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 December 31, 1997
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 or 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 (920) 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) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the
past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class A Common Stock Outstanding as of January 23, 1998: 406,158
Common Stock Outstanding as of January 23, 1998: 8,010,643
<PAGE>
OSHKOSH TRUCK CORPORATION
FORM 10-Q INDEX
FOR THE QUARTER ENDED DECEMBER 31, 1997
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
Consolidated Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . 12
PART II. Other Information . . . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
<PAGE>
PART I. ITEM 1. FINANCIAL INFORMATION
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
December 31
1997 1996
(In thousands, except
per share amounts)
Net sales $151,801 $150,320
Cost of sales 129,494 130,737
-------- --------
Gross income 22,307 19,583
Operating expenses:
Selling, general and administrative 11,676 10,025
Engineering, research & development 2,143 1,993
Amortization of goodwill and other
intangibles 1,126 1,132
------- -------
Total operating expenses 14,945 13,150
------- -------
Income from operations 7,362 6,433
Other income (expense):
Interest expense (2,504) (3,558)
Interest income 165 206
Miscellaneous, net 72 (9)
-------- -------
Income from operations before income
taxes 5,095 3,072
Provision for income taxes 1,955 1,448
Net income $ 3,140 $ 1,624
========= ========
Earnings per share $ 0.38 $ 0.19
========= ========
Earnings per share assuming dilution $ 0.37 $ 0.19
Cash dividends:
Class A Common Stock $0.10875 $0.10875
Common Stock $0.12500 $0.12500
The accompanying notes are an integral part of these condensed
consolidated financial statements.
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1997 1997
(Unaudited)
ASSETS (In thousands)
Current assets:
Cash and cash equivalents $ 198 $ 23,219
Receivables, net 54,215 81,235
Inventories 86,744 76,497
Prepaid expenses 3,487 3,405
Refundable income taxes 418 --
Deferred income taxes 9,169 9,479
-------- --------
Total current assets 154,231 193,835
Deferred charges 793 1,067
Other long-term assets 7,455 6,660
Property, plant and equipment:
Land 7,172 7,172
Buildings 42,392 42,220
Machinery and equipment 79,566 78,270
-------- --------
129,130 127,662
Less accumulated depreciation (73,790) (72,174)
-------- --------
Net property, plant and equipment 55,340 55,488
Goodwill and other intangible assets, net 163,639 163,344
-------- --------
Total assets $381,458 $420,394
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 40,556 $ 48,220
Customer advances 35,261 30,124
Payroll-related obligations 12,897 15,157
Accrued warranty 11,103 12,320
Income taxes -- 963
Other current liabilities 17,342 21,938
Current maturities of long-term debt and
revolving credit facility 7,820 15,000
-------- --------
Total current liabilities 124,979 143,722
Long-term debt 95,000 120,000
Postretirement benefit obligations 10,244 10,147
Other long-term liabilities 4,787 3,173
Deferred income taxes 22,701 22,452
Shareholders' equity:
Class A Common Stock 4 4
Common Stock 89 89
Paid-in capital 13,989 13,591
Retained earnings 122,112 120,085
-------- --------
136,194 133,769
Cost of Common Stock in treasury (12,447) (12,869)
-------- --------
Total shareholders' equity 123,747 120,900
-------- --------
Total liabilities and shareholders'
equity $381,458 $420,394
======== ========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<PAGE>
<TABLE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED DECEMBER 31, 1997
(Unaudited)
<CAPTION>
Common Paid-in Retained Treasury
Stock Capital Earnings Stock Total
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1997 $93 $13,591 $120,085 $(12,869) $120,900
Net income -- -- 3,140 -- 3,140
Cash dividends:
Class A Common Stock -- -- (45) -- (45)
Common Stock -- -- (1,068) -- (1,068)
Issuance of stock under incentive
compensation plan -- 398 -- 422 820
--------- --------- -------- -------- ---------
Balance at December 31, 1997 $93 $13,989 $122,112 $(12,447) $123,747
========= ========= ======== ======== =========
The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
December 31,
1997 1996
(In thousands)
Operating activities:
Net income $ 3,140 $ 1,624
Depreciation and amortization 3,283 3,556
Deferred income taxes 559 (177)
(Gain) loss on disposal of property,
plant and equipment (18) 6
Changes in operating assets and liabilities 9,815 20,133
-------- -------
Net cash provided from operating
activities 16,779 25,142
Investing activities:
Acquisition of business (3,461) --
Additions to property, plant and
equipment (1,697) (1,342)
Proceeds from sale of property,
plant and equipment 66 289
Increase in other long-term assets (1,005) (174)
-------- ---------
Net cash used for investing activities (6,097) (1,227)
Net cash used for discontinued operations (491) (326)
Financing activities:
Net repayments of long-term debt and revolving
credit facility (32,180) (17,882)
Proceeds from exercise of stock options -- 85
Dividends paid (1,032) (1,074)
-------- --------
Net cash used for financing activities (33,212) (18,871)
-------- --------
Increase (decrease) in cash and cash
equivalents (23,021) 4,718
Cash and cash equivalents at beginning
of period 23,219 127
-------- --------
Cash and cash equivalents at end of period $ 198 $ 4,845
======== ========
Supplementary disclosures:
Cash paid for interest $ 2,498 $ 3,451
Cash paid (received) for income taxes 2,777 (1,115)
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 Oshkosh Truck Corporation (the "Company") without audit.
However, the foregoing financial 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 1997 condensed consolidated financial statements to conform to
the 1998 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 consolidated financial statements and notes thereto
included in the Company's 1997 annual report to shareholders.
2. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings per
Share." SFAS No. 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities.
Earnings per share amounts for all periods have been presented, and where
appropriate, restated to conform to SFAS No. 128 requirements.
The following table sets forth the computation of basic and diluted
weighted average shares used in the denominator of the per share
calculations:
Three Months Ended
December 31,
1997 1996
Denominator for basic earnings per share 8,340,854 8,645,106
Effect of dilutive options, warrants and
incentive compensation awards 96,621 25,741
--------- ---------
Denominator for dilutive earnings per
share 8,437,475 8,670,847
========= =========
3. INVENTORIES
Inventories consist of the following:
December 31, September 30,
1997 1997
(In thousands)
Finished products $ 6,798 $ 6,430
Partially finished products 43,437 36,661
Raw materials 47,696 44,455
-------- --------
Inventories at FIFO cost 97,931 87,546
Less:
Progress payments on U.S.
Government contracts (2,988) (2,988)
Excess of FIFO cost over
LIFO cost (8,199) (8,061)
-------- --------
$86,744 $76,497
======== ========
Title to all inventories related to government contracts which provide for
progress payments vests in the government to the extent of unliquidated
progress payments.
4. ACQUISITION AND PENDING ACQUISITION
On December 8, 1997, the Company agreed to acquire McNeilus Companies,
Inc. (McNeilus), a $300 million manufacturer and marketer of refuse truck
bodies, rear-discharge concrete mixers, and ready-mix batch plants. The
total purchase cost for all McNeilus stock and related non-compete and
ancillary agreements is $250 million and will be financed through the
issuance of $100 million senior subordinated notes and a $325 million
senior debt facility inclusive of a $100 million revolver and senior notes
of $100.0 million, $62.5 million and $62.5 million with terms of six,
seven and eight years, respectively.
The transaction is expected to close in the first quarter of calendar
1998. Under certain conditions, if the acquisition is not consummated,
the Company may be required to pay McNeilus a fee of $10 million, and
conversely, McNeilus may be required to pay a $10 million fee to the
Company.
On December 19, 1997, the Company through its wholly-owned subsidiary,
Pierce Manufacturing Inc. ("Pierce"), acquired certain inventory,
machinery and equipment, and intangible assets of Nova Quintech, a
division of Nova Bus Corporation (Nova Quintech) from available cash for
$3.5 million. Nova Quintech was engaged in the manufacture and sale of
aerial devices for fire trucks. Approximately $1.4 million of the
purchase price has been allocated to intangible assets, principally aerial
device designs and technology. The Nova Quintech products will be
integrated into Pierce's product line and manufactured at Pierce.
5. REVOLVING CREDIT FACILITY
At December 31, 1997, $7.8 million of borrowings with interest at the
prime rate and $8.2 million of letters of credit reduced available
capacity under the Company's revolving credit facility to $34.0 million.
6. STOCK BUY BACK
In July 1995, the Company's board of directors authorized the repurchase
of up to 1,000,000 shares of Company Common Stock. As of December 31,
1997, the Company has repurchased 461,535 shares under this program at a
total cost of $6.6 million.
7. COMMITMENTS AND CONTINGENCIES
The Company is engaged in litigation against Super Steel Products Corp.
("SSPC"), the Company's former supplier of mixer systems for front
discharge concrete mixer trucks under a long-term supply contract. SSPC
sued the Company in state court claiming the Company breached the
contract. The Company counterclaimed for repudiation of contract. On
July 26, 1996, a jury returned a verdict for SSPC awarding damages
totaling approximately $4.5 million. On October 10, 1996, the state court
judge overturned the verdict against the Company, granted judgment for the
Company on its counterclaim, and ordered a new trial for damages on the
Company's counterclaim. Both SSPC and the Company have appealed the state
court judge's decision. The Wisconsin Court of Appeals has agreed to hear
the case and both the Company and SSPC have filed briefs in this matter.
The Company currently is engaged in the arbitration of certain disputes
between the Oshkosh Florida Division and O.V. Containers, Inc. ("OV"),
which arose out of the performance of a contract to deliver 690 skeletal
container chassis. The dispute involves a warranty claim originally filed
in an arbitration forum by OV against the Company in 1992. The Company
settled the arbitration, but subsequently obtained information that the
failed chassis at the heart of the dispute were subject to misuse and
abuse and that certain information requested at the time of the
arbitration was improperly withheld. The Company filed a lawsuit in the
U.S. District Court for the Middle District of Florida seeking damages of
approximately $1.6 million. OV filed a demand for arbitration of the
matters underlying the Company's lawsuit, and successfully stayed the
Company's lawsuit pending the arbitration. OV has also asserted a
counterclaim in the arbitration for alleged breach of warranty and are
seeking damages of approximately $9.0 million. The arbitration is being
conducted before a three-member panel under the commercial dispute rules
of the American Arbitration Association, and is not expected to conclude
before May 1998. The Company is vigorously contesting warranty and other
claims made against it, and has asserted substantial claims against OV.
The outcome of these matters cannot be predicted at the present time.
As part of its routine business operations, the Company disposes of and
recycles or reclaims certain industrial waste materials, chemicals and
solvents at third party disposal and recycling facilities which are
licensed by appropriate governmental agencies. In some instances, these
facilities have been and may be designated by the United States
Environmental Protection Agency ("EPA") or a state environmental agency
for remediation. Under the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA") and similar state laws, each
potentially responsible party ("PRP") that contributed hazardous
substances may be jointly and severally liable for the costs associated
with cleaning up the site. Typically, PRPs negotiate a resolution with
the EPA and/or the state environmental agencies. PRPs also negotiate with
each other regarding allocation of the cleanup cost.
As to one such site, Pierce is one of 414 PRPs participating in the costs
of addressing the site and has been assigned an allocation share of
approximately 0.04%. Currently a remedial investigation/ feasibility
study is being completed, and as such, an estimate for the total cost of
the remediation of this site has not been made to date. However, based on
estimates and the assigned allocations, the Company believes its liability
at the site will not be material and its share is adequately covered
through reserves established by the Company at December 31, 1997. Actual
liability could vary based on results of the study, the resources of other
PRPs and the Company's final share of liability.
The Company is addressing a regional trichloroethylene ("TCE") groundwater
plume on the south side of Oshkosh, Wisconsin. The
Company believes there may be multiple sources in the area. TCE was
detected at the Company's North Plant facility with recent testing showing
the highest concentrations in a monitoring well located on the upgradient
property line. Because the investigation process is still ongoing, it is
not possible for the Company to estimate its long-term total liability
associated with this issue at this time. Also, as part of the regional
TCE groundwater investigation, the Company conducted a groundwater
investigation of a former landfill located on Company property. The
landfill, acquired by the Company in 1972, is approximately 2.0 acres in
size and is believed to have been used for the disposal of household
waste. Based on the investigation, the Company does not believe the
landfill is one of the sources of the TCE contamination. Based upon
current knowledge, the Company believes its liability associated with the
TCE issue will not be material and is adequately covered through reserves
established by the Company at December 31, 1997. However, this may change
as investigations proceed by the Company, other unrelated property owners,
and government entities.
The Company is subject to other environmental matters and legal
proceedings and claims which arise in the ordinary course of business.
Although the final results of all such matters and claims cannot be
predicted with certainty, management believes that the ultimate resolution
of all such matters and claims, after taking into account the liabilities
accrued with respect to such matters and claims, will not have a material
adverse effect on the Company's financial condition or results of
operations. Actual results could vary, among other things, due to the
uncertainties involved in environmental investigation and remediation and
litigation.
The Company has guaranteed certain customers' obligations under deferred
payment contracts and lease purchase agreements totaling approximately $7
million at December 31, 1997. The Company is also contingently liable
under bid, performance and specialty bonds and open standby letters of
credit issued by the Company's bank in favor of third parties totaling
approximately $108 million at December 31, 1997.
Results of Operations
First Quarter 1998 Compared to 1997
Oshkosh Truck Corporation (the "Company") reported net income of $3.1
million, or $0.38 per share, on sales of $151.8 million for the first
quarter of fiscal 1998, compared to net income of $1.6 million, or $0.19
per share, on sales of $150.3 million for the first quarter of fiscal
1997.
Sales of commercial products decreased slightly in the first quarter of
fiscal 1998 compared to the first quarter of fiscal 1997 while sales of
defense products increased slightly. Commercial sales in the first quarter
of fiscal 1998 decreased $2.7 million or 3.3% from the first quarter of
fiscal 1997 to $80.5 million. An increase in sales of fire trucks and
other fire apparatus was more than offset by a decrease in sales of refuse
vehicles and the elimination of sales of commercial van trailers as the
Company substantially exited this line of business. Sales of defense
products totaled $71.3 million in the first quarter of fiscal 1998, an
increase of $4.2 million or 6.3% as compared to the first quarter of
fiscal 1997. The increase in defense sales principally results from sales
of Logistic Vehicle System (LVS) vehicles to the U. S. Government.
Management does not expect the increase in defense products sales to
continue through the remainder of fiscal 1998.
Gross income in the first quarter of fiscal 1998 totaled $22.3 million or
14.7% of sales compared to $19.6 million or 13.0% in the first quarter of
fiscal 1997. Fiscal 1997 first quarter margins were adversely affected by
increased warranty and other costs related to refuse vehicle sales.
Operating expenses totaled $14.9 million or 9.8% of sales in the first
quarter of fiscal 1998 compared to $13.2 million or 8.7% of sales in the
first quarter of fiscal 1997. The increase in operating expenses in the
first quarter of fiscal 1998 relates principally to increased selling
expenses of Pierce Manufacturing Inc. ("Pierce"), associated with its
growth in fire apparatus sales.
Interest expense decreased to $2.5 million in the first quarter of fiscal
1998 compared to $3.6 million in the first quarter of fiscal 1997 due to
accelerated payments against the term loan used to finance the acquisition
of Pierce.
The effective income tax rate for combined federal and state income taxes
for the first quarter of fiscal 1998 was 38.4% compared to 47.1% for the
first quarter of fiscal 1997. Fiscal 1998 benefited from the reversal of
$0.3 million of income tax provisions recognized in earlier periods.
Acquisitions
On December 8, 1997, the Company agreed to acquire McNeilus Companies,
Inc. ("McNeilus"), a $300 million manufacturer and marketer of refuse
truck bodies, rear-discharge concrete mixers, and ready-mix batch plants.
The total purchase cost for all McNeilus stock and related non-compete and
ancillary agreements is $250 million and will be financed through the
issuance of $100 million senior subordinated notes and a $325 million
senior debt facility inclusive of a $100 million revolver and senior notes
of $100.0 million, $62.5 million and $62.5 million with terms of six,
seven and eight years, respectively.
The transaction is expected to close in the first quarter of calendar
1998. Under certain conditions, if the acquisition is not consummated,
the Company may be required to pay McNeilus a fee of $10 million, and
conversely, McNeilus may be required to pay a $10 million fee to the
Company.
On December 19, 1997, the Company through its wholly-owned subsidiary,
Pierce, acquired certain inventory, machinery and equipment, and
intangible assets of Nova Quintech, a manufacturer of aerial ladders, with
available cash of $3.5 million.
Financial Condition
First Quarter 1998
During the first quarter of fiscal 1998 cash decreased $23.0 million.
Cash of $23.0 million and cash provided from operations of $16.8 million,
was used primarily to fund $32.2 million of long-term debt repayments, the
acquisition of Nova Quintech for $3.5 million, capital additions of $1.7
million, and dividends of $1.0 million.
First Quarter 1997
During the first quarter of fiscal 1997, cash increased $4.7 million. Cash
provided from operations of $25.1 million exceeded cash requirements for
the repayment of long-term debt of $17.9 million, capital additions of
$1.3 million, and dividends of $1.1 million.
Liquidity and Capital Resources
The following contains forward looking statements, including statements
that include the word "believes" or words of similar import with reference
to the Company. These statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially from
those described in any such statement.
The Company's principal uses of cash is expected to be interest and
principal payments on indebtedness, capital expenditures, dividends, and
potentially, for acquisitions.
At December 31, 1997, $7.8 million of borrowings and $8.2 million of
letters of credit reduced available capacity under the revolving credit
facility to $34.0 million.
The Company believes its internally generated cash flow, supplemented by
U. S. Government progress payments when applicable and borrowings
available under the existing Bank Credit Agreement will be adequate to
meet working capital and other operating and capital requirements of the
Company during fiscal 1998.
As previously indicated, the Company expects to complete the acquisition
of McNeilus, to put in place a $325 million senior credit facility
(comprised of $225 million in term loans and a $100 million senior
revolving line of credit) and to complete a $100 million issuance of
senior subordinated term notes to fund the McNeilus acquisition, to retire
certain existing Company indebtedness and to provide for future working
capital needs of the Company during the first quarter of calendar 1998.
Backlog
The Company's backlog at December 31, 1997 was $378 million, compared to
$398 million at December 31, 1996. The backlog at December 31, 1997
includes $147 million with respect to U.S. Government contracts, $159
million related to Pierce, and the remainder relates to other commercial
products. Virtually all the Company's revenues are derived from customer
orders prior to commencing production.
Year 2000
Certain of the Company's older computer programs were written using two
digits rather than four to define the applicable year. As a result, those
computer programs may misinterpret a date using "00" as the year 1900
rather than the year 2000. This could cause a system failure,
miscalculations or other disruptions in the business.
The Company maintains two primary computer systems at its Oshkosh
operations and one at its Pierce operations. The Company is planning to
install upgrades to its present computer systems at Oshkosh by December
31, 1998. At Pierce, the Company has commenced a project, with outside
consultants, to install new hardware and software by February 1, 1999, to
replace an obsolete hardware and software system. The total cost of these
projects during fiscal 1998 and 1999 is estimated at approximately $6.6
million which includes $6.3 million for the purchase of new hardware and
software that will be capitalized and $.3 million that will be expensed as
incurred. The Company believes that following the conclusions of these
projects, the year 2000 issue will not pose significant disruptions to its
business; however, if such projects are not completed on a timely basis,
the year 2000 could have a material impact on the operations of the
Company.
<PAGE>
OSHKOSH TRUCK CORPORATION
PART II. OTHER INFORMATION
FORM 10-Q
December 31, 1997
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 December 31, 1997.
<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
February 6, 1998 /S/ R. G. Bohn
R. G. Bohn
President and Chief Executive Officer
(Principal Executive Officer)
February 6, 1998 /S/ C. L. Szews
C. L. Szews
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 198
<SECURITIES> 0
<RECEIVABLES> 56,227
<ALLOWANCES> 2,012
<INVENTORY> 86,744
<CURRENT-ASSETS> 154,231
<PP&E> 129,130
<DEPRECIATION> 73,790
<TOTAL-ASSETS> 381,458
<CURRENT-LIABILITIES> 124,979
<BONDS> 95,000
93
0
<COMMON> 0
<OTHER-SE> 123,654
<TOTAL-LIABILITY-AND-EQUITY> 381,458
<SALES> 151,801
<TOTAL-REVENUES> 151,801
<CGS> 129,494
<TOTAL-COSTS> 129,494
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 41
<INTEREST-EXPENSE> 2,504
<INCOME-PRETAX> 5,095
<INCOME-TAX> 1,955
<INCOME-CONTINUING> 3,140
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,140
<EPS-PRIMARY> .38
<EPS-DILUTED> .37
</TABLE>
