SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(x) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 29, 1996
or
( ) Transaction Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the Transition period from to
Commission File Number 0-13886
Oshkosh Truck Corporation
[Exact name of registrant as specified in its charter]
Wisconsin 39-0520270
[State of other jurisdiction of [I.R.S. Employer
incorporation or organization] Identification No.]
2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903
[Address of principal executive offices] [Zip Code]
Registrant's telephone number, including area code (414) 235-9151
None
[Former name, former address and former fiscal year, if changed since
last report]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or 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 practicable date.
Class A Common Stock Outstanding as of August 7, 1996: 409,458
Class B Common Stock Outstanding as of August 7, 1996: 8,220,070
<PAGE>
OSHKOSH TRUCK CORPORATION
FORM 10-Q INDEX
FOR QUARTER ENDED JUNE 29, 1996
Page
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of
Shareholders' Equity 5
Condensed Consolidated Statements of
Cash Flows 6
Notes to Condensed Consolidated
Financial Statements 7
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 10
PART II. Other Information 15
Signatures 16
<PAGE>
PART I. FINANCIAL INFORMATION
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
-------- -------- -------- --------
(In thousands, except per share amounts)
Net sales $112,025 $126,400 $295,697 $329,257
Cost of sales 101,294 109,455 259,678 286,097
-------- -------- -------- --------
Gross income 10,731 16,945 36,019 43,160
Operating expenses:
Selling, general
and administrative 12,791 8,944 29,977 24,431
Engineering, research
and development 1,783 1,226 4,516 4,354
-------- -------- -------- --------
Total operating expenses 14,574 10,170 34,493 28,785
-------- -------- -------- --------
Income (loss) from continuing
operations (3,843) 6,775 1,526 14,375
Other income (expense):
Interest expense (34) (212) (104) (491)
Interest income 168 73 956 456
Miscellaneous, net 24 28 (76) (486)
-------- -------- -------- --------
158 (111) 776 (521)
-------- -------- -------- --------
Income (loss) from continuing
operations before income taxes (3,685) 6,664 2,302 13,854
Provision (credit) for income
taxes (1,287) 2,566 898 5,495
-------- -------- -------- --------
Net income (loss) from
continuing operations (2,398) 4,098 1,404 8,359
Loss from discontinued
operations, net of
income tax benefit (2,211) (1,010) (2,211) (2,421)
-------- -------- -------- --------
Net income (loss) $ (4,609) $ 3,088 $ (807) $ 5,938
======== ======== ======== ========
Earnings (loss) per common share:
Income (loss) from continuing
operations $ (0.27) $ 0.46 $ 0.16 $ 0.96
Discontinued operations (0.25) (0.11) (0.25) (0.28)
-------- -------- -------- --------
Net income (loss) $ (0.52) $ 0.35 $ (0.09) $ 0.68
========= ========= ========= =========
Cash dividends per common share:
Class A $0.10875 $0.10875 $0.32625 $0.32625
Class B $0.12500 $0.12500 $0.37500 $0.37500
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 29, September 30,
1996 1995
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 18,439 $ 29,716
Receivables, net of allowance
for doubtful accounts 52,489 58,110
Inventories 70,977 45,781
Prepaid expenses 2,859 3,627
Deferred and refundable income taxes 7,972 4,681
Net current assets of discontinued
operations - 3,273
-------- --------
Total current assets 152,736 145,188
Deferred charges 2,542 2,978
Deferred income taxes 2,674 2,389
Other long-term assets 9,706 10,437
Property, plant, and equipment:
Land 5,857 5,522
Buildings 30,332 30,118
Machinery and equipment 68,815 68,630
-------- --------
105,004 104,270
Less accumulated depreciation (67,126) (64,346)
-------- --------
Net property, plant, and equipment 37,878 39,924
-------- --------
Total assets $205,536 $200,916
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 37,324 $ 28,266
Payroll-related obligations 6,478 5,526
Accrued warranty 3,474 3,084
Other current liabilities 15,129 16,535
-------- --------
Total current liabilities 62,405 53,411
Postretirement benefit obligations 9,490 8,839
Other long-term liabilities 4,958 5,026
Net long-term liabilities of
discontinued operations 2,803 227
Shareholders' equity:
Preferred stock - -
Common stock:
Class A 4 4
Class B 89 89
Paid-in capital 16,396 16,533
Retained earnings 117,603 121,697
-------- --------
134,092 138,323
Cost of Class B common stock
in treasury (6,705) (3,403)
Pension liability adjustment (1,507) (1,507)
-------- --------
Total shareholders' equity 125,880 133,413
-------- --------
Total liabilities and shareholders'
equity $205,536 $200,916
======== ========
The accompanying notes are an integral part of these condensed
consolidated financial statements
<PAGE>
<TABLE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 29, 1996
(Unaudited)
<CAPTION>
Pension
Common Paid-in Retained Treasury Liability
Stock Capital Earnings Stock Adjustment Total
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1995 $93 $16,533 $121,697 $(3,403) $(1,507) $133,413
Net loss - - (807) - - (807)
Cash dividends:
Class A common stock - - (132) - - (132)
Class B common stock - - (3,155) - - (3,155)
Purchase of treasury stock - - - (3,425) - (3,425)
Exercise of stock options - 28 - 123 - 151
Incentive compensation awards - (165) - - - (165)
----- ------- -------- ------- ------- --------
Balance at June 29, 1996 $93 $16,396 $117,603 $(6,705) $(1,507) $125,880
===== ======= ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 29, July 1,
1996 1995
(In thousands)
Cash provided from (used for) operations:
Net income from continuing operations $ 1,404 $ 8,359
Depreciation and amortization 6,146 6,225
Write-off of investments 3,225 -
Deferred income taxes (493) 1,329
Loss on disposal of property,
plant, and equipment 74 26
Changes in operating assets and
liabilities (13,039) (25,948)
------- -------
Net cash used for operations (2,683) (10,009)
Cash provided from (used for) investing
activities:
Additions to property, plant, and
equipment (5,486) (3,546)
Proceeds from sale of property,
plant, and equipment 2,079 -
Increase in other long-term assets (3,261) (619)
------- -------
Net cash used for investing activities (6,668) (4,165)
Cash provided from discontinued operations 4,667 7,407
Cash provided from (used for) financing
activities:
Net payments on lines of credit - (37)
Sales of common stock and common stock
warrants, net of issuance costs - 8,574
Purchase of treasury stock and proceeds
from stock options, net (3,274) 36
Dividends paid (3,319) (3,245)
------- -------
Net cash provided from (used for)
financing activities (6,593) 5,328
------- -------
Decrease in cash and cash equivalents (11,277) (1,439)
Cash and cash equivalents at beginning of period 29,716 15,836
------- -------
Cash and cash equivalents at end of period $18,439 $14,397
======= =======
Supplementary disclosures:
Cash paid for interest:
Continuing operations $ 104 $ 585
Discontinued operations - 709
Cash paid for income taxes 3,095 961
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
OSHKOSH TRUCK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by the company without audit. However, the foregoing statements
contain all adjustments (consisting only of normal recurring adjustments)
which are, in the opinion of company management, necessary to present
fairly the condensed consolidated financial statements. Certain
reclassifications have been made to the 1995 condensed consolidated
financial statements to conform to the 1996 presentation.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. It is
suggested that these consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in
the company's 1995 annual report to shareholders.
2. INVENTORIES
Inventories consist of the following:
June 29, 1996 September 30, 1995
(In thousands)
Finished products $ 7,264 $ 3,368
Products in process 33,944 15,132
Raw materials 39,191 35,106
------- -------
Inventories at FIFO cost 80,399 53,606
Less:
Progress payments on U.S.
Government contracts 1,909 852
Allowance for reduction to
LIFO cost 7,513 6,973
------- -------
$70,977 $45,781
======= =======
Title to all inventories related to U.S. Government contracts which
provide for progress payments vests with the government to the extent of
unliquidated progress payments.
3. EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share is computed by dividing net income (loss)
by the weighted average number of shares outstanding. The average number
of shares outstanding was 8,839,727 and 8,827,350, respectively, for the
three month periods and 8,881,711 and 8,749,133, respectively, for the
nine month periods ended June 29, 1996 and July 1, 1995. Stock options,
warrants and stock issuable under incentive compensation awards were not
dilutive in any of the periods presented.
4. SPECIAL CHARGES
During the third quarter of fiscal 1996, the company recognized pre-tax
charges of $9.9 million (or $6.1 million after-tax). During the quarter,
the company evaluated the carrying values of its remaining investments and
receivables associated with its Mexican bus affiliate. Due to prolonged
weakness in the Mexican economy and continuing losses and high leverage
reported by the affiliate, the company is no longer assured that it will
realize its investments and receivables associated with its affiliate and
wrote off such investments and receivables with a pre-tax charge totaling
$5.6 million.
The company's fiscal 1996 third quarter earnings also were adversely
affected by pre-tax charges of approximately $3.3 million due to delays in
the start-up of full scale production of an $85 million Improved
Palletized Flatracks (IPF) contract for the U.S. Army. This production
has been subcontracted to Steeltech Manufacturing, Inc. (Steeltech). In
late July 1996, Steeltech production under the IPF contract passed first
article testing. Production under the contract is expected to be
completed in early 1998. Fiscal 1996 third quarter earnings were also
adversely affected by pre-tax charges of $1.0 million to recognize
additional warranty and other product related liabilities with respect to
the company's U.S. chassis business which was sold in June 1995.
5. STOCK BUY BACK
In July 1995, the company's Board of Directors authorized the repurchase
of up to 1,000,000 shares of Class B common stock. As of August 7, 1996,
the company has purchased 457,035 shares under this program at a total
cost of $6.5 million or an average of $14.22 per share.
6. LITIGATION
The company is engaged in litigation against Super Steel Products
Corporation (SSPC), the company's former supplier of mixer systems for S-
Series front discharge concrete mixer trucks. After incurring internal
cost overruns under its long-term supply contract with the company, SSPC
conditioned its continued performance under the contract upon the company
accepting material price increases for such cost overruns. Following
unsuccessful efforts to negotiate a resolution, SSPC sued the company in
state court, claiming the company breached the contract. The company
counterclaimed for repudiation of contract. The case was recently tried
to a jury in Milwaukee County. On July 26, 1996, the jury returned a
verdict for SSPC awarding damages totaling approximately $4.5 million. A
judgment will not be entered until after post-verdict motions have been
made. The company will file motions with the trial court requesting the
court to overturn or substantially reduce the verdict. Based on advice of
counsel, management believes such motions have substantial merit and that
the trial court may grant substantial relief from the verdict. In the
event of an adverse judgment against the company, management would expect
to vigorously pursue an appeal.
7. ACQUISITION OF PIERCE MANUFACTURING INC.
On August 7, 1996, the company entered into an agreement to acquire all
the outstanding stock of Pierce Manufacturing Inc. (Pierce). Pierce is a
leading manufacturer and marketer of fire fighting apparatus sold into the
domestic market with sales for the year ended October 31, 1995 of
approximately $180 million. The company expects to finalize the
acquisition in mid-September for a total purchase price of $158 million.
The company will enter into a new bank credit agreement, principally with
its current bank group, to finance the acquisition. The new bank credit
agreement will replace the existing credit facility and is expected to
consist of a $150 million term loan and a $50 million revolving credit
facility.
OSHKOSH TRUCK CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Third Quarter 1996 Compared to 1995
For the third quarter of the 1996 fiscal year, the company incurred a
net loss of $4.6 million or $0.52 per share compared to net income of $3.1
million or $0.35 per share in the third quarter of the 1995 fiscal year.
During the third quarter of fiscal 1996, the company recognized pre-tax
charges of $9.9 million (or $6.1 million after-tax), principally related
to the write-off of its remaining investments in Mexico and production
delays associated with a large subcontract to Steeltech Manufacturing,
Inc. (Steeltech). Net income in the third quarter of the 1995 fiscal year
was reduced by an after-tax charge of $1.0 million or $0.11 per share
related to discontinued operations of the company's U.S. and Mexico
chassis businesses which were sold in June 1995.
During the third quarter of fiscal 1996, the company evaluated the
carrying values of its remaining investments and receivables associated
with its Mexican bus affiliate. The company's affiliate continues to
maintain a leading share in the Mexican bus market. However, due to
prolonged weakness in the Mexican economy and continuing losses and high
leverage reported by the Mexican affiliate, the company is no longer
assured that it will realize its investments and receivables associated
with its affiliate and wrote off such investments and receivables in the
third quarter of fiscal 1996 with a pre-tax charge totaling $5.6 million.
The company's fiscal 1996 third quarter earnings also were adversely
affected by pre-tax charges of $3.3 million due to delays in the start-up
of full scale production of an $85 million Improved Palletized Flatracks
(IPF) contract for the U.S. Army. This production has been subcontracted
to Steeltech. In late July 1996, Steeltech production under the IPF
contract passed first article testing (final testing under the contract).
Production under the contract is expected to be completed in early 1998.
Fiscal 1996 third quarter earnings also were affected by pre-tax charges
of $1.0 million to recognize additional warranty and other product related
liabilities with respect to the company's former U.S. chassis business
which was sold in June 1995.
Net sales for the third quarter of the 1996 fiscal year were $112.0
million compared to $126.4 million for the third quarter
of the 1995 fiscal year. Defense sales decreased to $62.3 million in the
third quarter of the 1996 fiscal year from $71.7 million in the third
quarter of the 1995 fiscal year principally due to delays in the start-up
of full scale production under the IPF contract. Commercial sales
decreased to $49.7 million in the third quarter of the 1996 fiscal year
from $54.7 million in the third quarter of the 1995 fiscal year due to a
decline in trailer sales of $10.0 million which was partially offset by
increases in concrete mixer, snow truck and parts sales.
Gross income was $10.7 million or 9.6% of sales in the third quarter
of the 1996 fiscal year compared to $16.9 million or 13.4% of sales in the
third quarter of the 1995 fiscal year. Charges of $3.1 million and
overall lower defense sales, each resulting from the production delays
under the IPF subcontract to Steeltech, reduced gross income for the third
quarter of fiscal 1996.
Operating expenses totaled $14.6 million in the third quarter of the
1996 fiscal year compared to $10.2 million in the third quarter of the
1995 fiscal year. Operating expenses for the third quarter of the 1996
fiscal year include charges of $3.2 million associated with the write-off
of investments in the company's Mexican bus affiliate and Steeltech and a
$1.7 million increase in warranty expenses.
The $2.2 million after-tax loss from discontinued operations ($3.6
million pre-tax) in the third quarter of fiscal 1996 results from the
write-off of receivables of $2.6 million (pre-tax) related to the
company's former Mexican bus chassis business which was sold in June 1995
and from the $1.0 million pre-tax charge for additional warranty and other
product related liabilities with respect to the company's former U.S.
chassis business which also was sold in June 1995.
First Nine Months 1996 Compared to 1995
For the first nine months of the 1996 fiscal year, the company
incurred a net loss of $0.8 million or $0.09 per share compared to net
income of $5.9 million or $0.68 per share for the first nine months of the
1995 fiscal year. The 1996 period includes after-tax charges of $6.1
million principally related to the write-off of its remaining investments
in Mexico and production delays associated with a large subcontract to
Steeltech. Net income in the first nine months of the 1995 fiscal year
was reduced by a charge of $2.4 million or $0.28 per share related to
discontinued operations of the company's former U.S. and Mexico chassis
businesses which were sold in June 1995.
Net sales for the nine months ended June 1996 were $295.7 million
compared to $329.3 million for the nine months ended June 1995. Defense
sales declined to $176.4 million in the nine months ended June 1996 from
$187.2 million in the nine months ended June 1995 principally due to
delays in the start-up of full scale production under the IPF subcontract
to Steeltech. Commercial sales decreased to $119.3 million in the nine
months ended June 1996 from $142.1 million in the nine months ended June
1995 due to a decline in trailer sales of $29.3 million which was
partially offset by an increase in concrete mixer and parts sales.
Gross income was $36.0 million or 12.2% of sales for the first nine
months of fiscal 1996 compared to $43.2 million or 13.1% of sales in the
same period of 1995. Gross income declined during the first nine months
of fiscal 1996 due to charges of $3.1 million and overall lower defense
sales, each resulting from the production delays under the IPF subcontract
to Steeltech.
Operating expenses totaled $34.5 million in the nine months ended
June 1996, an increase of $5.7 million compared to the $28.8 million for
the nine months ended June 1995. The nine month period ended June 1996
includes charges of $3.2 million for the write-off of investments in the
company's Mexican bus affiliate and Steeltech and a $1.9 million increase
in warranty expense.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal 1996, cash and cash
equivalents decreased by $11.3 million. Cash of $2.7 million was used in
operations principally due to increased net working capital requirements
related to an increase in customer orders scheduled to ship in the fourth
quarter of fiscal 1996. Working capital requirements are anticipated to
remain at high levels through the remainder of the 1996 fiscal year.
Capital additions and increases in other assets totaling $8.7 million
during the first nine months of fiscal 1996 principally related to
investments to enter the rear discharge concrete mixer business.
Dividends and stock repurchases totaled $6.6 million in the first nine
months of fiscal 1996. Partially offsetting these requirements were cash
proceeds of $4.7 million of current assets of discontinued operations
which were realized in fiscal 1996 and $2.1 million of cash proceeds from
the sale of property, plant, and equipment, principally related to the
sale of the company's airplane.
The company is engaged in litigation against Super Steel Products
Corporation (SSPC), the company's former supplier of mixer systems for S-
Series front discharge concrete mixer trucks. After incurring internal
cost overruns under its long-term supply contract with the company, SSPC
conditioned its continued performance under the contract upon the company
accepting material price increases for such cost overruns. Following
unsuccessful efforts to negotiate a resolution, SSPC sued the company in
state court, claiming the company breached the contract. The company
counterclaimed for repudiation of contract. The case was recently tried
to a jury in Milwaukee County. On July 26, 1996, the jury returned a
verdict for SSPC awarding damages totaling approximately $4.5 million. A
judgment will not be entered until after post-verdict motions have been
made. The company will file motions with the trial court requesting the
court to overturn or substantially reduce the verdict. Based on advice of
counsel, management believes such motions have substantial merit and that
the trial court may grant substantial relief from the verdict. In the
event of an adverse judgment against the company, management would expect
to vigorously pursue an appeal.
On August 7, 1996, the company entered into an agreement to acquire
all the outstanding stock of Pierce Manufacturing Inc. (Pierce). Pierce
is a leading manufacturer and marketer of fire fighting apparatus sold
into the domestic market with sales for the year ended October 31, 1995 of
approximately $180 million. The company expects to finalize the
acquisition in mid-September for a total purchase price of $158 million.
The company will enter into a new bank credit agreement, principally with
its current bank group, to finance the acquisition. The new bank credit
agreement will replace the existing credit facility and is expected to
consist of a $150 million term loan and a $50 million revolving credit
facility.
The company believes its internally generated cash flow, supplemented
by progress payments when available, the existing credit facility and the
term loan and revolving credit facility under the new bank credit
agreement will be adequate to finance the acquisition of Pierce and meet
working capital and other operating and capital requirements of the
company in the foreseeable future.
BACKLOG
The backlog as of June 29, 1996, was $301 million compared to $350
million at September 30, 1995. Major United States Department of Defense
trucks backlog consists of Palletized Load System (PLS) vehicles, Heavy
Expanded Mobility Tactical Trucks (HEMTT), including the start of a HEMTT
rebuild program, Improved Palletized Flatracks (IPF), and Logistics
Vehicle System (LVS) trucks.
STOCK BUY BACK
In July 1995, the company's Board of Directors authorized the
repurchase of up to 1,000,000 shares of Class B common stock. As of
August 7, 1996, the company has purchased 457,035 shares under this
program at a total cost of $6.5 million or an average of $14.22 per share.
ALLIANCE
Implementation of the Strategic Alliance with Freightliner
Corporation continued during the third quarter of fiscal 1996. However,
incremental sales attributable to the Strategic Alliance have fallen short
of expectations, and the U.S. Army M916 and M917 contract has not yet been
novated to the company from Freightliner.
OSHKOSH TRUCK CORPORATION
PART II. OTHER INFORMATION
FORM 10-Q
JUNE 29, 1996
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The company was not required to file a report on Form 8-K during the
quarter ended June 29, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
OSHKOSH TRUCK CORPORATION
DATE: /s/ R. Eugene Goodson
R. Eugene Goodson
Chairman and Chief
Executive Officer
(Principal Executive Officer)
DATE: /s/ Charles L. Szews
Charles L. Szews
Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE: /s/ Peter F. Mueller
Peter F. Mueller
Corporate Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF OSHKOSH TRUCK
CORPORATION AS OF AND FOR THE NINE MONTHS ENDED JUNE 29, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-START> SEP-29-1995
<PERIOD-END> JUN-29-1996
<CASH> 18,439
<SECURITIES> 0
<RECEIVABLES> 53,007
<ALLOWANCES> 518
<INVENTORY> 70,977
<CURRENT-ASSETS> 152,736
<PP&E> 105,004
<DEPRECIATION> 67,126
<TOTAL-ASSETS> 205,536
<CURRENT-LIABILITIES> 62,405
<BONDS> 0
0
0
<COMMON> 93
<OTHER-SE> 125,787
<TOTAL-LIABILITY-AND-EQUITY> 205,536
<SALES> 295,697
<TOTAL-REVENUES> 295,697
<CGS> 259,678
<TOTAL-COSTS> 259,678
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 143
<INTEREST-EXPENSE> 104
<INCOME-PRETAX> 2,302
<INCOME-TAX> 898
<INCOME-CONTINUING> 1,404
<DISCONTINUED> (2,211)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (807)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
</TABLE>
