any current
Mattel employees or former Mattel employees represented by counsel for
Mattel or counsel paid for by Mattel pending completion of the Audit
Committee's independent investigation.
On April 23, 1996, a purported class and derivative action entitled
Lewis v. Vogelstein et al. (Case No. 14954) was commenced in the
--------------------------
Delaware Court of Chancery, New Castle County (the "Lewis Action")
against the Company and its directors. The plaintiff alleges that the
directors of the Company breached their fiduciary duties by causing
the Company to adopt the Mattel 1996 Stock Option Plan (the "1996
Plan"). Specifically, the plaintiff alleges that the formula option
grants to non-employee directors as permitted by the 1996 Plan
constitute corporate waste. The complaint seeks (i) to have the case
certified as a class action, (ii) to have the 1996 Plan declared void,
(iii) a preliminary and permanent injunction enjoining the grant of
stock options to non-employee directors under the 1996 Plan, and (iv)
attorney's fees. The 1996 Plan was approved by the Company's
stockholders on May 8, 1996.
The Company believes the allegations of the complaints in the
Greenwald Action and the Lewis Action to be without merit and intends
to defend both actions vigorously.
11
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
--------
11.0 Computation of Income per Common and Common Equivalent Share
27.0 Financial Data Schedule (EDGAR filing only)
(b) Reports on Form 8-K
-------------------
Mattel, Inc. filed the following Current Reports on Form 8-K
during the quarterly period ended March 31, 1996:
Financial
Date of Report Items Reported Statements Filed
---------------- -------------- ----------------
January 24, 1996 5, 7 None
January 26, 1996 5, 7 None
February 1, 1996 5, 7 None
February 2, 1996 5, 7 None
February 7, 1996 5, 7 None
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934 as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MATTEL, INC.
------------
(Registrant)
Date: As of May 15, 1996 By: /s/ GARY P. ROLFES
------------------ -------------------------
Gary P. Rolfes
Senior Vice President and
Controller
13
<PAGE>
<TABLE>
MATTEL, INC. AND SUBSIDIARIES EXHIBIT 11.0
(Page 1 of 2)
COMPUTATION OF INCOME PER COMMON AND COMMON EQUIVALENT SHARE
------------------------------------------------------------
(In thousands, except per share amounts)
<CAPTION>
For The
Three Months Ended
----------------------
March 31, March 31,
PRIMARY 1996 1995
- ------- --------- ---------
<S> <C> <C>
Net income $ 29,885 $ 26,958
Deduct: Dividends on convertible preference stock - (1,099)
--------- ---------
Net income applicable to common shares $ 29,885 $ 25,859
========= =========
Applicable Shares for Computation of Income per Share:
- ------------------------------------------------------
Weighted average common shares outstanding 276,349 276,201
Weighted average common equivalent shares arising from:
Dilutive stock options 3,836 2,430
Fisher-Price warrants 986 877
Nonvested stock 665 345
--------- ---------
Weighted average number of common and common
equivalent shares 281,836 279,853
========= =========
Income Per Common Share:
- ------------------------
Net income per common share $ 0.11 $ 0.09
========= =========
</TABLE>
<PAGE>
<TABLE>
MATTEL, INC. AND SUBSIDIARIES EXHIBIT 11.0
(Page 2 of 2)
COMPUTATION OF INCOME PER COMMON AND COMMON EQUIVALENT SHARE
------------------------------------------------------------
(In thousands, except per share amounts)
<CAPTION>
For The
Three Months Ended
----------------------
March 31, March 31,
FULLY DILUTED 1996 (a) 1995 (b)
- ------------- --------- ---------
<S> <C> <C>
Net income applicable to common shares $ 29,885 $ 26,958
========= =========
Applicable Shares for Computation of Income per Share:
- ------------------------------------------------------
Weighted average common shares outstanding 276,349 276,201
Weighted average common equivalent shares arising from:
Dilutive stock options 3,999 3,271
Fisher-Price warrants 991 910
Assumed conversion of convertible preference stock - 923
Nonvested stock 696 386
--------- ---------
Weighted average number of common and common
equivalent shares 282,035 281,691
========= =========
Income Per Common Share:
- ------------------------
Net income per common share $ 0.11 $ 0.10
========= =========
<FN>
(a) This calculation is submitted in accordance with Regulation S-K, Item 601 (b)(11),
although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because
it results in dilution of less than 3%.
(b) This calculation is submitted in accordance with Regulation S-K, Item 601 (b)(11),
although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces
an anti-dilutive result.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
MATTEL INC.'S BALANCE SHEETS AND INCOME STATEMENTS FOR THE THREE
MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 58,156
<SECURITIES> 0
<RECEIVABLES> 782,942
<ALLOWANCES> 13,915
<INVENTORY> 438,440
<CURRENT-ASSETS> 1,438,610
<PP&E> 788,883
<DEPRECIATION> 266,370
<TOTAL-ASSETS> 2,459,641
<CURRENT-LIABILITIES> 579,740
<BONDS> 475,068
<COMMON> 279,058
0
0
<OTHER-SE> 1,020,694
<TOTAL-LIABILITY-AND-EQUITY> 2,459,641
<SALES> 585,879
<TOTAL-REVENUES> 585,879
<CGS> 300,102
<TOTAL-COSTS> 300,102
<OTHER-EXPENSES> 226,874
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,418
<INCOME-PRETAX> 44,485
<INCOME-TAX> 14,600
<INCOME-CONTINUING> 29,885
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,885
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.11
<FN>
Notes -
Per share data reflects the effects of a five-for-four stock split
distributed to shareholders in March 1996. Previously submitted
financial data schedules have not been restated for this
recapitalization.
Fully diluted earnings per share for the three months ended March 31, 1996
has been submitted in accordance with Regulation S-K, Item 601 (b)(11),
although not required by footnote 2 to paragraph 14 of APB Opinion No. 15
because it results in dilution of less than 3%.
</TABLE>
