PAXAR CORP
10-Q, 1996-07-30
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(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, 1996

                                       OR

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

         For the transition period from ____________ to _____________


                          Commission file number 0-5610

                                PAXAR CORPORATION
             (Exact name of registrant as specified in its charter)

                               New York 13-5670050
                (State or other jurisdiction of (I.R.S. Employer
              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)

  (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 issuers's classes of
common stock, as of the latest practicable date.  (June 30, 1996)

               Common Stock, $0.10 par value: 22,317,126 shares


<PAGE>


                          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, 1995.

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>


Item 1:     Financial Statements


                       PAXAR CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                    Three Months             Six Months
                                   Ended June  30          Ended June 30
                                  1996        1995        1996        1995
                                  ----        ----        ----        ----
                                  (in thousands, except per share amounts)
Sales                          $57,554     $52,899    $110,304    $103,423

Cost of sales                   36,257      33,537      69,513      65,569
                              --------    --------   ---------    --------

    Gross profit                21,297      19,362      40,791      37,854

Selling, general and
   administrative expenses      14,133      12,626      27,636      25,004
                              --------    --------   ---------    --------

    Operating income             7,164       6,736      13,155      12,850

Equity in net income of          
   affiliate                     1,014           -       1,566           -

Interest expense, net             (478)       (349)       (990)       (751)     
                              --------    --------   ---------    --------

    Income before taxes          7,700       6,387      13,731      12,099

Taxes on income                  2,087       1,979       3,775       3,750
                              --------    --------   ---------    --------

Net income                    $  5,613    $  4,408   $   9,956   $   8,349
                              ========    ========   =========   =========

Weighted average shares         
   outstanding                  22,719      22,425      22,648      22,324
                              ========    ========   =========   =========
Earnings per share            $   0.25    $   0.20   $    0.44   $    0.37
                              ========    ========   =========   =========
















                See Notes to Consolidated Financial Statements

<PAGE>



                       PAXAR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                          June 30, 1996 Dec. 31, 1995
                                          ------------- -------------
                                            (unaudited
                                              (in thousands, except
                                                 share amounts)
ASSETS
Current assets:
Cash                                        $     3,221  $      3,466
Short-term investments                            1,649         3,219
Receivables, less allowance for doubtful
   accounts of $762 in 1996 and $585 in          
   1995                                          39,739        31,321
Inventories                                      31,085        29,322
Other current assets                              4,222         3,082
Deferred income taxes                               527           527
                                            -----------  ------------
    Total current assets                         80,443        70,937
                                            -----------  ------------
Property, plant and equipment, at cost           91,531        83,918
   Accumulated depreciation                     (34,163)      (30,062)
                                            -----------  ------------
    Net property, plant and equipment            57,368        53,856
                                            -----------  ------------
Long-term investments                             4,005             -
Investment in affiliate                          17,543        15,969
Goodwill                                         18,856        15,802
Other assets                                        640           576
                                            -----------  ------------
                                            $   178,855  $    157,140
                                            ===========  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Due to banks                                $     1,829   $     2,991
Current maturities of long-term debt                575           529
Accounts payable and accrued liabilities         26,517        19,143
Accrued taxes on income                           3,087         1,595
                                           ------------  ------------
    Total current liabilities                    32,008        24,258
                                           ------------  ------------
Long-term debt                                   27,998        23,121
Deferred income taxes                            11,173        11,136
Other liabilities                                 1,432         3,429
Shareholders' equity:
   Preferred Stock, $0.01 par value,
    5,000,000 shares authorized, none
    issued and outstanding                            -             -
   Common Stock, $0.10 par value,
    100,000,000 shares authorized,
    22,317,126 and 22,207,820 shares              
    issued and outstanding, in 1996 and
    1995, respectively                            2,232         2,221
Paid-in capital                                  37,562        36,723
Retained earnings                                66,958        57,002
Foreign currency translation adjustments           (508)         (750)
                                           ------------  ------------
    Total shareholders' equity                  106,244        95,196
                                           ------------  ------------
                                           $    178,855  $    157,140
                                           ============  ============





                See Notes to Consolidated Financial Statements

<PAGE>



                       PAXAR CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               For the Six Months Ended June 30, 1996 and 1995
                      (in thousands, except share amounts)

                                   (Unaudited)
                                                                      Foreign
                                                                      Currency
                              Common Stock     Paid-in  Retained     Translation
                           Shares     Amount   Capital  Earnings     Adjustments
                           ------     ------   -------  --------     -----------
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)
                          ==========  ======   =======  =======         =======


Balance, December 31,     
   1995                   22,207,820  $2,221   $36,723  $57,002         $  (750)
    Net income                   -         -         -    9,956               -
    Exercise of stock       
      options                 85,047       9       469        -               -
    Employee stock
      purchase plan           24,259       2       370        -               -
    Translation 
      adjustments                  -       -         -        -             242
                          ----------  ------   -------  -------         -------
     
Balance, June 30, 1996    22,317,126  $2,232   $37,562  $66,958         $  (508)
                          ==========  ======   =======  =======         =======






















                See Notes to Consolidated Financial Statements

<PAGE>



                       PAXAR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)


                                                Six Months Ended June 30
                                                 1996               1995
                                                 ----               ----
                                                     (in thousands)
OPERATING ACTIVITIES:
Net income                                  $   9,956          $   8,349
                                            ---------          ---------

Depreciation and amortization                   4,505              3,988
Deferred income taxes                              37                321
Equity in net income of affiliate              (1,566)                -
Change in assets and liabilities,
 net of business acquired:
    Receivables                                (7,794)            (4,052)
    Inventories                                (1,472)            (1,859)
    Other current assets                         (917)            (1,309)
    Accounts payable and accrued                
     liabilities                                6,387              1,974
    Taxes on income                             1,448              1,099
    Other liabilities                          (1,997)               100
                                            ---------          ---------
                                               (1,369)               262
                                            ---------          ---------
    Net cash provided by operating
     activities                                 8,587              8,611
                                            ---------          ---------


INVESTING ACTIVITIES:
Decrease (increase) of short-term               
 investments                                    1,570               (224)
Purchases of property, plant and               
 equipment                                     (6,481)            (4,345) 
Purchase of long-term investments              (4,005)                -
Investment in affiliates                           -             (15,050)
Acquisition of Brian Pulfrey Ltd.              (4,613)                -
Other                                               7                (33)
                                            ---------          ---------
    Net cash used in investing
     activities                               (13,522)           (19,652)
                                            ---------          ---------
    

FINANCING ACTIVITIES:
Decrease of short-term debt                    (1,116)            (1,808)
Additions of long-term debt                    18,854             16,400
Reductions of long-term debt                  (13,977)            (5,266)
Exercise of stock options/
 stock purchase plan                              850                748
                                            ---------         ----------
    Net cash provided by financing
     activities                                 4,611             10,074
                                            ---------         ----------
    

OTHER ACTIVITIES:
Effect of exchange rate changes on cash            79                (24)
                                            ---------         ----------
Increase (decrease) in cash                      (245)              (991)
Cash, at beginning of year                      3,466              3,136
                                            ---------         ----------
Cash at end of period                       $   3,221         $    2,145
                                            =========         ==========





                See Notes to Consolidated Financial Statements

<PAGE>



NOTES TO CONSOLIDATED  FINANCIAL  STATEMENTS Dollars in thousands,  except share
data.

NOTE 1:     GENERAL

The accounting  policies  followed during interim periods 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,  1995.  Other  than  Balance  Sheet  amounts as of
December 31, 1994 and 1995, 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 January  22,  1996,  the  Company,  through  its United  Kingdom  subsidiary,
purchased the outstanding  capital stock of Brian Pulfrey  Limited  ("Pulfrey").
The purchase price was  approximately  $4.6 million and is subject to adjustment
for changes in net assets, as defined.  Pulfrey  manufactures printed labels and
tags principally for U.K. apparel and retail  companies.  The acquisition is not
expected  to have a  significant  effect on the  revenues  or net  income of the
Company.

The  acquisition is being  accounted for as a purchase 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.

Cash paid for this business  acquisition  and the fair value of assets  acquired
and liabilities assumed is set forth below:

                                                      June 30, 1996
                                                      -------------
Estimated fair value of assets acquired,
   including goodwill of $3,278                            $ 5,807
Liabilities assumed                                         (1,194)
                                                           -------
Cash paid                                                  $ 4,613
                                                           =======

NOTE 3:     INVESTMENT IN AFFILIATE

On June 29, 1995,  the Company  invested  $15.0  million in a new joint  venture
company, which simultaneously acquired Monarch Marking Systems, Inc. and related
companies  ("Monarch").  Monarch  manufactures and markets marking equipment and
supplies in the U.S., United Kingdom, Germany, France, Mexico, Canada, Hong Kong
and Australia,  and sells and distributes  marking  equipment and supplies in 75
other countries around the world. The Company's  investment,  which represents a
49% interest  (initially  49.5%) is being accounted for using the equity method.
As of June 30, 1996, the Company's  investment in Monarch represents the initial
investment,  together with related costs and expenses, plus the Company's equity
in Monarch's net income for the period June 29, 1995 to June 30, 1996.

The following  unaudited  proforma  results of operations  assume the investment
occurred at the beginning of 1995. The Monarch  purchase price allocation is not
complete,  and  adjustments,  which  are  not  expected  to be  material  to the
Company's share of Monarch's net income,  may be necessary.  In the 1995 period,
Monarch's results include $6.1 million of non-recurring  charges for adjustments
to operating items,  and  accordingly,  the proforma results shown below reflect
the Company's share of these charges.  These proforma  results do not purport to
be indicative of the results of operations which may result in the future.


<PAGE>



                                Six Months Ended
                                  June 30, 1995
                                   (Unaudited)

Sales                                   $103,423

Net income                                $8,706

Earnings per share                         $0.39


NOTE 4:     INVENTORIES

The components of inventories are set forth below:

                                   June 30, 1996    December 31, 1995
                                   -------------    -----------------
Raw materials                            $17,758              $16,603
Work-in-Process                            3,096                2,850
Finished goods                            10,231                9,869
                                         -------              -------
                                         $31,085              $29,322
                                         =======              =======


NOTE 5:     LONG-TERM INVESTMENTS

Long-term  investment  consists  of the  unexpended  portion  of  proceeds  made
available  by the  Economic  Development  Revenue  Bonds (see Note 7 of Notes to
Consolidated  Financial  Statements).  The funds are  invested in U.S.  Treasury
obligations bearing interest at a weighted average rate of 6%.


NOTE 6:     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

A summary of accounts payable and accrued liabilities is set forth below:

                                   June 30, 1996    December 31, 1995
                                   -------------    -----------------
Accounts payable                         $12,782              $ 9,984
Accrued payroll costs                      4,343                4,729
Other accrued liabilities                  9,392                4,430
                                         -------              -------
                                         $26,517              $19,143
                                         =======              =======


<PAGE>


NOTE 7:     LONG-TERM DEBT

An analysis of long-term debt is set forth below:

                                   June 30, 1996    December 31, 1995
                                   -------------    -----------------
Unsecured revolving bank                 
   facility                              $18,000              $20,900
Economic Development Revenue               
   Bond                                    8,000                    -
Secured and unsecured loans
   on foreign property, plant              
   and machinery                           2,166                2,309
Other                                        407                  441
                                         -------              -------
                                          28,573               23,650
Less current maturities                      575                  529
                                         -------              -------
                                         $27,998              $23,121
                                         =======              =======


NOTE 8:     SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest and income taxes is set forth below:

                                          Six Months Ended
                                   June 30, 1996      June 30, 1995
                                   -------------      -------------
Interest                                    $978               $688
Income Taxes                              $2,137             $1,779


<PAGE>



Item 2:     Managements 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:

                                   Three Months               Six Months
                                  Ended June 30              Ended June 30
                                1996          1995         1996         1995
                                ----          ----         ----         ----

Sales                          100.0%        100.0%       100.0%       100.0%
Cost of Sales                   63.0          63.4         63.0         63.4
                               -----         -----        -----        -----
    Gross Profit                37.0          36.6         37.0         36.6
Selling, general and
   administrative expenses      24.6          23.9         25.1         24.2
                               -----         -----        -----        -----
    Operating income            12.4          12.7         11.9         12.4
Equity in net income of          
   affiliate                     1.8             -          1.4            -
Interest expense, net           (0.8)         (0.6)        (0.9)        (0.7)
                               -----         -----        -----        -----
    Income before taxes         13.4          12.1         12.4         11.7
Taxes on income                  3.6           3.8          3.4          3.6
                               -----         -----        -----        -----
    Net income                   9.8%          8.3%         9.0%         8.1%
                               =====         =====        =====        =====

Second Quarter 1996 compared to 1995
Sales  increased  to $57.6  million or 8.8% for the three  months ended June 30,
1996  compared  to $52.9  million  for the three  months  ended  June 30,  1995.
Foreign-based  and export sales increased 28.5% from $18.1 million for the three
months ended June 30, 1995 to $23.3  million for the three months ended June 30,
1996. The Company's  apparel  identification  systems business was approximately
equal  to  the  three  months  ended  June  30,  1995.  The  Company's   apparel
identification  products  grew 15% in the three months  ended June 30, 1996,  as
compared with the three months ended June 30, 1995.

The gross  profit was $21.3  million in the three  months  ended June 30,  1996,
compared to $19.4 million in the comparable  period of 1995, an increase of 10%.
The gross profit margin was 37.0% for the current  period  compared to 36.6% for
the three months ended June 30, 1995.

Selling,  general and administrative  (SG&A) expenses were $14.1 million for the
three months ended June 30, 1996  compared to $12.6  million for the  comparable
period of 1995, an increase of 12%. As a percentage of sales, SG&A expenses were
24.6%  for the three  months  ended  June 30,  1996,  compared  to 23.9% for the
comparable period in 1995.

Operating  income was $7.2  million or 12.4% of sales for the three months ended
June 30,  1996,  compared to $6.7 million or 12.7% of sales for the three months
ended June 30, 1995.

Equity in net income of  affiliate  was $1.0  million for the three months ended
June 30, 1996. (See Note 3 of Notes to Consolidated Financial Statements.)

Interest  expense,  net,  was $478,000 for the three months ended June 30, 1996,
compared to $349,000 for June 30, 1995.

Income before taxes was $7.7 million (13.4% of sales) for the three months ended
June 30, 1996, as compared to $6.4 million (12.1% of sales) for the three months
ended June 30, 1995.

The effective  income tax rate was 27% for the three months ended June 30, 1996,
compared to 31% for the three months ended June 30, 1995. The overall  effective
tax rate is impacted by many  factors  including  different  statutory  rates on
foreign income.  The lower tax rate is attributable to the addition of equity in
the net income of affiliate.  The tax rate is below the U.S.  statutory  federal
income  tax  rate of 35% due 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 1996 through
1999.

Net  income  for the three  months  ended June 30,  1996  increased  27% to $5.6
million  (9.8% of sales) from $4.4  million  (8.3% of sales) in the 1995 period.
Net income  per share was $0.25 for the three  months  ended June 30,  1996 from
$0.20 for the three months ended June 30, 1995.

Six Months 1996 compared to 1995
Sales  increased  to $110.3  million or 6.7% for the six  months  ended June 30,
1996,  compared  to $103.4  million  for the six  months  ended  June 30,  1995.
Foreign-based  and export sales  increased  25.1% from $35.3 million for the six
months  ended June 30, 1995 to $44.2  million for the six months  ended June 30,
1996. The Company's  apparel  identification  systems business was approximately
equal  to  the  six  months  ended  June  30,  1995.   The   Company's   apparel
identification  products  grew 11% in the six  months  ended June 30,  1996,  as
compared with the six months ended June 30, 1995.

The gross  profit  was $40.8  million in the six  months  ended  June 30,  1996,
compared to $37.9 million in the comparable period of 1995, an increase of 7.8%.
The gross profit margin was 37.0% for the current  period  compared to 36.6% for
the six months ended June 30, 1995.

Selling,  general and administrative  (SG&A) expenses were $27.6 million for the
six months ended June 30,  1996,  compared to $25.0  million for the  comparable
period of 1995, an increase of 11%. As a percentage of sales, SG&A expenses were
25.1%  for the six  months  ended  June 30,  1996,  compared  to  24.2%  for the
comparable period in 1995.

Operating  income was $13.2  million or 11.9% of sales for the six months  ended
June 30, 1996, compared to $12.9 or 12.4% of sales for the six months ended June
30, 1995.

Equity in net income of affiliate was $1.6 million for the six months ended June
30, 1996. (See Note 3 of Notes to Consolidated Financial Statements.)

Interest  expense,  net,  was  $990,000  for the six months ended June 30, 1996,
compared to $751,000 for June 30, 1995.

Income before taxes was $13.7 million  (12.4% of sales) for the six months ended
June 30, 1996, as compared to $12.1 million  (11.7% of sales) for the six months
ended June 30, 1995. The increase in pretax profit for the six months ended June
30, 1996 compared to June 30, 1995 is summarized as follows:

                                                    (in millions)
Sales increase, net of increased SG&A expenses          $(0.1)

Improvement in gross margin                               0.3

Equity in net income of affiliate                         1.6

Increased interest expense, net                          (0.2)
                                                         -----
   Net increase                                         $ 1.6
                                                         =====


<PAGE>



The  effective  income tax rate was 27% for the six months  ended June 30, 1996,
compared to 31% for the six months  ended June 30, 1995.  The overall  effective
tax rate is impacted by many  factors  including  different  statutory  rates on
foreign income.  The lower tax rate is attributable to the addition of equity in
the net income of affiliate.  The tax rate is below the U.S.  statutory  federal
income  tax  rate of 35% due 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 1996 through
1999.

Net income for the six months ended June 30, 1996 increased 19% to $10.0 million
(9.0% of sales) from $8.3 million (8.1% of sales) in the 1995 period. Net income
per share was $0.44 for the six months ended June 30, 1996 compared to $0.37 for
the six months ended June 30, 1995.


LIQUIDITY AND CAPITAL RESOURCES:

The table below presents the summary of cash flow for the periods indicated:

                                          (in millions)
                                      Six Months Ended June 30
                                         1996          1995
                                         ----          ----

Net cash provided by operating        
 activities                            $  8.6        $  8.6

Net cash used in investing              (13.5)        (19.7)
 activities

Net cash provided by financing            
 activities                               4.6          10.1                    
                                       ------        ------

   Total change in cash                $ (0.3)       $ (1.0)
                                       ======        ====== 

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, 1996 and 1995 was $8.6 million.
Depreciation  and  amortization  was $4.5 million during the first six months of
1996, compared to $4.0 million in the comparable period of 1995.

Investing Activities
During  the first six months of 1996  capital  expenditures  were $6.5  million,
compared  to $4.3  million  during  the first six  months  of 1995.  Other  than
projects  for employee  safety and  environmental  improvement,  all new capital
projects are carefully analyzed and are required to make a positive contribution
on a net present value basis,  generating an attractive  internal rate of return
on invested capital.  The Company currently  anticipates capital expenditures of
$15 million for the year ended  December  31,  1996.  In  addition,  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>


Financing Activities
The table below shows the components of total capital at:

                                     (in millions)
                              June 30, 1996    Dec. 31, 1995
                              -------------    -------------
Long-term debt                       $ 28.0           $ 23.1

Shareholders' equity                  106.2             95.2
                                     ------           ------
   Total capital                     $134.2           $118.3
                                     ------           ------

Long-term debt as a
  percent of total capital             20.9%            19.5%
                                     ------           ------

Long-term debt  increased to $28.0 million at June 30, 1996,  from $23.1 million
at December 31, 1995.  At June 30,  1996,  long-term  debt as a percent of total
capital was 20.9% compared to 19.5% at December 31, 1995.

In  addition,  on May 16, 1996,  the Company  raised $8.0 million by the sale of
Economic  Development  Revenue Bonds issued by the State of South Carolina.  The
Company was  reimbursed  $3.2 million for qualified  expenses and the balance of
$4.8 million is invested  primarily in U.S.  Treasuries  (see Note 5 of Notes to
Consolidated Financial Statements). The bonds will mature in 15 years. The bonds
will be used to  finance  the  construction  of the Rock Hill,  South  Carolina,
manufacturing  facility,  as well as future expansion of and improvements to the
project.

On June 18,  1996,  the  Company  amended  and  restated  its  revolving  credit
agreement,  allowing it to borrow up to $60.0 million.  The facility will expire
June,  2001.  At June 30,  1996,  there was $42.0  million  available  under the
revolving credit agreement. The Company was in compliance with all provisions of
the loan agreement.



<PAGE>


                           PART II. OTHER INFORMATION


Item 4: Submission of Matters to a Vote of Security Holders

On April 24, 1996 the Company held an Annual  Meeting of  Shareholders  to elect
five Directors, each to serve for a term of two years and until their successors
are fully  elected  and  qualified,  to approve an  amendment  to the  Company's
Certificate  of  Incorporation  to increase  the number of shares of  authorized
Common  Stock to  100,000,000  shares of Common  Stock,  $.10 par value,  and to
ratify the  appointment  of Arthur  Andersen LLP, as the  Company's  independent
public  accountants  for the year ended  December  31,  1996.  The  nominees for
election to the Board of Directors received the following votes cast:

                        For Election       Withholding
                                             Authority
                        ------------       -----------
Arthur Hershaft          17,915,281           276,308

Sidney Merians           17,915,281           276,308

Thomas R. Loemker        17,915,281           276,308

Robert T. Puopolo        17,915,281           276,308

Walter W. Williams       17,915,281           276,308

15,409,869 shares were voted in favor of approving an amendment to the Company's
Certificate  of  Incorporation,  increasing  the number of shares of  authorized
Common Stock to 100,000,000, $.10 par value. 2,733,971 shares were voted against
such amendment,  and there were 47,629  abstentions and broker non-votes on such
matter.

18,153,412  shares were voted in favor of the ratification of the appointment of
Arthur  Andersen LLP,  10,723 shares were voted against such  ratification,  and
there were 27,454 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.  No reports on Form 8-K were filed during the
period April 1- June 30, 1996.


<PAGE>


                       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




                                                      July 30, 1996
                                                      Date













* Mr.  Plaxe has signed  this  Report in the dual  capacity  of duly  authorized
officer and Chief Financial Officer.


<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                          3,221
<SECURITIES>                                        0
<RECEIVABLES>                                  39,739
<ALLOWANCES>                                        0
<INVENTORY>                                    31,085
<CURRENT-ASSETS>                               80,443
<PP&E>                                         91,531
<DEPRECIATION>                                 34,163
<TOTAL-ASSETS>                                178,855
<CURRENT-LIABILITIES>                          32,008
<BONDS>                                             0
                               0
                                         0
<COMMON>                                        2,232
<OTHER-SE>                                    104,012
<TOTAL-LIABILITY-AND-EQUITY>                  178,855
<SALES>                                       110,304
<TOTAL-REVENUES>                              110,304
<CGS>                                          69,513
<TOTAL-COSTS>                                  69,513
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                990
<INCOME-PRETAX>                                13,731
<INCOME-TAX>                                    3,775
<INCOME-CONTINUING>                             9,956
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    9,956
<EPS-PRIMARY>                                    0.44
<EPS-DILUTED>                                       0
        


</TABLE>


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