FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 0-5610
Paxar Corporation
(Exact name of registrant as specified in its charter)
New York 13-5670050
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
105 Corporate Park Drive, White Plains, N.Y. 10604
(Address of principal executive offices)
(914) 697-6800
(Registrant's telephone number, including area code)
275 North Middletown Road, Pearl River, N.Y. 10965
(Former name, former address and former fiscal year,
if changed since last report)
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 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
(June 30, 1995)
Common Stock, $0.10 par value: 17,690,198 shares<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 2.
PART 1. FINANCIAL INFORMATION
_____________________________
The financial statements included herein have been prepared by
Paxar Corporation (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
While certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, the Company
believes that the disclosures made herein are adequate to make
the information presented not misleading. It is recommended that
these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994.
In the opinion of the Company, all adjustments, consisting only
of normal recurring accruals and adjustments, necessary to
present fairly the financial information contained herein, have
been included.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 3.
Item 1. Financial Statements
<TABLE>
PAXAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Six Months
Ended June 30 Ended June 30
________________ ________________
1995 1994 1995 1994
_______ _______ _______ _______
(in thousands, except per
share amounts)
<S> <C> <C> <C> <C>
Sales $52,899 $42,462 $103,423 $78,444
Cost of sales 33,537 26,740 65,569 50,138
_______ _______ ________ _______
Gross profit 19,362 15,722 37,854 28,306
Selling, general and
administrative expenses 12,626 10,199 25,004 19,385
_______ _______ ________ _______
Operating income 6,736 5,523 12,850 8,921
Interest expense, net 349 278 751 326
_______ _______ ________ _______
Income before taxes 6,387 5,245 12,099 8,595
Taxes on income 1,979 1,835 3,750 3,007
_______ _______ ________ _______
Net income $ 4,408 $ 3,410 $ 8,349 $ 5,588
_______ _______ ________ _______
Weighted average shares
outstanding 17,940 17,509 17,859 17,474
_______ _______ ________ _______
Earnings per share $0.25 $0.19 $0.47 $0.31
_______ _______ ________ _______
<FN>
See Notes to Consolidated Financial Statements<PAGE>
</FN>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 4.
<TABLE>
PAXAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, 1995 Dec. 31, 1994
_____________ _____________
(unaudited)
(in thousands, except
share amounts)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 2,145 $ 3,136
Short-term investments 1,589 1,365
Receivables, less allowance for doubtful
accounts of $714 in 1995 and $506 in 1994 32,932 28,880
Inventories (Note 4) 28,904 27,045
Other current assets 4,089 2,780
Deferred income taxes 803 803
_________ _________
Total current assets 70,462 64,009
_________ _________
Property, plant and equipment, at cost 77,210 73,580
Less: Accumulated depreciation 26,638 23,533
_________ _________
Net property, plant and equipment 50,572 50,047
_________ _________
Investment in Monarch (Note 3) 15,050 -
Goodwill, net 13,778 14,010
Other assets 734 637
_________ _________
$150,596 $128,703
_________ _________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Due to banks $ 3,572 $ 5,344
Current maturities of long-term debt (Note
5) 605 641
Accounts payable and accrued liabilities
(Note 6) 20,043 18,253
Accrued taxes on income 1,898 799
_________ _________
Total current liabilities 26,118 25,037
_________ _________
Long-term debt (Note 5) 24,930 13,796
Deferred income taxes 10,712 10,391
Other, net 1,726 1,626
Shareholders' equity:
Preferred Stock, $0.01 par value,
5,000,000 shares authorized, none issued
and outstanding - -
Common Stock, $0.10 par value,
30,000,000 shares authorized, 17,690,198
and 17,566,061 shares issued and
outstanding, in 1995 and 1994,
respectively 1,769 1,756
Paid-in capital 36,167 35,432 <PAGE>
Retained earnings 50,091 41,742
Foreign currency translation adjustments (917) (1,077)
_________ _________
Total shareholders' equity 87,110 77,853
_________ _________
$150,596 $128,703
_________ _________
<FN>
See Notes to Consolidated Financial Statements<PAGE>
</FN>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 5.
<TABLE>
PAXAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended June 30, 1995 and 1994
(in thousands, except share amounts)
(Unaudited)
<CAPTION>
Foreign
Currency
Common Stock Paid-in Retained Translation
Shares Amount Capital Earnings Adjustments
______ ______ _______ ________ ___________
<S> <C> <C> <C> <C> <C>
Balance, December
31, 1993 13,754,323 $1,375 $31,945 $30,493 $(1,356)
Net income - - - 5,588 -
Stock issued -
acquisition 100,000 10 1,390 - -
Exercise of
stock options 34,351 4 125 - -
Translation
adjustments - - - - 410
__________ ______ _______ _______ ________
Balance, June 30,
1994 13,888,674 $1,389 $33,460 $36,081 $( 946)
__________ ______ _______ _______ ________
Balance December
31, 1994 17,556,061 $1,756 $35,432 $41,742 $(1,077)
Net income - - - 8,349 -
Exercise of
stock options 105,204 10 355 - -
Employee stock
purchase plan 28,933 3 380 - -
Translation
adjustments - - - - 160
__________ ______ _______ _______ ________
Balance, June 30,
1995 17,690,198 $1,769 $36,167 $50,091 $( 917)
__________ ______ _______ _______ ________
<FN>
See Notes to Consolidated Financial Statements<PAGE>
</FN>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 6.
<TABLE>
PAXAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months
Ended June 30
1995 1994
________ ________
(in thousands)
<S> <C> <C>
Operating activities:
Net income $ 8,349 $ 5,588
________ ________
Depreciation and amortization 3,988 3,088
Deferred Income Taxes 321 396
Changes in assets and liabilities:
Receivables (4,052) (3,504)
Inventories (1,859) (679)
Other current assets (1,533) (2,369)
Accounts payable and accrued liabilities 1,974 775
Taxes on income 1,099 994
Other, net 100 34
________ ________
38 (1,265)
________ ________
Net cash provided by operating
activities 8,387 4,323
________ ________
Investing activities:
Purchase of property, plant and equipment (4,345) (6,560)
Investment in Monarch (15,050) -
Acquisition, net of cash acquired - (12,348)
Other (33) (128)
________ ________
Net cash used in investing activities (19,428) (19,036)
________ ________
Financing activities:
Decrease of short-term debt (1,808) (564)
Additions of long-term debt 16,400 17,299
Reductions of long-term debt (5,266) (6,151)
Amount due for business acquired - 3,232
Stock issued for acquisition - 1,400
Exercise of stock options/stock purchase
plan 748 129
________ ________
Net cash provided by financing
activities 10,074 15,345
________ ________
Other activities:
Effect of exchange rate changes on cash (24) 73
________ ________
(Decrease) increase in cash (991) 705
Cash, at beginning of year 3,136 737 <PAGE>
________ ________
Cash at end of period $ 2,145 $ 1,442
________ ________
<FN>
See Notes to Consolidated Financial Statements<PAGE>
</FN>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 7.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
NOTE 1: GENERAL:
The accounting policies followed during the interim periods
reported on are in conformity with generally accepted accounting
principles, and are consistent with those applied for annual
periods as described in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994. Other than Balance Sheet
amounts as of December 31, 1994, all amounts contained herein are
unaudited.
RECLASSIFICATIONS:
Certain reclassifications have been made to prior year amounts to
conform to the current year presentation.
NOTE 2: BUSINESS ACQUISITION:
On May 2, 1994, the Company acquired, through its wholly owned
subsidiaries, ownership of the corporate capital of the Italian
companies Collitex, S.r.l., Astria, S.r.l. and T.I.E., S.r.l.
("Collitex"). The total purchase price, net of cash acquired,
was approximately $12.6 million, which includes the issuance of
125,000 shares of the Company's common stock valued at $11.20 per
share (share amounts adjusted for subsequent stock split) and
$619 due in April 1997. In addition, up to $1.5 million of
additional consideration may be paid in April 1997, if the
average earnings of the Collitex Group in the 1994-96 period
exceeds a stipulated base level. Such additional consideration,
if any, would represent additional purchase price and,
accordingly, would increase goodwill.
On October 10, 1994, the Company acquired, through its wholly
owned subsidiaries, Orvafin S.r.l. and its affiliates ("Orvac"),
an Italian company. The total purchase price, net of cash
acquired, was $6.1 million, which includes the issuance of
125,000 shares of the Company's common stock, valued at $10.875
per share, and $606 due in October 1995.
The acquisitions of the Collitex Group and Orvac are being
accounted for as purchases with assets acquired and liabilities
assumed recorded at their estimated fair values at the date of
acquisition. The excess of the purchase price and transaction
costs over the fair value of net assets acquired is recorded as
goodwill. Liabilities assumed include deferred income taxes
related to differences between the basis of assets and
liabilities (principally property, plant and equipment) for tax
and financial reporting purposes and to certain government grants
previously received by Collitex and Orvac which would be subject
to Italian tax if distributed.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 8.
The following unaudited proforma results of operations assumes
the acquisitions occurred at the beginning of 1994. These
proforma results have been prepared for comparative purposes only
and do not purport to be indicative of the results of operations
which may result in the future.
<TABLE>
(unaudited)
Six Months
Ended June 30
1994
______________
<S> <C>
Sales $85,609
_______
Net income $ 6,453
_______
Earnings per share $0.37
_______
</TABLE>
NOTE 3: INVESTMENT IN MONARCH:
On June 29, 1995, the Company invested $15.0 million in a new
company, jointly formed by Paxar Corporation and Odyssey Partners
L.P., which simultaneously acquired Monarch Marking Systems, Inc.
and related companies ("Monarch") from Pitney Bowes, Inc.
("Pitney Bowes"). The Company's investment, which represents a
49.5% interest, will be accounted for using the equity method.
The following unaudited proforma results of operations assume the
investment and acquisition occurred at the beginning of 1994, and
include the proforma results of the Collitex and Orvac
acquisitions discussed in Note 2 above. The Monarch net income
used in these proforma results is preliminary and subject to
certain closing audit adjustments and the final purchase price
allocation. These proforma results have been prepared for
comparative purposes only and do not purport to be indicative of
the results of operations which may result in future.
<TABLE>
(Unaudited)
Six Months Ended
June 30, 1995 June 30, 1994
_____________ _____________
<S> <C> <C>
Sales $103,423 $ 85,609
________ ________
Net income $ 8,706 $ 7,728
________ ________
Earnings per share $0.49 $0.44
________ ________<PAGE>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 9.
NOTE 4: INVENTORIES:
The components of inventories are set forth below:
<TABLE>
June 30, 1995 Dec. 31, 1994
_____________ _____________
<S> <C> <C>
Raw materials $15,567 $13,484
Work-in-Process 3,083 3,267
Finished goods 10,254 10,294
_______ _______
$28,904 $27,045
_______ _______
</TABLE>
NOTE 5: LONG-TERM DEBT:
An analysis of long-term debt is set forth below:
<TABLE>
June 30, 1995 Dec. 31, 1994
_____________ _____________
<S> <C> <C>
Unsecured revolving bank
facility $22,500 $11,100
Secured and unsecured loans on
foreign property, plant and
machinery 2,548 2,795
Secured loans on foreign real
estate, plant and machinery 285 320
Mortgage loans on land and
buildings 202 222
_______ _______
25,535 14,437
Less current maturities 605 641
_______ _______
$24,930 $13,796
_______ _______
</TABLE>
NOTE 6: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:
A summary of accounts payable and accrued liabilities is set
forth below:
<TABLE>
June 30, 1995 Dec. 31, 1994
_____________ _____________
<S> <C> <C>
Accounts payable $10,024 $ 9,551
Accrued payroll costs 4,479 3,838
Other accrued liabilities 5,540 4,864
_______ _______
$20,043 $18,253
_______ _______ <PAGE>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 10.
NOTE 7: SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest and income taxes is set forth below:
<TABLE>
Six Months Ended
June 30, 1995 June 30, 1994
_____________ _____________
<S> <C> <C>
Interest $ 688 $ 202
Income Taxes $1,779 $1,367
</TABLE>
Cash paid for business acquisition and the fair value of assets
acquired and liabilities assumed is set forth below:
<TABLE>
June 30, 1994
_____________
<S> <C>
Fair value of assets acquired,
including $8,416 Goodwill $20,838
Liabilities assumed (8,490)
_______
Cash paid for business
acquisition, subject to final
adjustment $12,348
_______ <PAGE>
</TABLE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 11.
PAXAR CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Operating Results:
The following table shows each element of the income statement as
a percent of sales for the periods indicated:
<TABLE>
Three Months Six Months
Ended June 30 Ended June 30
_____________ _____________
1995 1994 1995 1994
____ ____ ____ ____
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 63.4 63.0 63.4 63.9
_____ _____ _____ _____
Gross Profit 36.6 37.0 36.6 36.1
Selling, general and
administrative
expenses 23.9 24.0 24.2 24.7
_____ _____ _____ _____
Operating income 12.7 13.0 12.4 11.4
Interest expense, net 0.6 0.6 0.7 0.4
_____ _____ _____ _____
Income before taxes 12.1 12.4 11.7 11.0
Taxes on income 3.8 4.4 3.6 3.9
_____ _____ _____ _____
Net income 8.3% 8.0% 8.1% 7.1%
_____ _____ _____ _____
</TABLE>
Second Quarter 1995 compared to 1994:
____________________________________
Sales increased to $52.9 million or 25% for the three months
ended June 30, 1995 compared to $42.4 million for the three
months ended June 30, 1994. Domestic sales increased from $30.1
million for the three months ended June 30, 1994 to $34.8 million
for the comparable period in 1995. Foreign-based and export
sales increased from $12.3 million or 29% for the three months
ended June 30, 1994 to $18.1 million or 34% for the comparable
period in 1995. Acquisitions made in 1994 contributed $5.2
million in 1995 and $2.0 million in 1994. Exclusive of the
acquisitions the Company's apparel identification business grew
18%, its labeling systems business grew 18% and its electronic
systems and bar code products business grew 17% in the three
months ended June 30, 1995 as compared with the three months
ended June 30, 1994.
The gross profit increased to $19.4 million in the three months
ended June 30, 1995 compared to $15.7 million in the comparable
period of 1994, an increase of 23%. The gross profit margin was
36.6% for the current period compared to 37.0% for the three
months ended June 30, 1994.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 12.
Selling, general and administrative expenses increased to $12.6
million for the three months ended June 30, 1995 compared to
$10.2 million for the comparable period of 1994, an increase of
24%. As a percent of sales, selling, general and administrative
expenses declined slightly to 23.9% for the three months ended
June 30, 1995 compared to 24.0% for the comparable period in
1994.
Operating income increased to $6.7 million (12.7% of sales) for
the three months ended June 30, 1995 compared to $5.5 million
(13.0% of sales) for the three months ended June 30, 1994.
Interest expense, net increased to $349,000 for the three months
ended June 30, 1995 compared to $278,000 for June 30, 1994. The
increase is attributable to higher levels of bank borrowings
arising from the acquisitions in May and October, 1994.
Income before taxes increased to $6.4 million (12.1% of sales)
for the three months ended June 30, 1995 as compared with $5.2
million (12.4% of sales) for the three months ended June 30,
1994.
The effective income tax rate was 31% for the three months ended
June 30, 1995 compared to 35% for the three months ended June 30,
1994. The overall effective tax rate is impacted by many factors
including different statutory rates on foreign income. The lower
rate is mainly attributable to lower rates on income derived from
foreign sources, particularly from Hong Kong and in Italy where
the companies acquired in 1994 receive special tax abatement
incentives which expire from 1995 through 1999.
Net income increased in the 1995 period to $4.4 million ($0.25
per share) from $3.4 million ($0.19 per share) in the 1994
period, an increase of 29%.
Six Months 1995 Compared to 1994:
________________________________
Sales increased to $103.4 million for the six months ended June
30 1995 compared to $78.4 million for the six months ended June
30, 1994, an increase of 32%. Domestic sales increased from
$57.0 million for the six months ended June 30, 1994 to $68.1
million for the comparable period in 1995. Foreign-based and
export sales increased from $21.4 million (27% of sales) for the
six months ended June 30, 1994 to $35.3 million (34% of sales)
for the comparable period in 1995. Acquisitions made in 1994
contributed $10.5 million in 1995 and $2 million in 1994.
Exclusive of the acquisitions, the Company's apparel
identification business grew 24%, its labeling systems business
grew 19% and its electronic systems and bar code products
business grew 20% in the six months ended June 30, 1995, as
compared with the six months ended June 30, 1994.
The gross profit increased to $37.9 million in the six months <PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 13.
ended June 30, 1995 compared to $28.3 million in the comparable
period of 1994, an increase of 34%. The gross profit margin
increased to 36.6% in the current period compared to 36.1% for
the six months ended June 30, 1994.
Selling, general and administrative expenses increased to $25.0
million for the six months ended June 30, 1995 compared to $19.4
million for the comparable period of 1994, an increase of 29%.
As a percentage of sales, selling, general and administrative
expenses declined to 24.2% for the six months ended June 30, 1995
compared to 24.7% for the comparable period in 1994.
Operating income increased to $12.9 million (12.4% of sales) for
the six months ended June 30, 1995 compared to $8.9 million
(11.4% of sales) for the six months ended June 30, 1994.
Interest expense, net increased to $751,000 for the six months
ended June 30, 1995 compared to $326,000 for June 30, 1994. The
increase is attributable to higher levels of bank borrowings
arising from the acquisitions in May and October 1994.
Income before taxes increased to $12.1 million (11.7% of sales)
for the six months ended June 30, 1995 as compared with $8.6
million (11.0% of sales) for the six months ended June 30, 1994.
The increase in pretax profit for the six months ended June 30,
1995 compared to June 30, 1994 is summarized as follows:
<TABLE>
(in millions)
<S> <C>
Amount due to sales increase less
increased selling, general and
administrative expenses $3.5
Amount due to increase in gross
margin 0.4
Amount due to increased interest
costs (0.4)
_____
Total $3.5
_____
</TABLE>
The effective income tax rate was 31% for the six months ended
June 30, 1995 compared to 35% for the six months ended June 30,
1994. The overall effective tax rate is impacted by many factors
including different statutory rates on foreign income. The lower
rate is mainly attributable to lower rates on income derived from
foreign sources, particularly from Hong Kong and in Italy where
the companies acquired in 1994 received special tax abatement
incentives which expire from 1995 through 1999.
Net income increased in the 1995 period to $8.3 million ($0.47
per share) from $5.6 million ($0.31 per share) in the 1994
period, an increase of 49%.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 14.
Liquidity and Capital Resources:
The table below presents the summary of cash flow for the periods
indicated:
<TABLE>
(in millions)
Six Months
Ended June 30
______________
1995 1994
____ ____
<S> <C> <C>
Net cash provided by operating
activities $ 8.4 $ 4.3
Net cash used in investing activities (19.4) (19.0)
Net cash provided by financing
activities 10.0 15.4
_______ _______
Total change in cash $ (1.0) $ 0.7
_______ _______
</TABLE>
Operating activities:
Cash provided by operating activities continues to be the
Company's primary source of funds to finance operating needs and
capital expenditures. Cash provided by operating activities as
of June 30, 1995 was $8.4 million compared to $4.3 million in the
six months ended June 30, 1994. Depreciation and amortization
was $4.0 million during the first six months of 1995 compared to
$3.1 million in the comparable period of 1994.
Investing activities:
During the six months ended June 30, 1995, capital expenditures
were $4.3 million compared to $6.6 million during the six months
ended June 30, 1994. The Company anticipates that capital
expenditures for the year ending December 31, 1995 will
approximate $11.5 million.
The Company invested $15.0 million on June 29, 1995 in a new
company jointly formed by Paxar Corporation and Odyssey Partners
L.P., which acquired Monarch Marking Systems, Inc. from Pitney
Bowes (see Note 3). On May 2, 1994, the Company acquired
Collitex, S.r.l. and Astria S.r.l. (the Collitex Group) for a
total purchase price of approximately $12.4 million (see Note 2).
The Company intends to continue its growth, in part by
acquisitions of other complementary or related businesses, and
believes that further acquisitions outside the United States
would be of important strategic value.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 15.
Financing activities:
The table below shows the components of total capital at:
<TABLE>
(in millions)
June 30, Dec. 31,
1995 1994
_______ _______
<S> <C> <C>
Long-term debt $ 24.9 $ 13.8
Shareholder's equity 87.1 77.9
______ ______
Total capital $112.0 $ 91.7
______ ______
Long-term debt as a percent of total
capital 22.2% 15.0%
______ ______
Long-term debt increased to $24.9 million at June 30, 1995 from
$13.8 million at December 31, 1994. The increase was required to
fund investing activities described above. At June 30, 1995,
long-term debt as a percent of total capital was 22.2% compared
to 15.0% at December 31, 1994.
The Company has a revolving credit agreement allowing it to
borrow up to $43 million. At June 30, 1995, there was $20.5
million available under the revolving credit agreement. The
revolving credit agreement provides for the reduction of the
commitment at the rate of $1.25 million per quarter commencing on
March 30, 1996. Any remaining balance outstanding will be due
March 30, 1999. At June 30, 1995, the Company was in compliance
with all provisions of the loan agreement.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 16.
PART II. OTHER INFORMATION
___________________________
Item 4. Submission of Matters to a Vote of Security Holders
On April 25, 1995 the Company held an Annual Meeting of
Shareholders to elect four Directors, each to serve for a term of
two years and until their successors are fully elected and
qualified, and to ratify the appointment of Arthur Andersen LLP,
as the Company's independent public accountants for the year
ended December 31, 1995. The nominees for election to the Board
of Directors received the following votes cast:
For Election Withholding Abstentions
Authority and Broker
Non-Votes
____________ __________ ___________
Victor Hershaft 15,088,755 214,945 -
Jack Becker 14,939,265 364,435 -
Robert Laidlaw 15,140,135 163,565 -
David E. McKinney 15,147,135 156,565 -
15,123,614 shares were voted in favor of the ratification of the
appointment of Arthur Andersen LLP, 8,447 shares were voted
against such ratification, and there were 171,638 abstentions and
broker non-votes on such matter.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit Index. None.
b) Reports on Form 8-K. The Registrant filed a Current Report
on Form 8-K, dated June 6, 1995 to report that it had
entered into an agreement with Odyssey Partners L.P. to
jointly acquire Monarch Marking Systems, Inc. and certain
related companies from Pitney Bowes, Inc.<PAGE>
<PAGE>
FORM 10-Q
JUNE 30, 1995
PAGE 17.
PAXAR CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PAXAR CORPORATION
______________________________
Registrant
/s/ Jack R. Plaxe
______________________________
Signature
Jack R. Plaxe
______________________________
Full Name of Signing Officer
Vice President and
Chief Financial Officer *
______________________________
Title of Signing Officer
August 11, 1995
______________________________
Date
*Mr. Plaxe has signed this Report in the dual capacity of duly
authorized officer and Chief Financial Officer.<PAGE>
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<NAME> PAXAR CORPORATION
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
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