<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 3, 1998 Commission file number 1-8827
------------- ------
ARAMARK CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2319139
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107-2988
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(215) 238-3000
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Class A common stock outstanding at May 1, 1998: 1,898,887
Class B common stock outstanding at May 1, 1998: 21,245,204
- ------------------------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
ASSETS
April 3, October 3,
1998 1997
----------- -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 33,737 $ 27,352
Receivables 548,966 517,035
Inventories, at lower of cost or market 370,671 366,515
Prepayments and other current assets 103,215 67,314
----------- -----------
Total current assets 1,056,589 978,216
----------- -----------
Property and Equipment, net 861,699 867,176
Goodwill 610,611 623,841
Other Assets 276,940 284,346
----------- -----------
$ 2,805,839 $ 2,753,579
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term borrowings $ 14,341 $ 18,517
Accounts payable 438,882 459,847
Accrued expenses and other liabilities 509,277 458,387
----------- -----------
Total current liabilities 962,500 936,751
----------- -----------
Long-Term Borrowings 1,210,822 1,213,944
Deferred Income Taxes and Other Noncurrent Liabilities 211,487 209,583
Common Stock Subject to Potential Repurchase Under
Provisions of Shareholders' Agreement 24,885 23,254
Shareholders' Equity Excluding Common Stock
Subject to Repurchase:
Class A common stock, par value $.01 19 20
Class B common stock, par value $.01 215 205
Earnings retained for use in the business 423,089 394,090
Cumulative translation adjustment (2,293) (1,014)
Impact of potential repurchase feature of
common stock (24,885) (23,254)
----------- -----------
Total 396,145 370,047
----------- -----------
$ 2,805,839 $ 2,753,579
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------
April 3, March 28, April 3, March 28,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 1,592,214 $ 1,458,017 $ 3,182,875 $ 3,144,768
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of services provided 1,461,334 1,336,421 2,903,042 2,876,647
Depreciation and amortization 49,552 47,174 97,002 95,780
Selling and general corporate expenses 21,226 18,702 43,576 39,892
Other expense (income), net -- (72,393) -- (72,393)
----------- ----------- ----------- -----------
1,532,112 1,329,904 3,043,620 2,939,926
----------- ----------- ----------- -----------
Operating income 60,102 128,113 139,255 204,842
Interest Expense, net 28,084 29,518 53,846 60,002
----------- ----------- ----------- -----------
Income before income taxes 32,018 98,595 85,409 144,840
Provision for Income Taxes 13,360 10,643 36,674 29,233
----------- ----------- ----------- -----------
Income before Extraordinary Item 18,658 87,952 48,735 115,607
Extraordinary Item due to Early Extinguishment
of Debt (net of income taxes) 1,559 -- 1,559 --
----------- ----------- ----------- -----------
Net income $ 17,099 $ 87,952 $ 47,176 $ 115,607
=========== =========== =========== ===========
Earnings Per Share:
Before Extraordinary Item:
Basic $ .45 $ 2.06 $ 1.18 $ 2.72
Diluted $ .42 $ 1.96 $ 1.11 $ 2.57
Net Income:
Basic $ .41 $ 2.06 $ 1.14 $ 2.72
Diluted $ .38 $ 1.96 $ 1.08 $ 2.57
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
------------------------
April 3, March 28,
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 47,176 $ 115,607
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 97,002 95,780
Income taxes deferred 9,414 (2,502)
Extraordinary item 1,559 --
Changes in noncash working capital (45,536) (106,049)
Other operating activities (8,841) (73,965)
--------- ---------
Net cash provided by operating activities 100,774 28,871
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (65,191) (90,449)
Disposals of property and equipment 11,501 6,642
Sale of investments 5,779 --
Divestiture of certain businesses 22,920 108,884
Acquisition of certain businesses (16,224) (8,836)
Other investing activities (21,178) (3,125)
--------- ---------
Net cash provided by (used in) investing activities (62,393) 13,116
--------- ---------
Cash flows from financing activities:
Proceeds from additional long-term borrowings 59,137 133,524
Payment of long-term borrowings including premiums (72,634) (144,253)
Proceeds from issuance of common stock 18,274 12,718
Repurchase of stock (34,733) (38,843)
Other financing activities (2,040) (1,548)
--------- ---------
Net cash used in financing activities (31,996) (38,402)
--------- ---------
Increase in cash and cash equivalents 6,385 3,585
Cash and cash equivalents, beginning of period 27,352 25,283
--------- ---------
Cash and cash equivalents, end of period $ 33,737 $ 28,868
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
ARAMARK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
--------------------------------------------
The condensed consolidated financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. In the opinion of the
Company, the statements include all adjustments (which include only normal
recurring adjustments) required for a fair statement of financial position,
results of operations and cash flows for such periods. The results of
operations for the interim periods are not necessarily indicative of the
results for a full year.
(2) OTHER INCOME:
------------
In January 1997, the Company sold an approximate 83% interest in its Spectrum
Healthcare Services, Inc. subsidiary (Spectrum). Total consideration was
approximately $158 million and included cash ($125 million), notes and a
warrant. The transaction resulted in a pre-tax gain of $72.4 million, net of
transaction costs and reserves established for indemnification of certain
matters related to insurance, legal and other matters ($20 million), and is
reflected as "other expense (income)" in the accompanying condensed
consolidated statements of income. No income taxes were provided on the gain
due to permanent differences in the underlying book and tax basis of Spectrum.
In fiscal 1996, the business had approximately $500 million in annual revenues
and a normalized operating margin of approximately 4%. Cash proceeds from the
divestiture were used to repay borrowings under the Company's credit facility.
(3) LONG TERM BORROWINGS:
--------------------
In January 1998, the Company replaced its existing $1 billion credit facility
with a $1.4 billion credit facility. The new facility matures on March 31,
2005, with commitment reductions of $100 million in March 2000 and $150
million in March 2001 and March 2002.
In March 1998, the Company redeemed a $50 million 8% note due April 2002 for a
premium resulting in an extraordinary item for debt extinguishment of $1.6
million (net of tax benefit of $1.0 million). On June 1, 1998 the Company will
exercise its option to redeem its $100 million 8-1/2% subordinated notes at a
price of 104.25% of the principal amount. The transaction will be financed
through additional borrowings under its credit facility and will result in an
extraordinary item on debt extinguishment of approximately $2.9 million, after
tax, in the third quarter of fiscal 1998.
(4) CAPITAL STOCK:
-------------
During the first six months of fiscal 1998, pursuant to the ARAMARK Ownership
Program, employees purchased 2,316,996 shares or $30.3 million of Class B
Common Stock for $18.3 million cash plus $12.0 million of deferred payment
obligations.
(5) SUPPLEMENTAL CASH FLOW INFORMATION:
----------------------------------
The Company made interest payments of $53.1 million and $53.4 million and
income tax payments of $29.8 million and $38.8 million during the first six
months of fiscal 1998 and 1997, respectively. During the first six months of
fiscal 1998, the Company purchased $44.2 million of its Class B Common Stock,
issuing $9.4 million in subordinated installment notes as partial
consideration.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(6) ARAMARK SERVICES, INC. AND SUBSIDIARIES:
---------------------------------------
The following financial information has been summarized from the separate
consolidated financial statements of ARAMARK Services, Inc. (a wholly owned
subsidiary of ARAMARK Corporation) and the subsidiaries which it currently
owns. ARAMARK Services, Inc. is the borrower under the revolving credit
facility and certain other senior debt agreements and incurs the interest
expense thereunder. This interest expense is only partially allocated to all
of the other subsidiaries of ARAMARK Corporation.
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
-------------------------------- ---------------------------
April 3, March 28, April 3, March 28,
1998 1997 1998 1997
----------- ----------- ------------ ---------
(in millions)
<S> <C> <C> <C> <C>
Revenues $958.5 $853.5 $1,881.3 $1,756.8
Cost of services provided 901.5 804.5 1,763.0 1,652.4
Net income 8.2 5.5 21.5 14.5
April 3, October 3,
1998 1997
----------- -------------
(in millions)
Current assets $ 441.2 $ 408.0
Noncurrent assets 1,584.4 1,558.0
Current liabilities 548.0 507.2
Noncurrent liabilities 1,332.1 1,333.8
</TABLE>
(7) EARNINGS PER SHARE:
-------------------
In fiscal 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share." Earnings per share
is reported on a Common Stock, Class B equivalent basis (which reflects Common
Stock, Class A shares converted to a Class B basis, ten for one). Basic
earnings per share is based on the weighted average number of common shares
outstanding during the respective periods. Diluted earnings per share is based
on the weighted average number of common shares outstanding during the
respective periods, plus the common equivalent shares, if dilutive, that would
result from the exercise of stock options. Earnings per share for prior
periods have been restated to conform with the requirements of SFAS No. 128.
Earnings applicable to common stock and common shares utilized in the
calculation of basic and diluted earnings per share are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
April 3, March 28, April 3, March 28,
1998 1997 1998 1997
-------- ----------- --------- -------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Earnings:
Income before extraordinary item $18,658 $87,952 $48,735 $115,607
======= ======= ======= ========
Shares:
Weighted average number of common
shares outstanding used in basic
earnings per share calculation 41,881 42,699 41,309 42,522
Impact of potential exercise opportunities
under the ARAMARK Ownership Plan 2,548 2,202 2,550 2,419
------- ------- -------- --------
Total common shares used in diluted
earnings per share calculation 44,429 44,901 43,859 44,941
======= ======= ======== ========
Basic earnings per common share $.45 $2.06 $1.18 $2.72
==== ===== ===== =====
Diluted earnings per common share $.42 $1.96 $1.11 $2.57
==== ===== ===== =====
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
Overview
- --------
Revenues of $1.6 billion for the second quarter and $3.2 billion for the six
month period increased 9% and 1%, respectively, over the prior year periods.
Second quarter 1998 revenues were favorably affected by the calendarization of
the Company's accounting period. The full impact of the December holiday
season, which typically has a reduced level of activity, was reflected fully
in the first quarter of fiscal 1998 whereas, in the prior year, the holiday
impact was split between the first and second quarters of fiscal 1997. Fiscal
1998 operating income for the three and six month periods was $60.1 million
and $139.3 million, respectively, versus $128.1 million and $204.8 million,
respectively, in fiscal 1997. Fiscal 1997 results include a gain of $72.4
million from the divestiture of Spectrum Healthcare Services, Inc. (Spectrum),
which is reflected as "other expense (income)" in the condensed consolidated
statements of income (see note 2 to the condensed consolidated financial
statements). Excluding "other expense (income)" and the operating results of
Spectrum, revenues and operating income increased 9% and 8%, respectively, for
the second quarter and increased 6% and 9%, respectively, for the six months
compared to the prior year periods. The Company's operating margin, excluding
"other expense (income)", increased to 4.4% from 4.2% for the six month period
due to improved cost controls and leveraging of fixed costs, primarily in the
Food and Support Services segment. Interest expense, net for the three and six
month periods decreased 5% and 10%, respectively, from the prior year periods
due to lower debt levels and additionally, for the six month period, interest
income received from the settlement of a contract dispute. The effective
income tax rate for the three and six month periods was 41.7% and 42.9%,
respectively, compared to 10.8% and 20.2%, in the comparable prior year
periods. The prior year effective income tax rates were favorably impacted by
a permanent difference in the book and tax basis of the divested Spectrum
business (see note 2 to the condensed consolidated financial statements).
Segment Results
- ---------------
Revenues - Food and Support Services segment revenues for the three and six
month periods increased 11% and 6%, respectively, over the prior year periods
due to new accounts (approximately 5% and 3%, respectively), and increased
volume, (approximately 7% and 4%, respectively), partially offset by the
unfavorable impact of foreign currency translation (approximately 1%). Uniform
and Career Apparel segment revenues for the three and six month periods
increased 6% over the prior year periods due to increased volume in both the
uniform rental and direct marketing businesses. Health and Educational
Resources segment revenues, excluding the Spectrum operations, for the three
and six month periods increased 12% and 11%, respectively, due to enrollment
growth, pricing and new locations at Educational Resources. Distributive
segment revenues increased 1% for the three months and decreased 3% for the
six months versus the prior year periods due to the net impact of recent
acquisition and divestiture activity and a decrease in base business.
Operating Income - Food and Support Services segment operating income
increased 30% and 22% for the three and six month periods versus the prior
year periods due to the increased revenues noted above and effective cost
controls. Uniform and Career Apparel segment second quarter and six month
operating income increased 6% versus the prior year periods due in part to a
gain on the sale of assets. Excluding the gain, second quarter operating
income increased 3% due to increased revenues, partially offset by increased
operating costs in the direct marketing businesses. Operating income for the
six month period, excluding the gain, decreased 1% due to higher operating
costs in the direct marketing businesses, partially offset by increased
revenues. Health and Educational Resources segment operating income for the
three and six month periods, excluding the operating results of Spectrum,
increased 14% and 19%, respectively, over the prior year periods due to the
revenue increases at Educational Resources. The Distributive segment incurred
operating losses of $6.4 million and $7.9 million, respectively, for the three
and six month periods, compared to operating losses of $3.3 million and $5.6
million in the comparable prior year periods. The Company continues to
implement its plan to improve operating results in the Distributive segment as
a result of selected acquisitions in certain geographic areas, the divestiture
of certain operations and through initiatives to increase volume and margins
and reduce costs. The impact of these initiatives is uncertain at this time
and the Company projects that the Distributive segment will incur an operating
loss for fiscal 1998.
<PAGE>
FINANCIAL CONDITION
- -------------------
The Company's indebtedness decreased $7.3 million in the first six months of
fiscal 1998. In January 1998, the Company replaced its existing $1 billion
credit facility with a $1.4 billion credit facility. The new facility matures
on March 31, 2005, with commitment reductions of $100 million in March 2000
and $150 million in March 2001 and March 2002. In March 1998, the Company
redeemed a $50 million 8% note due April 2002 for a premium, resulting in an
extraordinary item for debt extinguishment of $1.6 million (net of tax benefit
of $1.0 million).
Currently, the Company has approximately $1.1 billion of unused committed
credit availability under its credit facilities.
On May 15, 1998, the Company commenced a cash tender offer for all of its
outstanding shares of Common Stock, Class A, (the "Class A Shares"), at a
price of $500.00 per share, upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase dated May 15, 1998 (the "Offer"). As
a result of the Offer the Company will not implement its proposed plan of
recapitalization and litigation filed by certain outside stockholders in
connection with the plan of recapitalization will be settled (see Part II,
Item 1 - Legal Proceedings for additional information regarding this matter).
The total amount of funds expected to be required by the Company to consummate
the Offer is estimated to be approximately $553 million (assuming that 1.1
million of the Class A Shares are tendered). The Company plans to finance the
Offer through a combination of available cash and borrowings under its credit
facilities. Management believes that the Company has the ability to generate
adequate amounts of cash from its operations to meet the Company's cash flow
needs, including any increased interest expense as a result of additional
indebtedness incurred in connection with the Offer.
On June 1, 1998 the Company will exercise its option to redeem its $100
million 8-1/2% subordinated notes at a price of 104.25% of the principal
amount. The transaction will be financed through additional borrowings under
its credit facility and will result in an extraordinary item on debt
extinguishment of approximately $2.9 million, after tax, in the third quarter
of fiscal 1998.
<PAGE>
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
-----------------
As previously disclosed in the Company's Quarterly Report on Form
10-Q for the quarterly period ended January 2, 1998 (the "January
10-Q"), on February 12, 1998, the Supreme Court of Delaware issued
an order accepting the Company's appeal of the interlocutory order
of the Court of Chancery of the State of Delaware in and for New
Castle County (the "Court") enjoining consummation of the Company's
proposed recapitalization plan (the "Recapitalization Plan"). The
order enjoining the consummation of the Recapitalization Plan (the
"Preliminary Injunctions") was the result of a complaint filed on
January 14, 1998 by Metropolitan Life Insurance Company ("MetLife")
in the Court seeking to enjoin the consummation of the
Recapitalization Plan (the "MetLife Action"). As previously
disclosed in the January 10-Q, on February 2, 1998, two additional
actions were commenced by certain holders of the Company's shares
of Common Stock, Class A, par value $0.01 per share (the "Class A
Shares"), against the Company and its Board of Directors, one of
which was brought individually and as a purported class action on
behalf of all similarly situated stockholders (the "Class Action")
and the other of which was brought individually (the "Webb
Action"). Both the complaint filed in connection with the Class
Action and the complaint filed in connection with the Webb Action
asserted claims and sought remedies that were substantially similar
to those set forth in the complaint filed in connection with the
MetLife Action.
Following briefing in the Supreme Court of Delaware regarding the
MetLife Action, the Class Action and the Webb Action, the Company
determined that it would not proceed with the Recapitalization
Plan, and on March 31, 1998 the interlocutory appeal to the
Delaware Supreme Court was dismissed with the consent of the
parties.
On May 15, 1998, the Company commenced a cash tender offer for all
of its outstanding Class A Shares at a price of $500.00 per share,
upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated May 15, 1998 (the "Offer").
In connection with the Offer, on May 15, 1998, the parties to the
Class Action executed and filed with the Court a Stipulation and
Agreement of Compromise and Settlement (the "Stipulation"), the
terms of which were set forth in a Notice of Pendency of Class
Action, Class Action Determination, Proposed Settlement of Class
Action, Settlement Hearing and Right to Appear (the "Notice"). As
set forth in the Notice, the Court has scheduled a hearing to be
held on June 15, 1998, to determine whether the proposed settlement
of the Class Action as described in the Notice is fair, reasonable
and adequate and should be approved by the Court. The plaintiffs in
each of the MetLife and the Webb Actions have agreed to dismiss
their respective actions, upon consummation of the Offer, and the
Company has agreed to pay their respective reasonable fees and
expenses. If the settlement of the Class Action is approved, the
Preliminary Injunctions will be vacated and each of the MetLife,
Class and Webb Actions will be dismissed. The Court's approval of
the settlement in the Class Action on the terms set forth in the
Stipulation, including the vacating of the Preliminary Injunctions,
is a condition to the Company's obligation to accept for payment,
purchase or pay for any Class A Shares tendered in the Offer.
<PAGE>
Item 2: Not Applicable
--------------
Item 3: Not Applicable
--------------
Item 4: Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) Annual Meeting of Stockholders was held on February 10, 1998
and adjourned until March 12, 1998 when directors were
elected. The meeting was reconvened on April 10, 1998 at which
time it was adjourned.
(b) Not Applicable
(c) There were 21,537,308 affirmative votes and 174,886 votes
withheld or abstained with respect to the uncontested election
of directors.
See Item 1, Legal Proceedings, for additional information.
(d) See Item 1, Legal Proceedings.
Item 5: Not Applicable
--------------
Item 6: Exhibits and Reports on Form 8-K
---------------------------------
(a) (1) Exhibit 27 - Financial Data Schedule for the six months
ended April 3, 1998.
(2),(3),(4) Exhibit 27 - Restated Financial Data Schedules
pursuant to Item 601(c)(2)(iii) of Regulation S-K.
(b) None
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ARAMARK CORPORATION
May 15, 1998 /s/ Alan J. Griffith
----------------------------
Alan J. Griffith
Vice President, Controller
and Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of
Income filed as part of Form 10-Q and is qualified in its entirety by reference
to such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-2-1998
<PERIOD-START> OCT-4-1997
<PERIOD-END> APR-3-1998
<CASH> 33,737
<SECURITIES> 0
<RECEIVABLES> 548,966
<ALLOWANCES> 22,880
<INVENTORY> 370,671
<CURRENT-ASSETS> 1,056,589
<PP&E> 1,714,300
<DEPRECIATION> 852,601
<TOTAL-ASSETS> 2,805,839
<CURRENT-LIABILITIES> 962,500
<BONDS> 1,210,822
0
0
<COMMON> 234
<OTHER-SE> 395,911
<TOTAL-LIABILITY-AND-EQUITY> 2,805,839
<SALES> 0
<TOTAL-REVENUES> 3,182,875
<CGS> 0
<TOTAL-COSTS> 2,903,042
<OTHER-EXPENSES> 97,002
<LOSS-PROVISION> 3,374
<INTEREST-EXPENSE> 53,846
<INCOME-PRETAX> 85,409
<INCOME-TAX> 36,674
<INCOME-CONTINUING> 48,735
<DISCONTINUED> 0
<EXTRAORDINARY> (1,559)
<CHANGES> 0
<NET-INCOME> 47,176
<EPS-PRIMARY> 1.14 <F1>
<EPS-DILUTED> 1.08 <F1>
<FN>
(1) Earnings per share have been prepared in accordance with SFAS No. 128,
"Earnings Per Share" and therefore basic and diluted earnings per share have
been entered in place of primary and fully diluted EPS, respectively.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF FORMS 10-K, AS APPLICABLE, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FORM 10-K AND 10-Q, AS APPLICABLE. THIS SCHEDULE IS RESTATED AND IS TO
REPLACE THE PREVIOUSLY PROVIDED SCHEDULES FOR THEIR RESPECTIVE PERIODS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS 6-MOS 3-MOS
<FISCAL-YEAR-END> OCT-3-1997 OCT-3-1997 OCT-3-1997 OCT-3-1997
<PERIOD-START> SEP-28-1996 SEP-28-1996 SEP-28-1996 SEP-28-1996
<PERIOD-END> OCT-3-1997 JUN-27-1997 MAR-28-1997 DEC-27-1996
<CASH> 27,352 28,731 28,868 22,545
<SECURITIES> 0 0 0 0
<RECEIVABLES> 517,035 486,963 502,737 626,502
<ALLOWANCES> 23,158 22,645 20,413 20,345
<INVENTORY> 366,515 359,511 351,093 349,043
<CURRENT-ASSETS> 978,216 948,512 983,054 1,137,564
<PP&E> 1,688,997 1,654,041 1,638,993 1,615,212
<DEPRECIATION> 821,821 807,725 796,150 786,558
<TOTAL-ASSETS> 2,753,579 2,783,442 2,816,009 2,940,742
<CURRENT-LIABILITIES> 936,751 868,809 866,391 946,563
<BONDS> 1,213,944 1,289,186 1,319,646 1,436,515
0 0 0 0
0 0 0 0
<COMMON> 225 225 233 237
<OTHER-SE> 369,822 380,816 375,103 299,153
<TOTAL-LIABILITY-AND-EQUITY> 2,753,579 2,783,442 2,816,009 2,940,742
<SALES> 0 0 0 0
<TOTAL-REVENUES> 6,310,417 4,676,382 3,144,768 1,686,751
<CGS> 0 0 0 0
<TOTAL-COSTS> 5,715,402 4,261,481 2,876,647 1,540,226
<OTHER-EXPENSES> 191,732 143,438 95,780 48,606
<LOSS-PROVISION> 16,287 8,760 4,328 2,826
<INTEREST-EXPENSE> 116,012 88,598 60,002 30,484
<INCOME-PRETAX> 215,847 194,563 144,840 46,245
<INCOME-TAX> 69,739 48,882 29,233 18,590
<INCOME-CONTINUING> 146,108 145,741 115,607 27,655
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 146,108 145,741 115,607 27,655
<EPS-PRIMARY> 3.49 3.45 2.72 0.65 <F1>
<EPS-DILUTED> 3.31 3.27 2.57 0.62 <F1>
<FN>
(1) Earnings per share have been prepared in accordance with SFAS No. 128,
"Earnings Per Share" and therefore basic and diluted earnings per share have
been entered in place of primary and fully diluted EPS, respectively.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF FORMS 10-K AND 10-Q, AS APPLICABLE, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-K AND 10-Q, AS APPLICABLE. THIS SCHEDULE IS RESTATED
AND IS TO REPLACE THE PREVIOUSLY PROVIDED SCHEDULES FOR THIER RESPECTIVE
PERIODS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS 6-MOS 3-MOS
<FISCAL-YEAR-END> SEP-27-1996 SEP-27-1996 SEP-27-1996 SEP-27-1996
<PERIOD-START> SEP-30-1995 SEP-30-1995 SEP-30-1995 SEP-30-1995
<PERIOD-END> SEP-27-1996 JUN-28-1996 MAR-29-1996 DEC-29-1995
<CASH> 25,283 21,060 24,677 20,128
<SECURITIES> 0 0 0 0
<RECEIVABLES> 594,579 533,568 501,983 528,662
<ALLOWANCES> 16,351 16,529 17,414 16,481
<INVENTORY> 340,107 305,506 302,605 305,263
<CURRENT-ASSETS> 1,028,620 942,266 942,161 992,032
<PP&E> 1,597,991 1,543,545 1,515,373 1,495,154
<DEPRECIATION> 770,327 751,705 731,930 722,543
<TOTAL-ASSETS> 2,844,782 2,665,212 2,651,330 2,688,956
<CURRENT-LIABILITIES> 977,728 836,464 832,681 894,802
<BONDS> 1,321,990 1,311,902 1,308,477 1,287,074
0 0 0 0
0 5,396 14,190 14,649
<COMMON> 247 252 255 248
<OTHER-SE> 295,954 262,548 240,324 239,982
<TOTAL-LIABILITY-AND-EQUITY> 2,844,782 2,665,212 2,651,330 2,688,956
<SALES> 0 0 0 0
<TOTAL-REVENUES> 6,122,500 4,560,296 3,014,000 1,549,374
<CGS> 0 0 0 0
<TOTAL-COSTS> 5,565,038 4,164,639 2,756,907 1,413,632
<OTHER-EXPENSES> 182,785 136,265 90,478 44,693
<LOSS-PROVISION> 6,875 4,394 3,532 1,941
<INTEREST-EXPENSE> 116,014 88,900 60,320 30,252
<INCOME-PRETAX> 179,159 111,989 66,860 41,622
<INCOME-TAX> 66,931 41,896 26,572 16,633
<INCOME-CONTINUING> 112,228 70,093 40,288 24,989
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> (2,758) (2,758) (1,589) 0
<CHANGES> 0 0 0 0
<NET-INCOME> 109,470 67,335 38,699 24,989
<EPS-PRIMARY> 2.45 1.49 0.85 0.55 <F1>
<EPS-DILUTED> 2.32 1.41 0.80 0.52 <F1>
<FN>
(1) Earnings per share have been prepared in accordance with SFAS No. 128,
"Earnings Per Share" and therefore basic and diluted earnings per share have
been entered in place of primary and fully diluted EPS, respectively.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K. THIS SCHEDULE IS RESTATED AND IS TO REPLACE THE PREVIOUSLY PROVIDED
SCHEDULE FOR THIS RESPECTIVE PERIOD.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<EXCHANGE-RATE> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-29-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-29-1995
<CASH> 23,082
<SECURITIES> 0
<RECEIVABLES> 488,920
<ALLOWANCES> 15,096
<INVENTORY> 285,510
<CURRENT-ASSETS> 862,284
<PP&E> 1,461,164
<DEPRECIATION> 705,082
<TOTAL-ASSETS> 2,599,686
<CURRENT-LIABILITIES> 848,603
<BONDS> 1,274,771
0
14,965
<COMMON> 256
<OTHER-SE> 237,063
<TOTAL-LIABILITY-AND-EQUITY> 2,599,686
<SALES> 0
<TOTAL-REVENUES> 5,600,645
<CGS> 0
<TOTAL-COSTS> 5,094,179
<OTHER-EXPENSES> 156,869
<LOSS-PROVISION> 6,357
<INTEREST-EXPENSE> 109,418
<INCOME-PRETAX> 167,577
<INCOME-TAX> 67,388
<INCOME-CONTINUING> 100,189
<DISCONTINUED> 0
<EXTRAORDINARY> (6,686)
<CHANGES> 0
<NET-INCOME> 93,503
<EPS-PRIMARY> 1.99 <F1>
<EPS-DILUTED> 1.88 <F1>
<FN>
(1) Earnings per share have been prepared in accordance with SFAS No. 128,
"Earnings Per Share" and therefore basic and diluted earnings per share have
been entered in place of primary and fully diluted EPS, respectively.
</FN>
</TABLE>
