<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 1-8941
FRUIT OF THE LOOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3361804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 SEARS TOWER,
233 SOUTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606
(Address of principal executive offices, including Zip Code)
(312) 876-1724
(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
--- ---
Common shares outstanding at May 13, 1996: 69,393,378 shares of Class A Common
Stock, $.01 par value, and 6,690,976 shares of Class B Common Stock, $.01 par
value.
<PAGE> 2
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Balance Sheet; March
31, 1996 (Unaudited) and December 31,
1995 2
Condensed Consolidated Statement of
Earnings (Unaudited); Three
Months Ended March 31, 1996
and 1995 3
Condensed Consolidated Statement of
Cash Flows (Unaudited); Three
Months Ended March 31, 1996
and 1995 4
Notes to Condensed Consolidated Financial
Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE> 3
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
- ------
Current Assets
Cash and cash equivalents (including
restricted cash) ........................... $ 5,400 $ 26,500
Notes and accounts receivable
(less allowance for possible losses
of $22,800 and $26,600, respectively) ...... 299,300 261,000
Inventories
Finished goods ............................. 561,000 522,300
Work in process ............................ 142,800 132,400
Materials and supplies ..................... 45,400 44,800
Other ........................................ 59,600 72,800
---------- -----------
Total current assets .................... 1,113,500 1,059,800
---------- -----------
Property, Plant and Equipment ........................ 1,614,200 1,607,300
Less accumulated depreciation ................ 605,900 578,900
---------- -----------
Net property, plant and equipment ....... 1,008,300 1,028,400
---------- -----------
Other Assets
Goodwill (less accumulated amortization
of $264,500 and $257,800 respectively) ..... 764,400 771,100
Other ........................................ 60,300 60,200
---------- -----------
Total other assets ...................... 824,700 831,300
---------- -----------
$2,946,500 $ 2,919,500
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Current maturities of long-term debt ......... $ 12,800 $ 14,600
Trade accounts payable ....................... 66,900 60,100
Other accounts payable and accrued expenses .. 237,200 229,100
---------- -----------
Total current liabilities ............... 316,900 303,800
---------- -----------
Noncurrent Liabilities
Long-term debt ............................... 1,431,100 1,427,200
Other ........................................ 293,500 292,900
---------- -----------
Total noncurrent liabilities ............ 1,724,600 1,720,100
---------- -----------
Common Stockholders' Equity .......................... 905,000 895,600
---------- -----------
$2,946,500 $ 2,919,500
========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 4
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
-------- --------
<S> <C> <C>
Net sales ......................................... $506,200 $528,200
Cost of sales ..................................... 369,200 366,200
-------- --------
Gross earnings .................................. 137,000 162,000
Selling, general and administrative expenses ...... 80,300 92,900
Goodwill amortization ............................. 6,700 9,400
-------- --------
Operating earnings .............................. 50,000 59,700
Interest expense .................................. (27,200) (28,400)
Other expense - net ............................... (1,900) (1,800)
-------- --------
Earnings before income tax expense and cumulative
effect of change in accounting principle ..... 20,900 29,500
Income tax expense ................................ 8,400 13,000
-------- --------
Earnings before cumulative effect of change in
accounting principle ......................... 12,500 16,500
Cumulative effect of change in accounting
for pre-operating costs ...................... - (5,200)
-------- --------
Net earnings .................................... $ 12,500 $ 11,300
======== ========
Earnings per common share:
Earnings before cumulative effect of change in
accounting principle ......................... $ .16 $ .22
Cumulative effect of change in accounting
for pre-operating costs ...................... - (.07)
-------- --------
Net earnings per common share ................... $ .16 $ .15
======== ========
Average common shares outstanding ............... 76,000 76,000
======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 5
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In thousands of dollars)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ................................................. $ 12,500 $ 11,300
Adjustments to reconcile to net cash
used for operating activities:
Cumulative effect of change in accounting for pre-operating
costs ................................................. - 5,200
Depreciation and amortization ............................. 36,200 40,300
Deferred income taxes ..................................... 6,300 4,500
Increase in working capital ............................... (67,400) (173,200)
Other-net ................................................. (5,000) 300
--------- ---------
Net cash used for operating activities ................ (17,400) (111,600)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ......................................... (11,500) (33,200)
Other-net .................................................... 4,300 (5,000)
--------- ---------
Net cash used for investing activities ................ (7,200) (38,200)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt ................. 9,100 130,600
Principal payments on long-term debt
and capital leases .................................... (5,900) (2,900)
Issuances of common stock .................................... 300 100
--------- ---------
Net cash provided by financing activities ............. 3,500 127,800
--------- ---------
Net decrease in Cash and cash
equivalents (including restricted cash) ...................... (21,100) (22,000)
Cash and cash equivalents (including restricted
cash) at beginning of period ................................. 26,500 49,400
--------- ---------
Cash and cash equivalents (including restricted
cash) at end of period ....................................... $ 5,400 $ 27,400
========= =========
</TABLE>
See accompanying notes.
4
<PAGE> 6
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. No dividends were declared on the Company's common stock for the
three month periods ended March 31, 1996 and 1995.
2. Prior to 1995 pre-operating costs associated with the start-up of
significant new production facilities were deferred and amortized over
three years. Effective January 1, 1995 the Company recorded the cumulative
effect of a change in accounting principle related to the Company's
decision to adopt a more conservative position as a result of changes in
its business and to expense pre-operating costs as incurred resulting in an
after tax charge of $5,200,000 ($.07 per share) in the first quarter of
1995. The results of operations for the first quarter of 1995 have been
restated to reflect this change in accounting principle.
3. The Company has guaranteed, on an unsecured basis, the repayment of
certain debt incurred or created by Acme Boot Company, Inc. ("Acme Boot"),
formerly a wholly-owned subsidiary of the Company, under Acme Boot's bank
credit facilities (the "Acme Boot Credit Facilities"). Acme Boot is a
majority owned subsidiary of Farley Inc. ("FI"). William Farley, an
executive officer and director of the Company, holds 100% of the common
stock of FI. At March 31, 1996 the Acme Boot Credit Facilities provide
for up to approximately $67,000,000 of loans and letters of credit. The
Acme Boot Credit Facilities are secured by liens on substantially all of
the assets of Acme Boot and its subsidiaries. At March 31, 1996
approximately $58,600,000 in loans and letters of credit were outstanding
under the Acme Boot Credit Facilities. Summarized unaudited financial
information for Acme Boot follows (in thousands of dollars):
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEET
March 31, December 31,
1996 1995
--------- ------------
<S> <C> <C>
Current assets $ 48,300 $ 49,500
Noncurrent assets-net 8,600 9,000
--------- ------------
$ 56,900 $ 58,500
========= ============
Current liabilities $72,200 $17,900
Noncurrent liabilities 10,500 65,300
Preferred stock 2,700 2,500
Common stockholders' deficit (28,500) (27,200)
--------- ------------
$ 56,900 $ 58,500
========= ============
</TABLE>
5
<PAGE> 7
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
(UNAUDITED)
CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1996 1995
--------------------
<S> <C> <C>
Net sales $ 22,700 $ 26,900
========= =========
Gross earnings $ 7,400 $ 6,400
========= =========
Operating loss $ (1,100) $ (2,200)
========= =========
Net loss $ (1,100) $ (4,500)
========= =========
</TABLE>
4. The condensed consolidated financial statements contained herein should
be read in conjunction with the consolidated financial statements and
related notes contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
The information furnished herein reflects all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair statement of the results of the interim
periods and is not necessarily indicative of results for the entire year.
The Company uses the last-in, first-out ("LIFO") method of accounting
for the majority of inventories for financial reporting purposes. Interim
determinations of LIFO inventories are necessarily based on management's
estimates of year-end inventory levels and costs. Subsequent changes in
these estimates, including the final year-end LIFO determination, and the
effect of such changes on earnings are recorded in the interim periods in
which they occur.
6
<PAGE> 8
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for historical information contained herein, certain matters set forth
in this Quarterly Report on Form 10-Q are forward looking statements that
involve certain risks and uncertainties that could cause actual results to
differ materially from those in the forward looking statements. Potential
risks and uncertainties include such factors as the financial strength of the
retail industry (particularly the mass merchant channel), the level of consumer
spending for apparel, the amount of sales of the Company's activewear
screenprint products, the competitive pricing environment within the basic
apparel segment of the apparel industry, the ability of the Company to
successfully move labor-intensive segments of the manufacturing process
offshore and the success of planned advertising, marketing and promotional
campaigns. Investors are also directed to consider other risks and
uncertainties discussed in documents filed by the Company with the Securities
and Exchange Commission.
The following discussion should be read in conjunction with the accompanying
condensed consolidated financial statements for the period ended March 31, 1996
and the Company's Annual Report on Form 10-K for the year ended December 31,
1995.
The table below sets forth selected operating data (in millions of dollars and
as percentages of net sales) of the Company.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Net sales $ 506.2 $ 528.2
Gross earnings $ 137.0 $ 162.0
Gross margin 27.1% 30.7%
Operating earnings $ 50.0 $ 59.7
Operating margin 9.9% 11.3%
</TABLE>
NET SALES
Net sales decreased 4.2% in the first quarter of 1996 compared to the same
period of 1995. The decrease in net sales in the first quarter of 1996
compared to the same period in 1995 relates primarily to an approximate two
percent unit volume decline, lower domestic activewear average sales prices and
an unfavorable product mix. The unfavorable product mix primarily results from
a greater percentage of the Company's total sales being derived from shipments
of closeouts and discontinued products in the first quarter of 1996 as compared
to the same period in 1995.
7
<PAGE> 9
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
GROSS EARNINGS
Gross earnings decreased 15.4% in the first three months of 1996 compared to
the same period of 1995. The gross margin was 27.1% in the first three months
of 1996 compared to 30.7% in the same period of 1995. The decrease in gross
earnings and gross margin is primarily due to the effect of: (i) operating
certain manufacturing facilities at less than optimal rates during the first
quarter of 1996 in order to contain inventory growth; (ii) the effect of cost
increases; and (iii) lower unit sales volume and lower domestic activewear
average sales prices. Higher sales of closeouts and discontinued products in
the Company's casualwear business, as a result of the Company's decision in the
fourth quarter of 1995 to reduce the number of products for sale, also had a
negative impact on gross margin during the first quarter of 1996.
OPERATING EARNINGS
Operating earnings decreased 16.2% compared to the first quarter of 1995 while
the operating margin decreased 1.4 percentage points to 9.9% of net sales for
the quarter ended March 31, 1996 compared to 11.3% in the first quarter of
1995. The decrease in operating earnings resulted primarily from the decreased
gross earnings of approximately $25,000,000, which was partially offset by
lower selling, general and administrative expenses of approximately $12,600,000
and lower goodwill amortization of approximately $2,700,000. Lower selling,
general and administrative expenses resulted principally from headcount
reductions as a result of the Company's 1995 actions taken in an effort to
substantially reduce the Company's cost structure, streamline operations and
further improve customer service. Consolidations of shipping locations, the
Company's administrative offices and attendant staff reductions have resulted
in reduced shipping and general and administrative costs by approximately
$10,000,000 (21.4%) in the first quarter of 1996 compared to the same period of
1995. In addition, the first quarter of 1995 included charges related to the
curtailment of selling and marketing activities in Mexico. These cost
reductions more than offset increases in advertising expenses in the first
quarter of 1996. Selling, general and administrative expenses decreased to
15.9% of net sales in the first quarter of 1996 compared to 17.6% of net sales
in the same period of 1995.
In addition, during 1995 the Company determined that the carrying value of the
intangible assets related to certain acquired businesses were not expected to
be recovered by their future undiscounted cash flows. Accordingly, impairment
writedowns of goodwill in the fourth quarter of 1995 reflected the write-off of
all goodwill related to these certain acquired businesses. The effect of this
impairment writedown was to reduce goodwill amortization expense in the first
quarter of 1996 by approximately $2,700,000 compared to the same period of
1995.
8
<PAGE> 10
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
INTEREST EXPENSE
Interest expense for the first quarter of 1996 decreased 4.2% from the same
period of 1995. The decrease was primarily attributable to the effect of lower
average debt levels in 1996, which was partially offset by the effect of a
higher average interest rate on the Company's variable rate debt, principally
its borrowings under its bank revolving line of credit. Lower average debt
levels in 1996 were due principally to the effect of lower working capital
levels in the first quarter of 1996 as compared to the first quarter of 1995,
primarily lower inventories.
INCOME TAXES
The effective income tax rate for the first quarter of 1996 and 1995 differed
from the Federal statutory rate of 35% primarily due to the impact of goodwill
amortization, a portion of which is not deductible for Federal income tax
purposes, state income taxes, the provision for interest related to prior
years' taxes and, in 1996, the impact of higher foreign earnings, certain of
which are taxed at lower rates than in the United States.
EARNINGS PER SHARE
For the first three months of 1996, earnings per share before cumulative effect
of change in accounting principle decreased 27.3% from the same period of 1995.
Earnings per share before cumulative effect of change in accounting principle
were $.16 for the first three months of 1996 compared to $.22 for the same
period of 1995. Included in the restated first quarter of 1995 was a charge of
$.07 per share related to the Company's decision to adopt a more conservative
position as a result of changes in its business and to expense pre-operating
costs as incurred. Net earnings per share were $.16 for the first quarter of
1996 compared to $.15 for the prior year period.
EFFECTS OF INFLATION
Management believes that the moderate rate of inflation over the past few years
has not had a significant impact on the Company's sales or profitability.
LIQUIDITY AND CAPITAL RESOURCES
Funds generated from the Company's operations are the major source of liquidity
and are supplemented by funds obtained from capital markets including bank
facilities. The Company has available a $125,000,000 short-term revolving
commitment from a group of banks which
9
<PAGE> 11
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES - (CONTINUED)
expires in May 1997 to supplement its existing revolving lines of credit. No
borrowings are outstanding under this facility.
The Company has available for the funding of its operations approximately
$1,036,700,000 of revolving lines of credit. As of May 10, 1996 approximately
$347,800,000 was available and unused under these facilities.
Net cash used for operating activities in the three months ended March 31, 1996
and 1995 was $17,400,000 and $111,600,000, respectively. The primary
components of cash used for operating activities in the first three months of
1996 and 1995 were increases in working capital of $67,400,000 and
$173,200,000, respectively. The working capital increases in the first quarter
of 1996 and 1995 were primarily driven by higher inventories ($49,700,000 and
$150,700,000, respectively) and higher accounts receivable ($38,300,000 and
$32,800,000, respectively). The increases in inventory and accounts receivable
in the first three months of 1996 and 1995 reflect the seasonality of the
Company's business as it enters its peak selling season. In 1996, the increase
in inventory was also a result of increased plant operations at March 31, 1996
as compared to the relatively low level of operations at year-end 1995, which
resulted in an increase in work in process from December 31, 1995. The
increase in inventory in 1995 was also the result of higher raw material costs,
an increase in heavier weight apparel carried in inventory to meet increased
consumer demand, the effect of the Company's ongoing efforts to improve
customer service and the effect of the sluggish retail environment which led to
lower than anticipated sales volumes.
Net cash used for investing activities in the three months ended March 31, 1996
and 1995 was $7,200,000 and $38,200,000, respectively. Capital expenditures
were $11,500,000 and $33,200,000 in the first three months of 1996 and 1995,
respectively. Capital spending, primarily to enhance distribution and yarn
manufacturing capabilities and to establish and support offshore assembly
operations, is anticipated to approximate $75,000,000 in 1996.
Net cash provided by financing activities in the three months ended March 31,
1996 and 1995 was $3,500,000 and $127,800,000, respectively, and consisted
principally of borrowings under the Company's bank facilities, partially offset
by principal payments on long-term debt and capital leases.
In September 1994, the Company entered into a five year operating lease
agreement, with two annual renewal options, primarily for certain machinery
and equipment. The total cost of the assets to be covered by the lease is
limited to $175,000,000. The total cost of assets under lease as of March 31,
1996 was approximately $132,000,000. The lease provides for a substantial
residual value guarantee by the Company at the termination of the lease and
includes purchase and renewal options at fair market values.
10
<PAGE> 12
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - (CONCLUDED)
LIQUIDITY AND CAPITAL RESOURCES - (CONCLUDED)
Management believes the funding available to the Company is sufficient to meet
anticipated requirements for capital expenditures, working capital and other
needs.
The Company's debt instruments, principally its bank agreements, contain
covenants restricting the Company's ability to sell assets, incur debt, pay
dividends and make investments and requiring the Company to maintain certain
financial ratios.
11
<PAGE> 13
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
4(a)* $800,000,000 Credit Agreement dated as of August 16, 1993, among the
several banks and other financial institutions from time to time
parties thereto (the "Lenders"), Bankers Trust Company, a New York
banking corporation, as administrative agent for the Lenders thereunder,
Chemical Bank, NationsBank, N.A. (Carolinas), The Bank of New York and
the Bank of Nova Scotia, as co-agents (incorporated herein by reference
to Exhibit 4.3 to the Company's Registration Statement on Form S-3, Reg.
No. 33-50567 (the "1993 S-3").
4(b)* Subsidiary Guarantee Agreement dated as of August 16, 1993 by each of
the guarantors signatory thereto in favor of the beneficiaries referred
to therein (incorporated herein by reference to Exhibit 4.4 to the
1993 S-3).
4(c)* Rights Agreement, dated as of March 8, 1996 between Fruit of the Loom,
Inc. and Chemical Mellon Shareholder Services, L.L.C., Rights
Agent (incorporated herein by reference to Exhibit 4(c) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995).
27 Financial Data Schedule.
- ----------------
* Document is available at the Public Reference Section of the Securities and
Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 (Commission file No. 1-8941).
The Registrant has not listed nor filed as an Exhibit to this Quarterly Report
certain instruments with respect to long-term debt representing indebtedness of
the Registrant and its subsidiaries which do not individually exceed 10% of the
total assets of the Registrant and its subsidiaries on a consolidated basis.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Registrant agrees to
furnish such instruments to the Securities and Exchange Commission upon
request.
B. REPORTS ON FORM 8-K
No report on Form 8-K was filed by the Registrant during the quarter ended
March 31, 1996.
12
<PAGE> 14
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.
FRUIT OF THE LOOM, INC.
-------------------------------
(Registrant)
Date: May 14, 1996 LARRY K. SWITZER
-------------------------------
Larry K. Switzer
Senior Executive Vice President
and Chief Financial Officer
(Principal Financial Officer
and duly authorized to sign
on behalf of Registrant)
13
<PAGE> 15
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.
FRUIT OF THE LOOM, INC.
-------------------------------
(Registrant)
Date: Larry K. Switzer
-------------------------------
Senior Executive Vice President
and Chief Financial Officer
(Principal Financial Officer
and duly authorized to sign
on behalf of Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,400
<SECURITIES> 0
<RECEIVABLES> 322,100
<ALLOWANCES> 22,800
<INVENTORY> 749,200
<CURRENT-ASSETS> 1,113,500
<PP&E> 1,614,200
<DEPRECIATION> 605,900
<TOTAL-ASSETS> 2,946,500
<CURRENT-LIABILITIES> 316,900
<BONDS> 1,431,100
0
0
<COMMON> 470,700
<OTHER-SE> 434,300
<TOTAL-LIABILITY-AND-EQUITY> 2,946,500
<SALES> 506,200
<TOTAL-REVENUES> 506,200
<CGS> 369,200
<TOTAL-COSTS> 369,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,200
<INCOME-PRETAX> 20,900
<INCOME-TAX> 8,400
<INCOME-CONTINUING> 12,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,500
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
