SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the quarterly period ended April 2, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from_____ to _____
Commission File Number 1-302
------
ARVIN INDUSTRIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
This amendment to Arvin Industries, Inc.'s (the Company's) Form 10-Q
for the three months ended April 2, 1995 changes the presentation of
its unaudited financial statements and Management's Discussion and
Analysis to reflect, as an unconsolidated subsidiary, a 50 percent
owned subsidiary which had been previously consolidated by the Company
for the period beginning January 2, 1995. This amendment also reflects
the Company's Technology segment, which was sold during the third
quarter of 1995, as a discontinued operation, reclassifies certain
income statement accounts on a basis consistent with third quarter
presentation and reflects other modifications to the Management's
Discussion and Analysis. This filing amends Part I, Items 1 and 2 and
certain exhibits in Part II, Item 6.
Indiana 35-0550190
------------------- --------------------
(State or other I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
One Noblitt Plaza, Box 3000
Columbus, IN 47202-3000
- -----------------------------------------------------
(Address of principal executive offices) (Zip Code)
812-379-3000
---------------------
(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 [ ]
As of May 7, 1995, the Registrant had outstanding 22,310,412 Common
Shares (excluding treasury shares), $2.50 par value.
Table of Contents
Part I. Financial Information
- ------------------------------
Item 1. Financial Statements
Consolidated Statement of Operations for the Three Months
Ended April 2, 1995 and April 3, 1994
Consolidated Statement of Financial Condition at
April 2, 1995 and January 1, 1995
Consolidated Statement of Cash Flows for the Three
Months Ended April 2, 1995 and April 3, 1994
Condensed Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. Other Information
- --------------------------
Item 6. Exhibits and Reports on Form 8K
<TABLE>
Part I.
Item 1. Financial Statements
Arvin Industries, Inc.
Consolidated Statement of Operations
(Dollars in millions, except per share amounts)
<CAPTION>
Unaudited
-------------------------
Three Months Ended
-------------------------
April 2, April 3,
1995 1994
---------- ----------
<S> <C> <C>
Net Sales $ 494.2 $ 426.4
Costs and Expenses:
Cost of goods sold 433.6 364.3
Selling, operating general and administrative 38.6 37.2
Corporate general and administrative 2.1 2.5
Restructuring charges 2.1 --
Interest expense 11.1 9.4
Interest income (.3) (.5)
Other expense, net 1.9 3.7
---------- ----------
489.1 416.6
---------- ----------
Earnings from Continuing
Operations Before Income Taxes 5.1 9.8
Income taxes (1.9) (3.9)
Minority share of income (.7) (.3)
Equity income (losses) of affiliates .1 (.2)
---------- ----------
Earnings from Continuing Operations 2.6 5.4
---------- ----------
Income (Loss) from discontinued operations, net of
income taxes of $1.1 and $.1, respectively 1.8 (.1)
Income from disposal of discontinued operations,
net of income taxes of $.2 and $.0, respectively .7 --
---------- ----------
Net Earnings $ 5.1 $ 5.3
========== ==========
Earnings Per Common Share
Primary:
Continuing operations $ .12 $ .24
Discontinued operations .11 .00
----------- ----------
Total - Primary $ .23 $ .24
=========== ==========
Fully Diluted:
Continuing operations $ .12 $ .24
Discontinued operations .11 .00
----------- ----------
Total -Fully Diluted $ .23 $ .24
=========== ==========
Average Common Shares Outstanding (000's)
Primary 22,348 22,513
Fully Diluted 25,371 25,934
Dividends Per Common Share $ .19 $ .19
=========== ==========
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Arvin Industries, Inc.
Consolidated Statement of Financial Condition
(Dollars in millions, except per share amounts)
<CAPTION>
Unaudited
------------------------
As of As of
4/2/95 1/1/95
--------- ---------
<S> <C> <C>
Assets
- --------
Current Assets:
Cash and cash equivalents $ 13.5 $ 11.1
Receivables, net of allowances of $2.9 as of
April 2, 1995 and $3.8 as of January 1, 1995 288.4 262.8
Inventories 111.8 102.1
Other current assets 94.8 76.3
--------- ---------
Total current assets 508.5 452.3
--------- ---------
Non-Current Assets:
Property, plant and equipment:
Land, buildings, machinery & equipment 875.2 857.6
Less: Allowance for depreciation 454.7 439.5
--------- ---------
420.5 418.1
Goodwill, net of amortization of $27.8 as of
April 2, 1995 and $26.6 as of January 1, 1995 149.4 150.4
Investment in affiliates 94.2 91.9
Net assets of discontinued operations 30.8 68.3
Other assets 51.9 50.5
--------- ---------
Total non-current assets 746.8 779.2
--------- ---------
$ 1,255.3 $ 1,231.5
========= =========
Liabilities and Shareholders' Equity
- -------------------------------------------
Current Liabilities:
Short-term debt $ 80.0 $ 25.1
Accounts payable 216.3 193.4
Accrued expenses 97.7 100.0
Income taxes payable 3.7 2.9
---------- ---------
Total current liabilities 397.7 321.4
---------- ---------
Long-term employee benefits 51.7 50.2
Other long-term liabilities 17.1 15.0
Long-term debt 354.6 416.3
Minority interest 33.6 32.3
Shareholders' Equity:
Common shares ($2.50 par value) 60.4 60.4
Capital in excess of par value 206.5 206.6
Retained earnings 194.9 194.1
Minimum pension liability adjustment (.6) (.6)
Cumulative translation adjustment (18.3) (20.7)
Common shares held in treasury (at cost) (42.3) (43.5)
--------- --------
Total shareholders' equity 400.6 396.3
--------- --------
$ 1,255.3 $ 1,231.5
========= ========
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Arvin Industries, Inc.
Consolidated Statement of Cash Flows
(Dollars in millions)
<CAPTION>
(Unaudited)
--------------------
Three Months Ended
--------------------
April 2, April 3,
1995 1994
-------- --------
<S> <C> <C>
Operating Activities:
Net earnings $ 5.1 $ 5.3
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 19.0 17.7
Amortization 1.5 1.7
Long-term employee benefits (1.9) --
Deferred income taxes, long-term (2.6) (1.6)
Minority interest 1.6 0.3
Other 1.1 (4.3)
Changes in operating assets and liabilities:
Receivables (24.5) (48.7)
Inventories and other current assets (26.4) (1.7)
Accounts payable and other accrued expenses 14.1 27.2
Income taxes payable and deferred taxes 3.0 7.4
-------- --------
Net Cash Provided By/(Used For) Operating Activities (10.0) 3.3
-------- --------
Investing Activities:
Purchase of property, plant and equipment (18.4) (20.8)
Proceeds from sale of property, plant and equipment 0.8 0.1
Cash proceeds from sale of businesses 36.2 --
-------- --------
Net Cash Provided By/(Used For) Investing Activities 18.6 (20.7)
-------- --------
Financing Activities:
Change in short-term debt, net 3.1 12.8
Proceeds from long-term borrowings -- 75.0
Principal payments on long-term debt (8.9) (75.0)
Dividends paid (4.2) (4.2)
Other -- 0.3
-------- --------
Net Cash Provided By/(Used For) Financing Activities (10.0) 8.9
-------- --------
Cash and Cash Equivalents:
Effect of exchange rate changes on cash (0.9) (0.6)
-------- --------
Net decrease (2.3) (9.1)
Beginning of the period 22.4 39.1
-------- --------
End of the Period $ 20.1 $ 30.0
======== ========
See notes to consolidated financial statements.
</TABLE>
ARVIN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and
should be read in conjunction with the financial statements and notes
thereto appearing in the Company's annual report on Form 10-K for the
year ended January 1, 1995.
In the opinion of management, all adjustments considered necessary for
a fair presentation of the results of operations for the periods
reported have been included. Other than the adjustment described in
Note 10, all such adjustments are of normal recurring nature.
The results of operations for the three months ended April 2, 1995 are
not necessarily indicative of the results to be expected for the full
year ending December 31, 1995.
Note 2. Results of operations in the first quarter of 1995 include
$2.0 million restructuring charges for early retirement program costs
and $.1 million of other restructuring costs. These costs were
anticipated and disclosed as a part of the 1994 restructuring, but they
were not permissible for 1994 accrual under current accounting
guidelines. Cash flows for the quarter include $.3 million for
restructuring costs which were accrued in 1994 and $.1 million of other
restructuring costs accrued and paid during the quarter. The remaining
workforce reductions and consolidation of manufacturing facilities and
product lines announced as a part of the 1994 restructuring will be
substantially complete by December 31, 1995. Seventy-three employees
terminated under early retirement during the first quarter of 1995.
The total number of employees to be separated under the 1994
restructuring plan was estimated to be 276 at May 15, 1995.
Note 3. Effective April 14, 1994, the Company adopted a plan to sell
its Schrader Automotive unit (Schrader). Accordingly, Schrader is
reported as a discontinued operation at January 1, 1995.
In February 1995, the Company entered into a contract for the sale of
Schrader. The transaction was completed on February 16, 1995. An
initial payment for the estimated selling price of $43.0 million was
received and the estimated gain recorded during the first quarter of
1995 was $.7 million, net of tax.
On September 29, 1995, the Company completed the sale of its 70 percent
ownership interest in Space Industries International, Inc. ("SIII")
to a new company formed by the senior management of SIII for
approximately $30.6 million in cash. The Company has guaranteed
approximately $22.9 million of the purchaser's (Calspan SRL
Corporation) debt. This guarantee is scheduled to decline quarterly
over a four year period before expiring. Proceeds from the sale will
be used for debt reduction and new investment in the Company's core
business.
The results of operations of SIII have been previously reported by the
Company as the Technology segment. In the current quarter, the results
of SIII for the current and prior year periods have been reclassified
to "Income (loss) from discontinued operations." Similarly, the
current and prior year statement of financial condition has been
restated to present SIII's assets and liabilities as "Net assets of
discontinued operations." SIII's revenues for the first three months
of 1995 and 1994 were $34.2 million and $52.9 million, respectively.
Note 4. There were options for 2.1 and 1.9 million common shares
outstanding as of April 2, 1995 and April 3, 1994, respectively.
Earnings per share calculations include dilutive options in the
determination of the weighted average common and common equivalent
shares outstanding. Interest paid, net of tax, on the 7.5 percent
convertible subordinated debentures is added to net earnings in
calculating fully diluted earnings per share.
Note 5. The Company uses the method of pooling, by individual natural
inventory components (e.g., steel, substrate, labor and overhead), in
computing an overall weighted average index. The index is applied to
the total dollar value of the ending inventory. This method of pooling
makes it impractical to classify LIFO inventories into the finished
goods, work in process and raw material components.
Note 6. During the first quarter 1995, the Company repurchased, at
approximately book value, $7.8 million of its outstanding 7.5 percent
convertible subordinated debentures. The remaining 7.5 percent
convertible subordinated debentures, due in 2014, are convertible into
common shares at a rate of approximately 35.09 shares for each $1,000
debenture held.
Note 7. The Company is defending various environmental claims and
legal actions that arise in the normal course of its business,
including matters in which the Company has been designated a
potentially responsible party at certain waste disposal sites or has
been notified that it may be a potentially responsible party at other
sites as to which no proceedings have been initiated. At a majority of
these sites, the information currently available leads the Company to
believe it has very limited or even de minimis responsibility. At
other sites, neither the remediation method, amount of remediation
costs nor the allocation among potentially responsible parties has been
determined. Where reasonable estimates are possible, the Company has
provided for the costs of study, cleanup, remediation, and certain
other costs, taking into account, as applicable, available information
regarding site conditions, potential cleanup methods and the extent to
which other parties can be expected to bear those costs.
The Company is a participant with the EPA and the current owner of a
site previously owned by the Company's Maremont subsidiary in a
corrective action proceeding under the Resource Conservation and
Environmental Recovery Act. In the fourth quarter of 1994, based on
the results of an environmental study, the Company accrued for its
share of the reasonably estimable minimum remediation costs at this
site, which include costs incurred in connection with further studies
and design of a remediation plan, remedial costs, including cleanup
activities, and administrative, legal and consulting fees. Given the
inherent uncertainties in evaluating legal and environmental exposures,
actual costs to be incurred in future periods may vary from the
currently recorded estimates. The Company expects that any sum it may
be required to pay in connection with legal and environmental matters
in excess of the amounts recorded will not have a material adverse
effect on its financial condition.
Note 8. Arvin's Board of Directors has approved a one million share
Common Share Repurchase Program. The objective of the program is to
meet benefit plan obligations, including employee stock options.
Repurchases under the program may take place from time to time in the
market.
Note 9. Changes in Shareholders' Equity
(Dollars in millions)
For the Three Months Ended
4/2/95 4/3/94
-------- -------
Beginning balance $ 396.3 $ 420.6
Exercise of stock options 0 1.0
Cash dividends (4.2) (4.2)
Net earnings 5.1 5.3
Translation adjustments
during the period 2.4 (.8)
Shares contributed to
employee benefit plan 1.0 .7
-------- -------
Total shareholders' equity $ 400.6 $ 422.6
======== =======
Note 10. During the first quarter of 1995, a one time special credit of
$3.9 million was recorded in the Technology segment to reduce prior
years' accruals of employee benefits. This item is included in
"Income (Loss) from Discontinued Operations."
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Review
(Dollar amounts in tables in millions)
Overview
Arvin recorded sales of $494.2 million for the first quarter of 1995,
which represents a 16 percent increase over the first quarter of 1994
sales of $426.4 million. The increase in sales was primarily
attributable to strong North American vehicle production and the easing
of recessionary pressures in the European automotive markets.
Earnings from continuing operations decreased from $5.4 million in the
first quarter of 1994 to $2.6 million in the first quarter of 1995.
Earnings from continuing operations includes 1995 restructuring charges
of $2.1 million.
Except for the exchange losses of approximately $.9 million related to
the devaluation of the Mexican peso, currency fluctuations had a minor
positive impact on the comparative balances of both sales and operating
income.
Results of Operations
Net Sales by Segment First Quarter First Quarter
1995 1994
------------- -------------
Automotive Original Equipment $345.4 70% $284.1 67%
Automotive Replacement 148.8 30 142.3 33
------------- -------------
Total $494.2 100% $426.4 100%
============ =============
Operating Income by Segment(1) First Quarter First Quarter
1995 1994
------------- -------------
Automotive Original Equipment $ 18.2 91% $ 15.3 67%
Automotive Replacement 1.8 9 7.7 33
------------- -------------
Total $ 20.0 100% $ 23.0 100%
============ =============
(1) Reflects income from continuing operations prior to Corporate
allocated expenses.
Automotive Original Equipment ("OE"): First quarter 1995 OE sales
were 22 percent higher than the first quarter 1994. The increase was
primarily a result of an increase in the North American automotive
build rate, continued strengthening of the European market, significant
new business, and improved revenues and margins from coil coating
operations. Offsetting these positive movements in sales were pricing
pressures in both the U.S. and Europe, continued start up costs on new
strut production and the deteriorating economic conditions surrounding
the Company's Mexican operations.
Operating income in this segment increased 19 percent during the first
quarter of 1995 when compared to the first quarter of 1994. The
increase can be attributed to the higher sales revenues and
productivity improvements. These gains were somewhat offset by price
concessions, inflation and early retirement expenses.
Automotive Replacement ("Replacement"): Replacement sales increased
4 percent over the prior year. A slight sales decrease in the U.S. was
offset by a strong increase in the European Union sales of both exhaust
and ride control product lines. European Union sales increased 22
percent at reported exchange rates and 12 percent at a constant rate of
exchange. The increase was primarily a result of improving economic
conditions throughout the European Union.
Operating profit for the replacement market was down significantly in
the U.S. market as a result of increased costs associated with
obtaining new business. The European market, however, experienced
strong increases in operating profit on increased sales.
Corporate General and Administrative expenses decreased 16 percent or
$.4 million in the first quarter of 1995. The decrease was primarily
the result of reduced expenditures for employee costs and professional
services.
Interest Expense increased 18 percent or $1.7 million in the first
quarter of 1995. The increase was a result of higher average borrowing
rates on higher average outstanding debt.
Other Expenses, net decreased $1.8 million in the first quarter of
1995. The decrease was primarily a result of a gain on the sale of a
property held for sale.
Restructuring Charges of $2.1 million, related to the 1994
restructuring plan, are included in results of operations in the first
quarter of 1995. These charges represent $2.0 million of costs for an
early retirement program and $.1 million of other costs of
consolidation. The workforce reductions and consolidation of
manufacturing facilities and product lines will be substantially
complete by December 31, 1995, and are an effort to concentrate
resources allowing the Company to achieve its long-term strategic
growth objectives. The Company expects additional 1995 charges to be
consistent with 1994 estimates.
Minority Share of Income increased $.4 million for the first quarter
when compared to the first quarter of 1994. The increase is primarily
a result of improved profitability of the Company's European
subsidiaries.
Income from Discontinued Operations of $1.8 million represents the
first quarter income of the Company's Space Industries International
unit which was sold September 29, 1995. Results from discontinued
operations include a one-time special credit of $3.9 million ($2.4
million net of tax) to reduce prior years' accruals of employee
benefits in the Technology segment.
Income from Disposal of Discontinued Operations of $.7 million
represents the estimated gain on the sale of Schrader. No income prior
to the first quarter 1994 measurement date was recorded as "Income
from discontinued operations." In February 1995, the Company entered
into a contract for the sale of Schrader. The transaction was
completed on February 16, 1995.
Financial Condition
Liquidity: During the first quarter of 1995, working capital decreased
$20.1 million. The primary reason for the decrease is from the
reclassification, to current portion of long term debt, of the
Company's 9.97 percent notes maturing in the first quarter of 1996. The
current ratio decreased from 1.4 at the end of 1994 to 1.3 at the end
of the first quarter of 1995.
Cash and Cash Equivalents increased $2.4 million from the end of 1994
to the end of the first quarter of 1995. The primary reason for the
increase was an increase in sales during the period.
Accounts Receivable and Accounts Payable both increased substantially
(10 percent and 12 percent) primarily as a result of a 33 percent
increase in March sales over December sales.
Other Current Assets increased $18.5 million. The primary reason for
the increase is increased customer tooling and a receivable for
property sold.
Capital Resources Based on the Company's projected cash flow from
operations and existing financing credit facility arrangements,
management believes that sufficient liquidity is available to meet
anticipated capital and dividend requirements over the foreseeable
future as well as the cash outlays resulting from the 1994
restructuring program.
Planned capital expenditures for 1995 are adequate for normal growth
and replacement and are consistent with projections for future sales
and earnings. Near-term expenditures are expected to be funded from
internally generated funds.
Funds generated from the February 16, 1995 sale of Schrader (See Note
3) were used to reduce the Company's debt and for other corporate
purposes.
Legal/Environmental Matters The Company is defending various
environmental claims and legal actions that arise in the normal course
of its business, including matters in which the Company has been
designated a potentially responsible party at certain waste disposal
sites or has been notified that it may be a potentially responsible
party at other sites as to which no proceedings have been initiated.
At a majority of these sites, the information currently available leads
the Company to believe it has very limited or even de minimis
responsibility. At other sites, neither the remediation method, amount
of remediation costs nor the allocation among potentially responsible
parties has been determined. Where reasonable estimates are possible,
the Company has provided for the costs of study, cleanup, remediation,
and certain other costs, taking into account, as applicable, available
information regarding site conditions, potential cleanup methods and
the extent to which other parties can be expected to bear those costs.
The Company is a participant with the EPA and the current owner of a
site previously owned by the Company's Maremont subsidiary in a
corrective action proceeding under the Resource Conservation and
Environmental Recovery Act. In the fourth quarter of 1994, based on
the results of an environmental study, the Company accrued for its
share of the reasonably estimable minimum remediation costs at this
site, which include costs incurred in connection with further studies
and design of a remediation plan, remedial costs, including cleanup
activities, and administrative, legal and consulting fees. Given the
inherent uncertainties in evaluating legal and environmental exposures,
actual costs to be incurred in future periods may vary from the
currently recorded estimates. The Company expects that any sum it may
be required to pay in connection with legal and environmental matters
in excess of the amounts recorded will not have a material adverse
effect on its financial condition.
Part II
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3 Amended and Restated By-Laws including filed on May 15, 1995 on
Amendment to 6.1 of the By-Laws approved Form 10-Q for the first
by the Board of Directors on quarter ended April 2,
February 9, 1995 1995 (The By-Laws were
subsequently amended.
See Exhibit 3(ii) of
Form 8-K filed
November 28, 1995.)
11 Computation of Earnings Per Share filed herewith as Exhibit 11
27 Financial Data Schedule filed herewith as Exhibit 27
b. Reports Filed on Form 8-K
None
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused the
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Arvin Industries, Inc.
by: /s/ Richard A. Smith
_______________________
Richard A. Smith
Vice President-Finance & Chief
Financial Officer
by: /s/ William M. Lowe, Jr.
____________________________
William M. Lowe, Jr.
Controller & Chief Accounting Officer
Date: December 4, 1995
Exhibit 11
<TABLE>
Arvin Industries, Inc.
Computation of Earnings Per Share of Common Stock
(Amounts in millions, except per share amounts)
<CAPTION>
Unaudited
----------------------
Three Months Ended
----------------------
April 2, April 3,
1995 1994
---------- ----------
<S> <C> <C>
Primary Earnings Per Share
- --------------------------
Income from continuing operations $ 2.6 $ 5.4
Income(Loss) from discontinued operations, net of tax 2.5 (0.1)
---------- ----------
Net income to common stock $ 5.1 $ 5.3
========== ==========
Average shares of common stock outstanding 22.2 22.1
Incremental common shares applicable to common stock options based
on the common stock daily average market price during the period 0.1 0.4
---------- ----------
Average common shares, as adjusted 22.3 22.5
========== ==========
Earnings per average share of common stock (including
common stock equivalents):
Continuing operations $ 0.12 $ 0.24
Discontinued operations 0.11 0.00
---------- ----------
$ 0.23 $ 0.24
========== ==========
Fully Diluted Earnings Per Share: (1)
- -------------------------------------
Income from continuing operations $ 2.6 $ 5.4
Income(Loss) from discontinued operations, net of tax 2.5 (0.1)
---------- ----------
Net income 5.1 5.3
Add back 7.5% convertible debentures' after tax interest expense 1.0 1.1
---------- ----------
Net income to common stock assuming full dilution $ 6.1 $ 6.4
========== ==========
Average shares of common stock outstanding 22.2 22.1
Incremental common shares applicable to common stock options
based on the more dilutive ending or average market price
of the common stock during the period 0.1 0.4
Average common shares issuable assuming conversion of 7.5%
convertible subordinated debentures 3.1 3.4
---------- ---------
Average common shares assuming full dilution 25.4 25.9
========== =========
Fully diluted earnings per average share assuming conversion of all
applicable securities:
Continuing operations $ 0.14 $ 0.25
Discontinued operations 0.10 0.00
---------- ---------
$ 0.24 $ 0.25
========== =========
1 Fully diluted earnings per share amounts are shown for the first quarter of 1995 and 1994 in accordance with Securities and
Exchange Commission requirements although not in accordance with A.P.B. 15 because they result in anti-dilution.
See notes to consolidated financial statements.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted
from Form 10-Q/A for the period ended April 2, 1995 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-02-1995
<PERIOD-END> Apr-2-1995
<PERIOD-TYPE> 3-MOS
<CASH> 13,500
<SECURITIES> 0
<RECEIVABLES> 291,300
<ALLOWANCES> (2,900)
<INVENTORY> 111,800
<CURRENT-ASSETS> 508,500
<PP&E> 875,200
<DEPRECIATION> 454,700
<TOTAL-ASSETS> 1,255,300
<CURRENT-LIABILITIES> 397,700
<BONDS> 354,600
0
0
<COMMON> 60,400
<OTHER-SE> 340,200
<TOTAL-LIABILITY-AND-EQUITY> 1,255,300
<SALES> 494,200
<TOTAL-REVENUES> 494,200
<CGS> 433,600
<TOTAL-COSTS> 472,200
<OTHER-EXPENSES> 4,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,100
<INCOME-PRETAX> 5,100
<INCOME-TAX> 1,900
<INCOME-CONTINUING> 2,600
<DISCONTINUED> 2,500
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,100
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
