<PAGE> 1
-1-
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 May 3, 1997
Commission File No. 1-4311
PALL CORPORATION
Incorporated in New York State I.R.S. Employer Identifi-
cation # 11-1541330
2200 Northern Boulevard, East Hills, N.Y. 11548
Telephone Number (516) 484-5400
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
---- ----
At June 5, 1997, 127,225,531 shares of common stock of the Registrant were
outstanding.
<PAGE> 2
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PALL CORPORATION
INDEX TO FORM 10-Q
-----------------------------------
COVER SHEET 1
INDEX TO FORM 10-Q 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed consolidated balance sheets - May 3, 1997
and August 3, 1996 3
Condensed consolidated statements of earnings -
three months and nine months ended May 3, 1997
and April 27, 1996 4
Condensed consolidated statements of cash flows -
nine months ended May 3, 1997 and April 27, 1996 5
Notes to condensed consolidated financial statements 6
Item 2. Management's discussion and analysis of financial
condition and results of operations 9
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
<PAGE> 3
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
May 3, August 3,
ASSETS 1997 1996
----------- -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 24,153 $ 44,118
Short-term investments 76,300 71,450
Accounts receivable, net of allowances
for doubtful accounts of $6,784
and $5,998, respectively 250,191 268,599
Inventories 201,201 205,515
Deferred income taxes 15,250 15,995
Prepaid expenses 17,491 19,151
Other current assets 24,960 8,365
----------- -----------
Total Current Assets 609,546 633,193
Property, plant and equipment, net of
accumulated depreciation of $337,498
and $331,451, respectively 497,422 498,029
Other assets 145,367 141,956
----------- -----------
Total Assets $ 1,252,335 $ 1,273,178
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks $ 147,793 $ 139,957
Accounts payable 49,523 66,060
Accrued liabilities:
Salaries 35,783 35,492
Other 67,247 47,454
----------- -----------
103,030 82,946
Income taxes -- 22,028
Current portion of long-term debt 10,366 17,326
Dividends payable 17,803 14,133
----------- -----------
Total Current Liabilities 328,515 342,450
Long-term debt, less current portion 56,002 54,416
Deferred income taxes 20,326 36,781
Other non-current liabilities 51,203 42,543
----------- -----------
Total Liabilities 456,046 476,190
----------- -----------
Stockholders' Equity:
Common stock, $.10 par value 12,796 12,771
Capital in excess of par value 92,893 90,362
Retained earnings 726,311 755,864
Treasury stock, at cost (16,746) (50,410)
Foreign currency translation adjustment (4,469) 2,060
Minimum pension liability adjustment (4,668) (4,629)
Stock option loans (9,633) (8,802)
Cumulative unrealized (losses) on investments (195) (228)
----------- -----------
Total Stockholders' Equity 796,289 796,988
----------- -----------
Total Liabilities and
Stockholders' Equity $ 1,252,335 $ 1,273,178
=========== ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE> 4
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PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
(in thousands, (in thousands,
except per share data) except per share data)
Three Months Ended Nine Months Ended
---------------------- --------------------
May 3, Apr. 27, May 3, Apr. 27,
1997 1996 1997 1996
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 275,339 $277,376 $771,889 $762,701
Costs and expenses:
Cost of sales 139,099 109,696 346,974 307,552
Selling, general and
administrative expenses 92,190 96,141 282,368 278,270
Research and development 13,761 14,135 39,569 39,682
Gelman merger and
restructuring charges 26,710 -- 30,621 --
Other charges 43,360 -- 43,360 --
Interest expense, net 629 890 2,022 2,732
--------- -------- -------- --------
Total costs and expenses 315,749 220,862 744,914 628,236
(Loss) / earnings before income taxes (40,410) 56,514 26,975 134,465
Income taxes (18,206) 15,916 2,927 40,251
--------- -------- -------- --------
Net (loss) / earnings $ (22,204) $ 40,598 $ 24,048 $ 94,214
========= ======== ======== ========
(Loss) / earnings per share ($ 0.18) $ 0.32 $ 0.19 $ 0.75
Dividends declared per share $ 0.14 $ 0.12 $ 0.40 $ 0.35
Average number of shares
outstanding 126,684 125,373 126,027 124,973
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE> 5
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PALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
Nine Months Ended
----------------------
May 3, Apr. 27,
1997 1996
-------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 62,677 $ 113,952
INVESTING ACTIVITIES:
Investments and acquisitions (7,000) (43,017)
Capital expenditures (69,724) (56,864)
Disposals of fixed assets 999 3,530
Short-term investments (4,850) 3,990
Benefits protection trust (1,109) (2,596)
-------- ---------
NET CASH USED BY INVESTING ACTIVITIES (81,684) (94,957)
FINANCING ACTIVITIES:
Net short-term borrowings 15,341 24,218
Long-term borrowings 8,731 685
Payments on long-term debt (9,637) (8,495)
Net proceeds from exercise of stock options 26,521 15,649
Sale of treasury stock 3,375 --
Dividends paid (44,430) (38,102)
-------- ---------
NET CASH USED BY FINANCING ACTIVITIES (99) (6,045)
-------- ---------
CASH FLOW FOR PERIOD (19,106) 12,950
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 44,118 40,923
EFFECT OF EXCHANGE RATE CHANGES ON CASH (859) (2,314)
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 24,153 $ 51,559
======== =========
Supplemental disclosures:
Interest paid (net of amount capitalized) $ 7,108 $ 7,382
Income taxes paid (net of refunds) 54,369 44,573
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE> 6
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PALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
----------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
At the beginning of the quarter the Company completed its acquisition of
Gelman Sciences. The Company accounted for the acquisition as
pooling-of-interests and, as such, all financial information contained herein is
presented on a merged basis.
The financial information included herein is unaudited. However, such
information reflects all material adjustments which are, in the opinion of
management, necessary to present fairly (i) the financial position of the
Company at May 3, 1997 and August 3, 1996, (ii) the results of its operations
for the three months and nine months periods ended May 3, 1997 and April 27,
1996, and (iii) its cash flows for the nine months ended May 3, 1997 and April
27, 1996. These financial statements should be read in conjunction with the
financial statements and notes set forth in the Company's and Gelman's Annual
Reports and Forms 10-K for the fiscal year ended August 3, 1996 and July 31,
1996, respectively.
NOTE 2 - INVENTORIES
The major classes of inventory are as follows:
<TABLE>
<CAPTION>
(in thousands)
May 3, Aug. 3,
1997 1996
--------------------
<S> <C> <C>
Raw materials and components $ 80,752 $ 87,065
Work-in-process 28,287 22,159
Finished goods 92,162 96,291
--------------------
Total inventory $201,201 $205,515
====================
</TABLE>
NOTE 3 - GELMAN MERGER AND OTHER CHARGES
At the beginning of the quarter, the Company completed its merger with
Gelman Sciences Inc. The combined companies incurred merger related expenses of
$10,519. These expenses include amounts paid to investment advisors, attorneys,
accountants, change in control payments to certain executive officers of Gelman
and other incidental expenses related to the merger. Also, during the first
quarter, Gelman paid $3,911 in connection with the termination of its proposed
merger transaction with Memtec Ltd.
<PAGE> 7
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Upon consummation of the merger, the combined companies restructured their
operations to streamline the manufacturing, sales and overhead functions . As a
result, the combined companies recorded a pre-tax charge of $19,645 in the
current quarter.
Along with the Gelman restructuring, the Company performed a comprehensive
review of its existing business segments. In the Aeropower segment, the Company
has decided to further consolidate its US production and operating facilities to
maintain greater efficiency in manufacturing and overhead functions and to
recognize inventory write-downs due to changes in demand. As a result, the
Company recorded a pre-tax charge of $6,114 in the current quarter. In the
Health Care and Fluid Processing segments, the review identified certain
products that have been superseded by the introduction of new products. As the
gross margins on the older products continue to decline, the Company decided to
write-down these products. The review also identified certain manufacturing,
sales and overhead personnel who were made redundant. The total pre-tax charge
related to these items was $23,670 which the Company recorded in the current
quarter. The Company also wrote-down machinery and equipment (including the
impact of SFAS No.121) and recorded a pre-tax charge of $15,571 in the current
quarter. Factors leading to the write-down were new product introductions, a
decline in the gross margins of older products and inadequate cash-flows.
On April 19, 1995, a jury verdict for $7,000 was rendered against the Company.
The Company appealed the judgment; however, on April 9, 1997, the judgment was
affirmed. The Company estimates that its obligation under the judgment
including insurance recoveries and legal costs will be approximately $6,500
and a pre-tax charge for this amount was recorded in the current quarter. On
May 9, 1997, Gelman Sciences received a permit from the State of Michigan to
clean up contaminated water. The permit requires that all processed water
discharged meet the standards set by the State. Based on the permit obtained
from the State of Michigan and upon review of environmental issues at its other
facilities the Company decided to record a pre-tax charge of $10,000 in the
current quarter.
At the end of the quarter approximately $32,000 of accruals related to special
charges are reflected on the balance sheet. $20,000 relates to environmental and
legal matters and the remainder represents provisions for severance and other
obligations related to the one-time charges recorded in the current quarter.
<PAGE> 8
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A detailed summary of all the charges is given below -
<TABLE>
<CAPTION>
Gelman
Merger and Other Charges
Restructuring --------------------
Charges Aeropower Other Total
------------- --------- ------ ------
<S> <C> <C> <C> <C> <C>
Merger related expenses 14,430 -- -- 14,430 (a)
Asset write-offs 11,662 2,625 15,571 29,858
Severance 1,514 771 4,091 6,376 (b)
Environmental and Legal -- -- 16,500 16,500
Other 3,015 242 3,560 6,817
------------- ------ ------ ------
Sub-total 30,621 3,638 39,722 73,981
Inventory write-downs 3,454 2,476 16,019 21,949 (c)
------------- ------ ------ ------
Total pre-tax charges 34,075 6,114 55,741 95,930
------------- ------ ------ ------
Cash 18,003 1,013 22,688 41,704
Non-cash 16,072 5,101 33,053 54,226
------------- ------ ------ ------
Total 34,075 6,114 55,741 95,930
------------- ------ ------ ------
Total after pro forma
tax effect 62,385
</TABLE> ------
(a) Gelman paid $3,911 in connection with the termination of its
proposed merger transaction with Memtec Ltd. This amount was
charged in the first quarter of this year.
(b) Approximately 250 employees were made redundant due to
work-force reduction.
(c) The inventory write-downs are included in cost of sales.
<PAGE> 9
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
I. Results of Operations
Sales for the quarter were $275,339, a decrease of 1/2% compared to $277,376 in
the same quarter last year. Excluding the effects of exchange rates, sales in
local currency increased by 3 1/2%. For the nine months, sales were $771,889 an
increase of 1% compared to $762,701 in the same period last year. Excluding the
effects of exchange rates, sales in local currency increased by 4 1/2%. A
detailed summary of sales by market and geographies for the quarter and nine
months is as follows:
SALES BY MARKET FOR THE THIRD QUARTER AND NINE MONTHS - FY97 VS FY96
<TABLE>
<CAPTION>
THIRD QUARTER ENDED
-------------------- EXCHANGE % GROWTH
MAY 3, APR. 27, % RATE IN LOCAL
1997 1996 CHANGE EFFECTS CURRENCY
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Patient Protection $ 65,452 $ 67,953 (3 1/2) $ (2,756) 1/2
Other 77,719 80,047 (3) (3,534) 1 1/2
-------- -------- --------
Total Health Care 143,171 148,000 (3 1/2) (6,290) 1
Microelectronics 24,446 29,147 (16) (1,599) (10 1/2)
Other 43,357 39,702 9 (2,185) 14 1/2
-------- -------- --------
Total
Fluid Processing 67,803 68,849 (1 1/2) (3,784) 4
Aeropower 64,365 60,527 6 1/2 (2,144) 10
-------- -------- --------
TOTAL $275,339 $277,376 (1/2) $(12,218) 3 1/2
-------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------- EXCHANGE % GROWTH
MAY 3, APR. 27, % RATE IN LOCAL
1997 1996 CHANGE EFFECTS CURRENCY
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Patient Protection $186,945 $188,943 (1) $ (5,632) 2
Other 220,016 220,256 -- (6,289) 3
-------- -------- --------
Total Health Care 406,961 409,199 (1/2) (11,921) 2 1/2
Microelectronics 69,694 76,607 (9) (3,880) (4)
Other 120,658 112,309 7 1/2 (4,290) 11 1/2
-------- -------- --------
Total
Fluid Processing 190,352 188,916 1 (8,170) 5
Aeropower 174,576 164,586 6 (3,634) 8 1/2
-------- -------- --------
TOTAL $771,889 $762,701 1 $(23,725) 4 1/2
-------- -------- --------
</TABLE>
<PAGE> 10
-10-
SALES BY GEOGRAPHIES FOR THE THIRD QUARTER AND NINE MONTHS - FY97 VS FY96
<TABLE>
<CAPTION>
THIRD QUARTER ENDED
--------------------- EXCHANGE % GROWTH
MAY 3, APR. 27, % RATE IN LOCAL
1997 1996 CHANGE EFFECTS CURRENCY
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Asia $ 47,191 $ 48,307 (2 1/2) $ (5,844) 10
Europe 95,071 99,651 (4 1/2) (6,352) 2
Western
Hemisphere 133,077 129,418 3 (22) 3
-------- -------- --------
TOTAL $275,339 $277,376 (1/2) $(12,218) 3 1/2
-------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------- EXCHANGE % GROWTH
MAY 3, APR. 27, % RATE IN LOCAL
1997 1996 CHANGE EFFECTS CURRENCY
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Asia $141,841 $134,218 5 1/2 $(13,904) 16
Europe 271,508 279,343 (3) (9,784) 1/2
Western
Hemisphere 358,540 349,140 2 1/2 (37) 2 1/2
-------- -------- --------
TOTAL $771,889 $762,701 1 $(23,725) 4 1/2
-------- -------- --------
</TABLE>
For the quarter, Health Care sales increased by 1%. Blood Filter sales increased
by 1%, net of a world-wide price reduction of approximately 2%. Within the
Aeropower segment, Aerospace sales increased by 23%. Split further, Commercial
Aerospace sales increased by 33% and Military Aerospace increased by 12%. Sales
in the Industrial Hydraulics segment of Aeropower were flat.
By geography, sales to Europe in the quarter increased 2%. Germany was flat and
sales in France increased 5 1/2%. Patient Protection sales decreased by 6%,
most of which was attributable to price reductions. Aeropower sales in Europe
increased 6 1/2%, while sales in the Fluid Processing segment decreased 3%.
Sales in Asia increased 10%, led by the Health Care and Fluid Processing
segments. The Fluid Processing segment grew 13%, despite an 11% decrease in the
Microelectronics segment. Growth in the Western Hemisphere continued to be led
by the Aeropower segment; sales in the Aerospace segment increased 24%. Fluid
Processing sales increased 1%, despite a 17% reduction in the Microelectronics
segment.
Cost of sales as a percentage of sales for the quarter (before the inventory
write-downs) increased to 42 1/2% from 39 1/2%, much of which is attributable to
strengthening of the US dollar against foreign currencies and product mix. For
the nine months, cost of sales increased by nearly 2% for similar reasons.
Quarter-on-quarter selling, general and administrative expenses as a percentage
of sales showed improvement, in part due to the benefits of the Gelman
restructuring, which was initiated during the quarter.
<PAGE> 11
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During the quarter, the Company recorded a one-time pre-tax charge of $92
million. $30 million related to the acquisition and restructuring expenses for
the merger with Gelman Sciences, which was completed at the beginning of the
quarter. Along with the Gelman restructuring, the Company performed a
comprehensive review of its existing business segments which resulted in a
pre-tax charge of $6 million for the Aeropower segment and $39 million for the
Health Care and Fluid Processing segments. The charge in the Aeropower segment
reflects the Company's decision to further consolidate its US production and
operating facilities to maintain greater efficiency in manufacturing and
overhead functions and to recognize inventory write-downs due to changes in
demand. In the Health Care and Fluid Processing segments, the review identified
certain products that have been superseded by the introduction of new products
and certain manufacturing, sales and overhead personnel who were made redundant.
On April 19, 1995, a jury verdict for $7 million was rendered against the
Company. The Company appealed the judgment; however, on April 9, 1997, the
judgment was affirmed. The Company estimates that its obligation under the
judgment, including insurance recoveries and legal costs, will be approximately
$6.5 million and a pre-tax charge was recorded in the quarter.
On May 9, 1997, Gelman Sciences received a permit from the State of Michigan to
clean up contaminated water. The permit requires that all processed water
discharged meet the standards set by the State. Based on the permit obtained
from the State of Michigan and upon review of environmental issues at its other
facilities the Company decided to record a pre-tax charge of $10 million in the
current quarter.
Of the total pre-tax charge of $92 million, approximately $38 million will
result in cash expenditures. A detailed summary of all the charges is included
in Note 3.
Pre-tax margins (before one-time charges), decreased approximately 1 1/2% for
the quarter and nine months, mainly due to the reduction in gross margins. The
tax rate for the quarter (before one-time charges) was 29%, compared to 28% in
the same quarter last year. The tax rate for the nine months (before one-time
charges) for both years was 30%. Loss per share for the quarter was 18 cents.
Excluding the effect of one-time charges (47 cents per share after pro forma tax
effect), earnings per share for the quarter would have been 29 cents compared to
32 cents in the same quarter last year. Earnings per share for the nine months
was 19 cents. Excluding the effect of one-time charges (50 cents per share after
pro forma tax effect), earnings per share for the nine months would have been 69
cents compared to 75 cents in the same period last year.
II. Liquidity and Capital Resources
The amount of borrowings, net of cash and short-term investments, at the end of
the quarter was $114 million, representing an $18 million increase over the end
of the fiscal year. Other current assets increased by $17 million, mainly as a
result of tax refunds expected from the effect of one-time charges. Accrued
liabilities and other non-current liabilities increased by $29 million, mainly
as a result of one-time charge accruals for severance and environmental and
legal provisions.
<PAGE> 12
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Capital expenditures for the nine months were $70 million and depreciation
expense for the same period was $42 million. During the quarter, the Company
acquired a 20% interest in Oiltools International Ltd ("Oiltools") for $5
million. Oiltools, which specializes in oilfield service, currently sells,
distributes and provides certain manufacturing services for the Company's family
of Stratapac sand control products for use in oil and gas wells.
On February 3, 1997, the Company completed its merger with Gelman Sciences Inc.
Pursuant to the terms of the merger agreement, the Company issued 10,607,000
shares of its common stock to the holders of Gelman common stock. The Company
accounted for the acquisition as pooling-of-interests. All financial information
presented herein is presented on a merged basis.
<PAGE> 13
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See the Exhibit Index on page 15.
(b) Reports on Form 8-K
During the three-month period ending May 3, 1997, the following reports
were filed on Form 8-K under
Item 2. Acquisition or Disposition of Assets and
Item 7. Financial Statements and Exhibits
1. The report bearing cover date of February 3, 1997 and filed
February 14, 1997 concerning the Registrant's acquisition of Gelman
Sciences Inc. ("Gelman"). Financial Statements of Gelman were not
required in this Report. Pro forma financial information giving
effect to the acquisition was previously reported in the
Registrant's Registration Statement on Form S-3, Registration No.
333-18971.
Item 5. Other Events
2. The report bearing cover date and filed on March 19, 1997, filed
pursuant to section 7.13 of the Agreement and Plan of
Reorganization and Merger made on October 27, 1996, by and among
the Registrant, Pall Acquisition Corporation and Gelman, containing
unaudited condensed results of the combined operations of the
Registrant and Gelman for the month ended March 1, 1997 and
February 24, 1996 and for the seven months ended March 1, 1997 and
February 24, 1996.
<PAGE> 14
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PALL CORPORATION
June 13, 1997 /s/ Jeremy Hayward-Surry
- ------------------ ------------------------------------
Date President, Treasurer and
Chief Financial Officer
June 13, 1997 /s/ Viraj Patel
- ------------------ ------------------------------------
Date Chief Corporate
Accountant
<PAGE> 15
-15-
Exhibit Index
------------------
Exhibit
Number Description of Exhibit
- -------- ----------------------
2 * Agreement and Plan of Reorganization and Merger made on October
27, 1996, by and among the Registrant, Pall Acquisition Corporation
and Gelman Sciences Inc., filed as Exhibit A to The Proxy Statement
- Prospectus constituting Part I of the Registrant's Registration
Statement on Form S-4 (Registration No. 333-17417).
3 (i)* Restated Certificate of Incorporation of the Registrant as
amended through November 23, 1993, filed as Exhibit 3 (i) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
July 30, 1994.
3 (ii)* By-Laws of the Registrant as amended on November 21, 1995,
filed as Exhibit 3 (ii) to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended October 28, 1995.
27 Financial Data Schedule (only filed electronically).
* Incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-02-1997
<PERIOD-END> MAY-03-1997
<EXCHANGE-RATE> 1
<CASH> 24,153
<SECURITIES> 76,300
<RECEIVABLES> 256,975
<ALLOWANCES> 6,784
<INVENTORY> 201,201
<CURRENT-ASSETS> 609,546
<PP&E> 834,920
<DEPRECIATION> 337,498
<TOTAL-ASSETS> 1,252,335
<CURRENT-LIABILITIES> 328,515
<BONDS> 0
0
0
<COMMON> 12,796
<OTHER-SE> 783,493
<TOTAL-LIABILITY-AND-EQUITY> 1,252,335
<SALES> 771,889
<TOTAL-REVENUES> 771,889
<CGS> 346,974
<TOTAL-COSTS> 744,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,022
<INCOME-PRETAX> 26,975
<INCOME-TAX> 2,927
<INCOME-CONTINUING> 24,048
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,048
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
