PAGE
<PAGE>
UNITED STATES
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
For the transition period from _______ to _______
Commission File Number 0-11902
GIBSON GREETINGS, INC.
Incorporated under the laws IRS Employer
of the State of Delaware Identification No. 52-1242761
2100 Section Road, Cincinnati, Ohio 45237
Telephone Number: Area Code 513-841-6600
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 16,091,029 shares of common
stock, par value $.01, outstanding at May 3, 1996.
PAGE
<PAGE>
Part I., Item 1, Financial Statements
<TABLE>
GIBSON GREETINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
(Unaudited)
<CAPTION>
March 31, December 31, March 31,
1996 1995 1995
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 48,910 $ 15,555 $ -
Note receivable - 24,574 -
Trade receivables, net 32,469 46,620 59,219
Inventories 69,012 68,303 153,888
Income taxes receivable 10,309 10,698 -
Prepaid expenses 3,667 4,054 6,160
Deferred income taxes 41,597 45,011 47,509
--------- --------- ---------
Total current assets 205,964 214,815 266,776
PLANT AND EQUIPMENT, net 89,573 90,813 116,230
DEFERRED INCOME TAXES 14,986 14,745 8,653
OTHER ASSETS, net 100,004 105,454 99,213
--------- --------- ---------
$ 410,527 $ 425,827 $ 490,872
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Debt due within one year $ 9,896 $ 28,894 $ 22,750
Accounts payable 9,597 7,995 17,174
Income taxes payable - - 3,183
Other current liabilities 69,415 71,642 67,678
--------- --------- ---------
Total current liabilities 88,908 108,531 110,785
LONG-TERM DEBT 46,275 46,533 61,718
SALES AGREEMENT PAYMENTS DUE
AFTER ONE YEAR 17,299 18,564 20,598
OTHER LIABILITIES 22,224 21,957 20,585
--------- --------- ---------
Total liabilities 174,706 195,585 213,686
--------- --------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $1.00;
5,000,000 shares authorized,
none issued - - -
Preferred stock, Series A, par
value $1.00; 300,000 shares
authorized, none issued - - -
Common stock, par value $.01;
50,000,000 shares authorized,
16,585,130 shares issued at March 31,
1996 and December 31, 1995, and
16,579,530 shares at March 31, 1995 166 166 166
Paid-in capital 46,050 46,041 46,011
Retained earnings 197,385 191,793 238,553
Foreign currency adjustment (1,829) (1,807) (1,598)
--------- --------- ---------
241,772 236,193 283,132
Less treasury stock, at cost,
494,601, shares at March 31,
1996 and December 31, 1995 and
489,701 shares at March 31, 1995 5,951 5,951 5,946
--------- --------- ---------
Total stockholders' equity 235,821 230,242 277,186
--------- --------- ---------
$ 410,527 $ 425,827 $ 490,872
========= ========= =========
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
PAGE
<PAGE>
<TABLE>
GIBSON GREETINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
REVENUES $ 97,779 $ 100,287
--------- ---------
COSTS AND EXPENSES:
Operating expenses:
Cost of products sold 34,338 39,168
Selling, distribution and
administrative expenses 52,207 56,774
--------- ---------
Total operating expenses 86,545 95,942
--------- ---------
OPERATING INCOME 11,234 4,345
--------- ---------
Financing expenses:
Interest expense 2,147 3,131
Interest income (658) (86)
--------- ---------
Total financing expenses, net 1,489 3,045
--------- ---------
INCOME BEFORE INCOME TAXES 9,745 1,300
Income taxes 4,149 1,029
--------- ---------
NET INCOME $ 5,596 $ 271
========= =========
Net income per share $ 0.34 $ .02
========= =========
Dividends per share $ - $ -
========= =========
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
PAGE
<PAGE>
<TABLE>
GIBSON GREETINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 5,596 $ 271
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and write-down of display fixtures 5,482 5,865
Loss on disposal of plant and equipment 337 1,093
Deferred income taxes 3,173 693
Amortization of deferred costs and other
other intangibles 6,295 5,652
Change in assets and liabilities:
Decrease in trade receivables, net 14,151 138,580
Increase in inventories (709) (26,428)
Decrease in income tax receivable 389 -
(Increase) decrease in prepaid expenses 387 (441)
Increase in other assets, net of amortization (845) (1,994)
Increase (decrease) in accounts payable 1,602 (4,605)
Decrease in income taxes payable - (1,559)
Decrease in other current liabilities (2,227) (19,312)
Increase (decrease) in other liabilities (998) 346
All other, net 34 (358)
--------- ---------
Total adjustments 27,071 97,532
--------- ---------
Net cash provided by operating activities 32,667 97,803
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of plant and equipment (4,722) (4,026)
Proceeds from sale of plant and equipment 83 97
Collection of note receivable 24,574 -
--------- ---------
Net cash provided by (used in)
investing activities 19,935 (3,929)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings (18,998) (94,450)
Payments on long-term debt (258) (1,437)
Issuance of common stock 9 19
Acquisition of common stock for treasury - (6)
--------- ---------
Net cash used in financing activities (19,247) (95,874)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 33,355 (2,000)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 15,555 2,000
--------- ---------
CASH AND EQUIVALENTS AT END OF PERIOD $ 48,910 $ -
========= =========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 203 $ 1,856
Income taxes 588 1,895
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
PAGE
<PAGE>
GIBSON GREETINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 1996 and 1995
(Amounts in thousands)
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include
the accounts of Gibson Greetings, Inc. and its subsidiaries (the Company).
Intercompany transactions and balances have been eliminated in consolidation.
The unaudited condensed consolidated financial statements have been prepared
in accordance with Article 10-01 of Regulation S-X of the Securities and
Exchange Commission and, as such, do not include all information required by
generally accepted accounting principles. However, in the opinion of the
Company, these financial statements contain all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the financial
position as of March 31, 1996, December 31, 1995 and March 31, 1995, the
results of its operations for the three months ended March 31, 1996 and 1995
and its cash flows for the three months ended March 31, 1996 and 1995. The
accompanying financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
Certain prior year amounts in the consolidated financial statements have been
reclassified to conform with the 1996 presentation.
Note 2 - Seasonal Nature of Business
Because of the seasonal nature of the Company's business, results of
operations for interim periods are not necessarily indicative of results for
the full year.
Note 3 - Trade Receivables
Trade receivables consist of the following:
March 31, December 31, March 31,
1996 1995 1995
--------- --------- ---------
Trade receivables $ 84,320 $ 105,898 $ 116,373
Less reserve for returns,
allowances, cash discounts
and doubtful accounts 51,851 59,278 57,154
--------- --------- ---------
$ 32,469 $ 46,620 $ 59,219
========= ========= =========
PAGE
<PAGE>
Note 4 - Inventories
Inventories consist of the following:
March 31, December 31, March 31,
1996 1995 1995
--------- --------- ---------
Finished goods $ 51,328 $ 47,967 $ 92,451
Work-in-process 10,329 12,409 16,879
Raw materials and supplies 7,355 7,927 44,558
--------- --------- ---------
$ 69,012 $ 68,303 $ 153,888
========= ========= =========
Note 5 - Interest Expense
No interest was capitalized for the three-month periods ended March 31, 1996
and 1995.
Note 6 - Net Income Per Share
The weighted average number of shares of common stock and equivalents
outstanding used in computing net income per share is as follows:
1996 1995
---------- ----------
Three months ended March 31, 16,285 16,090
========== ==========
Note 7 - Condensed Consolidated Statement of Operations - Pro Forma
Three Months Ended
March 31, 1995 (1)
----------------------
REVENUES $ 92,671
---------
COSTS AND EXPENSES:
Operating expenses:
Cost of products sold 32,943
Selling, distribution and
administrative expenses 49,306
---------
Total operating expenses 82,249
---------
OPERATING INCOME 10,422
---------
Financing expenses:
Interest expense 2,339
Interest income (86)
---------
Total financing expenses, net 2,253
---------
PAGE
<PAGE>
INCOME BEFORE INCOME TAXES 8,169
Income taxes 3,587
---------
NET INCOME $ 4,582
=========
Net income per share $ 0.28
=========
(1) The unaudited Condensed Consolidated Statement of Operations - Pro Forma
is based upon the Statement of Operations of the Company for the three months
ended March 31, 1995 and gives effect to the sale in November 1995 of Cleo,
Inc. (Cleo), the Company's wholly-owned gift wrap subsidiary, as if it had
occurred as of January 1, 1995 after giving effect to the pro forma
adjustments. Pro forma adjustments represent management fee allocations
including legal, tax and administrative expenses that are not expected to be
eliminated, reduction in interest expense as a result of prepayment of
short-term debt with sale proceeds and additional commitment fees on the
unused portion of the revolving credit facility and an increase in income tax
resulting from the income tax on reversal of loss on sale of Cleo net of pro
forma expenses. Senior notes were assumed not to be prepaid. The pro forma
financial data set forth above does not purport to represent what the
Company's financial position or results of operations actually would have been
if the sale, in fact, occurred on the date referred to above. This pro forma
financial data should be read in conjunction with the condensed consolidated
financial statements and notes thereto contained herein, as well as the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
Note 8 - Legal Matters
In July 1994, immediately following the Company's announcement of an inventory
misstatement at Cleo, which resulted in an overstatement of the Company's
previously reported 1993 consolidated net income, five purported class actions
were commenced by certain stockholders. These suits were consolidated and a
Consolidated Amended Class Action Complaint against the Company, its then
Chairman, President and Chief Executive Officer, its Chief Financial Officer
and the former President and Chief Executive Officer of Cleo was filed in
October 1994 in the United States District Court for the Southern District of
Ohio (In Re Gibson Securities Litigation). In December 1994 the Court ruled
that neither of the two named plaintiffs qualified as a class representative.
Plaintiffs filed an Amended Complaint naming a proposed substitute class
representative, and a motion to certify a class which the Court also denied.
Plaintiffs have sought reconsideration or, in the alternative, immediate
appeal of that ruling. The most recent complaint alleges violations of the
federal securities laws and seeks unspecified damages for an asserted public
disclosure of false information regarding the Company's earnings. The Company
intends to defend the suit vigorously and has filed an Answer denying any
wrongdoing and a Third Party Complaint against its former auditor for
contribution against any judgment adverse to the Company. The case currently
is scheduled to be tried in December 1996.
PAGE
<PAGE>
On April 10, 1995, two purported class action lawsuits were commenced against
the Company, its then Chairman, President and Chief Executive Officer and its
Chief Financial Officer in the United States District Court for the Southern
District of Ohio. The Complaints alleged violations of the federal securities
law for an asserted failure to disclose allegedly material information
regarding the Company's financial performance. On August 1, 1995, the two
lawsuits were consolidated and captioned In Re Gibson Greetings Securities
Litigation II. On August 9, 1995, the plaintiffs filed a Consolidated Amended
Class Action Complaint which restated the basic claims which had been
presented in the original complaints. The Court has denied, at this stage,
the Company's motion to dismiss the Consolidated Amended Complaint and also
has conditionally denied the plaintiffs' motion to certify a class for
purposes of class action treatment of the litigation. The Court will
reconsider the class action certification motion at the conclusion of
discovery. The Company intends to defend the action vigorously. Trial
currently is scheduled for the Court's November 1996 term.
The litigation described in the two preceding paragraphs remain in early
stages of proceedings. Accordingly, the Company presently is unable to
predict the effect of the ultimate resolutions of these matters upon the
Company's results of operations and cash flows; as of this date, however,
Management does not expect that such resolutions would result in a material
adverse effect upon the Company's total net worth, although a substantially
unfavorable outcome could be material to such net worth.
On March 6, 1996, two purported class actions were filed against the Company's
directors (as well as certain former directors) and the Company in the New
Castle County, Delaware Court of Chancery (Crandon Capital Partners v. Cooney,
et al. and Weiss v. Lindberg, et al.). The Complaints allege that the
individual defendants breached their fiduciary duties to the plaintiffs by
refusing to negotiate in response to an acquisition proposal for the Company
by American Greetings Corporation. The Complaints seek to require the
directors to do a number of things, including pursuing merger or acquisition
discussions with American Greetings and others. The Complaints also seek
unspecified damages against those directors. On March 20, 1996, a third
action, Krim, et al. v. Pezzillo, et al., was filed in the same court. While
it generally follows the allegations and demands of the other two Complaints,
it specifically seeks injunctive relief against the exercise of the
shareholder rights plan that has been a part of the Company's corporate
governance for nearly ten years. While the Company is a named defendant in
all three actions, none of the Complaints appears to seek any other specific
relief against the Company. The defendants intend to defend the suits
vigorously.
PAGE
<PAGE>
In 1989, unfair labor practice charges were filed against the Company
as an outgrowth of a strike at its Berea, Kentucky facility. Remedies sought
included back pay from August 8, 1989 and reinstatement of employment for
approximately 200 employees (In the Matter of Gibson Greetings, Inc. and
International Brotherhood of Firemen and Oilers, AFL-CIO Cases 9-CA-26706,
27660, 26875). On May 19, 1995, a unanimous panel of the United States Court
of Appeals for the District of Columbia Circuit found that the strike was not
an unfair labor practice strike and that a significant number of strikers had
been permanently replaced and thus were not entitled to reinstatement or back
pay. The Court remanded the case to the National Labor Relations Board for a
factual determination on the issue of permanency with respect to approximately
52 replacements hired after June 29, 1989 and in early April, 1996, the Board
directed further hearings on the matter. Management does not believe that the
outcome of this matter will result in a material adverse effect on the
Company's net worth total cash flows or annual operating results.
In addition, the Company is a defendant in certain other routine litigation
which is not expected to result in a material adverse effect on the Company's
net worth, total cash flows or operating results.
PAGE
<PAGE>
Part I., Item 2., Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
In mid-November 1995, the Company sold Cleo, Inc. (Cleo), its wholly-owned
gift wrap subsidiary. In addition to gift wrap and related products, Cleo
manufactured and sold Christmas cards and Valentines. Revenues of Cleo
included in the condensed consolidated financial statements for the three
months ended March 31, 1995 were $7.6 million. The results of operations for
the three months ended March 31, 1995 included Cleo's results of operations.
For comparative purposes, the discussion below presents results of operations
for the three months ended March 31, 1995 on a pro forma basis, excluding
Cleo, as well as on an historical basis. See Note 7 of Notes to Condensed
Consolidated Financial Statements set forth in Item 1 for certain comparative
pro forma data for the three months ended March 31, 1995.
Pro Forma Results of Operations - Three Months Ended March 31, 1996 Compared
with Three Months Ended March 31, 1995
Revenues in the first quarter of 1996 increased 5.5% to $97.8 million from pro
forma revenues of $92.7 million in the first quarter of 1995, reflecting
increased domestic and international card sales combined with growth at The
Paper Factory of Wisconsin, Inc. (The Paper Factory). Returns and allowances
were 21.3% of sales for the three months ended March 31, 1996 compared to pro
forma returns and allowances of 22.6% for the same period in 1995. The
decrease represents the combination of a decrease in provision rates for
seasonal and everyday returns and a decrease in long-term sales contract
amortization due to fewer new sales contracts.
Total operating expenses were $86.5 million in the first quarter of 1996
representing a 5.2% increase from the total pro forma operating expenses in
the first quarter of 1995. Cost of products sold, as a percent of revenues,
was 35.1% versus pro forma cost of product sold, as a percent of revenues of
35.5% for the first quarter of 1995. The decrease was primarily due to a
change in the product mix. Selling, distribution and administrative expenses,
as a percent of revenues, increased to 53.4% in the first quarter of 1996 as
compared to 53.2% in the first quarter of 1995, primarily due to the accrual
of certain one-time contractual termination costs and related expenses for the
Company's former Chief Executive Officer. Without this accrual, selling,
distribution and administrative expenses would have decreased as a percentage
of revenues due to cost control measures implemented in early 1995. The
Company continues to face strong competitive pressures with regard to both
price and terms of sale.
Interest expense, net, reflected lower average short-term borrowings in the
first quarter of 1996 compared to the pro forma first quarter of 1995.
First quarter 1996 pretax income of $9.7 million compared with pro forma
pretax income for 1995 of $8.2 million. The effective income tax rate was
42.6% for the first quarter of 1996 compared to a pro forma effective income
tax rate of 43.9% for the first quarter of 1995.
PAGE
<PAGE>
Net income for the first quarter of 1996 was $5.6 million compared with pro
forma 1995 net income of $4.6 million.
Results of Operations - Three Months Ended March 31, 1996 Compared with Three
Months Ended March 31, 1995
Revenues in the first quarter of 1996 decreased 2.6% to $97.6 million from
revenues in the first quarter of 1995 reflecting the reduction of revenue as a
result of the sale of Cleo partially offset by increased domestic and
international card sales combined with growth at The Paper Factory. Returns
and allowances were 21.3% of sales for the three months ended March 31, 1996
compared to returns and allowances of 21.5% for the same period in 1995.
Total operating expenses were $86.5 million in the first quarter of 1996
representing a 9.8% decrease from the total operating expenses in the first
quarter of 1995. Cost of products sold, as a percent of revenues, was 35.1%
versus cost of product sold, as a percent of revenues, of 39.1% for the first
quarter of 1995. The decrease was primarily due to the sale of Cleo which
resulted in a change in the Company's product mix which is now composed of
higher margin products. Selling, distribution and administrative expenses, as
a percent of revenues, were 53.4% versus 56.6% primarily due to the reduction
of expenses as a result of the sale of Cleo and cost control measures
implemented in early 1995, partially offset by the accrual of certain one-time
contractual termination costs and related expenses for the Company's former
Chief Executive Officer. The Company continues to face strong competitive
pressures with regard to both price and terms of sale.
Interest expense, net, reflected lower average short-term borrowings in the
first quarter of 1996 compared to the first quarter of 1995.
First quarter 1996 pretax income of $9.7 million compared with pretax income
for 1995 of $1.3 million. The effective income tax rate was 42.6% for the
first quarter of 1996 compared to an effective income tax rate of 79.2% for
the first quarter of 1995.
Net income for the first quarter of 1996 was $5.6 million compared with 1995
net income of $.3 million.
Liquidity and Capital Resources
Cash flow from operating activities for the first three months of 1996
provided $32.7 million in cash compared to $97.8 million for the same period
in 1995. The decrease from 1995 reflected a substantial reduction in trade
receivables outstanding at the beginning of the year as a result of the
disposition of Cleo. Cleo historically comprised the largest percentage of
the Company's trade receivables at the beginning of the year. The
significantly lower increase in inventory levels from the prior year also
reflects the change from the previously necessary substantial build up of
inventory for Cleo's Christmas season. The decline in other current
liabilities reflects payments to customers under contracts, principally
negotiated in 1994 and 1995 and fewer new conracts in 1996.
PAGE
<PAGE>
Cash provided by investing activities in 1996 was $19.9 million compared to
cash used in investing activities of $3.9 million in 1995. Capital
expenditures for the full 1996 fiscal year are expected to be comparable to
1995.
Cash used in financing activities for the three months ended March 31, 1996
was $19.2 million compared to $95.9 million in 1995. The decrease reflects
the repayment of lower short-term borrowing levels outstanding at December 31,
1995 compared to December 31, 1994.
On April 26, 1996, the Company entered into a $40.0 million, 364-day revolving
bank credit line that will be utilized for working capital purposes. This
credit line replaces the agreement that expired on April 26, 1996.
Management believes that its cash flow from operations and credit sources will
provide adequate funds, both on a short-term and on a long-term basis, for
currently foreseeable debt payments, lease commitments and payments under
existing customer agreements, as well as for financing existing operations,
currently projected capital expenditures, anticipated long-term sales
agreements consistent with industry trends and other contingencies. (See Note
8 of Notes to Condensed Consolidated Financial Statements)
With the sale of Cleo, the Company anticipates significantly lower short-term
borrowing requirements in 1996 compared with the Company's historical levels.
Capital expenditures for 1996 are expected to be consistent with historical
trends for the remaining operating units. The note receivable outstanding at
December 31, 1995 received in connection with the sale of Cleo was collected
on January 29, 1996 and short-term debt at December 31, 1995 was repaid by
mid-January utilizing cash flow from operations and proceeds from the sale of
Cleo.
Except for the historical information contained herein, the matters discussed
in this report are forward-looking statements which involve risks and
uncertainties, including but not limited to economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices.
PAGE
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
The information presented in Note 8 of Notes to Condensed Consolidated
Financial Statements (Part I. Item 1.) is incorporated by reference in
response to this Item.
Item 2. Changes In Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27 Financial Data Schedule (contained in EDGAR filing
only).
b) Reports on Form 8-K Form 8-K filed February 15, 1996 (Date of Report:
February 19, 1996) announcing the Company's
decision to remain independent and to seek a new
Chairman and Chief Executive Officer
(Items 5 and 7).
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Gibson
Greetings, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GIBSON GREETINGS, INC.
Date May 14, 1996
By:/s/ William L. Flaherty
------------------------
William L. Flaherty
Senior Vice President-Finance
Principal Financial
and Accounting Officer
PAGE
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 48910
<SECURITIES> 0
<RECEIVABLES> 84320
<ALLOWANCES> 51851
<INVENTORY> 69012
<CURRENT-ASSETS> 205964
<PP&E> 173504
<DEPRECIATION> 83931
<TOTAL-ASSETS> 410527
<CURRENT-LIABILITIES> 88908
<BONDS> 0
<COMMON> 166
0
0
<OTHER-SE> 235655
<TOTAL-LIABILITY-AND-EQUITY> 410527
<SALES> 97779
<TOTAL-REVENUES> 97779
<CGS> 34338
<TOTAL-COSTS> 86545
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2147
<INCOME-PRETAX> 9745
<INCOME-TAX> 4149
<INCOME-CONTINUING> 5596
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5596
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
</TABLE>
