<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the quarterly period ended March 28, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from to
------------------ ------------------
Commission File Number 1-9548
------
The Timberland Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0312554
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 Domain Drive, Stratham, New Hampshire 03885
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
---------------------------
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
--- ---
On May 2, 1997, 8,486,822 shares of the registrant's Class A Common Stock were
outstanding and 2,733,832 shares of the registrant's Class B Common Stock were
outstanding.
<PAGE> 2
THE TIMBERLAND COMPANY
FORM 10-Q
TABLE OF CONTENTS
Page(s)
-------
Independent Accountants' Report 1
Part I Financial Information (unaudited)
- ----------------------------
Condensed Consolidated Balance Sheets - 2-3
March 28, 1997 and December 31, 1996
Condensed Consolidated Statements of Operations - 4
For the three months ended March 28, 1997
and March 29, 1996
Condensed Consolidated Statements of Cash Flows - 5
For the three months ended March 28, 1997 and
March 29, 1996
Notes to Condensed Consolidated Financial Statements 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Part II Other Information 11
- -------------------------
<PAGE> 3
Form 10-Q
Page 1
INDEPENDENT ACCOUNTANTS' REPORT
- -------------------------------
To the Stockholders and Board of Directors of
The Timberland Company:
We have reviewed the accompanying condensed consolidated balance sheet of The
Timberland Company and subsidiaries as of March 28, 1997, and the related
condensed consolidated statements of operations and cash flows for the
three-month periods ended March 28, 1997 and March 29, 1996. These condensed
financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Timberland Company and
subsidiaries as of December 31, 1996, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended (not presented herein); and, in our report dated February 5, 1997, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1996, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
Deloitte & Touche LLP
Boston, Massachusetts
April 21, 1997
<PAGE> 4
Form 10-Q
Page 2
Part I Financial Information
- ----------------------------
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 28, December 31,
1997 1996
--------- ------------
<S> <C> <C>
Current assets
Cash and equivalents $ 95,894 $ 93,336
Accounts receivable, net of allowance for doubtful
accounts of $3,669 at March 28, 1997 and $3,540 at
December 31, 1996 91,549 100,556
Inventories 158,843 159,058
Prepaid expenses 9,336 9,351
Deferred and refundable income taxes 10,434 9,167
-------- --------
Total current assets 366,056 371,468
-------- --------
Property, plant and equipment 105,009 103,650
Less accumulated depreciation and amortization (57,474) (54,666)
-------- --------
Net property, plant and equipment 47,535 48,984
-------- --------
Excess of cost over fair value of net assets
acquired, net 22,166 22,587
Other assets, net 5,325 6,547
-------- --------
$441,082 $449,586
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
Form 10-Q
Page 3
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 28, December 31,
1997 1996
--------- ------------
<S> <C> <C>
Current liabilities
Current maturities of long-term debt $ 43,135 $ 17,778
Accounts payable 25,185 21,348
Accrued expenses
Payroll and related 13,414 15,173
Interest and other 34,774 35,753
Income taxes payable 10,856 11,813
-------- --------
Total current liabilities 127,364 101,865
-------- --------
Long-term debt, less current maturities 136,129 171,676
Deferred income taxes 10,353 10,685
Stockholders' equity
Preferred stock, $.01 par value; 2,000,000 shares authorized;
none issued - -
Class A Common Stock, $.01 par value (1 vote per share);
30,000,000 shares authorized; 8,477,402 shares issued
at March 28, 1997 and 8,430,998 shares at December 31, 1996 85 84
Class B Common Stock, $.01 par value (10 votes per share);
convertible into Class A shares on a one-for-one basis;
15,000,000 shares authorized; 2,733,832 shares issued
at March 28, 1997 and 2,734,301 shares at December 31, 1996 27 27
Additional paid-in capital 62,736 61,806
Retained earnings 104,896 100,600
Cumulative translation adjustment (395) 2,963
Less treasury stock at cost, 17,369 shares at March 28,
1997 and 18,369 shares at December 31, 1996 (113) (120)
-------- --------
167,236 165,360
-------- --------
$441,082 $449,586
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
Form 10-Q
Page 4
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
For the
Three Months Ended
------------------
March 28, March 29,
1997 1996
-------- --------
<S> <C> <C>
Revenues $150,684 $127,684
Cost of goods sold 89,070 81,659
-------- --------
Gross profit 61,614 46,025
-------- --------
Operating expenses
Selling 39,235 32,464
General and administrative 11,463 10,058
Amortization of goodwill 421 421
-------- --------
Total operating expenses 51,119 42,943
-------- --------
Operating income 10,495 3,082
-------- --------
Other expense (income)
Interest expense 4,577 4,798
Other, net (219) (143)
-------- --------
Total other expense 4,358 4,655
-------- --------
Income (loss) before income taxes 6,137 (1,573)
-------- --------
Provision (benefit) for income taxes 1,841 (598)
-------- --------
Net income (loss) $ 4,296 $ (975)
======== ========
Earnings (loss) per share $ .37 $ (.09)
======== ========
Weighted average shares outstanding
and share equivalents 11,567 11,163
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 7
Form 10-Q
Page 5
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the
Three Months Ended
------------------
March 28, March 29,
1997 1996
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 4,296 $ (975)
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating activities:
Deferred income taxes (332) 1
Depreciation and amortization 4,930 4,866
Increase (decrease) in cash from changes in
working capital items:
Accounts receivable 9,037 (866)
Inventories (1,570) (2,671)
Prepaid expenses (151) 84
Accounts payable 4,206 (6,216)
Accrued expenses (1,813) 4,494
Income taxes (2,081) (831)
-------- -------
Net cash provided (used) by operating activities 16,522 (2,114)
-------- -------
Cash flows from investing activities:
Additions to property, plant and equipment, net (2,701) (3,491)
Other, net (1,770) 125
-------- -------
Net cash used by investing activities (4,471) (3,366)
-------- -------
Cash flows from financing activities:
Payments on long-term debt (10,190) (179)
Issuance of common stock 938 103
-------- -------
Net cash used by financing activities (9,252) (76)
-------- -------
Effect of exchange rate changes on cash (241) (22)
-------- -------
Net increase (decrease) in cash and equivalents 2,558 (5,578)
Cash and equivalents at beginning of period 93,336 38,389
-------- -------
Cash and equivalents at end of period $ 95,894 $32,811
======== =======
Supplemental disclosures of cash flow information:
Interest paid $ 452 $ 304
Income taxes paid 4,398 245
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 8
Form 10-Q
Page 6
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain the adjustments necessary to
present fairly the Company's financial position, results of operations and
changes in cash flows for the interim periods presented. Such adjustments
consisted of normal recurring items. The unaudited condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
2. The results of operations for the three months ended March 28, 1997 are not
necessarily indicative of the results to be expected for the full year.
Historically, the Company's revenues have been more heavily weighted to the
second half of the year.
3. Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
March 28, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Raw materials $ 9,974 $ 9,770
Work-in-process 4,530 3,979
Finished goods 144,339 145,309
-------- --------
$158,843 $159,058
======== ========
</TABLE>
4. Earnings Per Share
Earnings per share are computed using the weighted average number of common
shares outstanding and share equivalents during each period, in accordance
with Accounting Principles Board Opinion No. 15, "Earnings per Share."
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128"), which will become effective during the fourth quarter of 1997. Had
SFAS 128 been effective for the first quarter of 1997, basic earnings per
share would have been $.38 per share and diluted earnings per share would
have been $.37. The reported loss of $.09 per share for the first quarter
of 1996 would have remained unchanged.
5. Legal Proceedings
The Company is involved in various litigation and legal matters which have
arisen in the ordinary course of business. Management believes that the
ultimate resolution of any existing matter will not have a material adverse
effect on the Company's consolidated financial statements.
The Company and two of its officers and directors have been named as
defendants in two actions filed in the United States District Court for the
District of New Hampshire, one filed by Jerrold Schaffer on December 12,
1994 and the other filed by Gershon Kreuser on January 4, 1995. On April
24, 1995, the District Court granted plaintiffs' motion, assented to by
defendants, to consolidate the two actions.
<PAGE> 9
Form 10-Q
Page 7
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
5. Legal Proceedings (continued)
On June 23, 1995, plaintiffs filed a consolidated amended complaint (the
"Amended Complaint") with the District Court. The Amended Complaint alleges
that defendants violated federal securities laws by making material
misstatements and omissions in certain of the Company's public filings and
statements in 1994. Specifically, the Amended Complaint alleges that such
statements and omissions had the effect of artificially inflating the
market price for the Company's Class A Common Stock until the disclosure by
the Company on December 9, 1994 of its expectation that results for the
fourth quarter were not likely to meet analysts' anticipated levels.
Damages are unspecified. On April 21, 1997, the parties reached preliminary
agreement, subject to court approval, to settle this litigation. At this
time, management does not expect the outcome of such litigation to have a
material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.
<PAGE> 10
Form 10-Q
Page 8
THE TIMBERLAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
RESULTS OF OPERATIONS
- ---------------------
First Quarter 1997 Compared with First Quarter 1996
- ---------------------------------------------------
Revenues for the first quarter of 1997 were $150.7 million, an increase of
$23.0 million, or 18.0%, compared to the $127.7 million reported for the first
quarter of 1996.
Domestic revenues for the first quarter of 1997 were $93.1 million, an increase
of $21.8 million, or 30.6%, from the same period in 1996. The increase primarily
was attributed to footwear unit volume growth particularly in performance,
classic boots and kids.
International revenues for the first quarter of 1997 were $57.6 million, an
increase of $1.2 million, or 2.1%, over the comparable period in 1996. Increased
European sales were partially offset by a decrease in sales to the Company's
Asian distributor. This decrease was attributed to an inventory build-up by this
distributor occurring in the first quarter of 1996 for the initial merchandising
of anticipated store openings and a shift to a greater proportion of
royalty-based revenue in 1997.
Footwear revenues for the first quarter of 1997 were $108.1 million, an increase
of $14.4 million, or 15.4%, from the $93.7 million reported for the first
quarter of 1996. This increase is primarily attributable to the increased unit
volume discussed above. The average selling price of footwear for the first
quarter of 1997 increased when compared to the same period in 1996. Revenues
attributable to apparel and accessories increased $7.5 million, or 22.7%, to
$40.5 million in the first quarter of 1997, compared to the same period in 1996.
The increase was primarily due to increased unit sales. The average selling
price of apparel and accessories was comparable in the first quarter of 1997 and
1996. Worldwide revenues from Timberland owned retail and factory stores for the
first quarter of 1997 were $29.7 million, representing 19.7% of total revenues
in the current quarter, compared to 18.3% in the first quarter of 1996. Domestic
retail and factory store sales were up 25.0% for the first quarter of 1997,
compared to the same period in 1996, and comparable retail and factory store
sales increased 9.2%.
Gross profit as a percentage of revenues for the first quarter of 1997 was
40.9%, up 4.9 points from the 36.0% for the first quarter of 1996. The
improvement in gross margin is due primarily to reductions in sales returns,
allowances and markdowns, and a greater proportion of higher margin products
introduced for Spring 1997.
Operating expenses were $51.1 million in the first quarter of 1997, up $8.2
million, or 19.0%, from the $42.9 million reported in the first quarter of 1996.
Operating expenses as a percentage of revenues in the first quarter of 1997 were
33.9%, compared with 33.6% in the first quarter of 1996. The dollar increase
compared to the prior year period was primarily attributable to increased
selling expenses to support increased sales volume and, with respect to general
and administrative expense, the expansion of European operations.
<PAGE> 11
Form 10-Q
Page 9
Interest expense for the first quarter of 1997 decreased by $.2 million to $4.6
million from the comparable period in 1996, due to a reduction in long-term
debt.
The effective income tax rate for the first quarter of 1997 was 30% compared to
38% for the first quarter of 1996 and 34% for the 1996 full year. The decrease
is attributable to a relative increase in Puerto Rican sourced income, which is
subject to a lower tax rate than the U.S. Federal rate.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash generated by operations during the first quarter of 1997 amounted to $16.5
million, compared to $2.1 million used during the same period in 1996. The
improvement in operating cash flow was primarily due to a $9.0 million reduction
in accounts receivable since year end 1996 and the $5.3 million improvement in
earnings in the first quarter of 1997 compared to the first quarter of 1996.
Days sales outstanding were 55 days at March 28, 1997 compared to 68 days at
March 29, 1996. Inventories declined $24.2 million, or 13.2%, from March 29,
1996. Inventory turns were 2.2 times for the first quarter of 1997 compared to
1.7 times for the first quarter of 1996.
During the first quarter of 1997, $4.5 million of cash was used in investing
activities compared to $3.4 million being used in the same period in 1996.
Capital expenditures for the first quarter of 1997 were $2.7 million, compared
to $3.5 million for the same period in 1996. During the first quarter of 1997,
$9.3 million of cash was used by financing activities compared to $.1 million of
cash used in the first quarter of 1996. The increase in cash used by financing
activities is primarily due to the Company's prepayment of $10.0 million of
unsecured notes in February 1997. On March 21, 1997, the Company's revolving
credit agreement was amended to increase the amount of Senior Notes the Company
may prepay in any year from $10 million to $55 million. The Company intends to
prepay an additional $35.3 million of long-term debt in 1997 and has classified
the prepayment in current maturities at March 28, 1997.
The Company uses unsecured revolving and committed lines of credit as the
primary sources of financing for its seasonal and other working capital
requirements. The Company's debt to capital ratio improved to 51.7% at March 28,
1997 from 53.4% at December 31, 1997 and 59.5% at March 29, 1996.
Management believes that the Company's capital needs for the remainder of 1997
will be met through its existing credit facilities and cash flows from
operations without the need for additional permanent financing. However, as
discussed in an exhibit to the Company's Form 10-K for the year ended December
31, 1996, entitled "Cautionary Statements for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995", several
risks and uncertainties could cause the Company to need to raise additional
capital through equity and/or debt financing. The availability and terms of any
such financing would be subject to prevailing market conditions and other
factors at that time.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which
will become effective during the fourth quarter of 1997. SFAS 128 will require
the Company to restate all previously reported earnings per share
<PAGE> 12
Form 10-Q
Page 10
information to conform with the new pronouncement's requirements. The Company
does not expect that adoption of SFAS 128 will have a material impact on
reported earnings per share.
<PAGE> 13
Form 10-Q
Page 11
Part II Other Information
- --------------------------
Item 1. Legal Proceedings
Reference is made to the litigation filed against the Company and two of
its officers and directors, disclosed in Item 3 of the Company's Form
10-K for the year ended December 31, 1996. On April 21, 1997, the
parties reached preliminary agreement, subject to court approval, to
settle this litigation. At this time, management does not expect the
outcome of such litigation to have a material adverse effect on the
Company's consolidated financial position, results of operations or
cash flows.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Description
------- -----------
10.12 Amendment No. 1 dated as of March 21, 1997 to the Credit
Agreement dated as of June 21, 1996 among The Timberland
Company, certain banks listed therein and Morgan Guaranty
Trust Company of New York, as Agent.
27 Financial Data Schedule
(b) Reports on Form 8-K -- There were no reports on Form 8-K filed
during the period covered by this report.
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.
The Timberland Company
-----------------------------------
(Registrant)
Date: May 9, 1997 Keith D. Monda
--------------------------- -----------------------------------
Keith D. Monda
Senior Vice President -
Finance and Administration
and Chief Financial Officer
Date: May 9, 1997 Dennis W. Hagele
--------------------------- -----------------------------------
Dennis W. Hagele
Vice President - Finance
and Corporate Controller
(Chief Accounting Officer)
<PAGE> 1
EXHIBIT 10.12
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of March 21, 1997 to the Credit Agreement dated as of
June 21, 1996 (the "CREDIT AGREEMENT") among THE TIMBERLAND COMPANY (the
"BORROWER"), the BANKS party thereto (the "BANKS") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "AGENT").
The parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment to Definition of Debt. The definition of Debt
contained in Section 1.01 of the Credit Agreement is amended to read in its
entirety as follows:
"Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) for purposes of
Section 5.13, and the definitions of Material Debt and Material Financial
Obligations, all obligations, whether contingent or non-contingent, of such
Person to reimburse or prepay any bank or other Person in respect of amounts
paid under a letter of credit, banker's acceptance or similar instrument,
whether drawn or undrawn, (vi) all Debt of others secured by a Lien on any asset
of such Person, whether or not such Debt is assumed by such Person, and (vii)
all Debt of others Guaranteed by such Person.
SECTION 3. Outside Letters of Credit. Section 5.08 of the Credit Agreement
is amended by deleting Section 5.08(b) in its entirety.
SECTION 4. Relaxation of Restrictions on Prepayments of Certain Debt.
Section 5.15 of the Credit Agreement is amended by replacing the reference to
"$10,000,000" that appears in the provision to subsection (a) thereof with
"$55,000,000".
SECTION 5. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
<PAGE> 2
SECTION 6. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 8. Effectiveness. This Amendment shall become effective on the date
when the Agent shall have received from each of the Borrower and the Required
Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE TIMBERLAND COMPANY
By: /s/ Carden N. Welsh
----------------------------------------
Title: Treasurer
BANKS
-----
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Deborah A. Brodheim
----------------------------------------
Title: Vice President
ABN AMRO BANK N.V., BOSTON
BRANCH
By: /s/ Carol A. Levine
----------------------------------------
Title: Senior Vice President
By: /s/ James E. Davis
----------------------------------------
Title: Group Vice President
THE FIRST NATIONAL BANK
OF BOSTON, as a Bank and as Issuing Bank
By: /s/ Chris Francis
----------------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ James F. T. Monhart
----------------------------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Vladimir Labun
----------------------------------------
Title: First Vice President-Manager
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 28, 1997 AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-28-1997
<CASH> 95,894
<SECURITIES> 0
<RECEIVABLES> 95,218
<ALLOWANCES> 3,669
<INVENTORY> 158,843
<CURRENT-ASSETS> 366,056
<PP&E> 105,009
<DEPRECIATION> 57,474
<TOTAL-ASSETS> 441,082
<CURRENT-LIABILITIES> 127,364
<BONDS> 136,129
0
0
<COMMON> 112
<OTHER-SE> 167,124
<TOTAL-LIABILITY-AND-EQUITY> 441,082
<SALES> 150,684
<TOTAL-REVENUES> 150,684
<CGS> 89,070
<TOTAL-COSTS> 89,070
<OTHER-EXPENSES> 421
<LOSS-PROVISION> 387
<INTEREST-EXPENSE> 4,577
<INCOME-PRETAX> 6,137
<INCOME-TAX> 1,841
<INCOME-CONTINUING> 4,296
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,296
<EPS-PRIMARY> .37
<EPS-DILUTED> 0
</TABLE>
