<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
X OF THE SECURITIES EXCHANGE ACT OF 1934
- --------
For quarterly period ended August 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 1-8501
HARTMARX CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3217140
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
101 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
---------------------- -----
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code 312/372-6300
------------
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
------- -------
At September 30, 1995, there were 32,726,049 shares of the Company's common
stock outstanding.
<PAGE>
HARTMARX CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Earnings for the
three months and nine months ended August 31, 1995
and August 31, 1994. 3
Consolidated Balance Sheet as of August 31, 1995,
November 30, 1994 and August 31, 1994. 4
Condensed Consolidated Statement of Cash Flows
for the nine months ended August 31, 1995 and
August 31, 1994. 6
Notes to Consolidated Financial Statements. 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARTMARX CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(000'S OMITTED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
August 31, August 31,
-------------------- ------------------
1995 1994 1995 1994
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Net sales $166,659 $177,358 $450,971 $463,980
Licensing and other income 1,551 1,857 4,198 4,999
-------- -------- -------- --------
168,210 179,215 455,169 468,979
-------- -------- -------- --------
Cost of goods sold 127,456 133,334 341,892 348,968
Selling, general and administrative expenses 32,429 35,953 99,456 105,803
-------- -------- -------- --------
159,885 169,287 441,348 454,771
-------- -------- -------- --------
Earnings before interest, taxes,
discontinued operation and
extraordinary charge 8,325 9,928 13,821 14,208
Interest expense 4,875 5,270 15,019 15,732
-------- -------- -------- --------
Earnings (loss) before taxes, discontinued
operation and extraordinary charge 3,450 4,658 (1,198) (1,524)
Tax benefit (provision) (1,275) (177) 441 88
-------- -------- -------- --------
Earnings (loss) before discontinued
operation and extraordinary charge 2,175 4,481 (757) (1,436)
-------- -------- -------- --------
Discontinued operation:
Operating earnings (loss),
net of tax benefit - (966) (183) 1,111
Loss on disposition,
net of $.4 million tax benefit - - (18,100) -
-------- -------- -------- --------
- (966) (18,283) 1,111
-------- -------- -------- --------
Net earnings (loss) before
extraordinary charge 2,175 3,515 (19,040) (325)
Extraordinary charge, net of tax benefit - - - (3,862)
-------- -------- -------- --------
Net earnings (loss) $ 2,175 $ 3,515 $(19,040) $ (4,187)
======== ======== ======== ========
Earnings (loss) per share:
Continuing operations $ .07 $ .14 $ (.02) $ (.04)
Discontinued operation - $ (.03) $ (.56) $ .03
-------- -------- -------- --------
Before extraordinary charge $ .07 $ .11 $ (.58) $ (.01)
======== ======== ======== ========
After extraordinary charge $ .07 $ .11 $ (.58) $ (.13)
======== ======== ======== ========
Dividends per common share $ - $ - $ - $ -
======== ======== ======== ========
Average number of common shares
and common share equivalents 32,679 32,381 32,598 32,176
======== ======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
3
<PAGE>
HARTMARX CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
(000'S OMITTED)
<TABLE>
<CAPTION>
Aug. 31, Nov. 30, Aug. 31,
1995 1994 1994
-------- -------- --------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,423 $ 2,823 $ 2,153
Accounts receivable, less allowance
of $7,611, $7,368 and $9,367
for doubtful accounts 147,458 114,597 151,019
Inventories 143,445 183,347 170,688
Prepaid expenses 6,054 6,672 14,987
Recoverable and deferred income taxes 5,777 4,998 6,519
-------- -------- --------
Total current assets 304,157 312,437 345,366
-------- -------- --------
OTHER ASSETS 21,231 16,403 16,238
-------- -------- --------
DEFERRED INCOME TAXES 11,817 11,817 -
-------- -------- --------
PROPERTIES
Land 2,610 3,877 3,871
Buildings and building improvements 46,510 58,498 58,274
Furniture, fixtures and equipment 96,567 112,850 111,925
Leasehold improvements 19,767 27,964 28,656
-------- -------- --------
165,454 203,189 202,726
Accumulated depreciation and
amortization (123,975) (151,646) (151,240)
-------- -------- --------
Net properties 41,479 51,543 51,486
-------- -------- --------
TOTAL ASSETS $378,684 $392,200 $413,090
======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
4
<PAGE>
HARTMARX CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(000'S OMITTED)
<TABLE>
<CAPTION>
Aug. 31, Nov. 30, Aug. 31,
1995 1994 1994
-------- -------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes payable $20,000 $20,000 $20,000
Current maturities of long term debt 578 699 695
Accounts payable and accrued expenses 60,887 76,049 68,651
-------- -------- --------
Total current liabilities 81,465 96,748 89,346
-------- -------- --------
LONG TERM DEBT, less current maturities
Notes payable 68,321 46,900 96,300
10 7/8% Senior Subordinated Notes, net 99,449 99,383 99,362
Industrial development bonds 17,515 20,352 20,400
Other debt, extending to 2003 266 450 558
-------- -------- --------
Total long term debt 185,551 167,085 216,620
-------- -------- --------
SHAREHOLDERS' EQUITY
Preferred shares, $1 par value;
2,500,000 authorized and unissued - - -
Common shares, $2.50 par value;
authorized 75,000,000; issued
32,713,149 in August 1995,
32,477,800 in November 1994 and
32,377,187 in August 1994 81,782 81,194 80,943
Capital surplus 76,643 76,063 75,798
Retained earnings (deficit) (36,271) (17,231) (37,566)
Unearned employee benefits (10,486) (11,659) (12,051)
-------- -------- --------
Total shareholders' equity 111,668 128,367 107,124
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $378,684 $392,200 $413,090
======== ======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
5
<PAGE>
HARTMARX CORPORATION
CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
(000'S OMITTED)
<TABLE>
<CAPTION>
Nine Months Ended Aug. 31,
--------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1995 1994
--------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss, including discontinued operation
and extraordinary charge $(19,040) $ (4,187)
Reconciling items to adjust net income to
net cash provided by (used in) operating activities:
Depreciation and amortization 7,810 10,444
Changes in:
Receivables, inventories and prepaids (24,825) (8,359)
Other assets (4,430) (2,635)
Accounts payable and accrued expenses (6,893) 3,983
Taxes on earnings (779) 203
Loss on sale of discontinued operation 18,100 -
Cash provided by discontinued operation 446 -
Extraordinary charge - 3,862
-------- ---------
Net cash provided by (used in) operating activities (29,611) 3,311
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received re: sale of subsidiary,
net of subsidiary cash 12,000 -
Capital expenditures (5,776) (4,114)
Cash paid for acquisition (1,205) -
-------- ---------
Net cash provided by (used in) investing activities 5,019 (4,114)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of 10 7/8% Sr. Sub. Notes, net - 96,572
Proceeds from issuance of Credit Facility, net - 132,727
Payment of borrowings under Override Agreement - (235,999)
Increase in notes payable 21,421 6,380
Decrease in other long term debt (516) (545)
Proceeds from other equity transactions 2,341 2,314
-------- ---------
Net cash provided by financing activities 23,246 1,449
-------- ---------
Net increase (decrease) in cash and cash equivalents (1,346) 646
Cash and cash equivalents at beginning of period 2,769 1,507
-------- ---------
Cash and cash equivalents at end of period $ 1,423 $ 2,153
======== =========
SUPPLEMENTAL CASH FLOW INFORMATION
Net cash paid (received) during period for:
Interest expense $ 17,100 $ 13,900
Income taxes 300 (100)
</TABLE>
(See accompanying notes to consolidated financial statements)
6
<PAGE>
HARTMARX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
The accompanying financial statements are unaudited but, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations and
financial position for the applicable period. Results of operations for any
interim period are not necessarily indicative of results for any other periods
or for the full year. These interim financial statements should be read in
conjunction with the financial statements and related notes contained in the
Annual Report on Form 10-K for the year ended November 30, 1994. Certain prior
year amounts have been reclassified to conform to the presentation in the
current period. As further described in Note 2, the results of operations
relating to Kuppenheimer have been reported as a discontinued operation.
Effective December 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 112 ("FAS 112"), Employers' Accounting for
Postemployment Benefits. This statement requires the recognition of obligations
related to benefits provided by an employer to former or inactive employees
after employment but before retirement. As the Company's accounting practices
were substantially consistent with the provisions of FAS 112, adoption did not
impact either financial condition or results of operations.
NOTE 2
On July 27, 1995, the Company completed the sale of the capital stock of
Kuppenheimer, its vertically integrated factory "direct-to-consumer" business.
Under the terms of the Agreement, the Company received $12.0 million cash at
closing, subject to defined adjustments based on actual working capital at the
closing date and will receive an additional $2.0 million plus interest payable
over the next four years. In connection with the Company's ongoing guaranty of
a $2.5 million industrial development bond retained by Kuppenheimer, the
purchaser has issued a separate $2.5 million note for the purchase of associated
real estate secured by a first mortgage on that property. Kuppenheimer's
operating results, net of tax benefit, have been classified as a discontinued
operation in the accompanying Consolidated Statement of Earnings for the period
ended August 31, 1995, and comparable amounts relating to prior periods have
been reclassified. Discontinued operation also reflects a loss on disposition
of $18.1 million, net of tax benefit, representing the loss on the sale of
stock,
7
<PAGE>
expenses directly related to the disposition and operating losses from the
measurement date to the disposition date.
NOTE 3
The calculation of earnings (loss) per share for each period is computed based
on the weighted average number of common shares outstanding. When dilutive,
stock options and warrants are included as share equivalents using the treasury
stock method. The warrant to purchase 1,649,600 shares of common stock of the
Company at an exercise price of $6.50 per share was not exercised prior to its
expiration on September 20, 1995. None of the 2,500,000 authorized preferred
shares for Hartmarx Corporation have been issued.
NOTE 4
On March 23, 1994, the Company issued $100 million principal amount of 10 7/8%
Senior Subordinated Notes due January 15, 2002 ("Notes") in a public offering,
and also entered into a three year financing agreement ("Credit Facility") with
a group of lenders providing for maximum borrowings of $175 million secured by
eligible inventories, accounts receivable and the intangibles of the Company and
its subsidiaries. Proceeds from these two transactions were utilized to repay
$236 million of borrowings then outstanding related to the Company's principal
lending facility then in effect. The prior facility was terminated upon
completion of the Notes and Credit Facility transactions. The current financing
agreements contain various restrictive covenants pertaining to minimum net
worth, payment of dividends, additional debt incurrence, capital expenditures,
asset sales, operating leases, and ratios relating to minimum accounts payable
to inventory, maximum funded debt to EBITDA and minimum fixed charge coverage,
as well as other customary covenants, representations and warranties, funding
conditions and events of default. The Company was in compliance with all
covenants under these agreements. The Credit Facility was amended on July 6,
1995, which, among other things, resulted in lowering the effective borrowing
rate by at least 100 basis points, reducing various fees and administrative
charges, and extending the term through July 5, 2000.
8
<PAGE>
NOTE 5
Inventories at each date consisted of (000's omitted):
<TABLE>
<CAPTION>
Aug. 31, Nov. 30, Aug. 31,
1995 1994 1994
-------- -------- --------
<S> <C> <C> <C>
Raw materials $ 35,169 $ 42,296 $ 41,513
Work-in-process 21,626 29,015 26,326
Finished goods 86,650 112,036 102,849
-------- -------- --------
$143,445 $183,347 $170,688
======== ======== ========
</TABLE>
Inventories are stated at the lower of cost or market. Approximately 42%, 40%
and 34% of the Company's total inventories, primarily work-in-process and
finished goods, are valued using the last-in, first-out (LIFO) method at August
31, 1995, November 30, 1994 and August 31, 1994, respectively. The first-in,
first-out (FIFO) method is used for substantially all raw materials and the
remaining inventories.
9
<PAGE>
HARTMARX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As described in Note 2 in the accompanying Notes to Consolidated Financial
Statements, the capital stock of Kuppenheimer, the Company's former vertically
integrated factory "direct-to-consumer" business, was sold on July 27, 1995.
The disposition of Kuppenheimer has been accounted for as a discontinued
operation. Accordingly, Kuppenheimer's results of operations through the
measurement date, along with the loss on disposition, are reflected as a
discontinued operation in the accompanying Consolidated Statement of Earnings
and Kuppenheimer's results of operations for the prior periods have been
reclassified as a discontinued operation. The August 31, 1995 Consolidated
Balance Sheet does not include any assets or liabilities related to
Kuppenheimer; as the prior periods balance sheets have not been restated, the
significant decreases reflected for inventories, properties and accounts
payable/accrued expenses are accordingly attributable to the Kuppenheimer
disposition. Proceeds from the $12 million cash received at closing were used
to reduce debt.
LIQUIDITY AND CAPITAL RESOURCES
November 30, 1994 to August 31, 1995
- ------------------------------------
Since November 30, 1994, net accounts receivable increased $32.9 million or
28.7% to $147.5 million, reflecting the normal seasonal fluctuations in the
Men's Apparel Group. Inventories of $143.4 million declined $39.9 million or
21.8%, principally due to the disposition of Kuppenheimer and by seasonal
decreases in the Men's Apparel Group. Other assets increased $4.8 million,
principally attributable to amounts due relating to the disposition of
Kuppenheimer and the acquisition of a Mexican slack manufacturer. Net
properties decreased $10.1 million to $41.5 million reflecting the disposition
of Kuppenheimer and depreciation exceeding additions; for fiscal 1995,
depreciation expense is expected to exceed capital expenditures by approximately
$1 million. Accounts payable and accrued expenses declined $15.2 million,
principally from the disposition of Kuppenheimer. Total debt of $206.1 million
(which excludes the $2.5 million industrial development bond assumed by
Kuppenheimer) increased $18.3 million and represented 64.9% of total
capitalization compared to 59.4% at
10
<PAGE>
November 30, 1994. The Company's normal seasonality results in a higher debt
capitalization ratio at August 31 compared to November 30, when borrowings are
lower.
August 31, 1994 to August 31, 1995
- ----------------------------------
Net accounts receivable declined $3.6 million or 2.4% to $147.5 million,
principally attributable to the lower sales, partially offset by a slightly
slower collection of receivables. The allowance for doubtful accounts decreased
$1.8 million to $7.6 million and represented 4.9% and 5.8% of gross receivables
in 1995 and 1994, respectively, reflecting the write off during the fourth
quarter of 1994 of receivables previously reserved associated with the 1992
Restructuring. Inventories of $143.4 million declined $27.2 million or 16.0%,
attributable to the disposition of Kuppenheimer; inventory turn was unchanged
from the prior year. Men's Apparel Group inventories increased slightly, while
women's inventories declined from marketing fewer wholesale product lines
compared to the prior year. Prepaid expenses of $6.1 million declined $8.9
million, principally attributable to converting several workers compensation
cash deposits to letter of credit arrangements and the timing of payment of
insurance related items. Other assets increased $5.0 million, principally
attributable to amounts due relating to the disposition of Kuppenheimer and the
acquisition of a Mexican slack manufacturer. Net properties of $41.5 million
declined $10.0 million, primarily attributable to the disposition of
Kuppenheimer; depreciation expense also exceeded capital additions. Accounts
payable and accrued expenses declined $7.8 million, principally attributable to
the disposition of Kuppenheimer. Total debt of $206.1 million (which excludes
the $2.5 million industrial development bond assumed by Kuppenheimer) decreased
$31.2 million and represented 64.9% of total capitalization compared to 68.9%
last year. The improved percentage this year primarily reflected the repayment
of debt from working capital reductions.
RESULTS OF OPERATIONS
Third Quarter 1995 Compared to Third Quarter 1994
- -------------------------------------------------
Third quarter consolidated sales for continuing operations of $166.7 million
declined $10.7 million or 6.0% from $177.4 million in 1994, principally due to a
weak retail environment generally and inventory liquidations by several of the
Company's competitors operating in bankruptcy. Men's Apparel Group sales
declined approximately 6% from 1994, principally attributable to the moderately
priced branded and private label product lines and lower in-stock sales of
11
<PAGE>
slacks. Revenues at the higher end of the price spectrum, represented by the
Hickey-Freeman and Bobby Jones brands, increased in both the third quarter and
year-to-date. Sales in the women's businesses, which comprised approximately 7%
of consolidated sales in each year, declined approximately $1 million.
The consolidated gross margin percentage to sales was 23.5% compared to 24.8%
last year, principally reflecting lower gross margin rates in the moderately
priced branded and private label tailored clothing and slack segments, along
with a higher LIFO provision. Consolidated selling, general and
administrative expenses declined $3.5 million to $32.4 million and represented
19.5% of sales compared to 20.3% last year. Earnings before interest, taxes and
depreciation ("EBITDA") for continuing operations were $10.5 million in 1995
compared to $12.3 million in 1994. Earnings before interest expense and taxes
("EBIT") for continuing operations were $8.3 million in 1995 compared to $9.9
million last year. Interest expense declined $.4 million to $4.9 million,
attributable to lower average borrowings and lower rates under the amended
Credit Facility; interest expense included amortization of financing fees of $.3
million in 1995 and $.4 million in 1994.
Pre-tax earnings from continuing operations was $3.5 million in 1995 compared to
$4.7 million in 1994. After reflecting a federal and state tax provision of
$1.3 million in 1995 and a state provision of $.2 million in 1994, consolidated
earnings for 1995 were $2.2 million or $.07 per share compared to $4.5 million
or $.14 per share in 1994. The discontinued operation in 1994 consisted of the
$1.0 million operating loss of Kuppenheimer.
Nine Months 1995 Compared to Nine Months 1994
- ---------------------------------------------
Consolidated sales for the nine months for continuing operations were $451.0
million compared to $464.0 million in 1994. Men's Apparel Group sales declined
about 2%, attributable to the moderately priced branded and private label
product lines, as the higher price point brands, such as Hickey-Freeman and
Bobby Jones, achieved increases. Sales in the women's businesses, comprising
approximately 8% of total sales in each year, declined $3.7 million, reflecting
the discontinuance of several unprofitable wholesale lines during 1994 and a
soft market in the Barrie Pace catalog business.
The consolidated gross margin percentage to sales was 24.2% compared to 24.8%.
The Men's Apparel Group gross margin rate was lower, reflecting industry wide
conditions and most significantly affecting the moderately priced product
categories. It is anticipated that the gross margin pressure experienced in
these categories and the resulting adverse effect on earnings will continue for
12
<PAGE>
the balance of fiscal 1995, at a minimum. Gross margins in the women's
businesses improved, attributable to International Women's Apparel which was
adversely affected last year by markdowns and losses associated with
discontinuing unprofitable wholesale product lines. The provision for LIFO was
$.9 million higher in 1995, which lowered the consolidated gross margin
percentage by .2% compared to 1994; the effect of LIFO on comparative gross
margins is expected to be more significant for the full year due to LIFO income
generated in 1994 from inventory reductions in the fourth quarter which are not
expected to recur in 1995. Selling, general and administrative expenses
declined $6.3 million to $99.5 million and represented 22.1% of sales compared
to 22.8% last year. The lower percentage to sales reflected a decrease in
operating expenses at the Men's Apparel Group, both in dollars and as a
percentage to sales. Expenses in the women's businesses also declined, despite
higher postage and paper costs affecting the Barrie Pace catalog operation; the
expense to sales percentage was unchanged from the prior year. EBITDA for
continuing operations was $20.5 million compared to $21.2 million last year and
EBIT was $13.8 million in 1995 compared to $14.2 million in 1994. Both EBITDA
and EBIT for 1995 were unfavorably impacted by a non-recurring $3.7 million
charge related to the settlement of 1992 licensing program disputes, partially
offset by a $2.8 million gain on the sale of a former production site, which
together adversely affected the current year expense to sales ratio by .2%.
Interest expense declined $.7 million to $15.0 million, primarily attributable
to lower average borrowings; interest expense included amortization of financing
fees of $1.1 million in 1995 and $1.4 million in 1994.
The pre-tax loss from continuing operations of $1.2 million was slightly
favorable to the loss of $1.5 million in 1994. After reflecting a federal and
state tax benefit of $.4 million in 1995 and a state tax benefit of $.1 million
in 1994, the consolidated loss for 1995 before discontinued operation and
extraordinary charge was $.8 million or $.02 per share compared to a loss of
$1.4 million or $.04 per share in 1994. The discontinued operation in 1995
consisted of an operating loss of $.2 million, net of tax benefit of $.1
million, plus the loss on disposition of $18.1 million. The net loss after
discontinued operation and the extraordinary charge was $19.0 million or $.58
per share in 1995 compared to $4.2 million or $.13 per share in 1994.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedules
(b) A Form 8-K was filed August 11, 1995 announcing completion of the sale
of Kuppenheimer Manufacturing Company, Inc. to Kupp Acquisition Corp.
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.
HARTMARX CORPORATION
October 13, 1995 By: /s/ GLENN R. MORGAN
----------------------------
Glenn R. Morgan
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Consolidated Statement of Earnings and the Consolidated Balance Sheet and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> AUG-31-1995
<CASH> 1,423
<SECURITIES> 0
<RECEIVABLES> 147,458
<ALLOWANCES> (7,611)
<INVENTORY> 143,445
<CURRENT-ASSETS> 304,157
<PP&E> 165,454
<DEPRECIATION> (123,975)
<TOTAL-ASSETS> 378,684
<CURRENT-LIABILITIES> 81,465
<BONDS> 185,551
<COMMON> 81,782
0
0
<OTHER-SE> 29,886
<TOTAL-LIABILITY-AND-EQUITY> 378,684
<SALES> 450,971
<TOTAL-REVENUES> 455,169
<CGS> 341,892
<TOTAL-COSTS> 441,348
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,019
<INCOME-PRETAX> (1,198)
<INCOME-TAX> 441
<INCOME-CONTINUING> (757)
<DISCONTINUED> (18,283)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,040)
<EPS-PRIMARY> (0.58)
<EPS-DILUTED> (0.58)
</TABLE>
