<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: June 30, 1995
_____________________________
Commission file number: 1-9344
_____________________________
AIRGAS, INC.
______________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 56-0732648
_______________________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Radnor Corporate Center, Suite 550
100 Matsonford Road
Radnor, PA 19087-4579
_______________________________________ ________________
(Address of principal executive offices) (ZIP code)
(610) 687-5253
__________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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 Stock outstanding at August 1, 1995: 31,159,000 shares
<PAGE> 2
AIRGAS, INC.
FORM 10-Q
June 30, 1995
INDEX
PART I - FINANCIAL INFORMATION
______________________________
Consolidated Balance Sheets as of June 30, 1995
and March 31, 1995....................................................3
Consolidated Statements of Earnings
for the Three Months Ended June 30, 1995 and 1994.....................5
Consolidated Statements of Cash Flows
for the Three Months Ended June 30, 1995 and 1994.....................6
Notes to Consolidated Financial Statements.................................7
Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................11
PART II - OTHER INFORMATION
___________________________
Exhibits and Reports on Form 8-K..........................................15
Signatures................................................................16
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
AIRGAS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<CAPTION>
June 30, March 31,
1995 1995
(Unaudited)
_____________ ________
<S> <C> <C>
ASSETS
Current Assets
Trade receivables, less allowances for
doubtful accounts of $3,867 at June 30,
1995 and $4,161 at March 31, 1995 $ 97,174 $ 93,423
Inventories 72,350 65,947
Prepaid expenses and other current assets 11,947 10,467
_______ _______
Total current assets 181,471 169,837
_______ _______
Plant and Equipment, at cost 492,585 464,983
Less accumulated depreciation and amortization (125,466) (118,715)
_______ _______
Plant and equipment, net 367,119 346,268
Other Non-current Assets 43,135 41,388
Goodwill, net of accumulated amortization of
$16,038 at June 30, 1995 and $15,094
at March 31, 1995 102,699 88,144
_______ _______
Total assets $694,424 $645,637
======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> 4
<TABLE>
AIRGAS, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except per share amounts)
<CAPTION>
June 30, March 31,
1995 1995
(Unaudited)
___________ ________
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Current Liabilities
Current portion of long-term debt $ 11,108 $ 11,780
Accounts payable, trade 41,107 43,782
Accrued expenses and other current liabilities 58,183 60,191
_______ _______
Total current liabilities 110,398 115,753
_______ _______
Long-Term Debt 309,398 259,970
Deferred Income Taxes 70,347 67,540
Other Non-current Liabilities 13,390 11,116
Minority Interest in Subsidiaries 1,938 1,606
Stockholders' Equity
Common stock $.01 par value, 200,000 shares
authorized, 31,922 and 31,501
shares issued at June 30, 1995 and
March 31, 1995, respectively 319 315
Capital in Excess of Par Value 67,461 62,135
Retained earnings 143,094 133,640
Cumulative Translation Adjustment (412) (469)
Treasury Stock, 883 and 236 common shares
at cost at June 30, 1995 and March 31, 1995,
respectively (21,509) (5,969)
_______ _______
Total stockholders' equity 188,953 189,652
_______ _______
Total liabilities and stockholders' equity $694,424 $ 645,637
======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> 5
<TABLE>
AIRGAS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except per share amounts)
<CAPTION>
Three Months Ended Three Months Ended
June 30, 1995 June 30, 1994
__________________ __________________
<S> <C> <C>
Net sales:
Distribution $185,634 $151,512
Manufacturing 8,638 7,950
_______ _______
Total net sales 194,272 159,462
_______ _______
Costs and expenses:
Cost of products sold
(excluding depreciation and
amortization)
Distribution 90,921 74,926
Manufacturing 5,736 5,124
Selling, distribution and
administrative expenses 65,137 55,142
Depreciation and amortization 10,441 8,569
_______ _______
Total costs and expenses 172,235 143,761
_______ _______
Operating income:
Distribution 20,479 14,267
Manufacturing 1,558 1,434
_______ _______
22,037 15,701
Interest expense, net (5,588) (3,731)
Other income, net 211 130
Minority interest (191) (126)
_______ _______
Earnings before income taxes 16,469 11,974
Income taxes 7,015 5,185
_______ _______
Net earnings $ 9,454 $ 6,789
======= =======
Primary and fully diluted
Earnings per share $ .29 $ .21
======= =======
Weighted average shares 32,576 32,819
======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> 6
<TABLE> AIRGAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION> Three Months Ended Three Months Ended
June 30, 1995 June 30, 1994
__________________ __________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 9,454 $ 6,789
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation and amortization 10,441 8,569
Deferred income taxes 2,806 2,377
Equity in earnings of joint venture (297) (161)
Loss on sale of plant and equipment 0 7
Minority interest in earnings 191 126
Stock issued for employee benefit plan 790 599
Changes in assets and liabilities,
excluding effects of business
acquisitions:
Trade receivables, net 1,534 (730)
Inventories (1,773) (1,242)
Prepaid expenses and other
current assets (1,153) (313)
Accounts payable, trade (5,919) (3,176)
Accrued expenses and other current
liabilities (1,363) (1,941)
Other assets and liabilities, net 598 (1,540)
_______ _______
Net cash provided by operating activities 15,309 9,364
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (8,592) (8,981)
Proceeds from sale of plant and
equipment 379 543
Business acquisitions, net of cash acquired (13,094) (7,340)
Other, net 198 96
_______ _______
Net cash used by investing activities (21,109) (15,682)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 81,336 30,765
Repayment of debt (60,000) (25,307)
Repurchase of treasury stock (15,540) 0
Exercise of options and warrants 1,674 481
Net overdraft (1,685) 439
_______ _______
Net cash provided by financing
activities 5,785 6,378
_______ _______
EFFECTS OF DISCONTINUED ACTIVITIES, NET 15 (60)
_______ _______
CHANGE IN CASH $ -0- $ -0-
Cash - beginning of period -0- -0-
_______ _______
Cash - end of period $ -0- $ -0-
======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> 7
AIRGAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) BASIS OF PRESENTATION
_____________________
The consolidated financial statements include the accounts of Airgas,
Inc. and its subsidiaries (the "Company").
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles applicable to interim
financial statements. These statements do not include all disclosures
required for annual financial statements. These financial statements should
be read in conjunction with the more complete disclosures contained in the
Company's audited consolidated financial statements for the year ended March
31, 1995.
The financial statements reflect, in the opinion of management, all
adjustments (normal recurring adjustments) necessary to present fairly the
Company's consolidated balance sheets at June 30, 1995 and March 31, 1995;
the consolidated statements of earnings for the three months ended June 30,
1995 and 1994; and the consolidated statements of cash flows for the three
months ended June 30, 1995 and 1994. The interim operating results are not
necessarily indicative of the results to be expected for an entire year.
(2) ACQUISITIONS
____________
From April 1, 1995 to June 30, 1995, the Company has acquired thirteen
businesses engaged in the distribution of industrial, medical and specialty
gases and welding supplies with annual sales of approximately $40 million.
The aggregate purchase price, including amounts related to non-competition and
confidentiality agreements, amounted to approximately $50 million.
Acquisitions have been recorded using the purchase method of accounting, and,
accordingly, results of their operations have been included in the Company's
consolidated financial statements since the effective dates of the respective
acquisitions.
Subsequent to June 30, 1995, the Company has acquired industrial gas
distribution businesses with an aggregate purchase price of approximately $20
million.
<PAGE> 8
AIRGAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
(3) INVENTORIES
___________
Inventories consist of:
<TABLE>
(In thousands)
<CAPTION>
June 30, March 31,
1995 1995
________ ________
<S> <C> <C>
Finished goods $72,275 $ 65,693
Raw materials 1,166 1,315
_______ _______
73,441 67,008
Less reduction to LIFO cost ( 1,091) (1,061)
_______ _______
$72,350 $ 65,947
======= =======
</TABLE>
(4) PLANT AND EQUIPMENT
___________________
The major classes of plant and equipment are as follows:
<TABLE>
(In thousands)
<CAPTION> June 30 March 31,
1995 1995
_____________ _________
<S> <C> <C>
Land and land improvements $ 18,127 $ 17,571
Building and leasehold improvements 46,457 43,714
Machinery and equipment, including
cylinders 399,311 376,284
Transportation equipment 27,209 25,944
Construction in progress 1,481 1,470
_______ _______
$492,585 $464,983
======= =======
</TABLE>
<PAGE> 9
AIRGAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
(5) OTHER NON-CURRENT ASSETS
_______________________
Other non-current assets include:
<TABLE>
(In thousands)
<CAPTION> June 30 March 31,
1995 1995
_____________ _________
<S> <C> <C>
Investment in a joint venture $ 1,601 $ 1,597
Noncompete agreements and other
intangible assets, at cost, net
of accumulated amortization of
$39.4 million at June 30, 1995
and $37.4 million at March 31, 1995 33,490 31,955
Other assets 8,044 7,836
_______ _______
$ 43,135 $ 41,388
======= =======
</TABLE>
(6) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
______________________________________________
Accrued expenses and other current liabilities include:
<TABLE>
(In thousands)
<CAPTION> June 30, March 31,
1995 1995
_____________ _________
<S> <C> <C>
Cash overdraft $ 9,953 $ 11,638
Insurance payable and related
reserves 6,341 6,304
Customer cylinder deposits 6,285 6,242
Other accrued expenses and current
liabilities 35,604 36,007
_______ _______
$ 58,183 $ 60,191
======= =======
</TABLE>
<PAGE> 10
AIRGAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
(7) EARNINGS PER SHARE
__________________
Earnings per share amounts were determined using the treasury
stock method.
(8) COMMITMENTS AND CONTINGENCIES
_____________________________
The Company is involved in various legal proceedings which have arisen in
the ordinary course of its business and have not been finally adjudicated.
These actions, when ultimately concluded and determined will not, in the
opinion of management, have a material adverse effect upon the Company's
financial condition, results of operations or liquidity.
<PAGE> 11
Item 2.
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL REVIEW
________________
OVERVIEW
________
The Company's financial results for the quarter ended June 30, 1995
reflect substantial growth compared with the first quarter last year. Net
sales of $194.3 million, net earnings of $9.5 million and earnings per share
of $.29 represent increases over the prior period of 22%, 39% and 38%,
respectively. Net sales increased during the first quarter ended June 30,
1995 over the same period in the prior year primarily due to an increase in
same-store distribution sales and the acquisition of industrial gas
distribution companies. The increase in net earnings was primarily due to an
increase in gross profits from higher same-store distribution sales, an
increase in gross profit margins and earnings generated by industrial gas
distribution businesses acquired since April 1, 1994.
After tax cash flow (net earnings plus depreciation, amortization and
deferred income taxes) increased 28% to $22.7 million from $17.7 million in
1994. After tax cash flow is an important measurement of the Company's
ability to repay debt through operations and provides the Company with the
ability to pursue investment alternatives such as acquisitions and the
repurchase of Company stock.
RESULTS OF OPERATIONS: THREE MONTHS ENDED JUNE 30, 1995 COMPARED TO THE THREE
MONTHS ENDED JUNE 30, 1994
__________________________
Net sales increased 22% in 1995 compared to 1994:
<TABLE>
(in thousands)
<CAPTION> 1995 1994 Increase
____ ____ __________
<S> <C> <C> <C>
Distribution $185,634 $151,512 $ 34,122
Manufacturing 8,638 7,950 688
_______ _______ _______
$194,272 $159,462 $ 34,810
======= ======= =======
</TABLE>
In 1995, distribution sales increased approximately $28.6 million
resulting from the acquisition of 34 industrial gas distributors since April
1, 1994 and approximately $5.5 million from same-store sales. The Company
estimates that had all acquisitions during the quarter ended June 30, 1995
been consummated on April 1, 1995, distribution sales for 1995 would have been
approximately $1 million higher. The increase in same-store
sales of approximately 3% is primarily the result of increased volume of
hardgoods sales and increases in gas and rental businesses. The Company
estimates same-store sales based on a comparison of current period sales to
the prior period's sales, adjusted for acquisitions. Future same-store sales
growth is dependent on the economy and the Company's ability to expand markets
<PAGE> 12
Item 2.
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
for new and existing products and to increase prices. The Company believes
that sales of lower margin hardgoods are adversely impacted during a
recession, and conversely, are typically the fastest to rebound during an
economic recovery.
Sales for the Company's manufacturing operations increased 8.6%
compared to 1994 primarily as a result of an increase in the volume of lower
margin exports.
The increase in distribution gross profit of $18.1 million over 1994, is
attributable to increases associated with acquisitions of $13.9 million and
same-store gross profit growth of $4.2 million. Approximately 30% of the $4.2
million same-store gross profit growth came from margin improvement and 70%
from volume increases. The same-store gross profit growth is attributable to
increased hardgoods volumes combined with improved gross margins resulting
from the Company's national purchasing arrangements, success of gas marketing
programs and improved gas and rental gross margins due to price increases to
customers. On a same-store basis, distribution gross margins increased an
estimated .8% compared to 1994.
Selling, distribution and administrative expenses as a percentage of
sales decreased to 33.5% compared to 34.6% in 1994. The decrease is a result
of acquisition consolidation efforts and from controlling certain operating
costs, such as business insurance costs through improved claims management and
reduced incident rates. Through improved management efforts, the Company has
also reduced its bad debt expense. Also, certain operating costs, such as
occupancy costs, are relatively fixed and did not increase proportionately
with the increase in same-store sales. Partially offsetting these
improvements were normal salary increases and slightly higher distribution
costs.
Operating income increased 40% in 1995 compared to 1994:
<TABLE>
(in thousands)
<CAPTION>
1995 1994 Increase
____ ____ __________
<S> <C> <C> <C>
Distribution $20,479 $14,267 $ 6,212
Manufacturing 1,558 1,434 124
______ ______ ______
$22,037 $15,701 $ 6,336
====== ====== ======
</TABLE>
Distribution operating income as a percentage of net distribution sales
increased to 11% compared to 9.4% in 1994. The improvement in distribution
operating income in 1995 was a result of the increase in gross profits from
higher same-store sales, improved gross profit margins and operating income
provided by acquisitions.
<PAGE> 13
Item 2.
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Manufacturing operating income increased $124 thousand compared to 1994
due to lower production and delivery costs related to calcium carbide and
nitrous oxide business, partially offset by an increase in lower margin sales
of carbon products.
Interest expense, net, increased $1.9 million compared to 1994 primarily
as a result of the increase in average outstanding debt associated with the
acquisition of industrial gas distributors since April 1, 1994, interest costs
associated with the repurchase of treasury stock and slightly higher interest
rates. As discussed in "Liquidity and Capital Resources" below, the Company
has hedged floating interest rates under certain borrowings with interest rate
swap agreements.
Income tax expense represented 42.6% of pre-tax earnings in 1995 compared
to 43.3% in 1994. The decrease in the effective income tax rate is primarily
due to an increase in pre-tax earnings relative to non-deductible goodwill and
other basis differences.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The Company has primarily financed its operations, capital expenditures,
stock repurchases, and acquisitions with borrowings and funds provided by
operating activities.
Cash flows from operating activities totaled $15.3 million in 1995.
Depreciation and amortization represent $10.4 million of cash flow from
operating activities. Deferred income taxes of $2.8 million principally
resulted from temporary differences. Working capital components of cash flow
increased $8.7 million as a result of a decrease in accounts receivable offset
by an increase in inventory levels to meet increased hardgoods sales volumes
and a decrease in trade accounts payable and accrued expenses and other
liabilities. Days-sales outstanding and days-supply of inventory levels are
comparable to March 31, 1995 levels. Accounts payable decreased $5.9 million
due to payments to vendors. Other current liabilities decreased as a result
of payouts related to employee profit sharing plans and year-end bonuses
offset by an increase in accrued interest, income taxes and insurance.
Cash used by investing activities totaled $21.1 million in 1995 which
was primarily comprised of $8.6 million for capital expenditures and $13.1
million related to acquisitions.
The Company's use of cash for capital expenditures was partially
attributable to the continued assimilation of certain prior period
acquisitions which required the Company to make capital expenditures in areas
such as combining cylinder fill plants, improving truck fleets and purchasing
cylinders in order to return cylinders rented from third parties.
Additionally, capital expenditures include the purchase of cylinders and bulk
tanks necessary to facilitate gas sales growth. The Company estimates that
its maintenance capital expenditures are approximately 2% of net sales. The
Company considers the replacement of existing capital assets to be maintenance
capital expenditures.
<PAGE> 14
Item 2.
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Financing activities provided cash of $5.8 million in 1995 with total
debt outstanding increasing by $48.8 million from March 31, 1995. Debt
incurred in connection with the acquisition of industrial gas distribution
businesses, including seller notes and assumed notes, totalled $40.5 million.
The Company has approved a one million share stock repurchase program.
Through June 30, 1995, the Company has purchased 883,000 shares at an
aggregate cost of $21.5 million. The purchase of additional shares is
dependent on prevailing market conditions.
One of the Company's primary sources of borrowings is an unsecured
revolving credit facility with various commercial banks. At June 30, 1995,
the facility provided for borrowings up to $250 million, with sub-limits for
money market loans, bankers acceptances and the issuance of letters of credit.
At June 30, 1995, the Company had approximately $141 million in borrowings
under the facility and approximately $38 million committed under letters of
credit, resulting in availability under the facility of approximately $71
million. The facility provides for quarterly interest payments payable
currently with equal quarterly principal payments beginning in September 1996
and continuing through June 2001.
The Company also has a $100 million unsecured revolving credit facility
with various commercial banks to provide additional availability for the
Company's ongoing acquisition and investment programs. The facility
currently bears interest at the Libor rate plus an applicable margin and
matures on July 1, 1996. On June 30, 1995, the Company had approximately $75
million in borrowings under the facility resulting in availability under the
facility of approximately $25 million. The Company intends to terminate its
$100 million facility in conjunction with an anticipated increase in the
Company's $250 million revolving credit facility in August, 1995, which will
have terms and conditions similar to its existing $250 million facility.
At June 30, 1995, the effective interest rate related to outstanding
borrowings under credit lines was approximately 6.5%.
The Company's loan agreements contain restrictive covenants which
include the maintenance of a minimum equity level, maintenance of certain
financial ratios and restrictions on additional borrowings and the level of
dividend payments.
In managing interest rate exposure, principally under the Company's
floating rate revolving credit facilities, the Company has entered into
thirteen interest rate swap agreements during the period from June, 1992
through June 30, 1995. The swap agreements are with major financial
institutions and have a total notional principal amount of $142 million at
June 30, 1995. Approximately $123 million of the notional principal amount
of the swap agreements require fixed interest payments based on an average
effective rate of 7.3% for remaining periods ranging between 2 and 7 years.
Two swap agreements require floating rates ($19.5 million notional amount at
6.5% at June 30, 1995). The Company continually monitors its positions and
the credit ratings of its counterparties, and does not anticipate
nonperformance by the counterparties.
<PAGE> 15
Item 2.
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company will continue to look for appropriate acquisitions and
expects to fund such acquisitions, future capital expenditure requirements and
commitments related to foreign investments through cash flow from operations
and with debt and other available sources. Subsequent to June 30, 1995, the
Company has acquired industrial gas distribution businesses with an aggregate
purchase price of approximately $20 million.
The Company does not currently pay dividends.
<PAGE> 16
AIRGAS, INC.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
________
11. Calculation of earnings per share.
b. Reports on Form 8-K
___________________
None.
<PAGE> 17
SIGNATURES
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.
August 7, 1995 /s/ Britton H. Murdoch
______________ _______________________
Date Britton H. Murdoch
Vice President and
Chief Financial Officer
<PAGE>
<PAGE> 18
<TABLE>
EXHIBIT 11
AIRGAS, INC.
EARNINGS PER SHARE CALCULATIONS
<CAPTION>
Three Months Ended
June 30,
1995 1994
____ ____
<S> <C> <C>
Adjustment of Weighted Average
Shares Outstanding:
Shares of common stock
outstanding
- weighted 30,945,000 31,121,000
Net common stock equivalents 1,631,000 1,698,000
__________ __________
Adjusted shares outstanding 32,576,000 32,819,000
========== ==========
Net earnings $ 9,454,000 $ 6,789,000
========== ==========
Primary and fully diluted
Earnings Per Share $ .29 $ .21
========== ==========
</TABLE>
Earnings per share amounts were determined using the treasury stock method.
This method assumes the exercise of all dilutive outstanding options and
warrants and the use of the aggregate proceeds therefrom to acquire the
Company's outstanding common stock. Net earnings were divided by the weighted
average number of shares outstanding adjusted for the assumed exercise of the
options and warrants outstanding and repurchase of common stock to calculate
per share amounts.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 97,174
<ALLOWANCES> 3,867
<INVENTORY> 72,350
<CURRENT-ASSETS> 181,471
<PP&E> 492,585
<DEPRECIATION> 125,466
<TOTAL-ASSETS> 694,424
<CURRENT-LIABILITIES> 110,398
<BONDS> 0
<COMMON> 319
0
0
<OTHER-SE> 188,634
<TOTAL-LIABILITY-AND-EQUITY> 694,424
<SALES> 194,272
<TOTAL-REVENUES> 194,272
<CGS> 96,657
<TOTAL-COSTS> 96,657
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,588
<INCOME-PRETAX> 16,469
<INCOME-TAX> 7,015
<INCOME-CONTINUING> 9,454
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,454
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
