FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
For Quarter Ended December 31, 1995 Commission file number 1-9915
GAYLORD CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3472452
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Lake Cook Road, Suite 400
Deerfield, Illinois 60015
Telephone: (847) 405-5500
(Address, including zip code, and telephone number, including
area code, of registrant's principal offices)
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 by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes X No
As of February 8, 1996, the registrant had outstanding 54,097,662
shares of its $0.0001 par value Class A Common Stock (including 18,008,701
shares held in trust for the benefit of the warrant holders) and 18,008,701
redeemable exchangeable warrants to obtain Class A Common Stock.
<PAGE>
PAGE
PART I. FINANCIAL INFORMATION NUMBERS
- ------------------------------
Item 1. Financial Statements 1 - 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5 - 8
PART II. OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings 9 - 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
- ----------
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<TABLE>
<CAPTION>
GAYLORD CONTAINER CORPORATION AND SUBSIDIARIES
- ----------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS,
DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
- -------------------------------------------------------------------------------
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ -------------
ASSETS (In millions)
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 6.7 $ 32.5
Trade receivables (less allowances of
$7.1 million and $6.5 million, respectively) 127.9 140.0
Inventories (Note 2) 93.5 73.1
Deferred income taxes 38.3 49.6
Other current assets 11.5 11.1
------- -------
Total current assets 277.9 306.3
------- -------
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost 1,029.2 1,013.9
Less accumulated depreciation 388.6 373.9
------- -------
Property - net 640.6 640.0
------- -------
OTHER ASSETS 38.0 41.7
------- -------
TOTAL $ 956.5 $ 988.0
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ 15.8 $ 15.6
Trade payables 59.3 51.7
Accrued and other liabilities 77.1 82.6
------- -------
Total current liabilities 152.2 149.9
------- -------
LONG-TERM DEBT 625.9 671.5
OTHER LONG-TERM LIABILITIES 26.3 27.5
DEFERRED INCOME TAXES 22.1 25.9
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Class A common stock - par value, $.0001 per share;
authorized 125,000,000 shares; issued 54,128,330
shares and 54,124,530 shares, respectively, and
outstanding 54,093,511 shares and 54,077,527
shares, respectively - -
Capital in excess of par value 172.8 172.6
Retained deficit (38.2) (54.7)
Common stock in treasury - at cost; 34,819 shares
and 47,003 shares, respectively (0.3) (0.4)
Recognition of minimum pension liability (4.3) (4.3)
------- -------
Total stockholders' equity 130.0 113.2
------- -------
TOTAL $ 956.5 $ 988.0
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
1
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<TABLE>
<CAPTION>
GAYLORD CONTAINER CORPORATION AND SUBSIDIARIES
- ----------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED
DECEMBER 31, 1995 AND 1994 (In millions, except per share data)
- ------------------------------------------------------------------------------
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1995 1994
----------- -----------
<S> <C> <C>
NET SALES $ 253.8 $ 241.2
COST OF GOODS SOLD 179.0 184.1
----- -----
GROSS MARGIN 74.8 57.1
SELLING AND ADMINISTRATIVE COSTS (22.5) (24.0)
----- -----
OPERATING EARNINGS 52.3 33.1
INTEREST EXPENSE - Net (19.8) (20.8)
OTHER INCOME (EXPENSE) - Net 0.1 (0.2)
----- -----
EARNINGS BEFORE TAXES AND
EXTRAORDINARY ITEM 32.6 12.1
INCOME TAXES 13.5 0.3
----- -----
EARNINGS BEFORE EXTRAORDINARY ITEM 19.1 11.8
EXTRAORDINARY LOSS (Note 3) (2.6) -
----- -----
NET INCOME 16.5 $ 11.8
=====
RETAINED DEFICIT:
BEGINNING OF PERIOD (54.7)
-----
END OF PERIOD $ (38.2)
=====
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE:
EARNINGS BEFORE EXTRAORDINARY ITEM $ 0.35 $ 0.21
EXTRAORDINARY LOSS (Note 3) (0.05) -
----- -----
NET INCOME $ 0.30 $ 0.21
===== =====
AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 55.0 54.9
===== =====
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
GAYLORD CONTAINER CORPORATION AND SUBSIDIARIES
- ----------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1995 1994
-------------- ------------
(In millions)
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Earnings before extraordinary item $ 19.1 $ 11.8
Adjustments to reconcile earnings before
extraordinary item to net cash from operating
activities:
Depreciation and amortization 16.3 15.1
Non-cash interest expense 12.1 11.1
Deferred income taxes 8.6 -
Change in current assets and liabilities,
excluding acquisitions and dispositions (6.0) (22.8)
Other - net (1.3) (0.4)
---- ----
Net cash provided by operations 48.8 14.8
---- ----
CASH FLOWS FROM INVESTMENTS:
Capital expenditures (16.0) (16.1)
Capitalized interest (0.1) (0.4)
Proceeds from asset sales 2.9 1.1
Other investments - net (1.0) (1.9)
---- ----
Net cash used for investments (14.2) (17.3)
---- ----
CASH FLOWS FROM FINANCING:
Senior debt - repayments (1.7) (3.4)
Early retirement of debt (Note 3) (66.8) -
Revolver borrowings - net 8.0 -
Other financing - net 0.1 0.4
---- ----
Net cash used for financing (60.4) (3.0)
---- ----
Net decrease in cash and equivalents (25.8) (5.5)
Cash and equivalents, beginning of period 32.5 17.4
---- ----
Cash and equivalents, end of period $ 6.7 $ 11.9
==== ====
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for:
Interest expense $ 13.3 $ 15.7
==== ====
Income taxes $ 0.4 $ -
==== ====
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Write-off of deferred financing fees $ 1.4 $ -
==== ====
Property additions $ - $ 22.0
==== ====
Increase in total debt $ - $ 22.0
==== ====
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
GAYLORD CONTAINER CORPORATION AND SUBSIDIARIES
----------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. GENERAL
-------
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all normal and recurring
adjustments and accruals necessary to present fairly the financial position
as of December 31, 1995 and the results of operations and cash flows for
the three months ended December 31, 1995 and 1994, including all the
accounts of Gaylord Container Corporation (including its subsidiaries, the
Company), and are in conformity with Securities and Exchange Commission
Rule 10-01 of Regulation S-X. Certain amounts in the statement of cash
flows for fiscal 1995 have been reclassified to conform with the
current-year presentation. The financial statements should be read in
conjunction with the audited consolidated financial statements and the
notes thereto on Form 10-K for the fiscal year ended September 30, 1995.
2. INVENTORIES
-----------
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ -------------
(In millions)
Inventories consist of:
<S> <C> <C>
Finished products $17.7 $17.4
In process 47.9 34.8
Raw materials 15.4 15.1
Supplies 16.0 15.8
---- ----
Total 97.0 83.1
LIFO valuation adjustment (3.5) (10.0)
---- ----
Total $93.5 $73.1
==== ====
</TABLE>
3. EXTRAORDINARY ITEM
------------------
During the first quarter of fiscal 1996, the Company repurchased and
retired $65.3 million principal amount of its publicly traded debt
securities. In conjunction with the repurchase, $1.4 million of deferred
financing fees were written off. These transactions resulted in an
extraordinary loss of $2.6 million, net of an income tax benefit of $1.8
million.
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
---------------------
First Quarter of Fiscal 1996 Compared with First Quarter of Fiscal 1995.
Net sales for the first quarter of fiscal 1996 were $253.8 million, an
increase of approximately 5 percent compared with net sales of $241.2
million for the first quarter of fiscal 1995. Operating earnings for the
current quarter were $52.3 million compared with $33.1 million for the
year-ago quarter. Earnings before extraordinary item for the first quarter
of fiscal 1996 were $19.1 million, or $0.35 per share, versus $11.8 million,
or $0.21 per share, in the first quarter of fiscal 1995. Net income for the
current quarter totaled $16.5 million, or $0.30 per share and included a
$2.6 million extraordinary loss ($0.05 per share) on the early retirement of
debt.
Sales and earnings in the first quarter of fiscal 1996 benefited from higher
average selling prices for the Company's products, which increased operating
earnings by approximately $28 million compared with the first quarter of
fiscal 1995. Average selling prices for the Company's domestic linerboard,
export linerboard and corrugated products increased approximately 9 percent,
21 percent and 16 percent, respectively, in the first quarter of fiscal 1996
compared with the prior-year quarter. Average selling prices for the
Company's unbleached kraft paper, grocery bags and sacks and multiwall bags
increased approximately 7 percent, 12 percent and 12 percent, respectively,
in the current quarter compared with the prior-year quarter. While product
prices remain higher than a year ago, average selling prices for the
Company's domestic linerboard, export linerboard and unbleached kraft paper
decreased approximately 6 percent, 10 percent and 12 percent, respectively,
in the first quarter of fiscal 1996 compared with the fourth quarter of
fiscal 1995.
Sales and earnings in the first quarter of fiscal 1996 were adversely
affected by lower mill and converted product shipments, which decreased
operating earnings by approximately $20 million compared with the year-ago
quarter. Although total mill production was essentially flat
quarter-over-quarter,reduced shipments in the current quarter resulted in
higher rollstock inventories. In addition, the unfavorable volume variance
included the incremental fixed operating costs associated with capital
investments to expand capacity in the Company's converting operations.
Containerboard production in the first quarter of fiscal 1996 of 3,146 tons
per day (TPD, calculated on the basis of the number of days in the period)
increased approximately 1 percent from 3,116 TPD in the prior-year quarter.
Unbleached kraft paper production in the current quarter decreased
approximately 5 percent to 757 TPD from 800 TPD in the prior-year quarter,
primarily due to the temporary idling of two paper machines for the last two
weeks of December at the Company's Bogalusa, Louisiana mill because of
market conditions.
Corrugated shipments of approximately 3.1 billion square feet in the first
quarter of fiscal 1996 were approximately 3 percent lower than the
prior-year shipments of 3.2 billion square feet. The reduction in shipments
for corrugated products was primarily attributable to a slow down in
5
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domestic demand. Multiwall bag shipments of 12.6 thousand tons in the
current quarter decreased approximately 8 percent compared with shipments in
the first quarter of fiscal 1995 of 13.7 thousand tons. Grocery bag and
sack shipments decreased to 28.8 thousand tons versus shipments of 32.1
thousand tons in the year-ago quarter. Shipments of Gaylord Handle-Bags in
the current quarter increased approximately 32 percent compared with the
prior-year quarter. This gain, however, was more than offset by reduced
demand for and shipments of standard grocery sacks as a result of greater
displacement by plastic bags.
Gross margin as a percentage of net sales for the first quarter of fiscal
1996 increased to 29.5 percent from 23.7 percent in the prior-year quarter
primarily due to higher selling prices for the Company's products and lower
fiber costs (primarily the cost of old corrugated containers (OCC)). Lower
fiber costs increased operating earnings by approximately $9 million. The
Company's average delivered cost of OCC decreased approximately 22 percent
in the first quarter of fiscal 1996 compared with the year-ago quarter.
Selling and administrative costs of $22.5 million for the current quarter
were $1.5 million less than the prior-year quarter primarily due to a
decrease in incentive compensation costs.
Net interest expense declined from the prior-year quarter by $1.0 million to
$19.8 million in the first quarter of fiscal 1996 primarily due to lower
average debt levels partially offset by higher accretion of the discount on
subordinated debt of $1.0 million.
In the first quarter of fiscal 1996, the Company recorded a tax provision of
$13.5 million which corresponds to an effective tax rate of 41.4 percent.
In the first quarter of fiscal 1995, the Company recorded a current tax
provision of only $0.3 million, an effective rate of 2.5 percent, due to the
application of net operating loss carryforwards.
During the first quarter of fiscal 1996, the Company repurchased and retired
$65.3 million principal amount of its publicly traded debt securities. In
conjunction with the repurchase, $1.4 million of deferred financing fees were
written off. These transactions resulted in an extraordinary loss of $2.6
million, net of an income tax benefit of $1.8 million.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
General
The Company has historically financed its operations through cash provided
by operations, borrowings under its credit agreements and the issuance of
debt and equity securities. The Company's principal uses of cash are to pay
operating expenses, fund capital expenditures and service debt.
Net cash provided by operations for the first quarter of fiscal 1996 was
$48.8 million, compared with $14.8 million a year ago. The favorable
comparison to the prior-year quarter was primarily due to significantly
higher selling prices for the Company's products, lower fiber costs and
reduced investments in working capital.
6
<PAGE>
Capital expenditures of $16.0 million in the first quarter of fiscal 1996
were essentially flat compared with $16.1 million in the year-ago quarter.
In addition to the $16.1 million of capital spending in the prior-year
quarter, the Company acquired $22.0 million of equipment financed by capital
leases and debt obligations secured by the assets acquired.
At the end of fiscal 1992, the Company determined it would be unlikely that
its Antioch, California virgin fiber mill (the East Mill), which was closed
in fiscal 1991, could be sold as a mill site or that the East Mill, or some
portion thereof, could be operated economically by the Company. The Company
believed, and continues to believe, that the most likely outcome will be the
sale of individual assets and the subsequent demolition of the remaining
structures on the mill site. For the first quarter of fiscal 1996, the
Company incurred approximately $1.0 million of costs to maintain the East
Mill. Demolition of the remaining structures on the mill site will require
the Company to incur costs for asbestos removal. The Company has deferred
incurring substantial expenditures for demolition and asbestos removal until
all uncertainties regarding disposition of the mill assets have been
resolved. At December 31, 1995, balance sheet accruals for demolition and
asbestos removal were approximately $4.6 million and $15.3 million,
respectively, and the net book value of the East Mill was $0.7 million.
In fiscal 1994, the Company recognized non-recurring operating charges of
$15.5 million. These charges included (i) $9.9 million primarily for
equipment abandonments, asset write-downs, lease termination costs and other
costs related to the relocation of three of the Company's converting
facilities (ii) $3.5 million for costs associated with closure of a
corrugated container plant and (iii) $2.1 million for a loss on the sale and
costs associated with the disposition of a corrugated container plant. For
the first quarter of fiscal 1996, the Company charged approximately $0.8
million of costs associated with the fiscal 1994 non-recurring operating
charges to balance sheet accruals. At December 31, 1995, the Company had
balance sheet accruals for such costs of $2.6 million. In addition, the
Company has remaining balance sheet accruals of approximately $0.9 million
for non-recurring operating charges (primarily lease termination costs)
recognized in previous years and anticipates incurring such costs ratably
over the next two years.
Liquidity
At December 31, 1995, the Company had cash and equivalents of $6.7 million,
a decrease of $25.8 million from September 30, 1995, as cash used for
investments and financing (principally the early retirement of debt and
capital spending) exceeded cash provided by operations. Total debt
decreased by $45.4 million to $641.7 million at December 31, 1995 from
$687.1 million at September 30, 1995. The decline in total debt was due to
the repurchase and retirement of $65.3 million principal amount of the
Company's publicly traded debt securities, partially offset by $12.1 million
of accretion of the Company's Senior Subordinated Discount Debentures Due
2005 (the Subordinated Discount Debentures). The Company has made debt
reduction a priority and will continue to evaluate the duce debt. The
Company's cash interest obligations will increase significantly in 1996 as
the Subordinated Discount Debentures become cash pay with the first payment
due November 1996. At December 31, 1995, the Company had $8 million
outstanding and approximately $230 million of credit available under the
revolving portions of its credit agreements.
7
<PAGE>
Weakening demand for the Company's products has resulted in increased
linerboard and unbleached kraft paper inventories and some price erosion
compared with the fourth quarter of fiscal 1995. While product prices
remain higher than a year ago, average selling prices for the Company's
domestic linerboard, export linerboard and unbleached kraft paper decreased
approximately 6 percent, 10 percent and 12 percent, respectively, in the
first quarter of fiscal 1996 compared with the fourth quarter of fiscal
1995. The Company estimates mill down time taken or currently scheduled to
be taken in response to market conditions will aggregate approximately
50,000 to 55,000 tons in the second quarter of fiscal 1996. Reduced product
prices and lower shipments will adversely affect earnings in the second
quarter of fiscal 1996 as compared with the first quarter of fiscal 1996.
Based upon January 1996 product prices and fiber costs, the Company believes
that cash provided by operations and borrowings available under its credit
agreements will provide adequate liquidity to meet its debt service
obligations and other liquidity requirements over the next 12 to 24 months.
Pending Accounting Standard
Financial Accounting Standard No. 123 "Accounting for Stock-Based
Compensation" (FAS No. 123), which encourages entities to adopt a fair value
based method of accounting for compensation costs of employee stock
compensation plans, was issued October 1995. FAS No. 123 allows an entity
to continue the application of accounting prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
however, pro forma footnote disclosures of net income and earnings per
share, as if the fair value based method of accounting defined by this
statement had been applied, are required.
The Company will be required to adopt FAS No. 123 in fiscal 1997. The
Company has not decided whether it will adopt the fair value based method of
accounting for compensation costs of employee stock compensation plans or
the footnote disclosure requirements prescribed by FAS No. 123. Therefore,
the Company is unable to predict the impact the adoption of FAS No. 123 will
have on its financial position or results of operations.
8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any legal proceedings other than
litigation incidental to normal business activities, except as
described below:
The Company and certain of its officers and directors have been
named in a civil suit filed in Cook County (Illinois) Circuit Court
alleging that they omitted or misrepresented facts about the
Company's operations in connection with the Company's initial
public offering of stock in 1988 and in certain periodic reports.
The complaint, a purported class action, originally sought
unspecified damages under the Illinois Consumer Fraud and Deceptive
Practices Act and for common law fraud. On January 10, 1996, the
court dismissed both counts with prejudice, and plaintiff has
appealed. A similar lawsuit, based on the same factual
allegations, but alleging violations of Federal securities laws and
filed in the United States District Court for the Northern District
of Illinois, was voluntarily dismissed by the same plaintiff in
July 1993. The Company believes that, after investigation of the
facts, the allegations are without merit, and the Company is
vigorously defending the judgment on appeal.
On October 18 and December 4, 1995, the Company, its directors and
certain of its officers were named in complaints which have been
consolidated in the Court of Chancery of the state of Delaware
alleging breach of fiduciary duties on two counts. The first count
is a putative class action and the second is an alleged derivative
claim brought on behalf of the Company against the individual
defendants. Both counts allege that the Company's stockholder
Rights Agreement, adopted on June 12, 1995, amendments to the
Company's charter and by-laws, adopted on July 21, 1995, and
redemption of Warrants in June 1995 all were designed to entrench
the individual defendants in their capacities as directors and
officers at the expense of stockholders who otherwise would have
been able to take advantage of a sale of the Company. The
complaint asks the court, among other things, to rescind the
amendments and prohibit the use of the stockholder Rights Agreement
to discourage any bona fide acquirer. In the alternative, the
plaintiffs seek compensatory damages. The Company believes the
allegations are without merit and is vigorously defending itself.
On October 23, 1995, a rail tank car accident occurred at the
Bogalusa, Louisiana plant of Gaylord Chemical Corporation, a wholly
owned subsidiary of the Company. The accident resulted in the
venting of nitrogen tetroxide, a raw material used by the plant to
produce dimethyl sulfoxide, a solvent used in the manufacture of
pharmaceutical and agricultural chemicals. More than 60 lawsuits
have been filed in both state and federal courts in Louisiana
naming Gaylord Chemical Corporation, the Company, certain of their
respective officers and other unrelated corporate and individual
defendants. The 19 federal actions have been consolidated in the
Eastern District of Louisiana and the state actions were removed
9
<PAGE>
PART II. OTHER INFORMATION - CONTINUED
Item 1. Legal Proceedings (continued).
from state courts in Washington Parish, Louisiana and are pending
with the federal actions. The lawsuits, primarily purported class
actions, seek to assert claims based on, among other things,
negligence, strict liability and violations of federal
Comprehensive Environmental Response, Compensation and Liability
Act. Compensatory and punitive damages are sought. The Company
and its subsidiary are vigorously contesting the claims. The
Company maintains insurance and has filed actions against its
general liability and directors and officers liability insurance
carriers seeking declaratory judgments of insurance coverage. The
insurers have not filed answers, but the primary carrier under the
general liability policy has agreed to pay defense costs under a
reservation of rights.
The Company believes the outcome of such litigation will not have a
material adverse effect on the Company's financial position,
results of operations or cash flows.
Item 2. Changes in Securities.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
On February 8, 1996, the Company held its annual meeting of
stockholders at which the following issues were put to a vote by
holders of the Company's common stock:
The Company's eight Class B Directors were re-elected by the following vote:
For Withheld
--- --------
John E. Goodenow 49,668,737 388,907
David B. Hawkins 49,670,487 387,157
John Hawkinson 49,665,828 391,816
Warren J. Hayford 49,669,426 388,218
Richard S. Levitt 49,670,826 386,818
Ralph L. MacDonald Jr. 49,670,937 386,707
Marvin A. Pomerantz 49,666,624 391,020
Thomas H. Stoner 49,669,937 387,707
The appointment of Deloitte & Touche LLP to continue to serve as the
Company's independent auditors in fiscal 1996 was ratified by a vote of
49,709,998 for; 234,923 against; 112,723 withheld.
10
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PART II. OTHER INFORMATION - CONCLUDED
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Number and Description of Exhibit
---------------------------------
a) 27.1(a) Financial Data Schedule
b) Not applicable.
-----------------------------------------------------------------------------
(a) Filed with this Quarterly Report.
(b) Incorporated by reference.
11
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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.
GAYLORD CONTAINER CORPORATION
Date: February 8, 1996 /s/ Marvin A. Pomerantz
------------------------------------
Marvin A. Pomerantz
Chairman and Chief Executive Officer
Date: February 8, 1996 /s/ Jeffrey B. Park
------------------------------------
Jeffrey B. Park
Vice President-Controller
(Principal Accounting Officer)
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 6,700
<SECURITIES> 0
<RECEIVABLES> 127,900
<ALLOWANCES> 7,100
<INVENTORY> 93,500
<CURRENT-ASSETS> 277,900
<PP&E> 1,029,200
<DEPRECIATION> 388,600
<TOTAL-ASSETS> 956,500
<CURRENT-LIABILITIES> 152,200
<BONDS> 625,900
0
0
<COMMON> 172,800
<OTHER-SE> (42,800)
<TOTAL-LIABILITY-AND-EQUITY> 956,500
<SALES> 253,800
<TOTAL-REVENUES> 253,800
<CGS> 179,000
<TOTAL-COSTS> 201,500
<OTHER-EXPENSES> (100)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,800
<INCOME-PRETAX> 32,600
<INCOME-TAX> 13,500
<INCOME-CONTINUING> 19,100
<DISCONTINUED> 0
<EXTRAORDINARY> (2,600)
<CHANGES> 0
<NET-INCOME> 16,500
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0.30
</TABLE>
