<PAGE> 1
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UNITED STATES OF AMERICA
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 31, 1998
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 0-19725
PERRIGO COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2799573
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
117 WATER STREET
ALLEGAN, MICHIGAN 49010
- ------------------------------- -------------------
(Address of principal (Zip Code)
executive offices)
(616) 673-8451
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock April 27, 1998
- --------------------- -----------------
without par 74,641,756 shares
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PERRIGO COMPANY
FORM 10-Q
INDEX
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated statements of income--Three months
and nine months ended March 31, 1998 and 1997 3
Condensed consolidated balance sheets--March 31, 1998
and June 30, 1997 4
Condensed consolidated statements of cash flows--
Nine months ended March 31, 1998 and 1997 5
Notes to condensed consolidated financial statements--
March 31, 1998 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
- ----------
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PERRIGO COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 223,676 $ 214,580 $ 688,187 $ 648,419
Cost of sales 167,468 156,660 506,222 472,557
---------- ---------- ---------- ----------
Gross profit 56,208 57,920 181,965 175,862
---------- ---------- ---------- ----------
Operating expenses
Distribution 8,156 7,354 23,647 21,485
Research and development 3,402 3,078 9,343 10,017
Selling and administrative 26,906 25,196 82,399 76,841
Restructuring and redesign 110 2,215 593 4,577
Unusual litigation 1,620 1,503 5,355 4,799
---------- ---------- ---------- ----------
40,194 39,346 121,337 117,719
---------- ---------- ---------- ----------
Operating income 16,014 18,574 60,628 58,143
Interest and other expense 688 374 1,752 1,445
---------- ---------- ---------- ----------
Income before income taxes 15,326 18,200 58,876 56,698
Income taxes 5,851 6,600 21,751 20,690
---------- ---------- ---------- ----------
Net income $ 9,475 $ 11,600 $ 37,125 $ 36,008
========== ========== ========== ==========
Basic earnings per share $ 0.13 $ 0.15 $ 0.50 $ 0.47
========== ========== ========== ==========
Diluted earnings per share $ 0.13 $ 0.15 $ 0.49 $ 0.47
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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PERRIGO COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1998 1997
----------- -----------
ASSETS (Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,136 $ 14,356
Accounts receivable, net of allowances of $3,556 and
$3,026, respectively 103,758 93,367
Inventories 196,940 161,473
Prepaid expenses and other current assets 14,726 13,182
----------- ----------
Total current assets 317,560 282,378
Property and equipment 417,616 358,913
Less accumulated depreciation 146,829 123,053
----------- ----------
270,787 235,860
Goodwill, net of accumulated amortization of $15,522 and
$12,467, respectively 48,927 40,834
Other 13,015 9,305
----------- ----------
$ 650,289 $ 568,377
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 73,984 $ 63,846
Payrolls and related taxes 14,791 17,219
Accrued expenses 28,860 29,932
Income taxes 5,089 1,450
Current installments on long-term debt 5,235 300
----------- ----------
Total current liabilities 127,959 112,747
Deferred income taxes 29,209 28,215
Long-term debt, less current installments 59,551 1,540
Minority interest 269 -
Shareholders' equity
Preferred stock, without par value, 10,000 shares
authorized, none issued - -
Common stock, without par value, 200,000 shares
authorized, 74,642 and 76,516 issued, respectively 116,080 145,779
Retained earnings 317,221 280,096
----------- ----------
Total shareholders' equity 433,301 425,875
----------- ----------
$ 650,289 $ 568,377
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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PERRIGO COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
1998 1997
-------- --------
<S> <C> <C>
Cash Flows From (For) Operating Activities:
Net income $ 37,125 $ 36,008
Depreciation and amortization 22,497 21,698
----------- -----------
59,622 57,706
Accounts receivable (7,075) (7,643)
Inventories (33,038) (5,566)
Accounts payable 8,863 10,877
Other (1,610) 11,734
----------- -----------
Net cash from operating activities, net of
amounts acquired from business acquisitions 26,762 67,108
----------- -----------
Cash Flows For Investing Activities:
Additions to property and equipment (49,007) (13,066)
Business acquisitions, net of cash acquired (15,827) -
Other (2,877) (506)
----------- -----------
Net cash for investing activities (67,711) (13,572)
----------- -----------
Cash Flows From (For) Financing Activities:
Borrowings of long-term debt 58,428 -
Repayments of long-term debt - (47,300)
Issuance of common stock 496 201
Repurchase of common stock (30,195) -
----------- -----------
Net cash from (for) financing activities 28,729 (47,099)
----------- -----------
Net (Decrease) Increase in Cash (12,220) 6,437
Cash and Cash Equivalents, at Beginning of Period 14,356 176
----------- -----------
Cash and Cash Equivalents, at End of Period $ 2,136 $ 6,613
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 1,966 $ 1,367
Income taxes paid $ 18,603 $ 17,624
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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PERRIGO COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
NOTE A - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals and other adjustments) considered
necessary for a fair presentation have been included. Operating results for
the three and nine month periods ended March 31, 1998 are not necessarily
indicative of the results that may be expected for the year ending June 30,
1998. The unaudited condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended June
30, 1997.
Foreign currency-denominated assets and liabilities are translated into
U.S. dollars at the exchange rates existing at the balance sheet date. Income
and expense items are translated at the average exchange rates during the
respective periods. Translation adjustments resulting from fluctuations in the
exchange rates are recorded in the income statement. Gains and losses
resulting from exchange rate fluctuations on transactions denominated in
currencies other than the functional currency are not material.
NOTE B - INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
March 31, June 30,
1998 1997
---- ----
(in thousands)
<S> <C> <C>
Finished goods $90,957 $77,953
Work in process 69,097 53,291
Raw materials 36,886 30,229
------- -------
$196,940 $161,473
======== ========
</TABLE>
NOTE C - RESTRUCTURING AND REDESIGN COSTS
For the nine months ended March 31, 1998, the condensed consolidated
statement of income includes $593 of restructuring and redesign costs expensed
as incurred related primarily to business process redesign. In addition, $175
of costs were paid, primarily related to severance and employee benefit costs
that had been accrued in a previous period. As of March 31, 1998,
$644 remains in accrued liabilities.
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NOTE D - COMMITMENTS AND CONTINGENCIES
For the nine months ended March 31, 1998, the condensed consolidated
statement of income includes $5,355 of unusual litigation costs related to a
purported class action and other legal matters as described in the Company's
annual report on Form 10-K for the year ended June 30, 1997. The Company
believes the actions and claims are without merit or are covered by insurance
and continues to vigorously defend against these actions.
NOTE E - EARNINGS PER SHARE
In February, 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128, "Earnings Per Share." The Statement simplifies the standards for
computing earnings per share (EPS) and makes them comparable to international
EPS standards. The Statement requires the presentation of both "basic" and
"diluted" EPS on the face of the income statement with a supplementary
reconciliation of the numerators and denominators used in the calculations.
The Statement is effective for financial statements issued for periods after
December 15, 1997, including interim periods.
A reconciliation of the numerators and denominators used in the "basic"
and "diluted" EPS calculations follows:
<TABLE>
<CAPTION>
3 months ended 9 months ended
March 31, March 31,
1998 1997 1998 1997
----- ------ ------ ------
<S> <C> <C> <C> <C>
Numerator:
Net income used for both "basic"
and "diluted" EPS calculation $9,475 $11,600 $37,125 $36,008
======= ======= ======= =======
Denominator:
Weighted average shares outstanding
for the period - used for "basic"
EPS calculation 74,622 76,549 74,960 76,409
Dilutive effect of stock options 699 816 982 746
------- ------- ------- -------
Weighted average shares outstanding
for the period - used for "diluted"
EPS calculation 75,321 77,365 75,942 77,155
======= ======= ======= =======
</TABLE>
Earnings per share for the three month and nine month periods ended March
31, 1997 have been restated to conform to SFAS No. 128.
NOTE F - NEW ACCOUNTING STANDARDS
In June, 1997, the FASB issued two new disclosure standards, as follows:
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes in equity
except those resulting from
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investments by owners and distributions to owners. Among other disclosures,
SFAS No. 130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which supersedes SFAS No. 14, "Financial Reporting for Segments
of a Business Enterprise," establishes standards for the way that public
enterprises report information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements issued to the public. It also
establishes standards for disclosures regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments
as components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
Both of these new standards are effective for financial statements for
fiscal years beginning after December 15, 1997 and require comparative
information for earlier years to be restated. The implementation of these new
standards will not affect results of operations and financial position, but may
have an impact on future financial statement disclosures.
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
The Company's net sales increased by $9,096 or 4.2% to $223,676 for the
third quarter of fiscal year 1998, from $214,580 during the same period in
fiscal year 1997. The increase was primarily due to an increase in unit sales
to existing customers of vitamins and an increase in international sales,
partially offset by a decrease in analgesic and cough and cold products.
Gross profit decreased $1,712 or 3.0% for the third quarter of fiscal year
1998 compared to the same period in fiscal year 1997. The gross profit
percentage for the third quarter of fiscal year 1998 was 25.1 % compared to
27.0% for the same period in fiscal year 1997. The decrease in gross profit
percentage was primarily due to increases in sales of lower margin personal
care and vitamin products, competitive pricing pressures and outsourcing costs
incurred to meet customer needs.
Operating expenses increased $848 or 2.2% for the third quarter of fiscal
year 1998 compared to the same period in fiscal year 1997. Operating expenses
as a percentage of net sales were 17.9% for the third quarter of fiscal year
1998 compared to 18.3% for the third quarter of fiscal year 1997. Operating
expenses consist of distribution, research and development, selling and
administration, restructuring and redesign and unusual litigation costs.
Excluding restructuring and redesign and unusual litigation costs, operating
expenses were 17.2% of net sales for the third quarter of fiscal year 1998
compared to 16.6% of net sales for the same period in fiscal year 1997.
Distribution expenses increased $802 or 10.9% from the third quarter of fiscal
year 1997 primarily due to increased shipment volume and higher warehouse costs
incurred in support of customers' delivery requirements. Distribution expense
as a percentage of net sales was 3.6% for the third quarter of fiscal year
1998, compared to 3.4% for the third quarter of fiscal year 1997. Research and
development expenses increased $324 or 10.5% from the third quarter of fiscal
year 1997 primarily due to the timing of expenses related to the development of
new products which are approved through the FDA's Abbreviated New Drug
Application (ANDA) process. Research and development expenses for fiscal year
1998 are expected to be higher than the fiscal year 1997 expenses. Research
and development expense as a percentage of net sales was 1.5% for the third
quarter of fiscal year 1998 compared to 1.4% for the third quarter of fiscal
year 1997. Selling and administrative expenses increased $1,710 or 6.8% from
the third quarter of fiscal year 1997. The increase was primarily due to costs
incurred to support the higher sales volume and was offset by a reduction in
incentive compensation expense and a reduction in business taxes due to a tax
ruling that favors the Company. Without the benefit of these lower expenses,
selling and administrative expenses would have exceeded 13.0% for the quarter.
Selling and administrative expense as a percentage of net sales was 12.0% for
the third quarter of fiscal year 1998 compared to 11.7% for the third quarter
of fiscal year 1997. Restructuring and redesign and unusual litigation costs
decreased $1,988 or 53.5% from the third quarter of fiscal year 1997. Fiscal
year 1997 restructuring expenses were higher primarily due to the expenses
related to the closing of the Company's truck fleet operations in the third
quarter. See Notes C and D to the condensed consolidated financial statements.
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Interest expense increased to $762 for the third quarter of fiscal year
1998 from $374 for the same period in fiscal year 1997 due to higher
borrowing levels. Other income was $74 for the third quarter of fiscal year
1998 versus $0 for the same period of fiscal year 1997.
The effective income tax rate was 38.2% for the third quarter of fiscal
year 1998 compared to 36.3% for the third quarter of fiscal year 1997. The
increase was primarily due to foreign income taxes.
NINE MONTHS ENDED MARCH 31, 1998 AND 1997
The Company's net sales increased by $39,768 or 6.1% to $688,187 for the
first nine months of fiscal year 1998, from $648,419 during the same period in
fiscal year 1997. The increase was primarily due to increases in unit sales to
existing customers of vitamins, antacids, hair care products and nutritional
drinks and an increase in international sales.
Gross profit increased $6,103 or 3.5% for the first nine months of fiscal
year 1998 compared to the same period in fiscal year 1997. The gross profit
percentage for the first nine months of fiscal year 1998 was 26.4% compared to
27.1% for the same period in fiscal year 1997. The decrease in gross profit
percentage was primarily due to increases in sales of lower margin personal
care and vitamin products, competitive pricing pressures and outsourcing costs
incurred to meet customer needs.
Operating expenses increased $3,618 or 3.1% for the first nine months of
fiscal year 1998 compared to the same period in fiscal year 1997. Operating
expenses as a percentage of net sales were 17.6% for the first nine months of
fiscal year 1998 compared to 18.2% for the same period of fiscal year 1997.
Excluding restructuring and redesign and unusual litigation costs, operating
expenses were 16.8% of net sales for the first nine months of fiscal year 1998
compared to 16.7% of net sales for the same period in fiscal year 1997.
Distribution expenses increased $2,162 or 10.1% from the first nine months of
fiscal year 1997 primarily due to increased shipment volume and higher
warehouse costs incurred in support of customers' delivery requirements.
Distribution expense as a percentage of net sales was 3.4% for the first nine
months of fiscal year 1998, compared to 3.3% for the same period of fiscal year
1997. Research and development expenses decreased $674 or 6.7% from the first
nine months of fiscal year 1997 primarily due to the timing of expenses related
to the development of new products which are approved through the FDA's ANDA
process. As noted earlier, research and development expenses for fiscal year
1998 are expected to be higher than the fiscal year 1997 expenses. Research
and development expense as a percentage of net sales was 1.4% for the first
nine months of fiscal year 1998 compared to 1.5% for the same period of fiscal
year 1997. Selling and administrative expenses increased $5,558 or 7.2% from
the first nine months of fiscal year 1997 primarily due to the higher sales
volume. Selling and administrative expense as a percentage of net sales was
12.0% for the first nine months of fiscal years 1998 compared to 11.9% for the
same period of fiscal year 1997. Restructuring and redesign and unusual
litigation costs decreased $3,428 or 36.6% from the first nine months of fiscal
year 1997. Fiscal year 1997 restructuring expenses were higher primarily due
to the expenses related to the closing of the Company's truck fleet operations
in the third quarter. See Notes C and D to the condensed consolidated financial
statements.
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<PAGE> 11
Interest expense decreased to $1,434 for the first nine months of fiscal
year 1998 from $1,445 for the same period in fiscal year 1997. Other expense
was $318 for the nine months of fiscal year 1998 versus $0 for the same period
of fiscal year 1997.
The effective income tax rate was 36.9% for the first nine months of
fiscal year 1998 compared to 36.5% for the same period of fiscal year 1997.
The increase was primarily due to foreign income taxes.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal year 1998, working capital net of
the effect of the business acquisition described below increased $18,076 and
cash flow from operating activities was $26,762. Changes in working capital
are net of the effect of the business acquisition described below. Accounts
receivable increased $7,075 due to increased sales and the timing of cash
receipts, inventories increased $33,038 due partially to lower than anticipated
sales in the cough and cold and analgesics product categories, and accounts
payable increased $8,863 due to materials and component purchases related to
production increases.
The Company's capital expenditures for facilities and equipment were
$49,007 for the nine months ended December 31, 1997. In order to support the
business process redesign effort and ongoing growth in sales, the Company is
investing in a number of projects. Planned capital expenditures will require
approximately $65,000 to $70,000 during fiscal year 1998, principally for
construction of two new distribution facilities, expansion of manufacturing
facilities for nutritional products, and capital costs related to the
implementation of an integrated software package that was purchased in fiscal
year 1997 which is expected to be installed in early fiscal year 1999. The
Company plans to finance capital expenditures with cash flows from operations
and, if required, additional borrowings on its existing lines of credit.
In September 1997, the Company acquired 87.8% of the outstanding shares of
Quimica y Farmacia, S.A. de C.V. for approximately $16,000. The purchase was
funded by cash generated from operations and cash provided from financing
activities. Quimica y Farmacia, S.A. de C.V. is a pharmaceutical manufacturer
and distributor located in Mexico. The assets, liabilities, sales and profits
of this acquisition, which are not considered material to the Company are
included in the consolidated financial statements since the acquisition date.
During the first nine months of fiscal year 1998, the Company purchased
2,116 shares of common stock for $30,195 under its common stock repurchase
program. The common stock was retired.
YEAR 2000 COMPLIANCE
The Company, in 1996, began the review implementation of a new integrated
software package which is expected to replace a significant portion of its
current system in early fiscal year 1999. The Company performed a review of
its current computer-based systems and the new integrated system in order to
determine modifications needed to the systems for the Year 2000. Based on this
review, the Company does not expect the costs of systems modifications to be
material to the
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<PAGE> 12
Company and currently anticipates that the modifications will be completed
prior to the year 2000. The Company does not expect that the cost of its Year
2000 compliance program will be material to its financial condition or results
of operations. In addition, the Company has initiated procedures to identify
key suppliers and customers with potential Year 2000 issues. Currently, the
Company does not have substantive information concerning the compliance status
of its suppliers and customers.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
In accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, please see Perrigo Company's Form 10-K for the
fiscal year ended June 30, 1997, under the heading "Safe Harbor For
Forward-Looking Statements," for a discussion of certain important factors as
they relate to forward-looking statements contained in this quarterly report.
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<PAGE> 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit Number Description
-------------- -----------
3(a) Amended and Restated Articles of Incorporation of Registrant,
incorporated by reference from Amendment No. 2 to Registration
Statement No. 33-43834 filed by the Registrant on September
23, 1993.
3(b) Restated Bylaws of Registrant, dated April 10, 1996,
incorporated by reference from the Registrant's Form 8-K filed
on April 10, 1996.
4(a) Shareholders' Rights Plan, incorporated by reference from the
Registrant's Form 8-K filed on April 10, 1996.
10(a) Credit Agreement, dated June 30, 1996, between the Registrant
and NBD Bank, N.W., Sanwa Bank, Comerica Bank-Detroit, PNC
Bank, Westdeutsche Landesbank Girozentrale and Old Kent Bank
and Trust Company, incorporated by reference from the
Registrant's 1996 Form 10-K filed on September 25, 1996.
10(b) Registrant's Management Incentive Plan, incorporated by
reference from Registration Statement No. 33-69324 filed by
the Registrant on September 23, 1993.
10(c) Registrant's 1988 Employee Incentive Stock Option Plan as
amended, incorporated by reference to Exhibit A of the
Registrant's 1995 proxy statement.
10(d) Registrant's 1989 Non-Qualified Stock Option Plan for
Directors, incorporated by reference from the Registration
Statement No. 33-43834 filed by the Registrant on November 8,
1991.
27 Financial Data Schedule
(b) The Company filed no reports on Form 8-K during the three months ended
March 31, 1998.
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<PAGE> 14
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.
PERRIGO COMPANY
---------------
(Registrant)
Date: May 1, 1998 /s/Michael J. Jandernoa
-------------------------------
Michael J. Jandernoa
Chairman of the Board and Chief
Executive Officer
Date: May 1, 1998 /s/Thomas J. Ross
-------------------------------
Thomas J. Ross
Vice President Finance -
Principal Accounting and Financial
Officer
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,136
<SECURITIES> 0
<RECEIVABLES> 103,758
<ALLOWANCES> 3,556
<INVENTORY> 196,940
<CURRENT-ASSETS> 317,560
<PP&E> 417,616
<DEPRECIATION> 146,829
<TOTAL-ASSETS> 650,289
<CURRENT-LIABILITIES> 127,959
<BONDS> 64,786
0
0
<COMMON> 116,080
<OTHER-SE> 317,221
<TOTAL-LIABILITY-AND-EQUITY> 650,289
<SALES> 688,187
<TOTAL-REVENUES> 688,187
<CGS> 506,222
<TOTAL-COSTS> 506,222
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 522
<INTEREST-EXPENSE> 1,323
<INCOME-PRETAX> 58,876
<INCOME-TAX> 21,751
<INCOME-CONTINUING> 37,125
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,125
<EPS-PRIMARY> .50
<EPS-DILUTED> .49
</TABLE>
