SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarterly Period Ended September 30, 1995
Commission File Number 1-12068
MASCOTECH, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 38-2513957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of principal executive offices) (Zip Code)
(313) 274-7405
(Telephone Number)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Shares Outstanding at
Class October 31, 1995
Common stock, par value $1 per share 55,670,000
<PAGE>
MASCOTECH, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet -
September 30, 1995 and December 31, 1994 1
Consolidated Condensed Statements of Income
for the Three and Nine Months Ended
September 30, 1995 and 1994 2
Consolidated Condensed Statement of
Cash Flows for the Nine Months
Ended September 30, 1995 and 1994 3
Notes to Consolidated Condensed Financial
Statements 4-5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 6-7
Part II. Other Information and Signature 8-9
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MASCOTECH, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
September 30, 1995 and December 31, 1994
(Dollars in thousands)
September 30, December 31,
ASSETS 1995 1994
Current assets:
Cash and cash investments $ 13,710 $ 61,950
Marketable securities 7,650 62,110
Receivables 202,480 171,870
Inventories 98,120 91,950
Deferred and refundable income taxes 10,080 23,800
Prepaid expenses and other assets 29,550 39,800
Net current assets of businesses held
for disposition 76,790 146,690
Total current assets 438,380 598,170
Equity and other investments in affiliates 231,400 173,230
Property and equipment, net 423,180 379,330
Excess of cost over net assets of acquired
companies 94,600 93,820
Notes receivable and other assets 58,970 53,770
Net non-current assets of businesses held
for disposition 180,490 232,370
Total assets $1,427,020 $1,530,690
LIABILITIES
Current liabilities:
Accounts payable $ 85,780 $ 111,860
Accrued liabilities 93,290 72,090
Current portion of long-term debt 6,250 3,670
Total current liabilities 185,320 187,620
Long-term debt 728,030 868,240
Deferred income taxes and other long-term
liabilities 100,550 93,690
Total liabilities 1,013,900 1,149,550
SHAREHOLDERS' EQUITY
Preferred stock, $1 par, shares authorized:
25 million; outstanding: 10.8 million 10,800 10,800
Common stock, $1 par, shares authorized:
250 million; outstanding: 56.1 million
and 56.6 million 56,110 56,610
Paid-in capital 313,600 318,960
Retained earnings (deficit) 23,040 (7,590)
Cumulative translation adjustments 9,570 2,360
Total shareholders' equity 413,120 381,140
Total liabilities and
shareholders' equity $1,427,020 $1,530,690
The accompanying notes are an integral part of the
consolidated condensed financial statements.
-1-
<PAGE>
MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 1995 and 1994
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $ 404,900 $ 416,500 $ 1,289,200 $ 1,261,690
Cost of sales (337,850) (343,060) (1,076,440) (1,018,250)
Selling, general and
administrative expenses (42,060) (49,330) (135,340) (143,300)
Gains on disposition of businesses, net 7,790 --- 5,290 ---
Operating profit 32,780 24,110 82,710 100,140
Other income (expense), net:
Interest expense (10,950) (13,160) (38,750) (36,080)
Equity and interest income
from affiliates 5,470 11,570 23,880 24,260
Gain from change in investment of
equity affiliate --- --- 5,100 ---
Other income, net 400 4,100 3,160 32,020
(5,080) 2,510 (6,610) 20,200
Income before income taxes and
extraordinary income 27,700 26,620 76,100 120,340
Income taxes 11,740 10,840 31,580 48,820
Income before extraordinary income 15,960 15,780 44,520 71,520
Extraordinary income (net of
income taxes) --- 2,600 --- 2,600
Net income $ 15,960 $ 18,380 $ 44,520 $ 74,120
Preferred stock dividends $ 3,240 $ 3,240 $ 9,720 $ 9,720
Earnings attributable to
common stock $ 12,720 $ 15,140 $ 34,800 $ 64,400
Earnings per common and
common equivalent share:
Primary:
Income before extraordinary income $ .22 $ .21 $ .61 $ .96
Extraordinary income -- .04 -- .03
Earnings attributable to
common stock $ .22 $ .25 $ .61 $ .99
Fully diluted:
Income before extraordinary income $ .22 $ .21 $ .61 $ .93
Extraordinary income -- .04 -- .03
Earnings attributable to
common stock $ .22 $ .25 $ .61 $ .96
Cash dividends declared $ .04 $ .03 $ .07 $ .07
The accompanying notes are an integral part of the
consolidated condensed financial statements.
-2-
</TABLE>
<PAGE>
MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 1995 and 1994
(Dollars in thousands)
Nine Months Ended
September 30,
1995 1994
CASH FROM (USED FOR):
OPERATIONS:
Net cash from earnings $ 68,550 $ 80,490
(Increase) in inventories (1,000) (15,550)
(Increase) in receivables (22,400) (27,890)
Increase (decrease) in accounts
payable and accrued liabilities ( 9,450) 6,560
(Increase) decrease in prepaid expenses
and other assets 12,440 (32,120)
(Increase) decrease in marketable
securities, net 54,460 (42,520)
Other, net 18,840 7,670
Net cash from (used for) operating
activities 121,440 (23,360)
FINANCING:
Issuance of convertible debt --- 337,240
Retirement of Senior Subordinated notes (233,150) (253,120)
Payment of other debt (40,040) (86,040)
Increase in other debt 129,900 69,760
Retirement of Company Common Stock (5,990) (54,130)
Payment of preferred stock dividends (9,720) (9,720)
Payment of common stock dividends (5,910) (4,670)
Other, net (3,110) (3,400)
Net cash (used for) financing
activities (168,020) (4,080)
INVESTMENTS:
Capital expenditures (57,920) (86,350)
Cash proceeds from sale of businesses 94,880 41,220
Acquisition of businesses (22,810) ---
Receipt of cash from notes receivable 5,360 13,590
Sale of common stock of affiliate --- 18,180
Net assets of businesses held for disposition (18,500) (2,560)
Other, net (2,670) (2,490)
Net cash from (used for) investing
activities (1,660) (18,410)
CASH AND CASH INVESTMENTS:
(Decrease) for the nine months (48,240) (45,850)
At January 1 61,950 83,200
At September 30 $ 13,710 $ 37,350
Supplemental Cash Flow Information:
Net cash paid during the period for:
Interest $ 40,830 $ 50,100
Income taxes $ 5,460 $ 21,350
The accompanying notes are an integral part of the
consolidated condensed financial statements.
-3-
<PAGE>
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are normal
and recurring in nature, necessary to present fairly its financial
position as at September 30, 1995, the results of operations for the three
and nine months ended September 30, 1995 and 1994, and cash flows for the
nine months ended September 30, 1995 and 1994. In addition, the balance
sheet as of September 30, 1995 and December 31, 1994 reflects the
segregation of net current and net non-current assets related to the plan,
adopted in late 1994, to dispose of certain businesses.
Primary earnings per common share was calculated based on 58.7 million and
74.6 million weighted average common shares outstanding for the nine
months ended September 30, 1995 and 1994, respectively. The convertible
preferred stock does not meet the criteria for inclusion in the primary
earnings per share calculation for the nine months and three months ended
September 30, 1995 and the three months ended September 30, 1994 as it
would be anti-dilutive.
Fully diluted earnings per common share are only presented when the
assumed conversion of convertible securities is dilutive. Fully diluted
earnings per common share for the nine months and three months ended
September 30, 1994 were calculated based on 84.8 million and 70.3 million
weighted average common shares outstanding, respectively. Convertible
securities did not have a dilutive effect on earnings per common share for
the nine months and three months ended September 30, 1995.
B. Inventories by component are as follows (in thousands):
September 30, December 31,
1995 1994
Finished goods $ 21,550 $ 15,990
Work in process 35,650 29,260
Raw materials 40,920 46,700
$ 98,120 $ 91,950
C. Property and equipment, net reflects accumulated depreciation of $276
million and $247 million as at September 30, 1995 and December 31, 1994,
respectively.
D. Other income, net for the nine months ended September 30, 1994 includes
gains, primarily during the first six months of 1994, aggregating
approximately $18 million pre-tax from the sale by the Company of a
portion of its common stock holdings of an equity affiliate.
E. The Company recognized gains aggregating approximately $25 million from
the sale of certain businesses held for disposition in the third quarter
of 1995. These gains were offset by reductions in the estimated net
proceeds the Company expects to receive from businesses to be sold,
aggregating $12 million and which reduced net non-current assets of
businesses held for disposition, and by certain exit costs incurred in
1995. At December 31, 1994, the Company had accrued $17 million of exit
costs, during 1995 $4 million has been charged against this accrual and
the balance at September 30, 1995 is $16 million.
-4-
<PAGE>
MASCOTECH, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(concluded)
F. In June, 1995 Titan Wheel International, Inc. ("Titan") an equity
affiliate sold newly issued common stock in a public offering and issued
common stock as a result of the conversion of convertible securities. The
Company recognized pre-tax income of approximately $5.1 million
(approximately $.05 per common share after-tax) as a result of the change
in the Company's equity ownership interest in Titan which approximates 15
percent at September 30, 1995.
G. The Company, as part of its disposition of non-core businesses, exchanged
a business unit with annual sales and net book value of approximately $60
million and $37 million in the first quarter of 1995, respectively. The
exchange resulted in the Company receiving cash and notes receivable due
from, and a 29 percent equity ownership interest in, the acquiring
company, Saturn Electronics and Engineering, Inc.
H. On March 15, 1995, the Company redeemed at maturity $233 million of its
10% Senior Subordinated Notes.
I. The following presents combined supplemental financial data of the Company
and TriMas Corporation as one entity, with MascoTech as the parent
company. The Company had an equity ownership interest in TriMas of
approximately 42 percent at September 30, 1995 and September 30, 1994.
Intercompany transactions have been eliminated. Approximate combined
condensed financial data are as follows (in thousands):
September 30
1995 1994
Current assets $ 681,290 $ 865,720
Current liabilities (242,360) (262,950)
Working capital 438,930 602,770
Property and equipment, net 592,670 731,630
Excess of cost over net
assets of acquired companies 180,330 522,890
Other assets 441,240 256,970
Long-term debt (915,220) (1,106,300)
Deferred income taxes and
other long-term liabilities (133,060) (165,720)
Equity of the other shareholders
of TriMas (191,770) (163,150)
Equity of shareholders of
MascoTech $ 413,120 $ 679,090
Net sales $1,717,850 $1,672,540
Operating profit $ 159,640 $ 170,840
Net income $ 44,520 $ 74,120
Earnings attributable to
common stock $ 34,800 $ 64,400
-5-
<PAGE>
MASCOTECH, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sales for the third quarter ended September 30, 1995 declined to $405
million from $417 million in 1994, reflecting the disposition of certain
businesses in 1995 as part of the Company's previously announced restructuring
plan. Sales of the Company's core transportation-related businesses, which
approximated $281 million, increased 11 percent in the third quarter of 1995,
while sales of the Company's businesses held for sale or sold, which
approximated $124 million, decreased 24 percent from the comparable period.
Net sales for the nine month period ended September 30, 1995 increased two
percent over the comparable period in 1994. Sales of the Company's core
transportation-related businesses for the nine months ended September 30, 1995
which approximated $880 million increased 14 percent compared to the prior year
period, while sales of the Company's businesses held for sale or sold, which
approximated $409 million, decreased 16 percent from the comparable period in
1994.
Income for the third quarter 1995, after preferred stock dividends, was
$12.7 million or $.22 per common share, compared with $12.5 million or $.21 per
common share, before extraordinary income of $2.6 million or $.04 per common
share, in the comparable period in 1994.
Operating profit for the Company's core businesses before general
corporate expenses and gains on disposition of businesses, net for the nine
months and three months ended September 30, 1995 was $95 million and $28
million, respectively as compared with $108 million and $28 million,
respectively for the comparable periods in 1994.
The core businesses' operating performance for the nine and three month
periods was negatively impacted by increased costs and expenses reflecting
start-up costs associated with the Company's expanded capital investment
programs, launch costs for new products, and increased steel costs. Businesses
held for sale or sold had an operating loss before general corporate expenses
and gains on disposition of businesses, net of approximately $7 million for the
nine months ended September 30, 1995 as compared to an operating profit of
approximately $3 million in the comparable period in 1994. For the three months
ended September 30, 1995 and September 30, 1994, businesses held for sale
performed at an approximate break-even operating profit level.
In December 1994, the Company announced the planned disposition of a
number of businesses, including its Architectural Products, Defense and certain
of its transportation-related businesses, as part of its long-term strategic
plan to increase the focus on its core operating capabilities. The Company
recognized gains aggregating approximately $25 million from the sale of certain
businesses held for disposition in the third quarter of 1995. These gains were
offset by reductions in the estimated net proceeds the Company expects to
receive from businesses to be sold, aggregating $12 million and which reduced
net non-current assets of businesses held for disposition, and by certain exit
costs incurred in 1995. To date, the Company has disposed of business units
with annual sales of approximately $270 million.
Net assets of businesses held for disposition decreased by approximately
$122 million as a result of such dispositions and the reduction of assets
employed in these businesses through operating activity, asset sales and the
redeployment of assets. The Company continues to believe that the divestiture
of the remaining businesses held for sale will be largely completed in 1995.
The Company expects that the disposition of these non-core businesses will have
a favorable long-term effect on the Company's balance sheet and future per
common share earnings.
-6-
<PAGE>
MASCOTECH, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(concluded)
Results for the nine months ended September 30, 1994 include gains,
primarily during the first six months of 1994, of approximately $18 million pre-
tax from the sale by the Company of a portion of its common stock holdings of an
equity affiliate.
On March 15, 1995, the Company redeemed at maturity $233 million of 10%
Senior Subordinated Notes utilizing additional borrowings under the Company's
revolving credit agreement.
The Company paid a cash dividend of $.04 per common share in the third
quarter of 1995 and the Board of Directors declared a dividend of $.04 per
common share on October 2, 1995 payable on November 20, 1995.
In 1995, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 121 and No. 123, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
"Accounting for Stock-Based Compensation," respectively. The effective date is
for periods beginning after December 15, 1995. The Company does not expect that
these statements will have a material impact on its financial statements when
adopted in 1996.
The Company's anticipated internal cash flow, additional borrowings
available under the Company's revolving credit agreements and otherwise, and the
divestiture of businesses held for sale are expected to provide sufficient
liquidity to fund its near term working capital and capital expansion programs.
The Company believes that its longer-term working capital and other general
corporate requirements will be satisfied through its internal cash flow,
revolving credit agreement, the disposition of certain financial assets and, to
the extent necessary, future financings in the financial markets. At September
30, 1995, current assets were in excess of two times current liabilities.
-7-
<PAGE>
PART II. OTHER INFORMATION
MASCOTECH, INC.
Items 1 through 5 are not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 Computation of Earnings Per Common Share
- Primary and Fully Diluted
Exhibit 12 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
None
-8-
<PAGE>
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.
MASCOTECH, INC.
(Registrant)
Date: November 14, 1995 By: /s/ Timothy Wadhams
Timothy Wadhams
Vice President - Controller
and Treasurer
(Chief accounting officer
and authorized signatory)
-9-
<PAGE>
MASCOTECH, INC.
EXHIBIT INDEX
Exhibit
Exhibit 11 Computation of Earnings Per Common Share
- Primary and Fully Diluted
Exhibit 12 Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
Exhibit 27 Financial Data Schedule
-10-
Exhibit 11
MASCOTECH, INC.
Computation of Earnings Per Common Share
Primary and Fully Diluted
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
PRIMARY:
Income before extraordinary income $15,960 $15,780 $44,520 $71,520
Preferred stock dividends 3,240 3,240 9,720 9,720
Income before extraordinary income
attributable to common stock 12,720 12,540 34,800 61,800
Add convertible preferred stock dividend --- (A) --- (B) --- (A) 9,720
Add after tax interest expense reduction on
conversion of stock options and warrants 230 --- 860 ---
Earnings attributable to common stock,
before extraordinary income, as adjusted 12,950 12,540 35,660 71,520
Extraordinary income (net of income taxes) --- 2,600 --- 2,600
Earnings attributable to common stock,
as adjusted $12,950 $15,140 $35,660 $74,120
Weighted average number of common shares
outstanding during each period 56,110 58,270 56,310 59,690
Addition from assumed exercise of stock
options and warrants, net of assumed
repurchases 2,400 1,930 2,420 4,110
Addition from assumed conversion of
preferred stock --- (A) --- (B) --- (A) 10,800
Weighted average number of common shares
and equivalents outstanding during each
period--without dilution 58,510 60,200 58,730 74,600
Primary earnings per common and common
equivalent share:
Income before extraordinary income $.22 $.21 $.61 $.96
Extraordinary income -- .04 -- .03
Earnings attributable to common stock $.22 $.25 $.61 $.99
Earnings per common share for the periods ended September 30, 1995 were
computed based on the modified treasury stock method which
results in an assumed interest expense reduction and incremental shares based on
assumed conversion of all stock options and warrants
and, in 1994, on the treasury stock method.
(A) Anti-dilutive for the three and nine months ended September 30,1995.
(B) Anti-dilutive for the three months ended September 30, 1994.
</TABLE>
<PAGE>
Exhibit 11
MASCOTECH, INC.
Computation of Earnings Per Common Share
Primary and Fully Diluted
(In thousands except per share amounts)
(concluded)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
FULLY DILUTED:
<S> <C> <C> <C> <C>
Income before extraordinary income $15,960 $15,780 $44,520 $71,520
Preferred stock dividends 3,240 3,240 9,720 9,720
Income before extraordinary income
attributable to common stock 12,720 12,540 34,800 61,800
Add after-tax convertible debenture
related expenses --- (A) 2,390 --- (A) 7,000
Add convertible preferred stock dividends --- (A) --- (B) --- (A) 9,720
Add after tax interest expense reduction on
conversion of stock options and warrants 220 --- 860 ---
Earnings attributable to common stock,
before extraordinary income, as adjusted 12,940 14,930 35,660 78,520
Extraordinary income (net of income taxes) --- 2,600 --- 2,600
Earnings attributable to common stock,
as adjusted $12,940 $17,530 $35,660 $81,120
Weighted average number of common shares
outstanding during each period 56,110 58,270 56,310 59,690
Addition from assumed conversion of
convertible debentures as of the issue date --- (A) 10,090 --- (A) 10,150
Addition from assumed exercise of stock
options and warrants, net of assumed
repurchases 2,400 1,930 2,420 4,110
Addition from assumed conversion of
preferred stock --- (A) --- (B) --- (A) 10,800
Weighted average number of common shares
and equivalents outstanding during each
period--fully diluted basis 58,510 70,290 58,730 84,750
Fully diluted earnings per common and common
equivalent share:
Income before extraordinary income $.22 $.21 $.61 $.93
Extraordinary income -- .04 -- .03
Earnings attributable to common stock $.22 $.25 $.61 $.96
Earnings per common share for the periods ended September 30, 1995 were computed based on the modified treasury stock method
which results in an assumed interest expense reduction and incremental shares based on assumed conversion of all stock options and
warrants and, in 1994, on the treasury stock method.
(A) Anti-dilutive for the three and nine months ended September 30, 1995.
(B) Anti-dilutive for the three months ended September 30, 1994.
</TABLE>
Exhibit 12
MASCOTECH, INC.
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
(Dollars in thousands)
<TABLE>
<CAPTION>
9 Months
Ended
Sept. 30, For The Years Ended December 31
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Earnings Before Income
Taxes and Fixed Charges:
Income (loss) from continuing
operations before income
taxes and extraordinary
income..................... $ 76,100 $(264,490) $121,180 $ 68,250 $(12,470) $(30,240)
Deduct equity in
undistributed earnings
of less-than-fifty-
percent owned companies.... (24,040) (23,350) (19,930) (21,760) (3,530) (3,430)
Add interest on
indebtedness, net.......... 39,910 51,290 83,000 87,830 124,220 139,770
Add amortization of debt
expense.................... 1,300 3,450 4,390 1,930 2,230 2,670
Estimated interest factor
for rentals................ 5,180 6,220 5,550 5,740 5,220 4,520
Earnings before income
taxes and fixed charges.... $ 98,450 $(226,880) $194,190 $141,990 $115,670 $113,290
Fixed Charges:
Interest on indebtedness,
net........................ $ 40,050 $ 51,540 $ 83,110 $ 87,980 $124,370 $140,380
Amortization of debt
expense.................... 1,300 3,450 4,390 1,930 2,230 2,670
Estimated interest factor
for rentals................ 5,180 6,220 5,550 5,740 5,220 4,520
Total fixed charges...... 46,530 61,210 93,050 95,650 131,820 147,570
Preferred stock dividend
requirement (a)............ 16,610 14,630 25,860 17,140 11,350 120
Combined fixed charges and
preferred stock dividends.. $ 63,140 $ 75,840 $118,910 $112,790 $143,170 $147,690
Ratio of earnings to
fixed charges................ 2.1 --(b) 2.1 1.5 .9(d) .8(f)
Ratio of earnings to combined
fixed charges and preferred
stock dividends.............. 1.6 --(c) 1.6 1.3 .8(e) .8(g)
(a)Represents amount of income before provision for income taxes required to meet the preferred stock dividend
requirements of the Company and its 50% owned companies.
(b)1994 results of operations are inadequate to cover fixed charges by $288,090.
(c)1994 results of operations are inadequate to cover combined fixed charges and preferred stock dividends by $302,720.
(d)1991 earnings are inadequate to cover fixed charges by $16,150.
(e)1991 earnings are inadequate to cover combined fixed charges and preferred stock dividends by $27,500.
(f)1990 earnings are inadequate to cover fixed charges by $34,280.
(g)1990 earnings are inadequate to cover combined fixed charges and preferred stock dividends by $34,400.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1995 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> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 13,710
<SECURITIES> 7,650
<RECEIVABLES> 202,480
<ALLOWANCES> 0
<INVENTORY> 98,120
<CURRENT-ASSETS> 438,380
<PP&E> 698,970
<DEPRECIATION> (275,790)
<TOTAL-ASSETS> 1,427,020
<CURRENT-LIABILITIES> 185,320
<BONDS> 728,030
<COMMON> 56,110
0
10,800
<OTHER-SE> 346,210
<TOTAL-LIABILITY-AND-EQUITY> 1,427,020
<SALES> 1,289,200
<TOTAL-REVENUES> 1,289,200
<CGS> 1,076,440
<TOTAL-COSTS> 1,076,440
<OTHER-EXPENSES> (5,290)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,750
<INCOME-PRETAX> 76,100
<INCOME-TAX> 31,580
<INCOME-CONTINUING> 44,520
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,520
<EPS-PRIMARY> .61
<EPS-DILUTED> .61
</TABLE>
