FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended December 31, 1996
Commission file number 0-14299
SECOM GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-0410875
(State or other jurisdiction (I.R.S. Employer I.D.
incorporation or organization) Number)
26600 HEYN DRIVE 48376-0705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: 810-305-9410
Indicate by check mark whether the registrant (1) has filed all reports 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
requirement 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 close of the period covered by this report.
Title of Class Number of Shares Outstanding
Common Stock 5,355,200
<PAGE>
<TABLE>
<CAPTION>
SECOM GENERAL CORPORATION
FORM 10-Q
QUARTER ENDED DECEMBER 31, 1996
INDEX
PART I FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets......................................1
Consolidated Statement of Operations.............................3
Consolidated Statements of Cash Flows............................4
Notes to Interim Consolidated Financial Statements...............5
Item 2. Management's Discussion & Analysis of Financial Condition and
Results of Operations............................................8
<CAPTION>
PART II OTHER INFORMATION
<S> <C>
Item 1. Legal Proceedings....................................................11
Item 2. Changes in Securities................................................11
Item 3. Defaults in Securities...............................................11
Item 4. Submission of Matters to a Vote of Security Holders.................11
Item 5. Other Information................................................... 11
Item 6. Exhibits and Reports on Form 8-K.....................................11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSETS
DEC 31 1996 SEP 30 1996
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 197,300 $ 319,600
Accounts receivable, net 5,205,100 4,130,700
Other receivables 33,900 33,200
Inventories 5,802,000 5,170,500
Prepaids and other 754,500 547,400
Deferred tax asset 637,300 569,800
----------- -----------
TOTAL CURRENT ASSETS $12,630,100 $10,771,200
Cash restricted for equipment 4,056,500 4,089,000
Property, plant & equipment, net 23,626,600 17,758,600
Intangible asset 1,960,000 1,994,100
Other assets 376,800 341,600
----------- -----------
TOTAL ASSETS $42,650,000 $34,954,500
=========== ===========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
DEC 31 1996 SEP 30 1996
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long term obligations $ 2,110,500 $ 2,121,400
Trade accounts payable 3,171,400 2,856,800
Accrued liabilities 1,755,500 884,800
Deferred income 833,300
------------ ------------
TOTAL CURRENT LIABILITIES $ 7,870,700 $ 5,863,000
Long term obligations 19,545,700 13,724,300
Deferred tax liabilities 1,331,300 1,331,300
------------ ------------
TOTAL LIABILITIES $ 28,747,700 $ 20,918,600
============ ============
Stockholders' equity common stock, $.10 par
value 10,000,000 shares authorized:
December 31, 1996 - 5,355,200 shares issued
September 30, 1996 - 5,342,200 shares issued 535,500 534,200
Additional paid-in capital 18,455,800 18,457,100
Accumulated deficit (5,089,000) (4,955,400)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 13,902,300 14,035,900
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 42,650,000 $ 34,954,500
============ ============
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
Three Months Three Months
Ended Ended
Dec 31 1996 Dec 31 1995
----------- ------------
<S> <C> <C>
NET SALES $ 9,808,600 $ 7,259,600
COST OF SALES 8,303,700 5,886,500
----------- -----------
GROSS PROFIT 1,504,900 1,373,100
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,435,700 1,146,400
----------- -----------
INCOME FROM OPERATIONS 69,200 226,700
OTHER INCOME (EXPENSE)
Interest (251,600) (223,100)
Other, net (18,500) 61,200
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (200,900) 64,800
INCOME TAX BENEFIT (EXPENSE) 67,500 (22,000)
----------- -----------
NET INCOME (LOSS) (133,400) $ 42,800
=========== ===========
EARNINGS (LOSS) PER COMMON SHARE (0.02) $ 0.01
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,494,100 4,611,200
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
Three Months Three Months
Ended Ended
Dec 31 1996 Dec 31 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from operations $ (133,400) $ 42,800
Adjustments to reconcile net income to net cash used
in operations:
Depreciation and amortization 649,300 510,500
Provision for (benefit from) deferred taxes (67,500) 22,000
(Gain) loss on sales of assets 18,500 300
Increase (decrease) in allowance for doubtful accounts 3,000 (16,000)
Recognition of deferred income (166,700)
Provision for defined benefit obligations 80,000
Changes in assets and liabilities that provided
(used) cash:
Accounts and other receivables (1,078,100) 676,800
Inventories (473,700) (61,900)
Prepaids 131,100
Other assets (32,300) (6,900)
Accounts payable 314,700 (120,800)
Accrued liabilities 623,200 (248,700)
Net cash provided by (used in) discontinued operations 58,400
----------- -----------
Net cash provided by operating activities (131,900) 856,500
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the disposal of property,
plant & equipment 400
Collections on notes receivable 2,300 4,600
Capital expenditures (1,417,900) (653,600)
Acquisition of Milford (742,000)
----------- -----------
Net cash used in investing activities (2,157,600) (648,600)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in bank line of credit 2,642,300 (1,229,500)
Proceeds from long-term obligations 394,900
Proceeds from issuances of common stock 1,000,000
Payments on long-term obligations (507,600) (357,200)
Payments on capital lease obligations (22,700)
----------- -----------
Net cash provided from (used in) financing activities 2,134,700 (214,500)
----------- -----------
NET DECREASE IN CASH AND RESTRICTED CASH (154,800) (6,600)
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 4,408,600 13,700
----------- -----------
CASH AND RESTRICTED CASH, END OF PERIOD $ 4,253,800 $ 7,100
=========== ===========
OTHER CASH FLOW INFORMATION - INTEREST PAID $ 229,900 $ 243,800
=========== ===========
$4,253,800 $ 7,100
=========== ===========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
SECOM GENERAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
General
The consolidated financial statements included herein have been
prepared by Secom General Corporation (the "Company") without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in the
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes that the
disclosures are adequate so that the information presented is not misleading.
In the opinion of management, the financial statements as of December 31,
1996 reflect all adjustments (normal recurring accruals) which are necessary
to present a fair statement of the results for the period then ended. These
financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
10-K for the fiscal year ended September 30, 1996.
Business
The Company is a publicly-traded holding company with five
wholly-owned subsidiaries, aligned in three business segments:
Metal Parts Forming
Uniflow Corporation ("Uniflow")
Tooling
Form Flow, Inc. ("Form Flow")
L & H Die, Inc. ("L & H Die")
Micanol, Inc. ("Micanol")
Production Machining
Milford Manufacturing Corporation ("Milford" - acquired Nov. 1,
1996)
Principles of consolidation
The interim consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany accounts and
transactions are eliminated.
Reclassifications
Certain reclassifications have been made to the prior period balances
for comparative purposes.
Inventories
Inventories are valued at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method.
Earnings (loss) per share
The earnings (loss) per share of common stock is computed by dividing
net income (loss) by the weighted average number of common shares and common
equivalent shares (primarily stock options to purchase common stock).
<PAGE>
NOTE 2. INVENTORIES
Inventories at December 31, 1996 and September 30, 1996 are
summarized as follows:
<TABLE>
Dec. 31, 1996 Sept.30, 1996
------------- -------------
<S> <C> <C>
Raw materials ........................ $1,083,700 $ 948,800
Work-in-process ...................... 2,425,000 2,394,100
Finished goods ....................... 2,293,300 1,827,600
---------- ----------
$5,802,000 $5,170,500
</TABLE>
NOTE 3. ACQUISITION - MILFORD MANUFACTURING CORPORATION
Effective November 1, 1996, the Company acquired the operations,
assets and certain liabilities of Varity Kelsey-Hayes Corporation's ("VKH")
Milford, Michigan brake fluid valve parts machining operation. The new
business was renamed Milford Manufacturing Corporation. The acquisition was
accounted for as a purchase. The Company also entered into a five year
agreement to supply VKH with various machined brake parts. VKH paid $1
million to the Company at closing, in lieu of a 10% product price increase
for the first year of operation. Net cash paid to the Seller, assets
acquired, liabilities assumed and the deferred income recorded in connection
with the transaction are estimated as follows (in thousands):
<TABLE>
<S> <C>
Prepaids $ 75
Inventories and spare parts 888
Machinery and equipment 3,789
Land and buildings 1,300
------
Total $6,052
======
Net cash paid to seller $1,081
Employee benefit plan
liabilities assumed (Note 6) 3,596
Other liabilities assumed 375
Deferred income 1,000
------
Total $6,052
======
</TABLE>
Results of operations of the Milford unit have been included in the
consolidated results of operations from the date of acquisition. The
following unaudited Secom consolidated pro forma results of operation for the
year ended September 30, 1996 assume the acquisition of Milford occurred as
of October 1, 1995. The pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of
operations which actually would have resulted had the acquisition been
effective as of October 1, 1995, or which may result in the future.
(in thousands, except per share data)
<TABLE>
Pro forma
1996
----
<S> <C>
Net sales $42,847
Net loss 83
Net loss per common share $ 0.02
</TABLE>
<PAGE>
NOTE 4. LONG TERM DEBT
Long term debt principally consists of a bank revolving line of
credit (borrowing availability which is based on accounts receivable and
inventory levels), real estate mortgages, equipment term notes and industrial
revenue bonds.
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 1996 and
September 30, 1996 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
Dec. 31, 1996 Sept. 30, 1996 Life
------------- -------------- -------------
<S> <C> <C> <C>
Machinery ........................................... $ 22,043 $ 18,144 2 to 20 years
Buildings and improvements .......................... 6,194 5,154 3 to 30 years
Land ................................................ 897 572 n/a
Furniture and fixtures .............................. 738 685 5 to 7 years
Vehicles ............................................ 171 216 3 years
Construction in progress/other ...................... 1,535 538 n/a
-------- --------
Total................................................ 31,578 25,309
Accumulated depreciation ............................ (7,951) (7,550)
-------- --------
Net property, plant and equipment ................... $ 23,627 $ 17,759
======== ========
</TABLE>
NOTE 6. EMPLOYEE BENEFIT PLANS (MILFORD)
The Company's Milford hourly union employees have a defined benefit
pension plan, pursuant to a collective bargaining agreement. Benefits are
based on years of service and other factors. The Milford hourly pension plan
was underfunded by approximately $778,000 based on a preliminary estimate as
of October 31, 1996. The Company assumed $350,000 of the underfunded pension
obligation as part of its acquisition of Milford. The estimated funded status
of the Plan as of October 31, 1996 is as follows:
<TABLE>
<S> <C>
Projected Benefit Obligation ("PBO") $3,106,000
Market value of assets 2,328,000
----------
PBO greater than market value of assets 778,000
Less: Amount retained by Seller 428,000
----------
Net amount assumed by the Company $ 350,000
</TABLE>
The Company's funding policy for the Milford Plan is to contribute
annually an amount necessary to meet or exceed the Employee Retirement Income
Security Act's (ERISA) minimum funding standards. Based on the Milford Plan's
current provisions and other relevant assumptions, annual service and
interest costs are estimated at $80,000, offset by the plan's actual returns
from invested plan assets. The underfunded amount of the Milford Plan was
calculated using a discount rate of 7.25%.
The Milford unit currently provides health care and life insurance
benefits to eligible employees, pursuant to a collective bargaining
agreement. Upon retirement, employees may become eligible for continuation of
these benefits. The Company accounts for these benefits in accordance with
the provisions of SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" ("OPEB"), which requires the accrual of such
benefits during the years the employees provide services. Net postretirement
benefits cost includes the following components:
<TABLE>
<S> <C>
Service Cost $148,000
Interest cost on accumulated benefit obligation 235,000
--------
$383,000
========
</TABLE>
Benefit costs are estimated assuming retiree health care costs will
increase initially at a 7.0% annual rate, decreasing to an annual rate of
increase of 6.0%. A 1% increase in those annual trend rates would have
increased the accumulated postretirement obligation at October 31, 1996 by
$665,000. The discount rate used to estimate the accumulated postreitirement
benefit obligation was 7.25%. Milford's policy is to fund postretirement
benefits on a pay as you go basis, and therefore, the plan has no assets at
October 31, 1996.
The status of the Milford postretirement plan at October 31, 1996,
was as follows:
<TABLE>
<S> <C>
Accumulated postreitrement benefit obligation $3,245,000
Plan assets at fair value 0
----------
Accrued postretirement benefit obligation $3,245,000
----------
</TABLE>
The Milford hourly union employees are also eligible to participate
in a 401(k) Plan, pursuant to a collective bargaining agreement, under which
the Company contributes 35 cents per hour worked to each employee's plan
account.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The Company operates in three business segments: Metal Parts Forming,
Tooling and Production Machining. The Metal Parts Forming Segment
manufactures cold forged and cold headed parts; the Tooling Segment provides
perishable tooling for the cold heading industry; and, the Production
Machining Segment primarily manufactures brake components for automotive
braking system suppliers.
Net sales for the quarter ended December 31, 1996 were $9,808,600
compared to $7,259,600 in the quarter ended December 31, 1995, for an
increase of 35.1%. The increase was primarily attributable to the Company's
newly acquired operation, Milford Manufacturing Corporation (acquired Nov. 1,
1996). Sales from the Metal Parts Forming and Tooling Segments also increased
moderately over the comparative period in the prior year.
The Company recorded a net loss of $133,400 (two cents per share) for
the quarter ended December 31, 1996, compared to net income of $42,800 (one
cent per share) in the same period of the prior year. The net loss was
primarily due to unfavorable operating results at the Company's Uniflow unit,
as costs related to production activities increased during the current
quarter.
Effective November 1, 1996, the Company acquired the Milford,
Michigan machining operation of the VarityKelsey-Hayes Corporation ("VKH"), a
business unit of Lucas-Varity Corporation (NYSE:LAV). VKH is a leading
supplier of braking systems to the automotive sector, and the Milford
operation supplies VKH with various machined aluminum brake fluid valve
parts. The newly acquired business was renamed the Milford Manufacturing
Corporation ("Milford"). In connection with the purchase transaction, Milford
entered into a five year supply agreement with VKH covering the sale of
various machined brake parts to its various operations. Net cash of $1.1
million paid to VKH in connection with the transaction was provided from the
Company's $4 million bank revolving line of credit. Management expects the
unit to be profitable in fiscal 1997 with sales in excess of $11 million.
SEGMENT REVIEW
Metal Parts Forming Segment
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------
Dec. 31, 1996 Dec. 31. 1995
------------- -------------
Amount % Amount %
------------- -------------
<S> <C> <C> <C> <C>
Net sales................................ $3,956 100.0 $3,510 100.0
Gross profit ............................ (201) (5.1) 437 12.5
Operating expenses ...................... 416 10.5 433 12.3
Operating profit (1) .................... (617) (15.6) 4 0.1
<FN>
(1) Before interest, bad debt and unallocated corporate overhead expense.
</TABLE>
The Metal Parts Forming Segment, comprised of Uniflow Corporation,
manufactures metal parts from tube, bar and coil, using cold forging and cold
forming techniques. Primary parts currently manufactured are suspension ball
joint housings, transmission shafts and gear housings, truck wheel studs,
airbag housings and various other aftermarket and OEM parts.
<PAGE>
Uniflow's sales increased 12.7% in the current quarter compared to
the same period last year. The sales increase was primarily related to sales
of airbag housings, a new production part that began in August 1996. Uniflow
expects its sales base to increase later in the 1997 fiscal year, as it
begins initial shipments of new transmission parts for an automotive
customer, starter motor shafts for an automotive supplier and various other
new sales orders recently received.
Uniflow recorded a negative gross margin of 5.1% (as a percentage of
sales) in the current quarter, compared to a positive 12.5% of sales in the
prior year comparative period. The decrease in gross margin in the current
quarter reflects higher material, direct labor and indirect labor costs.
Direct materials and outside processing increased, due largely to a change in
the sales mix, as some new products require more expensive raw material and
heat treating processes. The labor increases were principally the result of the
inefficient processing of production. To improve Uniflow's gross margin,
management is focusing on production scheduling, job preparation (setup,
tooling, etc.) as well as continuing to analyze profit contribution by
product.
Operating expense was 10.5% (as a percentage of sales), compared to
12.3% of sales in the prior year comparative quarter. The decline in operating
expense as a percentage of sales reflects the higher sales level and a
reduction in administrative personnel costs during the current quarter.
Tooling Segment
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------
Dec. 31, 1996 Dec. 31. 1995
------------- -------------
Amount % Amount %
------------ -------------
<S> <C> <C> <C> <C>
Net sales (1)........................... $4,479 100.0 $4,177 100.0
Gross profit........................... 1,206 26.9 908 21.7
Operating expenses ..................... 551 12.3 540 12.9
Operating profit (2) ................... 651 14.6 368 8.8
<FN>
(1) Includes intercompany activity
(2) Before interest, bad debt and unallocated corporate overhead expense.
</TABLE>
The Tooling Segment ("Tooling"), comprised of Form Flow, L & H Die
and Micanol, manufactures production tooling for the cold heading/forming
industry.
Tooling sales increased 7.2% in the current quarter compared to the
same quarter last year, due to higher sales from the Form Flow and L & H Die
units. These entities have realized higher sales due to strong orders for
tooling, largely from customer's related to the automotive sector. Overall,
management believes that Tooling sales will continue to increase throughout
the remainder of the fiscal year.
Tooling gross profit as a percentage of sales increased significantly
in the current quarter, 26.9%, compared to 21.7% in the prior year comparative
quarter. The increase was attributed to Form Flow and L & H Die, as they
realized more efficient processing of certain orders, resulting in lower
labor and factory related costs.
Tooling operating expense remained relatively steady at 12.3% of
sales in the current quarter, compared to 12.9% in the prior comparative
quarter.
<PAGE>
Production Machining Segment
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------
Dec. 31, 1996 Dec. 31. 1995
------------- -------------
Amount % Amount %
-------- -------
<S> <C> <C> <C>
Net sales................................. $1,765 100.0 --
Gross profit.............................. 348 19.7 --
Operating expenses........................ 219 12.4 --
Operating profit (1)...................... 129 7.3 --
<FN>
(1) Before interest, bad debt and unallocated corporate overhead expense.
</TABLE>
The Production Machining Segment is comprised of the Company's
Milford subsidiary (acquired Nov. 1, 1996). Milford primarily machines
aluminum brake fluid valve parts used in automotive braking systems.
Management expects the unit to be profitable in fiscal 1997 with sales in
excess of $11 million. Management's primary focus since the acquisition is to
improve manufacturing efficiencies and reduce production costs so that it can
remain competitive in the areas that it competes. The Milford unit is also
seeking additional business within the assembly and machining of braking system
parts, as well as other machined parts.
Corporate Overhead, Interest Expense and Federal Income Taxes
Unallocated corporate overhead was $233,300 in the current quarter,
compared to $176,200 in the same period of the prior year; the increase was
principally due to higher building depreciation and costs associated with
arranging secured equipment financing.
Interest expense for the current quarter was $251,600 compared to
$223,100 in the same prior year period. The higher interest reflects
increased long-term borrowing for new equipment and machinery associated with
new sales orders.
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
Net cash provided by operating activities, before changes in working
capital items, was $383,200 in the quarter ended December 31, 1996, while
working capital changes used $515,100 of cash, for a net use of cash from
operating activities of $131,900. The working capital use of cash primarily
involved the Company's newly acquired Milford unit. In particular, the
current quarter reflected increased accounts receivable of $1.05 million
generated from Milford; increased Milford inventories of $290,900; offset by
increased Milford accounts payable and other liabilities that totaled
$915,200. In the prior year comparative quarter, net cash provided by operating
activities, before changes in working capital items, was $559,600. Working
capital changes provided an additional $296,900 in cash from operating
activities, primarily from a reduction in accounts receivable, for net cash
provided by operating activities of $798,100 in the prior year comparative
quarter.
Net cash used in investing activities was $2.16 million in the
current quarter, of which $1.42 million was for machinery and equipment
(including progress payments) necessary to complete various manufacturing
operations associated with new sales orders. Also, in the current quarter, net
cash of $742,000 was used in connection with the acquisition of Milford. In
the prior year comparative period, net cash used in investing activities was
$648,600, of which $320,000 was for the acquisition of an industrial building
adjacent to Form Flow (for expansion of its die repair business) and for costs
expended to refurbish a hydraulic press primarily for the manufacture of
airbag housings.
Net cash provided by financing activities was $2.13 million, of which
$2.64 was provided by increased borrowing on the Company's bank revolving
line of credit, offset by scheduled principal payments of $507,600. Cash
provided by the bank revolver was principally used to fund the acquisition of
Milford, working capital requirements to fund the Milford operation and
progress payments on machinery and equipment orders. In the prior year
comparative period, the Company's bank line of credit increased $1.23
million, largely to provide interim financing for machinery and equipment
purchases, offset by $1 million received from the exercise of a stock
warrant.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults in Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K. Form 8-K/A re: " Milford
Manufacturing Corporation Acquisition", filed on January 15, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SECOM GENERAL CORPORATION
(Registrant)
By: /s/ Robert A. Clemente February 14,1997
---------------------
Robert A. Clemente
Chairman, President and CEO
By: /s/ David J. Marczak February 14, 1997
-------------------------
David J. Marczak
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1996
<CASH> $ 197,300
<SECURITIES> 0
<RECEIVABLES> 5,229,100
<ALLOWANCES> (24,000)
<INVENTORY> 5,802,000
<CURRENT-ASSETS> 12,630,100
<PP&E> 31,578,200
<DEPRECIATION> (7,951,500)
<TOTAL-ASSETS> 42,650,000
<CURRENT-LIABILITIES> 7,870,700
<BONDS> 0
<COMMON> 535,500
0
0
<OTHER-SE> 13,366,800
<TOTAL-LIABILITY-AND-EQUITY> 42,650,000
<SALES> 9,808,600
<TOTAL-REVENUES> 9,808,600
<CGS> 8,303,700
<TOTAL-COSTS> 9,739,400
<OTHER-EXPENSES> 18,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 251,600
<INCOME-PRETAX> (200,900)
<INCOME-TAX> (67,500)
<INCOME-CONTINUING> 69,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (133,400)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
