<PAGE> 1
================================================================================
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: August 31, 1997
----------------
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 1-8738
------
SEALY CORPORATION *
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3284147
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
520 PIKE STREET, SEATTLE, WASHINGTON 98101
- ----------------------------------------- --------------------
(Address of principal executive offices)* (Zip Code)
Registrant's telephone number, including area code (206) 625-1233
---------------
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
--- ---
The number of shares of the registrant's common stock outstanding as of October
7, 1997 was 29,936,569.
* All Corporate and administrative services are provided by Sealy, Inc., 10th
Floor Halle Building, 1228 Euclid Avenue, Cleveland, Ohio 44115.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1 - Financial Statements
SEALY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED QUARTER ENDED
AUGUST 31, SEPTEMBER 1,
1997 1996
-------- --------
<S> <C> <C>
Net sales $229,919 $192,546
-------- --------
Costs and expenses:
Cost of goods sold 128,055 108,112
Selling, general and administrative 73,583 57,238
Amortization of intangibles 3,298 3,552
Interest expense, net 8,270 7,363
-------- --------
213,206 176,265
-------- --------
Income before income tax 16,713 16,281
Income tax 8,796 9,198
-------- --------
Net income $ 7,917 $ 7,083
======== ========
Earnings per common share $ 0.26 $ 0.24
Weighted average number of
common shares and equivalents
outstanding during period 29,962 30,126
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
SEALY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
NINE MONTHS ENDED
ENDED AUGUST 31, SEPTEMBER 1,
1997 1996
--------- --------
<S> <C> <C>
Net sales $ 579,448 $517,199
--------- --------
Costs and expenses:
Cost of goods sold 323,743 294,247
Selling, general and administrative 190,985 160,956
Amortization of intangibles 9,977 10,582
Interest expense, net 23,276 21,883
--------- --------
547,981 487,668
--------- --------
Income before income tax and
extraordinary item 31,467 29,531
Income tax 17,080 16,685
--------- --------
Income before extraordinary item 14,387 12,846
Extraordinary item - loss from early
extinguishment of debt (net of income
tax benefit of $1,353) 2,030 --
--------- --------
Net income $ 12,357 $ 12,846
========= ========
Earnings per common share:
Before extraordinary item $ 0.48 $ 0.43
Extraordinary item (0.07) --
--------- --------
Net $ 0.41 $ 0.43
========= ========
Weighted average number of
common shares and equivalents
outstanding during period 29,869 30,146
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
SEALY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
AUGUST 31, DECEMBER 1,
1997 1996
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,004 $ 16,619
Accounts receivable, less allowance for doubtful
accounts (1997 - $11,668; 1996 - $6,814) 109,010 77,179
Inventories 43,438 33,992
Net assets held for sale -- 35,492
Prepaid expenses and deferred taxes 21,998 10,446
--------- ---------
178,450 173,728
Property, plant and equipment - at cost 168,419 156,063
Less: accumulated depreciation (42,594) (34,697)
--------- ---------
125,825 121,366
Other assets:
Goodwill and other intangibles - net of
accumulated amortization
(1997 - $60,561; 1996 - $50,719) 414,498 434,304
Debt issuance costs and other assets 17,677 10,530
--------- ---------
432,175 444,834
--------- ---------
$ 736,450 $ 739,928
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
SEALY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
AUGUST 31, DECEMBER 1,
1997 1996
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion of long-term obligations $ 75 $ 18,620
Accounts payable 44,356 35,797
Accrued incentives and advertising 36,465 20,704
Accrued compensation 14,294 14,047
Accrued interest 6,918 1,708
Other accrued expenses 19,376 21,983
--------- ---------
121,484 112,859
Long-term obligations 340,000 269,507
Other noncurrent liabilities 34,823 34,822
Deferred income taxes 33,888 29,746
Stockholders' equity:
Common stock 295 294
Additional paid-in capital 257,363 256,489
Retained (deficit) earnings (50,005) 37,418
Foreign currency translation adjustment (1,398) (1,207)
--------- ---------
206,255 292,994
Commitments and contingencies -- --
--------- ---------
$ 736,450 $ 739,928
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
SEALY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
AUGUST 31, SEPTEMBER 1,
1997 1996
-------- --------
<S> <C> <C>
Net cash provided by operating activities $ 19,815 $ 19,894
-------- --------
Investing activities:
Proceeds from sale of subsidiary 35,000 --
Proceeds from sale of insulator pad operation assets 5,150 --
Purchase of property and equipment, net (18,622) (5,305)
-------- --------
Net cash provided by (used in) investing activities 21,528 (5,305)
-------- --------
Financing activities:
Dividend (99,776) (35,463)
Proceeds from long-term borrowings, net 51,948 35,774
Debt issuance costs (6,130) --
-------- --------
Net cash provided by (used in) financing activities (53,958) 311
-------- --------
Change in cash and cash equivalents (12,615) 14,900
Cash and cash equivalents:
Beginning of period 16,619 17,348
-------- --------
End of period $ 4,004 $ 32,248
======== ========
Supplemental disclosures:
- -------------------------
Cash paid for:
Taxes, net $ 10,695 $ 12,100
Interest $ 16,900 $ 14,409
Selected noncash expenses:
Depreciation $ 8,996 $ 7,984
Noncash compensation $ 1,389 $ 1,321
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE> 7
SEALY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED AUGUST 31, 1997
NOTE A -- BASIS OF PRESENTATION
This report covers Sealy Corporation and its subsidiaries (collectively,
the "Company").
The accompanying unaudited condensed consolidated financial statements
should be read together with the Company's Annual Report on Form 10-K for the
year ended December 1, 1996.
The accompanying unaudited condensed consolidated financial statements
contain all adjustments which, in the opinion of management, are necessary to
present fairly the financial position of the Company at August 31, 1997, and its
results of operations and cash flows for the periods presented herein. All
adjustments in the periods presented herein are normal and recurring in nature.
NOTE B -- INVENTORIES
The major components of inventories were as follows:
<TABLE>
<CAPTION>
AUGUST 31, DECEMBER 1,
1997 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Raw materials $26,248 $18,300
Work in process 12,131 11,624
Finished goods 5,059 4,068
------- -------
$43,438 $33,992
======= =======
</TABLE>
NOTE C -- LONG-TERM OBLIGATIONS
<TABLE>
AUGUST 31, DECEMBER 1,
1997 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
$275,000,000 Second Restated Secured
Credit Agreement - Revolving Credit
Facility $140,000 $ --
1994 Restated Credit Agreement:
Revolving Credit Facility -- 25,000
Term Loan Facility -- 63,052
10 1/4% Senior Subordinated Notes Due 2003 200,000 200,000
Other 75 75
-------- --------
340,075 288,127
Less current portion 75 18,620
-------- --------
$340,000 $269,507
======== ========
</TABLE>
7
<PAGE> 8
SEALY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED AUGUST 31, 1997
The $275,000,000 Second Restated Secured Credit Agreement (the "1997
Credit Agreement") was consummated on February 25, 1997 and consists of a $275
million reducing revolving credit facility with a $25 million discretionary
letter of credit facility and a discretionary swing loan facility of up to $20
million ("Revolving Credit Facility"). The 1997 Credit Agreement has a final
maturity date of January 15, 2003, and provides for periodic reductions in the
amounts of available credit in accordance with the following schedule:
REMAINING
COMMITMENT REVOLVER
REDUCTION DATE REDUCTION COMMITMENT
------------------ ------------ ------------
November 29, 1998 $15 million $260 million
November 28, 1999 $20 million $240 million
December 3, 2000 $30 million $210 million
December 2, 2001 $30 million $180 million
June 2, 2002 $30 million $150 million
Additional mandatory commitment reductions will occur equal to 100% of net
after-tax cash proceeds from any sale of assets in excess of $15 million in each
fiscal year, and equal to 50% of net proceeds from the issuance of permitted
subordinated debt.
Base rate loans and Eurodollar rate loans are based on a pricing grid
which provides for an interest rate plus a margin. The margin is adjustable
based on the Company's total senior debt to adjusted EBITDA ratio. For the first
six months of the 1997 Credit Agreement, the margin on Eurodollar rate
borrowings was 1.25%. In September, 1997, the margin decreased to 1.0%. The
initial commitment fee, which is also subject to a pricing grid, was 0.375%
during the first six months of the 1997 Credit Agreement. In September, 1997,
the commitment fee decreased to 0.3%.
During the nine months ended August 31, 1997, the maximum amount
outstanding under the Revolving Credit Facility, excluding Letters of Credit,
was $160 million. At August 31, 1997, the Company had approximately $123 million
available under the Revolving Credit Facility, with Letters of Credit issued
totaling approximately $12 million.
All obligations of the Company under the 1997 Credit Agreement are jointly
and severally guaranteed by each direct and indirect domestic subsidiary of the
Company and secured by first priority liens on and security interests in
substantially all of the assets of the Company and its domestic subsidiaries and
by first priority pledges of substantially all of the capital stock of most of
the subsidiaries of the Company; however, such security is subject to release
upon the Company attaining specified senior unsecured (either actual or implied)
credit ratings. The Company also is subject to certain affirmative and negative
covenants under both the 1997 Credit Agreement and the Indenture relating to its
10 1/4% Senior Subordinated Notes due 2003, including requirements and
restrictions with respect to capital expenditures, dividends, maximum leverage
and other financial ratios.
8
<PAGE> 9
SEALY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED AUGUST 31, 1997
NOTE D -- CONTINGENCIES
In accordance with procedures established under the Environmental Cleanup
Responsibility Act (now known as the Industrial Site Recovery Act), Sealy and
one of its subsidiaries are parties to an Administrative Consent Order ("ACO")
issued by the New Jersey Department of Environmental Protection ("DEP").
Pursuant to the ACO, the Company and such subsidiary agreed to conduct soil and
groundwater investigation and remediation at the plant previously owned by the
subsidiary in South Brunswick, New Jersey. The Company does not believe that its
manufacturing processes were a source of the contaminants found to exist above
regulatorily acceptable levels in the groundwater. The Company and its
subsidiary have retained primary responsibility for the investigation and any
necessary clean up plan approved by the DEP under the terms of the ACO.
The DEP previously approved both the Company's soil remediation plans and
its initial groundwater remediation plans. Further investigation in 1996
revealed certain additional areas of soil contamination resulting from
activities at the South Brunswick facility prior to the Company's acquisition of
the site. The Company anticipates that in 1997, subject to DEP approval, it will
complete essentially all soil remediation and will conduct a pilot test for a
Company-proposed revision to the groundwater remediation program.
While the Company cannot predict the ultimate timing or cost to remediate
this facility, based on facts currently known, management believes the accrual
for site investigation and remediation costs is adequate to cover the Company's
reasonably estimable liability and does not believe the resolution of this
matter will have a material adverse effect on the Company's financial position
or future operations.
In March, 1994, the Company filed a claim in the U.S. District Court for
the District of New Jersey against former owners of the site and their lenders
under the Comprehensive Environmental Response, Compensation and Liability Act
seeking contribution for site investigation and remedial costs. In March, 1997,
the Company received $1.7 million from a former owner of the site and one of the
lenders to the former owner in final settlement of this litigation.
The Company also has voluntarily proceeded to develop a remediation plan
for isolated soil and groundwater contamination at its Oakville, Connecticut
property that the Company believes is solely attributable to the manufacturing
operations of previous unaffiliated occupants. Based on the facts currently
known, management does not believe that resolution of this matter will have a
material adverse effect on the Company's financial position or future
operations.
NOTE E -- SALE OF ASSETS
In March, 1997, the Company divested the assets of its mattress insulator
pad manufacturing operation in South Brunswick, New Jersey for approximately net
book value.
9
<PAGE> 10
Item 2 - SEALY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTERS ENDED AUGUST 31, 1997 AND SEPTEMBER 1, 1996
NET SALES Net sales increased $37.4 million, or 19.4% for the quarter
ended August 31, 1997, when compared to the quarter ended September 1, 1996. The
increase is attributable to a $52.2 million increase in conventional bedding
sales and a $14.8 million decrease in sales of wood bedroom furniture.
The bedding sales results represent a 29.4% increase and is comprised of a
$47.3 million, or 26.6% increase in conventional bedding unit shipments, along
with a $4.9 million, or 2.2% increase in the average unit selling price. This
bedding performance was primarily due to strong sales of Posturepedic,
Stearns & Foster and promotional products. In addition, the Company has
successfully implemented strategic initiatives to expand distribution.
Increased sales of the Company's flagship Posturepedic line is due to a
combination of new and enhanced products, along with selective pricing
initiatives. The Stearns & Foster line of luxury bedding continues to
experience strong sales growth as a result of an increased customer base,
increased volume from existing customers and the introduction of new products.
Promotional product sales increased as a result of new and enhanced product
offerings.
The decrease in sales of wood bedroom furniture, sold under the Samuel
Lawrence brand, is due to the sale of this business on January 15, 1997. A
description of the disposition of this business unit is provided in Note 14 to
the consolidated financial statements contained in the Company's Form 10-K for
the year ended December 1, 1996.
COST OF GOODS SOLD Cost of goods sold for the quarter, as a percentage of
net sales, decreased 0.4 percentage points to 55.7%. This improvement is
primarily attributable to the elimination of the lower margin wood bedroom
furniture sales, partially offset by an increase in bedding cost of goods sold.
The increase in bedding cost of goods sold as a percentage of net sales is
primarily attributable to the introduction of lower price point Posturepedic
products, along with selective pricing initiatives, partially offset by
economies of scale from increased sales volume.
SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative
expenses increased $16.3 million due to increased bedding related expenses,
partially offset by the elimination of wood bedroom furniture related expenses.
The increase in bedding related selling, general and administrative expenses is
primarily due to increases in marketing spending, $10.6 million, delivery
expenses, $1.6 million and incentive compensation $1.5 million. Increased
marketing spending is due to increased sales volume, along with an increased
spending rate for cooperative advertising and promotions. The increase in
delivery expenses is due to the increase in sales volume. The Company also
experienced a $2.4 million increase in bad debt and other financing expenses,
primarily as a result of the bankruptcy filing of one of its major customers,
Montgomery Ward.
INTEREST EXPENSE Interest expense, net of interest income, increased $0.9
million, primarily as a result of increased average debt levels resulting from
the February 1997 dividend and increased rate related to the February 1997
restructure of the Notes.
INCOME TAX The Company's provision for income taxes decreased $0.4 million
primarily due to a lower effective tax rate, partially offset by increased
income tax provision related to increased pretax income. The effective income
tax rate differs from the Federal statutory rate as a result of the
application of purchase accounting, certain foreign tax rate differentials,
and state and local taxes. The effective income tax rate for the quarter ended
August 31, 1997 is approximately 53% as compared to 56% for the quarter ended
September 1, 1996.
NET INCOME For the reasons set forth above, the Company recorded net
income of $7.9 million for the quarter ended August 31, 1997 versus net income
of $7.1 million for the quarter ended September 1, 1996.
10
<PAGE> 11
SEALY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED AUGUST 31, 1997 AND SEPTEMBER 1, 1996
NET SALES Net sales increased $62.2 million, or 12.0% for the nine months
ended August 31, 1997, when compared to the nine months ended September 1, 1996.
The increase is attributable to a $106.4 million increase in conventional
bedding sales and a $44.2 million decrease in sales of wood bedroom furniture.
The bedding sales results represent a 22.7% increase and is comprised of a
$98.9 million, or 21.1% increase in conventional bedding unit shipments, along
with a $7.5 million, or 1.3% increase in the average unit selling price. This
bedding performance was primarily due to strong sales of Posturepedic,
Stearns & Foster and promotional products. In addition, the Company has
successfully implemented strategic initiatives to expand distribution.
Increased sales of the Company's flagship Posturepedic line is due to a
combination of new and enhanced products, along with selective pricing
initiatives. The Stearns & Foster line of luxury bedding continues to
experience strong sales growth as a result of an increased customer base,
increased volume from existing customers and the introduction of new products.
Promotional product sales increased as a result of new and enhanced product
offerings.
The decrease in sales of wood bedroom furniture, sold under the Samuel
Lawrence brand, is due to the sale of this business on January 15, 1997. A
description of the disposition of this business unit is provided in Note 14 to
the consolidated financial statements contained in the Company's Form 10-K for
the year ended December 1, 1996.
COST OF GOODS Sold Cost of goods sold, as a percentage of net sales,
decreased 1.0 percentage point to 55.9%. This improvement is primarily
attributable to the impact of lower sales of the lower margin wood bedroom
furniture, partially offset by an increase in bedding cost of goods sold. The
increase in bedding cost of goods sold as a percentage of net sales is primarily
attributable to the introduction of lower price point Posturepedic products,
along with selective pricing initiatives, partially offset by economies of scale
from increased sales volume.
SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative
expenses increased $30.0 million due to increased bedding related expenses,
partially offset by the elimination of wood bedroom furniture related expenses.
The increase in bedding related selling, general and administrative expenses is
primarily due to increases in marketing spending, $21.6 million, delivery
expenses, $3.4 million and incentive compensation $2.3 million. Increased
marketing spending is due to increased sales volume, along with an increased
spending rate for cooperative advertising and promotions, partially offset by
lower national advertising. The increase in delivery expenses is due to the
increase in sales volume. The Company also experienced a $3.7 million increase
in bad debt and other financing expenses, primarily as a result of the
bankruptcy filing of one of its major customers, Montgomery Ward.
INTEREST EXPENSE Interest expense, net of interest income, increased $1.4
million, primarily as a result of increased average debt levels resulting from
the February 1997 dividend and increased rate related to the February 1997
restructure of the Notes.
INCOME TAX The Company's provision for income taxes increased $0.4 million
primarily due to an increase in pretax income in 1997, partially offset by a
lower effective tax rate. The effective income tax rate differs from the Federal
statutory rate as a result of the application of purchase accounting, certain
foreign tax rate differentials, and state and local taxes. The effective income
tax rate for the nine months ended August 31, 1997 is approximately 54.3% as
compared to 56.5% in the nine months ended September 1, 1996.
EXTRAORDINARY ITEM The Company recorded a $2.0 million charge, net of
income tax benefit of $1.4 million, representing the write-off of the remaining
unamortized debt issuance costs related to long-term obligations repaid as a
result of the February 25, 1997 refinancing.
NET INCOME For the reasons set forth above, the Company recorded net
income of $12.4 million for the period ended August 31, 1997 versus net income
of $12.8 million for the period ended September 1, 1996.
11
<PAGE> 12
SEALY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of funds are cash flows from operations
and borrowings under its Revolving Credit Facility. The Company's principal use
of funds consists of payments of principal and interest on its secured
indebtedness, the dividend described below, capital expenditures and interest
payments on its outstanding Notes. Capital expenditures totaled $19.3 million
for the nine months ended August 31, 1997 as compared to $7.2 million for the
nine months ended September 1, 1996. The increase in capital spending is
primarily attributable to the Company's system upgrade project. Management
believes that annual capital expenditure limitations in its 1997 Credit
Agreement will not significantly inhibit the Company from meeting its ongoing
capital needs. At August 31, 1997, the Company had approximately $123 million
available under its Revolving Credit Facility with Letters of Credit issued
totaling approximately $12 million. The weighted average interest rate on the
Revolving Credit Facility at August 31, 1997 was 7.1%.
On January 15, 1997, the Company sold its subsidiary that manufactured
wood bedroom furniture under the Samuel Lawrence brand name. Gross proceeds from
the sale of $35.0 million were used to reduce amounts outstanding under the 1994
Restated Credit Agreement.
On February 6, 1997, the Company's Board of Directors authorized the
payment of a dividend to all stockholders and holders of Merger Warrants of
record as of February 27, 1997. The dividend, which was paid on February 28,
1997 amounted to approximately $99.8 million, or $3.31 per share and was
financed through borrowings under the Revolving Credit Facility.
Management believes that the Company will have the necessary liquidity
through cash flow from operations, and availability under the Revolving Credit
Facility for the next several years to fund its expected capital expenditures,
obligations under its credit agreement and subordinated note indenture,
environmental liabilities, and for other needs required to manage and operate
its business.
12
<PAGE> 13
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings.
See Note D to the Condensed Consolidated Financial Statements,
Part I, Item 1 included herein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
None
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Sealy Corporation has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SEALY CORPORATION
Signature Title
--------- -----
By: /s/ Ronald L. Jones President and Chief Executive Officer
--------------------------- (Principal Executive Officer)
Ronald L. Jones
By: /s/ Richard F. Sowerby Vice President Controller
--------------------------- (Principal Accounting Officer)
Richard F. Sowerby
Date: October 15, 1997
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-02-1996
<PERIOD-END> AUG-31-1997
<CASH> 4,004
<SECURITIES> 0
<RECEIVABLES> 120,678
<ALLOWANCES> 11,668
<INVENTORY> 43,438
<CURRENT-ASSETS> 178,450
<PP&E> 168,419
<DEPRECIATION> 42,594
<TOTAL-ASSETS> 736,450
<CURRENT-LIABILITIES> 121,484
<BONDS> 340,000
<COMMON> 295
0
0
<OTHER-SE> 205,960
<TOTAL-LIABILITY-AND-EQUITY> 736,450
<SALES> 579,448
<TOTAL-REVENUES> 579,448
<CGS> 323,743
<TOTAL-COSTS> 323,743
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,076
<INTEREST-EXPENSE> 23,276
<INCOME-PRETAX> 31,467
<INCOME-TAX> 17,080
<INCOME-CONTINUING> 14,387
<DISCONTINUED> 0
<EXTRAORDINARY> 2,030
<CHANGES> 0
<NET-INCOME> 12,357
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0.41
</TABLE>
