<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 1996
COMMISSION FILE NUMBER 1-8803
MATERIAL SCIENCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-2673173
(State or other jurisdiction (IRS employer identification
of incorporation or organization) number)
2200 East Pratt Boulevard
Elk Grove Village, Illinois 60007
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (847) 439-8270
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____
-----
As of July 9, 1996, there were outstanding 15,420,233 shares of common stock,
$.02 par value.
<PAGE>
MATERIAL SCIENCES CORPORATION
FORM 10-Q/A
For The Quarter Ended May 31, 1996
(As Restated In Its Entirety)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
(a) Financial statements of Material Sciences Corporation and Subsidiaries
(b) Summarized income statement information for Walbridge Coatings, An
Illinois Partnership
2
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income (Unaudited)
Material Sciences Corporation and Subsidiaries
Three Months Ended
May 31,
(In thousands, except per share data) 1996 (restated) (1) 1995 (restated) (1)
- ---------------------------------------------- ------------------- -------------------
<S> <C> <C>
Net Sales (2) $68,884 $60,406
Cost of Sales 51,375 46,645
------- -------
Gross Profit $17,509 $13,761
Selling, General and Administrative
Expenses 11,464 8,934
------- -------
Income from Operations $ 6,045 $ 4,827
------- -------
Other (Income) and Expense:
Interest Income $ (66) $ (93)
Interest Expense - 46
Equity in Results of Partnership (114) (100)
Other, Net (229) (160)
------- -------
Total Other (Income) and Expense, Net $ (409) $ (307)
------- -------
Income Before Income Taxes $ 6,454 $ 5,134
Income Taxes 2,485 1,982
------- -------
Net Income $ 3,969 $ 3,152
======= =======
Net Income Per Common and Common
Equivalent Share $ 0.26 $ 0.20
======= =======
Weighted Average Number of Common and
Common Equivalent Shares Outstanding 15,545 15,407
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
Material Sciences Corporation and Subsidiaries
May 31, February 29,
1996 (restated) (1) 1996 (restated) (1)
(In thousands) Unaudited Audited
- ---------------------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
Assets:
Current Assets:
Cash and Cash Equivalents $ 3,912 $ 3,379
Receivables:
Trade, Less Reserves of $4,585 and $4,407, Respectively (3) 30,623 25,836
Current Portion of Partnership Note 828 781
Income Taxes 758 2,156
Prepaid Expenses 3,408 3,069
Inventories 30,574 28,402
Prepaid Taxes 3,074 3,074
-------- --------
Total Current Assets $ 73,177 $ 66,697
-------- --------
Gross Property, Plant and Equipment $198,094 $185,453
Accumulated Depreciation and Amortization (78,077) (74,571)
-------- --------
Net Property, Plant and Equipment $120,017 $110,882
-------- --------
Other Assets:
Investment in Partnership $ 11,046 $ 10,727
Partnership Note Receivable, Less Current Portion 1,123 1,123
Intangible Assets, Net (7) 12,774 9,556
Other 871 1,041
-------- --------
Total Other Assets $ 25,814 $ 22,447
-------- --------
Total Assets $219,008 $200,026
======== ========
Liabilities:
Current Liabilities:
Current Portion of Long-Term Debt $ 3,313 $ 3,014
Accounts Payable 24,278 25,343
Accrued Payroll Related Expenses 6,107 8,036
Accrued Expenses 5,734 6,588
-------- --------
Total Current Liabilities $ 39,432 $ 42,981
-------- --------
Long-Term Liabilities:
Deferred Income Taxes $ 11,377 $ 11,451
Long-Term Debt, Less Current Portion 34,776 16,815
Accrued Superfund Liability 4,177 4,177
Other 6,325 6,376
-------- --------
Total Long-Term Liabilities $ 56,655 $ 38,819
-------- --------
Shareowners' Equity:
Preferred Stock (4) $ - $ -
Common Stock (5) 322 321
Additional Paid-In Capital 47,822 47,097
Treasury Stock at Cost (6) (3,380) (3,380)
Retained Earnings 78,157 74,188
-------- --------
Total Shareowners' Equity $122,921 $118,226
-------- --------
Total Liabilities and Shareowners' Equity $219,008 $200,026
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Unaudited)
Material Sciences Corporation and Subsidiaries
Three Months Ended
May 31,
(In thousands) 1996 (restated) (1) 1995 (restated) (1)
- --------------------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
Cash Flows From:
Operating Activities:
Net Income $ 3,969 $ 3,152
Adjustments to Reconcile Net Income to Net Cash Used in
Operating Activities:
Depreciation and Amortization 3,663 3,004
Benefit for Deferred Income Taxes (74) (79)
Compensatory Effect of Stock Plans 150 162
Other, Net (114) (100)
--------- --------
Operating Cash Flow Prior to Changes in Assets and Liabilities $ 7,594 $ 6,139
--------- --------
Changes in Assets and Liabilities:
Receivables $ (3,734) $ (2,587)
Income Taxes Receivable 1,398 1,732
Prepaid Expenses (339) (1,435)
Inventories (2,172) (577)
Accounts Payable (1,065) (3,800)
Accrued Expenses (3,276) (3,157)
Other, Net (244) 71
--------- --------
Cash Flow from Changes in Assets and Liabilities $ (9,432) $ (9,753)
--------- --------
Net Cash Used in Operating Activities $ (1,838) $ (3,614)
--------- --------
Investing Activities:
Capital Expenditures, Net $ (12,441) $ (4,780)
Acquisitions, Net of Cash Acquired (2,489) -
Investment in Partnership (205) (258)
Other Long-Term Assets 170 15
--------- --------
Net Cash Used in Investing Activities $ (14,965) $ (5,023)
--------- --------
Financing Activities:
Proceeds of Debt $ 35,535 $ 20,241
Payments to Settle Debt (18,775) (14,411)
Sale of Common Stock 576 907
--------- --------
Net Cash Provided by Financing Activities $ 17,336 $ 6,737
--------- --------
Net Increase (Decrease) in Cash $ 533 $ (1,900)
Cash and Cash Equivalents at Beginning of Period 3,379 5,816
--------- --------
Cash and Cash Equivalents at End of Period $ 3,912 $ 3,916
========= ========
Supplemental Cash Flow Disclosures:
Subordinated Convertible Notes Issued for Acquisition $ 1,500 $ -
Cash Portion of Acquisition and Related Costs 2,489 -
--------- --------
Total Consideration Paid for Acquisition $ 3,989 $ -
========= ========
</TABLE>
The Changes in Assets and Liabilities above for the quarter ended May 31, 1996,
are net of assets and liabilities acquired.
The accompanying notes are an integral part of these statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MATERIAL SCIENCES CORPORATION
The data for the three months ended May 31, 1996 and 1995 have not been audited
by independent public accountants but, in the opinion of the Company, reflect
all adjustments (consisting of only normal, recurring adjustments) necessary for
a fair presentation of the information at those dates and for those periods.
The financial information contained in this report should be read in conjunction
with the Company's 1996 Annual Report to Shareowners and Annual Report on Form
10-K/A. Certain prior year amounts have been reclassified to conform with the
fiscal 1997 presentation.
(1) On April 7, 1997, the Company announced that it had discovered accounting
irregularities at one of its operating units. An independent investigation
has confirmed that the controller of such operating unit acted alone and
altered and falsified that unit's financial reports beginning in fiscal
1995. The Company has taken actions since learning of the accounting
irregularities intended to prevent a recurrence of this situation.
The Company's financial statements for the three months ended May 31, 1996
and 1995 have been restated to reflect the correction of the accounting
irregularities. The effect of this incident on results of operations for
fiscal 1995 was not material and the amount related to this period is
reflected in the first quarter of fiscal 1996. The effect of restatement
for the three months ended May 31, 1996 and 1995 results of operations is
as follows:
<TABLE>
<CAPTION>
Three Months Ended May 31, 1996 Three Months Ended May 31, 1995
------------------------------- -------------------------------
Previously Previously
Reported Restated Reported Restated
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $68,884 $68,884 $60,406 $60,406
Gross Profit 18,569 17,509 16,537 13,761
Income from Operations 7,105 6,045 7,603 4,827
Net Income 4,621 3,969 4,866 3,152
Net Income per Common and
Common Equivalent Share 0.30 0.26 0.32 0.20
</TABLE>
The effect of the restatement on the May 31, 1996 Consolidated Balance
Sheet resulted in corresponding decreases of $4,141 in Inventories, $1,806
in Accrued Expenses, and $4,134 in Retained Earnings and increases of $758
in Income Taxes Receivable and $2,557 in Accounts Payable as compared to
the May 31, 1996 amounts previously reported.
The effect of the restatement on the February 29, 1996 Consolidated Balance
Sheet resulted in corresponding decreases of $4,245 in Inventories and
$3,482 in Retained Earnings and increases of $2,156 in Income Taxes
Receivable and $1,393 in Accounts Payable as compared to the February 29,
1996 amounts previously reported.
6
<PAGE>
(2) During the three month periods ending May 31, 1996 and 1995, the Company
derived approximately 22.0% and 23.7%, respectively, of its sales from fees
billed to the Partnership by a subsidiary of the Company for operating the
Walbridge, Ohio facility.
(3) Includes trade receivables due from the Partnership of $580 at May 31, 1996
and $1,752 at February 29, 1996.
(4) Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 7,500,000
Designated Series A Junior Participating Preferred; None Issued.
(5) Common Stock, $.02 Par Value; 20,000,000 Shares Authorized; 16,102,018
Shares Issued and 15,413,370 Shares Outstanding at May 31, 1996 and
16,046,398 Shares Issued and 15,357,750 Shares Outstanding at February 29,
1996.
(6) Treasury Stock at Cost; 688,648 Shares at May 31, 1996 and February 29,
1996.
(7) During the first quarter of fiscal 1997, the Company purchased certain
assets of a distributor of solar control and safety window film in the
Western U.S. and internationally. Consideration for the purchase,
including transaction costs, was $1,500 in subordinated convertible notes
("Notes") and $2,489 in cash. The Notes bear interest at a rate of 7% per
annum. The Notes are convertible into shares of the Company's Common Stock
at a conversion price of $20.80 per share. The Notes mature in five equal
installments with one series of notes becoming due annually beginning on
June 1, 1997. The acquisition has been accounted for under the purchase
method of accounting.
(8) On June 25, 1996, the Company filed a Form 8-K regarding the adoption of a
new rights agreement. The Company issued a dividend to shareowners of
record on July 2, 1996, of one right ("Right") for each outstanding share
of the Company's Common Stock. Each Right entitles shareowners to buy
1/100th of a share of Series B Junior Participating Preferred Stock at an
initial exercise price of $70.00. The Rights will be exercisable only if a
person or group acquires, or announces a tender offer, for 20 percent or
more of MSC's Common Stock. Upon an acquisition of 20 percent or more of
MSC's Common Stock by a person or group, the Rights (other than those held
by such person or group) "flip in" to the right to buy the number of shares
of MSC's Common Stock valued at two-times the exercise price of the Rights.
Additionally, if MSC enters into a merger or other business combination
with a person or group owning 20 percent or more of MSC's outstanding
Common Stock, the Rights (other than those held by such person or group)
"flip over" into the right to buy that number of shares of common stock of
the acquiring company valued at two-times the exercise price of the Rights.
MSC may exchange the Rights for its Common Stock on a one-for-one basis at
any time after a person or group has acquired 20 percent or more of its
outstanding Common Stock. MSC will be entitled to redeem the Rights at one
cent per Right (payable in Common Stock of the Company, cash or other
consideration, at MSC's option) at any time before public disclosure that a
20 percent position has been acquired. The Rights will expire on July 1,
2006, unless previously redeemed or exercised.
7
<PAGE>
Summarized Income Statement Information (Unaudited)
Walbridge Coatings, An Illinois Partnership
<TABLE>
<CAPTION>
Three Months Ended
May 31,
(In thousands) 1996 1995
- ---------------------------------- ------- -------
<S> <C> <C>
Net Revenues $18,066 $17,256
Gross Profit $ 817 $ 969
Income from Operations $ 187 $ 363
Net Loss $ (169) $ (127)
</TABLE>
NOTE: The Net Loss shown above does not directly correlate to the Equity in
Results of Partnership shown in the Company's Statement of Income due to
certain contractual allocation requirements of the Partnership. The
Company's primary financial benefit from participation in the
Partnership is in the form of revenues from operating the Walbridge,
Ohio facility. These revenues are included in the Company's net sales.
8
<PAGE>
<TABLE>
<CAPTION>
MATERIAL SCIENCES CORPORATION
FORM 10-Q/A
For the Quarter Ended May 31, 1996
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Material Sciences Corporation ("MSC" or "Company") operates in one business
segment comprised of the following four product groups: laminates and
composites, specialty films, coil coating and electrogalvanizing. The following
table provides a summary of net sales and the percent of net sales of MSC's
product groups.
Net Sales Summary Quarter Ended May 31,
- --------------------- ------------------------------------------
1996 1995
------------------- --------------------
Product Group: Dollars Percent Dollars Percent
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Laminates and Composites $15,458 22.5% $13,930 23.1%
Specialty Films 10,149 14.7% 5,760 9.5%
Coil Coating 28,114 40.8% 26,394 43.7%
Electrogalvanizing 15,163 22.0% 14,322 23.7%
------- ----- ------- -----
$68,884 100.0% $60,406 100.0%
======= ===== ======= =====
</TABLE>
9
<PAGE>
Accounting Irregularities And Restatement Of Financial Statements
As described in Note 1 of the Notes to Consolidated Financial Statements, on
April 7, 1997, the Company announced that it had discovered accounting
irregularities at one its operating units. An independent investigation has
confirmed that the controller of such operating unit acted alone and altered and
falsified that unit's financial reports beginning in fiscal 1995. The Company
has taken actions since learning of the accounting irregularities intended to
prevent a recurrence of this situation.
The Company's financial statements for the three months ended May 31, 1996 and
1995 have been restated to reflect the correction of the accounting
irregularities. The effect of this incident on results of operations for fiscal
1995 was not material and the amount related to this period is reflected in the
first quarter of fiscal 1996. After restatement, the pretax effect of the total
understatement of cost of sales related to the accounting irregularities
amounted to $1,060 and $2,776 for the three months ended May 31, 1996, and 1995,
respectively.
The Information In The Discussion Which Follows Is Presented After Restatement
Of The Financial Statements
RESULTS OF OPERATIONS
- ---------------------
Net Sales
Net sales in the first quarter of fiscal 1997 increased 14.0% over the first
quarter of fiscal 1996. Sales of laminates and composites increased by 11.0%;
specialty films 76.2%; coil coating 6.5%; and electrogalvanizing 5.9%.
Laminates And Composites
During the first quarter of fiscal 1997, laminates and composites sales grew
11.0% over the same period last year. All major products contributed to the
increase, which was led by disc brake noise damper materials.
Specialty Films
Sales of specialty films products increased 76.2% in the first quarter of fiscal
1997, as compared to the same quarter last year. The increase is attributable
to the acquisition of Solar Gard International, Inc. ("SGI") during the third
quarter of last year and gains across all major product lines. In addition, at
May 31, 1996, the Company completed the acquisition of a West Coast distributor,
further strengthening its position in this market.
Coil Coating
Coil coating sales for the three months ended May 31, 1996, were 6.5% higher
than the same period in fiscal 1996. Increased sales of building products,
clutch plates and automotive trim were partially offset by a decline in truck
trailer and fuel tank sales.
10
<PAGE>
Electrogalvanizing
MSC participates in the electrogalvanizing market through Walbridge Coatings
(the "Partnership"), a partnership among subsidiaries of MSC, Bethlehem Steel
Corporation ("Bethlehem") and Inland Steel Industries, Inc. ("Inland"). MSC's
net sales for electrogalvanizing consists of various fees charged to the
Partnership for operating the facility. Bethlehem and Inland are primarily
responsible for the sales and marketing activities of the Partnership. The
Company's primary financial benefits from the Partnership are the revenues
billed to Walbridge Coatings for operating the facility. These revenues
represent 22.0% and 23.7% of the Company's net sales in the first three months
of fiscal 1997 and 1996, respectively. The profitability for operating the
facility is comparable to the Company's overall operating results. Under the
equity method of accounting, the Company includes its portion of the Partnership
shown in the Consolidated Statements of Income. The amounts do not directly
correlate to the Company's 50% ownership interest due to contractual allocation
requirements of the Partnership agreement.
MSC's electrogalvanizing sales increased 5.9% and electrogalvanizing volume
increased 4.6% to 126,186 tons in the first quarter of fiscal 1997 from 120,623
tons in the prior fiscal year period. The increase in sales and volume over the
previous first quarter resulted from improved yields and higher line
utilization.
The sales and marketing responsibilities of the Partnership are split between
Bethlehem and Inland at 77% and 23%, respectively. During the first three
months of fiscal 1997, Inland utilized only 7% of available production line time
rather than its full 23% share. Bethlehem and other customers utilized this
additional available line time. Inland is reviewing its future involvement in
the Partnership, and therefore, there is no assurance that Inland will utilize
its full 23% of available line time on a long-term basis. The Company believes
that any short-term disruption in volume that might be caused by a reduction in
Inland's line time requirements could eventually be replaced by additional
volume from Bethlehem and other customers.
Gross Profit
MSC's gross profit margin was 25.4% for the first quarter of fiscal 1997 in
comparison to 22.8% for the same period last year. The increase was related to
incremental gross profit margin related to the SGI acquisition and inclusion of
$1,847 related to fiscal 1995 irregularities included in the first quarter of
fiscal 1996 offset by changes in the product mix, a more competitive pricing
environment and lower productivity at our Middletown, Ohio operation, due to an
unusually large number of new business qualification trials.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses increased to 16.6% of
sales in the first quarter of fiscal 1997 from 14.8% of sales for the same
period last fiscal year. This increase in SG&A was largely due to additional
ongoing expenses related to SGI. SG&A was also affected by the Company's
continued strategic plan for growth utilizing effective product marketing,
research and development and international marketing efforts.
11
<PAGE>
Total Other (Income) and Expense, Net and Income Taxes
Total other (income) and expense, net was income of $.4 million for the first
three months of fiscal 1997 as compared to income of $.3 million for the first
quarter of fiscal 1996. During the first quarter of fiscal 1997, the Company
capitalized interest expense of $.3 million, compared to $.1 million in the same
period last year. MSC's effective income tax rate was approximately 38.5%
during the first quarter of fiscal 1997 and fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the first quarter of fiscal 1997, MSC utilized $1.8 million of cash from
operating activities compared to $3.6 million in the first quarter last year.
The decrease in cash utilization is due mainly to the timing of vendor payments
of accounts payable, offset, in part by higher receivables and inventories.
For the three months ended May 31, 1996, MSC invested $12.4 million in capital
improvement projects compared with $4.8 million in the same period last year.
The increase in capital expenditures is due to the construction in process of a
new coil coating facility in Elk Grove Village, Illinois. In addition, the
Company purchased certain assets of a West Coast distributor of solar control
and safety window film for approximately $4.0 million payable in cash and
convertible notes.
MSC's long-term debt, less current portion, increased at May 31, 1996, to $34.8
million from $16.8 million at fiscal year end due mainly to increased capital
expenditures and the acquisition of the West Coast distributor of solar control
and safety window film. The Company maintains two unsecured lines of credit
totaling $50.0 million. There was $22.0 million outstanding under these lines
of credit as of May 31, 1996, versus $4.8 million as of February 29, 1996. The
Company has executed letters of credit totaling $4.9 million against these lines
leaving available lines of credit of $23.1 million at May 31, 1996. The Company
believes that its cash flow from operations, together with available financing
(including an increase in a line of credit if required), and cash on hand will
be sufficient to fund its working capital needs, capital expenditure program and
debt amortization.
The Company has a capital lease obligation, which was $6.5 million as of May 31,
1996, relating to a facility which the Company subleases to the Partnership. In
addition, throughout the term of the Partnership, the Company is contingently
responsible for 50% of the Partnership's financing requirements, including the
Company's share (approximately $3.4 million) of $6.8 million in Partnership
financing loans from third parties at May 31, 1996.
MSC continues to participate in the implementation of settlements with the
government for the clean-up of various Superfund sites. For additional
information, refer to MSC's Form 10-K/A for the fiscal year ended February 29,
1996.
12
<PAGE>
MATERIAL SCIENCES CORPORATION
FORM 10-Q/A
For The Quarter Ended May 31, 1996
PART II. OTHER INFORMATION
Item 6. Exhibits And Reports On Form 8-K
- -----------------------------------------
(a)(3)(i)(a) Certificate of Designation, Preferences and Rights of
Series B Junior Participating Preferred Stock.
(a)(3)(i)(b) Certificate of Elimination of the Designation of the Series
A Preferred Stock of Material Sciences Corporation.
(a)(27) Financial Data Schedule
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for
which this report is filed. On June 25, 1996, the Company
filed a Form 8-K regarding the adoption of a new rights
agreement.
13
<PAGE>
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, in Elk Grove Village, State of Illinois,
on the 23rd day of May, 1997.
MATERIAL SCIENCES CORPORATION
By: /s/ Gerald G. Nadig
-------------------
Gerald G. Nadig
President and Chief Executive Officer
By:/s/ James J. Waclawik, Sr.
--------------------------
James J. Waclawik, Sr.
Vice President, Chief Financial
Officer, and Secretary
14
<PAGE>
MATERIAL SCIENCES CORPORATION
QUARTERLY REPORT ON FORM 10-Q/A
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description of Exhibit Numbered Page
- -------------- ---------------------- -------------
<S> <C> <C>
(3)(i)(a) Certificate of Designation, **
Preferences and Rights of
Series B Junior Participating
Preferred Stock.
(3)(i)(b) Certificate of Elimination of **
the Designation of the Series
A Preferred Stock of Material
Sciences Corporation.
(4) Rights Agreement, dated as of *
June 20, 1996, between Material
Sciences Corporation and
ChaseMellon Shareholder
Services, L.L.C., as Rights Agent,
including the form of Certificate
of Designation, Preferences and
Rights of Series B Junior
Participating Preferred Stock
attached thereto as Exhibit A, the
form of Rights Certificate attached
thereto as Exhibit B and the
Summary of Rights attached thereto
as Exhibit C.
(27) Financial Data Schedule
</TABLE>
* Incorporated by reference to the Company's Registration Statement on Form
8-A, filed with the Commission on June 25, 1996.
** Previously filed with the Company's Form 10-Q for the quarterly period ended
May 31, 1996.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the Consolidated Statements of Income and Consolidated Balance Sheet and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> MAY-31-1996
<CASH> 3,912
<SECURITIES> 0
<RECEIVABLES> 35,208
<ALLOWANCES> 4,585
<INVENTORY> 30,574
<CURRENT-ASSETS> 73,177
<PP&E> 198,094
<DEPRECIATION> 78,077
<TOTAL-ASSETS> 219,008
<CURRENT-LIABILITIES> 39,432
<BONDS> 34,776
<COMMON> 322
0
0
<OTHER-SE> 122,599
<TOTAL-LIABILITY-AND-EQUITY> 219,008
<SALES> 68,884
<TOTAL-REVENUES> 68,884
<CGS> 51,375
<TOTAL-COSTS> 51,375
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,454
<INCOME-TAX> 2,485
<INCOME-CONTINUING> 3,969
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,969
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
