<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended January 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 1-4288
NORTHWESTERN STEEL AND WIRE COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-1562920
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 Wallace Street, Sterling, Illinois 61081
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 815/625-2500
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 of common stock outstanding as of March 11, 1996:
Common Stock 24,882,662 shares
(includes 420,144 treasury shares)
Page 1 of 12
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item I. Fnancial Statements
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars except share data)
<TABLE>
<CAPTION>
January 31, July 31,
1996 1995
------------ -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS ASSETS
Cash and cash equivalents $ 1,410 $ 14,275
Receivables, less allowance of $1,000 54,894 58,878
Deferred income taxes 15,344 15,344
Other assets 5,212 6,971
-------- ---------
76,860 95,468
-------- ---------
Inventories, at lower of cost or market:
Finished products 40,680 34,831
Semi-finished products 44,690 33,839
Raw materials and supplies 28,276 21,907
-------- ---------
113,646 90,577
-------- ---------
Total current assets 190,506 186,045
-------- --------
PLANT AND EQUIPMENT, at cost 395,569 371,029
Accumulated depreciation 153,311 141,321
-------- --------
Net plant and equipment 242,258 229,708
-------- ---------
DEFERRED FINANCING COSTS 5,044 5,655
-------- ---------
Total assets $ 437,808 $ 421,408
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 62,226 $ 66,441
Accrued expenses 21,137 23,810
Current portion of long term debt 8,242 6,390
Total current liabilities -------- ---------
91,605 96,641
LONG TERM DEBT 175,265 162,110
DEFERRED EMPLOYEE BENEFIT OBLIGATIONS 75,949 75,042
DEFERRED INCOME TAXES 4,744 4,744
-------- ---------
Total liabilities 347,563 338,537
-------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, par value $.01 per share; outstanding
24,858,842 and 24,809,842 shares, respectively 123,797 123,609
Retained (deficit) earnings (18,535) (25,721)
Minimum pension liability (9,693) (9,693)
Treasury shares, at cost; 420,144 shares of common stock (5,324) (5,324)
-------- ---------
Total shareholders' equity 90,245 82,871
-------- ---------
Total liabilities and shareholders' equity $ 437,808 $ 421,408
========= =========
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-2-
<PAGE> 3
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
---------------------------------- ----------------------------------
1996 1995 1996 1995
(Unaudited)
(in thousands of dollars except per share data and tonnage data)
<S> <C> <C> <C> <C>
Net sales $ 149,175 $ 145,818 $ 310,087 $ 299,364
----------- ----------- ------------ ------------
Cost and operating expenses:
Cost of goods sold (excluding depreciation) 132,217 128,875 273,405 263,225
Depreciation 6,123 5,730 11,990 11,351
Selling and administrative 2,746 2,868 5,392 5,668
----------- ----------- ------------ ------------
Total cost and operating expenses 141,086 137,473 290,787 280,244
----------- ----------- ------------ ------------
Operatinhg profit 8,089 8,345 19,300 19,120
----------- ----------- ------------ ------------
Other income and expenses:
Interest expense 4,538 4,923 9,083 9,680
Interest and other income (23) (21) (45) (89)
----------- ----------- ------------ ------------
Total other income and expenses 4,515 4,902 9,038 9,591
----------- ----------- ------------ ------------
Income before income taxes 3,574 3,443 10,262 9,529
Provision for income taxes 1,070 1,228 3,076 3,053
----------- ----------- ------------ ------------
Net income $ 2,504 $ 2,215 $ 7,186 $ 6,476
=========== =========== ============ ============
Net income per share $ 0.10 $ 0.09 $ 0.29 $ 0.26
=========== =========== ============ ===========
Net tons shipped 376,242 388,257 774,730 803,932
=========== =========== ============ ============
The accompanying notes are an integral part
of the unaudited consolidated financial statements
</TABLE>
-3-
<PAGE> 4
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months Ended
January 31,
-----------------------------------
1996 1995
------------ ------------
(Unaudited)
(In thousands of dollars)
<S> <C> <C>
Cash Flow From Operations:
Net income $ 7,186 $ 6,476
Depreciation 11,990 11,351
Amortization of deferred financing costs and debt discount 1,140 1,065
Amortization of organizational and pre-operating costs - 561
Decrease in receivables 3,984 6,190
Increase in inventories (23,069) (17,145)
Decrease (increase) in other current assets 1,759 (413)
Increase in deferred employee benefits 907 825
Decrease in accounts payable and accrued expenses (6,888) (14,753)
-------- --------
Net cash used in operations (2,991) (5,843)
-------- --------
Cash Flows From Investing Activities:
Capital expenditures (24,540) (15,356)
-------- --------
Net cash used in investing activities (24,540) (15,356)
-------- --------
Cash Flows From Financing Activities:
Payment of long term debt and repayment on revolver loans (96,522) (38,593)
Borrowings under long term debt and revolver loans 111,000 55,700
Exercise of stock options 188 383
-------- --------
Net cash provided by financing activities 14,666 17,490
-------- --------
Decrease in cash and cash equivalents (12,865) (3,709)
Cash and Cash Equivalents:
Beginning of period 14,275 12,817
-------- --------
End of period $ 1,410 $ 9,108
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period For:
Interest $ 8,695 $ 8,628
Income taxes 2,500 2,800
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-4-
<PAGE> 5
NORTHWESTERN STEEL AND WIRE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) COMPANY STRUCTURE
The consolidated financial statements include accounts of the Company
and its wholly-owned subsidiaries. The Company has three wholly-owned
subsidiaries: (i) Northwestern Steel and Wire Company, a Texas corporation
("NWSW - Texas"), which operates the Company's Houston rolling and finishing
mill; (ii) Northwestern Steel and Wire Company - Kentucky, a Delaware
corporation ("NWSW - Kentucky"), which has been established to operate a
concrete reinforcing mesh facility; and (iii) Northwestern Steel and Wire
Company, a Delaware corporation ("NWSW - Delaware"), which provides
administrative services to the Company and its subsidiaries for which it
receives payment from the Company. All significant intercompany accounts and
transactions have been eliminated. The Company operates in one business
segment, producing steel and steel products.
(2) INTERIM ACCOUNTING POLICIES
The consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations; however, the Company believes
that the disclosures are adequate to make the information included herein not
misleading. The consolidated financial statements included herein should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1995.
In the opinion of management, the unaudited consolidated financial
statements of the Company included herein contain all adjustments, consisting
of normal recurring adjustments, necessary to present fairly the financial
position of the Company as of January 31, 1996, and the results of operations
and cash flows for the three month and six month periods ended January 31, 1996
and 1995. The results of operations for such interim periods are not
necessarily indicative of the results for the full year. The balance sheet as
of July 31, 1995 has been derived from the Company's audited historical
financial statements.
(3) NET INCOME PER SHARE
Per share amounts, as presented on the Consolidated Statements of
Income, are based on the average shares outstanding of 25,209,497 and
25,029,937 for the three months and six months ended January 31, 1996 and 1995,
respectively. The average shares outstanding for each period include the
dilutive impact of options issued pursuant to the 1992 Management Stock Option
Plan and the Employee Stock Purchase and Option Plan.
5
<PAGE> 6
(4) DEBT AND CREDIT ARRANGEMENTS
Long-term debt at January 31, 1996, consisted of the following:
<TABLE>
<CAPTION>
Principal Interest
Amount Rate
------ ----
(In Thousands)
<S> <C> <C>
Amended and Restated Credit Agreement
Rollover Term Loan $ 38,764 13.1%
Revolver Loan 18,700 10.5%
Deferred Financing Fee 8,152 9.3%
9.5% Senior Notes due 2001,
Net of Discount 114,468 9.5%
Other notes payable 3,423 3.0% & 7.75%
-------
183,507
Less current portion ( 8,242)
-------
$ 175,265
=======
</TABLE>
Chemical Bank and certain other lenders provided financing (as so
amended, the "Senior Credit Facility") to the Company in the form of four
facilities, two of which remain: (i) a rollover term loan in the amount of $50
million and (ii) a revolving credit loan providing available borrowings up to
$65 million. The revolving credit loan has a final maturity on May 9, 1997,
but may be renewed on an annual basis thereafter with the unanimous approval of
Chemical Bank and any other participating lenders. The interest rates
indicated above are as of January 31, 1996.
The Senior Credit Facility contains various covenants, including
covenants prohibiting or limiting the incurrence of additional indebtedness,
the granting of liens or guarantees, sales of assets, and capital expenditures,
as well as financial covenants requiring maintenance of a specified current
ratio, a consolidated interest expense coverage ratio, a fixed charge coverage
ratio and a leverage ratio.
The rollover term loan is required to be repaid in quarterly
installments beginning October 31, 1995, with final maturity on April 30, 1999.
The Senior Credit Facility provides that the rollover term loan bears interest
at a fixed annual rate of 13.07%, provided that, through July 31, 1994,
interest on the term loan was required to be paid at a floating annual rate
equal to the Alternate Base Rate (as defined in the Senior Credit Facility)
plus 1.5% and, provided further, that the difference between interest accrued
at the fixed annual rate of 13.07% and interest paid as described above was
deferred monthly in arrears and added to the principal of the rollover term
loan. Such deferred interest bears interest which is required to be paid
monthly in arrears at a floating rate equal to the Alternate Base Rate plus
1.5%, and the deferred interest added to principal is required to be paid in
full on the date of the final installment of principal of the rollover term
loan. The Company is also required to prepay the rollover term loan, to the
extent of excess cash flow on an annual basis (as defined in the Senior Credit
Facility).
6
<PAGE> 7
The loans under the Senior Credit Facility are collateralized by a
lien on substantially all of the Company's and its subsidiaries' assets and all
loans are cross-collateralized. The revolving credit loan under the Senior
Credit Facility will be available to the extent that the Company satisfies
certain borrowing base criteria. At January 31, 1996 additional borrowings of
approximately $44.0 million under the revolving credit facility were available
to the Company.
In connection with the Senior Credit Facility, the Company had
previously agreed to pay Chemical Bank a fee of $5 million, which was to be
deferred until the Company's Houston, Texas facility began to earn revenue (as
described) and which would be payable thereafter in accordance with a formula.
As a result of an amendment to the Senior Credit Facility in September 1991,
the terms of the $5 million fee were modified to provide that the entire fee
became due and payable immediately, but that Chemical Bank would defer payment
until the principal amount of all loans under the Senior Credit Facility has
been paid in full. The deferred fee bears interest at the adjusted LIBOR for
the interest period then in effect plus 4% compounded monthly, with the payment
of interest also being deferred until such principal amount has been paid in
full.
Pursuant to the Senior Credit Facility, Chemical Bank receives a
$200,000 annual administration fee and the lenders receive a quarterly
commitment fee of 1/2% per annum based on the average unused amount of the
commitment of the lenders under the Senior Credit Facility.
In consideration for the September 1991 amendment to the Senior Credit
Facility, the Company agreed to pay Chemical Bank approximately $238,000 which
is deferred until the principal amount of all loans under the Senior Credit
Facility has been paid in full.
At January 31, 1996, $114,468,000 (net of unamortized discount of
$532,000) of Senior Notes were outstanding. The Senior Notes earn interest at
the rate of 9.5% per annum, payable semi-annually on June 15 and December 15.
The Company will be required to redeem on June 15, 2001, the aggregate
principal amount of the Senior Notes plus accrued and unpaid interest. The
Senior Notes may not be redeemed prior to June 15, 1997. On or after June 15,
1997, the Company may, at its option, redeem the Senior Notes in whole or in
part at a premium plus accrued and unpaid interest. On or after June 15, 1999,
the Company may redeem in whole or in part the Senior Notes at the aggregate
principal amount plus accrued and unpaid interest.
The Senior Notes are unsecured obligations of the Company. They will
be senior to all subordinated indebtedness of the Company and rank pari passu
with all other existing and future senior indebtedness of the Company. Upon
the occurrence of a change in control (as defined), the holders will have the
option to cause the Company to repurchase all or a portion of the outstanding
Senior Notes at 101% of the principal amount.
The Senior Notes contain certain restrictive covenants that, among
other things, will limit the ability of the Company to incur additional
indebtedness, create liens, issue preferred stock of
7
<PAGE> 8
subsidiaries, pay dividends, repurchase capital stock, make certain other
restricted payments, engage in transactions with affiliates, sell assets,
engage in sale and leaseback transactions and engage in mergers and
consolidation.
(5) INCOME TAX
The Company estimates that annual income taxes will be incurred, thus
the allocation of income tax to interim periods is required. The Company
recorded an income tax provision by estimating the annual effective income tax
rate and applied that rate to pretax income.
The effective income tax rate for the Company varies from the Federal
statutory tax rate due to permanent differences and the estimated realization
of net operating loss carryforwards.
(6) COMMITMENTS AND CONTINGENCIES
At January 31, 1996, the Company had commitments for capital
expenditures of approximately $17,400,000. The major expenditures committed
include approximately $3,500,000 for new concrete reinforcing mesh production
equipment and $3,300,000 for new raw material handling equipment.
There are various claims and legal proceedings arising in the normal
course of business pending against or involving the Company wherein monetary
damages are sought. These claims and proceedings are gernerally covered by
insurance. A lawsuit has been filed by the Company's umbrella insurance
carrier seeking a declaration that such insurer is not liable for claims in
excess of one of the Company's primary insurance policies, which policy insures
against liability for injuries suffered by employees from May 1, 1992 to May 1,
1993 at the Company's Houston facility. Notwithstanding this pending action,
it is management's opinion that it is unlikely that the Company's liability
under all pending claims and proceedings would materially affect its financial
position or results of operations.
8
<PAGE> 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
The following discussion should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations included as Item 7 of Part II of the Company's Annual Report on Form
10-K for the year ended July 31, 1995.
RESULTS OF OPERATIONS
Net sales for the Company were $149.2 million on shipments of 376,242
net tons for the three months ended January 31, 1996, compared to $145.8
million on shipments of 388,257 net tons for the three months ended January 31,
1995. The 2% improvement in sales was achieved in spite of softening demand for
products in the wire, rod, and small structural markets. Higher revenues in
the Company's medium and heavy structural products offset the declines
experienced in the other markets in which the Company operates. Demand remains
strong for medium and heavy structurals, especially wide flange beams, the
Company's largest product line. Pricing in that market has stabilized at
levels higher than a year ago.
Steel shipment (tons) decreased 3% in the three-month period ended
January 31, 1996 compared to the same period ended in the prior year. Volume
decreased approximately 20% in rod, wire and small structural shipments which
principally were offset by increases in the Company's medium and heavy
structural shipments.
For the six-month period ended January 31, 1996, net sales were $310.1
million. This represents an increase of $10.7 million or a 4% improvement
compared to the same period in the prior year. Steel shipments (volume)
decreased from 803,932 net tons for the six months ended January 31, 1995 to
774,730 net tons for the comparable six months in the current fiscal year.
Cost of goods sold, excluding depreciation, as a percentage of net
sales for the three-month period ended January 31, 1996, remained virtually
unchanged at 88.6% compared to 88.4% for the same period in the prior year. For
the six-month period ended January 31, 1996, the cost of goods sold percentage
was 88.2% compared to 87.9% for the comparable six months in the prior fiscal
year. This was achieved despite the increases in scrap and other raw material
costs experienced during fiscal 1996 compared to fiscal 1995. Operating costs
were also impacted by weather-related disruptions, as well as the high level of
capital project activity in the plants, which affected labor and utility costs.
Costs of goods sold as a percentage of sales was maintained through improved
operating rates, increased selling prices and changes in product mix.
9
<PAGE> 10
For the quarter ended January 31, 1996, selling and administrative
expense at $2.7 million decreased slightly compared to $2.9 million for the
three-month period ended January 31, 1995. For the six months ended January
31, 1996, selling and administrative expense decreased to $5.4 million compared
to $5.7 million for the same period in the prior fiscal year.
Interest expense was $4.5 million for the quarter ended January 31,
1996, compared to $4.9 million for the same quarter in the prior fiscal year.
For the six months ended January 31, 1996, interest expense decreased to $9.1
million from $9.7 million for the same period in the prior year. The decrease
in interest expense for the quarter and year to date is primarily due to the
effect of capitalizing interest on major capital projects.
The provision for income taxes was $1.1 million for the three months
ended January 31, 1996 compared to $1.2 million for the three months ended
January 31, 1995. For the six months ended January 31, 1996, the provision for
income tax remains unchanged at $3.1 million compared to the same period in the
prior fiscal year.
For the foregoing reasons, the net income for the three months ended
January 31, 1996 was $2.5 million or $0.10 per share, compared to $2.2 million
or $0.09 per share for the three months ended January 31, 1995, for an
improvement of 13%. For the six-month period ended January 31, 1996, net
income was $7.2 million or $0.29 per share, compared to $6.5 million or $0.26
per share for the same period in the prior year, an increase of approximately
11%.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL. Funds for the Company's operational needs have been provided
from internally generated cash and through utilization of the Senior Credit
Facility. As of January 31, 1996, the Company's consolidated total debt
aggregated approximately $183.5 million (net of unamortized discount on the
Senior Notes), of which approximately $175.3 million was classified as long
term debt. The consolidated debt-to-equity ratio remained unchanged at 2.0:1
as of January 31, 1996 and July 31, 1995. As of January 31, 1996, the Company
had cash on hand of approximately $1.4 million and approximately $44.0 million
available for borrowing under its existing revolving credit facility. The
Company's current ratio improved to 2.1:1 at January 31, 1996 compared to 1.9:1
at July 31, 1995. The Company's increased financial and operating flexibility
has enabled it to better manage inventory levels which, when combined with the
Company's enhanced product line, have enabled it to better serve its customers'
needs.
On a longer term basis, the Company has significant future debt
service obligations. The Company's ability to satisfy these obligations and to
secure adequate capital resources in the future are dependent on its ability to
generate adequate cash flow. The Company expects that its cash flow from
operations, available borrowings and access to the capital markets will be
sufficient to fund future debt service. This will be dependent on its overall
operating performance
10
<PAGE> 11
and be subject to general business, financial and other factors affecting the
Company and the domestic steel industry, certain of which are beyond the
control of the Company.
At January 31, 1996, the Company had commitments for capital
expenditures of approximately $17,400,000. The major expenditures committed
include approximately $3,500,000 for new concrete reinforcing mesh production
equipment and $3,300,000 for new raw material handling equipment.
As reported in the Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1995 in "Item 3, Legal Proceedings," the Company is seeking
a declaratory judgment in the Circuit Court of Cook County, Illinois that
certain provisions of the state's recently amended workers' compensation
regulations are unconstitutional. The effect of the amended regulations is to
require the Company to increase the amount of security posted by the Company
from $200,000 to $8.8 million to maintain the Company's right to self-insure
its workers' compensation obligations. Upon the posting of a $400,000 bond,
the Company obtained a temporary restraining order which effectively restrains
the imposition of this increased security requirement and the ability of the
Illinois Industrial Commission (the "Industrial Commission") to terminate the
Company's self-insurer status, pending further order of the Circuit Court of
Cook County. If the Company is unsuccessful in its challenge to the Industrial
Commission's actions or regulations and is unable to post the required bond,
the Company would be required under the Illinois law to obtain insurance for
its workers' compensation claims. Insurance would be much more expensive than
the Company's self-insurance plan or may be unavailable and obtaining a letter
of credit under the Senior Credit Facility would reduce the Company's borrowing
capacity.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
11
<PAGE> 12
ITEM 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held on January
18, 1996 for the purpose of electing five Directors for the coming year. There
were a total of 20,410,641 shares of Common Stock cast.
<TABLE>
<CAPTION>
Two-Year Term Votes For
------------- ---------
<S> <C>
Warner C. Frazier 19,146,342
James A. Kohlberg 19,122,851
Christopher Lacovara 19,082,662
Albert G. Pastino 19,110,510
George W. Peck, IV 19,157,278
</TABLE>
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 11 - Computation of Income Per Share
(b) Exhibit 27 - Financial Data Schedule
(c) Reports on Form 8-K. No reports on Form 8-K were filed
by the Company during the quarter ended January 31, 1996.
SIGNATURE
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.
NORTHWESTERN STEEL AND WIRE COMPANY
By /s/ T. J. Bondy
----------------------------------
Timothy J. Bondy
Vice President, and
Chief Financial Officer
(Principal Financial Officer)
March 18, 1996
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Prior Filing
or Sequential
Exhibit No. Description Page Number .
- ----------- ----------- -------------
<S> <C> <C>
11.0 Exhibit 11 ------
27.0 Financial Data Schedule ------
</TABLE>
13
<PAGE> 1
Exhibit 11
NORTHWESTERN STEEL AND WIRE COMPANY
Computation of Income Per Share
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
January 31, January 31,
--------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 2,504,000 $ 2,215,000 $ 7,186,000 $ 6,476,000
=========== =========== =========== ===========
Weighted average shares outstanding 24,820,053 24,685,599 24,820,053 24,685,599
Net additional shares outstanding assuming
dilutive stock options exercised and proceeds used
to purchase treasury stock at average market price 389,444 344,338 389,444 344,338
----------- ----------- ----------- -----------
Shares outstanding for net income
per share calculation 25,209,497 25,029,937 25,209,497 25,029,937
=========== =========== =========== ===========
Net income per share $ 0.10 $ 0.09 $ 0.29 $ 0.26
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JAN-31-1996
<CASH> 1,410
<SECURITIES> 0
<RECEIVABLES> 55,894
<ALLOWANCES> 1,000
<INVENTORY> 113,646
<CURRENT-ASSETS> 190,506
<PP&E> 395,569
<DEPRECIATION> 153,311
<TOTAL-ASSETS> 437,808
<CURRENT-LIABILITIES> 91,605
<BONDS> 0
<COMMON> 123,797
0
0
<OTHER-SE> (33,552)
<TOTAL-LIABILITY-AND-EQUITY> 437,808
<SALES> 149,175
<TOTAL-REVENUES> 149,198
<CGS> 132,217
<TOTAL-COSTS> 141,086
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,538
<INCOME-PRETAX> 3,574
<INCOME-TAX> 1,070
<INCOME-CONTINUING> 2,504
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,504
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>