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 1-10879
AMPHENOL CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 22-2785165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
358 Hall Avenue, Wallingford, Connecticut 06492
203-265-8900
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Indicate by check mark whether the Registrant (1) has filed 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 |_|
As of April 1, 1998, the total number of shares outstanding of Class A Common
Stock was 17,534,380. There are no shares outstanding of Class B Common Stock.
<PAGE>
AMPHENOL CORPORATION
Index to Quarterly Report
on Form 10-Q
Page
----
Part I Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
March 31, 1998 and December 31, 1997 3
Condensed Consolidated Statement of Income
Three months ended March 31, 1998 and 1997 5
Condensed Consolidated Statement of Changes
in Shareholders' Deficit
Three months ended March 31, 1998 6
Condensed Consolidated Statement of Changes
in Shareholders' Equity
Three months ended March 31, 1997 7
Condensed Consolidated Statement of Cash Flow
Three months ended March 31, 1998 and 1997 8
Notes to Condensed Consolidated Financial
Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Part II Other Information
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote
of Security-Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 19
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in thousands)
March 31, December 31,
1998 1997
------------ ------------
(Unaudited)
A S S E T S
Current Assets:
Cash and short-term cash investments......... $ 6,088 $ 4,713
Accounts receivable, less allowance
for doubtful accounts of $1,823
and $1,633, respectively................... 78,112 70,037
Inventories.................................. 168,153 167,010
Prepaid expenses and other assets............ 12,667 13,020
-------- --------
Total current assets........................... 265,020 254,780
-------- --------
Land and depreciable assets, less
accumulated depreciation of
$173,162 and $169,784, respectively.......... 113,865 111,592
Deferred debt issuance costs................... 18,691 19,377
Excess of cost over fair value of net
assets acquired.............................. 336,410 339,223
Other assets................................... 13,018 12,182
-------- --------
$747,004 $737,154
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in thousands)
March 31, December 31,
1998 1997
----------- ------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable.............................. $ 62,141 $ 64,255
Accrued interest.............................. 18,362 11,442
Other accrued expenses........................ 43,893 41,345
Current portion of long-term debt............. 112 212
-------- --------
Total current liabilities....................... 124,508 117,254
-------- --------
Long-term debt.................................. 931,946 937,277
Deferred taxes and other liabilities............ 25,294 25,748
Shareholders' Deficit:
Common stock.................................. 20 20
Additional paid-in deficit.................... (511,544) (511,584)
Accumulated earnings.......................... 188,024 178,351
Cumulative translation adjustment............. (11,244) (9,912)
-------- --------
Total shareholders' deficit..................... (334,744) (343,125)
-------- --------
$747,004 $737,154
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(dollars in thousands, except per share data)
Three months ended
March 31,
---------------------
1998 1997
-------- --------
Net sales....................................... $228,541 $211,773
Costs and expenses:
Cost of sales, excluding depreciation
and amortization............................. 149,069 137,522
Depreciation and amortization expense......... 5,405 4,865
Selling, general and administrative expense... 32,684 30,467
Amortization of goodwill...................... 2,828 2,830
-------- --------
Operating income................................ 38,555 36,089
Interest expense................................ (20,302) (6,422)
Other expenses, net............................. (1,079) (1,217)
-------- --------
Income before income taxes...................... 17,174 28,450
Provision for income taxes...................... 7,501 10,953
-------- --------
Net income...................................... $ 9,673 $ 17,497
======== ========
Net income per common share..................... $.55 $.39
==== ====
Average common shares outstanding............... 17,533,799 44,720,024
========== ==========
Net income per common share
assuming dilution............................. $.54 $.39
---- ----
Average common shares outstanding
assuming dilution............................. 17,941,716 44,798,682
========== ==========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' DEFICIT
for the three months ended March 31, 1998
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other Total
Common Paid-in Comprehensive Accumulated Comprehensive Shareholders'
Stock Deficit Income Earnings Loss Deficit
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance
at December 31, 1997........... $20 ($511,584) $178,351 ($9,912) ($343,125)
Comprehensive income:
Net income..................... [ $9,673 ] 9,673 9,673
-------
Other comprehensive loss, net
of tax:
Foreign currency translation
adjustment.................. (1,332) (1,332) (1,332)
-------
Comprehensive income............. [ $8,341 ]
=======
Other adjustments................ 40 40
-------- -------- -------- -------- --------
Ending balance at March 31, 1998. $20 ($511,544) $188,024 ($11,244) ($334,744)
======== ======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
for the three months ended March 31, 1997
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other Treasury Total
Common Paid-in Comprehensive Accumulated Comprehensive Stock Shareholders'
Stock Capital Income Earnings Loss at Cost Equity
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning balance
at December 31, 1996........... $47 $265,425 $151,634 ($3,887) ($52,671) $360,548
Comprehensive income:
Net income..................... [ 17,497 ] 17,497 17,497
-------
Other comprehensive loss, net
of tax:
Foreign currency translation
adjustment................. (4,475) (4,475)
Unrealized loss on securities (1,357) (1,357)
-------
Other comprehensive loss....... (5,832) (5,832)
-------
Comprehensive income............. [ $11,665 ]
=======
Other adjustments................ 21 21
-------- -------- -------- -------- -------- --------
Ending balance at March 31, 1997. $47 $265,446 $169,131 ($9,719) ($52,671) $372,234
======== ======== ======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
(dollars in thousands)
Three Months Ended
March 31,
---------------------
1998 1997
-------- --------
Net income....................................... $ 9,673 $17,497
Adjustments for cash from operations:
Depreciation and amortization.................. 8,233 7,695
Amortization of deferred debt issuance costs... 686 173
Net change in non-cash components of
working capital............................... (3,793) 2,833
------- -------
Cash flow provided by operations................. 14,799 28,198
------- -------
Cash flow from investing activities:
Capital additions, net......................... (7,569) (4,555)
------- -------
Cash flow used by investing activities........... (7,569) (4,555)
------- -------
Cash flow from financing activities:
Net change in borrowings under revolving
credit facilities.......................... (855) (20,805)
Decrease in long-term debt..................... (5,000) --
------- -------
Cash flow used by financing activities........... (5,855) (20,805)
------- -------
Net change in cash and short-term
cash investments............................... 1,375 2,838
Cash and short-term cash investments
balance, beginning of period................... 4,713 3,984
------- -------
Cash and short-term cash investments
balance, end of period......................... $ 6,088 $ 6,822
======= =======
Cash paid during the period for:
Interest....................................... $12,674 $ 601
Income taxes paid, net of refunds.............. 3,653 699
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
Note 1 - Principles of Consolidation and Interim Financial Statements
- ---------------------------------------------------------------------
The condensed consolidated balance sheet as of March 31, 1998 and December
31, 1997, and the related condensed consolidated statements of income and of
changes in shareholders' equity (deficit) and of cash flow for the three months
ended March 31, 1998 and 1997 include the accounts of the Company and its
subsidiaries. The interim financial statements included herein are unaudited. In
the opinion of management all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of such interim financial
statements have been included. The results of operations for the three months
ended March 31, 1998 are not necessarily indicative of the results to be
expected for the full year. These financial statements should be read in
conjunction with the financial statements and notes included in the Company's
1997 Annual Report on Form 10-K.
In June 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 (FAS 130), "Reporting Comprehensive
Income" which requires a statement of comprehensive income to be included in the
financial statements for fiscal years beginning after December 15, 1997. The
Company has adopted the statement and the appropriate disclosure is reflected in
the accompanying Condensed Consolidated Statement of Changes in Shareholders'
Equity (Deficit).
Note 2 - Inventories
- --------------------
Inventories consist of:
March 31, December 31,
1998 1997
--------- ------------
(Unaudited)
Raw materials and supplies......... $ 21,842 $ 21,115
Work in process.................... 98,659 96,833
Finished goods..................... 47,652 49,062
-------- --------
$168,153 $167,010
======== ========
Note 3 - Commitments and Contingencies
- --------------------------------------
In the course of pursuing its normal business activities, the Company is
involved in various legal proceedings and claims. Management does not expect
that amounts, if any, which may be required to be paid by reason of such
proceedings or claims will have a material effect on the Company's financial
condition or results of operations.
<PAGE>
Subsequent to the acquisition of Amphenol from Allied Signal Corporation
("Allied") in 1987, Amphenol and Allied have been named jointly and severally
liable as potentially responsible parties in relation to several environmental
cleanup sites. Amphenol and Allied have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these sites is apportioned between Amphenol and
Allied based on an agreement entered into in connection with the acquisition.
For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
the first $13,000 of costs were borne by Amphenol and had been incurred as of
December 31, 1996. Allied is obligated to pay 80% of the excess over $13,000 and
100% of the excess over $30,000. Management does not believe that the costs
associated with resolution of these or any other environmental matters will have
a material adverse effect on the Company's financial condition or results of
operations.
A subsidiary of the Company has an agreement with a financial institution
whereby the subsidiary can sell an undivided interest of up to $60,000 in a
designated pool of qualified accounts receivable. The agreement expires in 2004.
Under the terms of the agreement, new receivables are added to the pool as
collections reduce previously sold accounts receivable. The Company services,
administers and collects the receivables on behalf of the purchaser. Fees
payable to the purchaser under this agreement are equivalent to rates afforded
high quality commercial paper issuers plus certain administrative expenses and
are included in other expenses, net, in the accompanying Consolidated Statement
of Income. The agreement contains certain covenants and provides for various
events of termination. In certain circumstances the Company is contingently
liable for the collection of the receivables sold; management believes that its
allowance for doubtful accounts is adequate to absorb the expense of any such
liability. During 1997, the Company adopted SFAS No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
Adoption had no effect on the Company's financial statements. At March 31, 1998
and December 31, 1997, approximately $60,000 in receivables were sold under the
agreement and are therefore not reflected in the accounts receivable balance in
the accompanying Condensed Consolidated Balance Sheet at that date.
Note 4 - Merger and Recapitalization
- ------------------------------------
On May 19, 1997, the Company merged with NXS Acquisition Corp., a wholly
owned subsidiary of KKR 1996 Fund L.P., KKR Partners II, L.P., and NXS
Associates, L.P., limited partnerships formed at the direction of Kohlberg
Kravis Roberts & Co. L.P. ("KKR"). The Merger had the effect of affiliates of
KKR investing $341,041 in exchange for 13,116,955 shares, or 75% of the
Company's common stock. Such equity proceeds, along with $240,000 of proceeds
from the sale of 9 7/8% Senior Subordinated Notes due 2007 and borrowings of
$750,000 under a $900,000 bank loan agreement ("Bank Agreement") were used to
repurchase 40,325,240 shares of the Company's common stock for $1,048,490,
purchase all of the Company's outstanding 10.45% Senior Notes and substantially
all of the Company's 12 3/4% Subordinated Debentures for $211,153 and pay fees
and expenses of $59,436, including $18,000 paid to KKR and $39,292 relating to
the issuance of new debt.
<PAGE>
The Merger and related transactions were recorded as a Recapitalization
("Merger and Recapitalization"). Expenses of $17,644 related to the repurchase
of the Company's common stock were reflected as a reduction of additional
paid-in capital; other expenses of approximately $2,500, primarily relating to
the buyout of certain stock options, were reflected in the 1997 Consolidated
Statement of Income. Supplemental earnings per share for the three months ended
March 31, 1997 assuming the Merger and Recapitalization was completed at the
beginning of 1997 was $.32.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands, except per share data)
Results of Operations
- ---------------------
Three months ended March 31, 1998 compared to three months ended March 31, 1997
- -------------------------------------------------------------------------------
Net sales increased approximately 8% to $228,541 in the first quarter of
1998 compared to sales of $211,773 for the same period in 1997. The increase is
attributable to increased sales of interconnect products particularly in the
aerospace, industrial and communications markets. Currency translation had the
effect of reducing sales in the first quarter 1998 by approximately $5.2 million
when compared to exchange rates for the 1997 period.
The gross profit margin as a percentage of net sales (including
depreciation in cost of sales) remained constant at approximately 33% for the
three months ended March 31, 1998 compared to the 1997 period.
Selling, general and administrative expenses as a percentage of net sales
remained constant at approximately 14% for the three months ended March 31, 1998
compared to the 1997 period.
Interest expense for the first quarter of 1998 was $20,302 compared to
$6,422 for the first quarter of 1997. The increase is due to increased debt
levels resulting from the Merger and Recapitalization which closed on May 19,
1997 (Note 4).
The provision for income taxes for the three months ended March 31, 1998
was $7,501 compared to $10,953 in 1997. The 1998 estimated effective tax rate of
approximately 44% reflects federal, state and foreign taxes.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities was $14,799 in the quarter ended
March 31, 1998 compared to $28,198 in the 1997 period. The decrease in cash flow
relates primarily to increased interest payments ($12,674 in 1998 and $601 in
1997) on borrowings resulting from the Merger and Recapitalization (Note 4) and
to a net increase in non-cash components of working capital.
<PAGE>
Cash from operating activities in 1998 and 1997 was used to fund capital
expenditures of $7,569 and $4,555, and to repay indebtedness of $5,855 and
$20,805, respectively.
In conjunction with the Merger and Recapitalization, the Company entered
into a $900 million Bank Agreement with a syndicate of financial institutions,
comprised of a $150 million revolving credit facility that expires in the year
2004 and a $750 million term loan facility - $350 million (Tranche A) maturing
over a 7 year period ending 2004, $200 million (Tranche B) maturing in 2005 and
$200 million (Tranche C) maturing in 2006. In October 1997, the Company
negotiated an amendment to the term loan under the Bank Agreement. The amendment
extinguished the Tranche B and C indebtedness with borrowings under a new $375
million Term Loan Tranche B. The new Term Loan Tranche B has required
amortization in 2005 and 2006. At March 31, 1998 the Company had prepaid $70
million of the term loan. The credit agreement requires the maintenance of
certain interest coverage and leverage ratios, and includes limitations with
respect to, among other things, indebtedness, and restricted payments, including
dividends on the Company's common stock. At March 31, 1998 there were $681
million of borrowings outstanding under the term loan facility and there were no
amounts outstanding under the revolving credit facility.
In July 1997, the Company entered into interest rate protection agreements
that effectively fix the Company's interest cost on $450 million of borrowings
under the Bank Agreement to the extent that LIBOR interest rates remain below 7%
for $300 million of borrowings and below 8% for $150 million of borrowings.
The Company's EBITDA as defined in the Bank Agreement was $47.5 million
and $44.2 million for the three months ended March 31, 1998 and 1997,
respectively. EBITDA is not a defined term under Generally Accepted Accounting
Principles (GAAP) and is not an alternative to operating income or cash flow
from operations as determined under GAAP. The Company believes that EBITDA
provides additional information for determining its ability to meet future debt
service requirements; however, EBITDA does not reflect cash available to fund
cash requirements.
The Company's primary ongoing cash requirements will be for debt service,
capital expenditures and product development activities. The Company's debt
service requirements consist primarily of principal and interest on bank
borrowings and interest on Senior Subordinated Notes due 2007. The Company has
not paid, and does not have any present intention to commence payment of, cash
dividends on its Common Stock. The Company expects that ongoing requirements for
debt service, capital expenditures and product development activities will be
funded by internally-generated cash flow and availability under the Company's
revolving credit facility.
Environmental Matters
- ---------------------
Subsequent to the acquisition of Amphenol from Allied in 1987, Amphenol
and Allied have been named jointly and severally liable as potentially
responsible parties in relation to several environmental cleanup sites. Amphenol
and Allied have jointly consented to perform certain investigations and remedial
and
<PAGE>
monitoring activities at two sites and they have been jointly ordered to perform
work at another site. The responsibility for costs incurred relating to these
sites is apportioned between Amphenol and Allied based on an agreement entered
into in connection with the acquisition. For sites covered by this agreement, to
the extent that conditions or circumstances occurred or existed at the time of
or prior to the acquisition, the first $13,000 of costs were borne by Amphenol
and had been incurred as of December 31, 1996. Allied is obligated to pay 80% of
the excess over $13,000 and 100% of the excess over $30,000. Management does not
believe that the costs associated with resolution of these or any other
environmental matters will have a material adverse effect on the Company's
financial condition or results of operations.
Future Accounting Changes
- -------------------------
In June 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 (FAS 131), "Disclosures about Segments of
an Enterprise and Related Information" which requires disclosure of certain
information about operating segments and about products and services, the
geographic areas in which a company operates and their major customers. Any
resulting change in disclosure will be reflected in the year ended December 31,
1998 Consolidated Financial Statements.
In February 1998 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 132 (FAS 132), "Employers' Disclosures
about Pensions and Other Postretirement Benefits" which revises and standardizes
the disclosure requirements for pensions and other postretirement benefits,
requires additional information on changes in the benefit obligations and fair
values of the plan assets and eliminates certain disclosures that are considered
no longer useful. The disclosure changes resulting from this standard will be
reflected in the year ended December 31, 1998 Consolidated Financial Statements.
Safe Harbor Statement
- ---------------------
Statements in this report that are not strictly historical are
"forward-looking" statements which should be considered as subject to the many
uncertainties that exist in the Company's operations and business environment.
These uncertainties which include, among other things, economic and currency
conditions, market demand and pricing and competitive and cost factors are set
forth in the Company's 1997 Annual Report on Form 10-K.
<PAGE>
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Reference is made to the Company's 1997 Annual Report on Form 10-K, (the
"10-K").
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits
2.1 Agreement and Plan of Merger dated as of January 23, 1997 between NXS
Acquisition Corp. and Amphenol Corporation (incorporated by reference to
Current Report on Form 8-K dated January 23, 1997).**
2.2 Amendment, dated as of April 9, 1997, to the Agreement and Plan of Merger
between NXS Acquisition Corp. and Amphenol Corporation, dated as of
January 23, 1997 (incorporated by reference to the Registration Statement
on Form S-4 (registration No. 333-25195) filed on April 15, 1997).**
3.1 Certificate of Merger, dated May 19, 1997 (including Restated Certificate
of Incorporation of Amphenol Corporation)(filed as Exhibit 3.1 to the
June 30, 1997 10-Q).**
3.2 By-Laws of the Company as of May 19, 1997 - NXS Acquisition Corp. By-Laws
(filed as Exhibit 3.2 to the June 30, 1997 10-Q).**
4.1 Indenture between Amphenol Corporation and IBJ Schroeder Bank and Trust
Company, as Trustee, dated as of May 19, 1997, relating to Senior
Subordinated Notes due 2007 (filed as Exhibit 4.1 to the June 30, 1997
10-Q).**
* Filed herewith
** Previously filed
<PAGE>
10.1 Amended and Restated Receivables Purchase Agreement dated as of May 19,
1997 among Amphenol Funding Corp., the Company, Pooled Accounts Receivable
Capital Corporation and Nesbitt Burns Securities, Inc., as Agent (filed as
Exhibit 10.1 to the June 30, 1997 10-Q).**
10.2 Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997
among the Originators named therein, Amphenol Funding Corp. and the
Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).**
10.3 Credit Agreement dated as of May 19, 1997 among the Company, Amphenol
Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the
Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent,
the Bank of New York, as Documentation Agent and Bankers Trust Company, as
Administrative Agent and Collateral Agent (filed as Exhibit 10.3 to the
June 30, 1997 10-Q).**
Management Contracts and Compensatory Plans (Exhibits 10.4 through 10.11).
--------------------------------------------------------------------------
10.4 1997 Amphenol Incentive Plan (filed as Exhibit 10.13 to the 1996 10-K).**
10.5 1998 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31,
1997 10-K).**
10.6 Amended and Restated Salaried Employees Pension Plan of Amphenol
Corporation (filed as Exhibit 10.12 to the 1994 10-K).**
10.7 Amended and Restated LPL Technologies Inc. Retirement Plan for Salaried
Employees (filed as Exhibit 10.13 to the 1994 10-K).**
10.8 Amphenol Corporation Supplemental Employee Retirement Plan formally
adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996
10-K).**
10.9 LPL Technologies Inc. and Affiliated Companies Employee Savings/401(k)
Plan, dated and adopted January 23, 1990 (filed as Exhibit 10.19 to the
1991 Registration Statement).**
10.10 Management Agreement between the Company and Dr. Martin H. Loeffler, dated
July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration
Statement).**
10.11 Amphenol Corporation Directors' Deferred Compensation Plan (filed as
Exhibit 10.11 to the December 31, 1997 10-K).**
10.12 Agreement and Plan of Merger among Amphenol Acquisition Corporation,
Allied Corporation and the Company, dated April 1, 1987, and the Amendment
thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987
Registration Statement).**
* Filed herewith
** Previously filed
<PAGE>
10.13 Settlement Agreement among Allied Signal Inc., the Company and LPL
Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20
to the 1991 Registration Statement).**
10.14 Registration Rights Agreement dated as of May 19, 1997, among NXS
Acquisition Corp., KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners
II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule 13D,
Amendment No. 1, relating to the beneficial ownership of shares of the
Company's Common Stock by NXS I, L.L.C., KKR 1996 Fund, L.P., KKR
Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR
Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and
KKR-NXS L.L.C. dated May 27, 1997).**
10.15 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the June 30,
1997 10-Q).**
10.16 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the June 30,
1997 10-Q.)**
10.17 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the June 30,
1997 10-Q).**
10.18 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as
Exhibit 10.16 to the June 30, 1997 10-Q).**
10.19 Non-Qualified Stock Option Agreement between the Company and Martin H.
Loeffler dated as of May 19, 1997 (filed as Exhibit 10.17 to the June 30,
1997 10-Q).**
10.20 Non-Qualified Stock Option Agreement between the Company and Edward G.
Jepsen dated as of May 19, 1997 (filed as Exhibit 10.18 to the June 30,
1997 10-Q).**
10.21 Non-Qualified Stock Option Agreement between the Company and Timothy F.
Cohane dated as of May 19, 1997 (filed as Exhibit 10.19 to the June 30,
1997 10-Q).**
10.22 First Amendment to Amended and Restated Receivables Purchase Agreement
dated as of September 26, 1997 (filed as Exhibit 10.20 to the September
30, 1997 10-Q).**
10.23 Canadian Purchase and Sale Agreement dated as of September 26, 1997 among
Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation,
individually and as the initial servicer (filed as Exhibit 10.21 to the
September 30, 1997 10-Q).**
* Filed herewith
** Previously filed
<PAGE>
10.24 Amended and Restated Credit Agreement dated as of October 3, 1997 among
the Company, Amphenol Holding UK, Limited, Amphenol Commercial and
Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan
Bank, as Syndication Agent, the Bank of New York, as Documentation Agent
and Bankers Trust Company, as Administrative Agent and Collateral Agent
(filed as Exhibit 10.22 to the September 30, 1997 10-Q).**
10.25 First Amendment dated as of May 1, 1998 to the Amended and Restated Credit
Agreement dated as of October 3, 1997 among the Company, Amphenol Holding
UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders
listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank
of New York, as Documentation Agent and Bankers Trust Company, as
Administrative Agent and Collateral Agent.*
27 Financial Data Schedule.*
(b) Reports filed on Form 8-K
There were no reports on Form 8-K filed for or during the first quarter
ended March 31, 1998.
* Filed herewith
** Previously filed
<PAGE>
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.
AMPHENOL CORPORATION
DATE: May 14, 1998 /s/Edward G. Jepsen
--------------- ---------------------------
Edward G. Jepsen
Executive Vice President and
Chief Financial Officer
AMPHENOL CORPORATION
FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of May 1, 1998 and entered into by and among Amphenol
Corporation, a Delaware corporation ("Company"), Amphenol Holding UK, Limited, a
limited liability company incorporated under the laws of England and Wales ("UK
Holding"), Amphenol Commercial & Industrial UK, Limited, a limited liability
company incorporated under the laws of England and Wales ("ACI"), the financial
institutions listed on the signature pages hereof ("Lenders"), The Chase
Manhattan Bank, as syndication agent ("Syndication Agent"), The Bank of New
York, as documentation agent ("Documentation Agent") and Bankers Trust Company,
as administrative agent for Lenders ("Administrative Agent"), and, for purposes
of Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof)
listed on the signature pages hereof, and is made with reference to that certain
Amended and Restated Credit Agreement dated as of October 3, 1997, (the "Credit
Agreement"), by and among Company, UK Holding, ACI, Lenders, Syndication Agent,
Documentation Agent and Administrative Agent. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement.
RECITALS
WHEREAS, UK Borrowers desire to repay the Sterling Loans in full and
Company and Lenders desire to amend the Credit Agreement to (i) make Additional
Tranche A Term Loans in Dollars in an amount equal to the Sterling Loans to be
repaid such that the aggregate amount of Tranche A Term Loans outstanding
remains the same and (ii) make certain other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
EXECUTION
III-1
<PAGE>
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1: Provisions Relating to Defined Terms
A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions, which shall be inserted in proper
alphabetical order:
"Additional Tranche A Term Loan Commitment" means the commitment of
a Lender to make Additional Tranche A Term Loans to Company pursuant to
subsection 2.1(i)(Y), and "Additional Tranche A Term Loan Commitments" means
such commitments of all Lenders in the aggregate.
"Additional Tranche A Term Loans" means the Loans made as Additional
Tranche A Term Loans by Lenders to Company on the First Amendment Funding Date
pursuant to subsection 2.1A(i)(Y) of the Credit Agreement.
"First Amendment" shall mean the First Amendment to Amended and
Restated Credit Agreement dated as of May 1, 1998, by and among Company, UK
Holdings, ACI, the Lenders party thereto, Syndication Agent, Documentation Agent
and Administrative Agent, and, for the purposes stated therein, Subsidiary
Guarantors.
"First Amendment Effective Date" shall have the meaning assigned to
such term in Section 5 of the First Amendment.
"First Amendment Funding Date" shall have the meaning assigned to
such term in subsection 4.1A of this Agreement.
B. Subsection 1.1 of the Credit Agreement is hereby amended by
deleting the definition of "Tranche A Term Loans" in its entirety and
substituting therefor the following:
"Tranche A Term Loans" means (i) the Loans made as Tranche A Term
Loans by Lenders to Company and U.K. Borrowers on the Closing Date pursuant to
subsection 2.1A(i) of the Original Credit Agreement and maintained as Tranche A
Term Loans pursuant to subsection 2.1A(i)(X) and (ii) the Additional Tranche A
Term Loans.
1.2 Amendments to Section 2: Amounts and Terms of Commitments and
Loans
A. Additional Tranche A Term Loan Commitment. Subsection 2.1A of the
Credit Agreement is hereby amended by renumbering subsection 2.1A(i) as
2.1A(i)(X) and by adding new subsection 2.1A(i)(Y) thereto as follows:
EXECUTION
III-2
<PAGE>
(Y) Additional Tranche A Term Loans. On the First Amendment Funding
Date, each Lender having an Additional Tranche A Term Loan Commitment will make
Additional Tranche A Term Loans to Company in an aggregate amount equal to its
Additional Tranche A Term Loan Commitment as of the First Amendment Effective
Date as set forth opposite its name on Schedule 2.1A for the purposes identified
in subsection 2.5A; provided that the Additional Tranche A Term Loan Commitments
of Lenders shall be adjusted to give effect to any assignments of the Additional
Tranche A Term Loan Commitments pursuant to subsection 10.1B. The aggregate
amount of the Additional Tranche A Term Loan Commitments is $56,000,000. Each
Lender's Additional Tranche A Term Loan Commitment shall expire immediately and
without further action on the close of business on May 15, 1998 if the
Additional Tranche A Term Loans are not made on or before that date. Each of the
parties hereto hereby acknowledges and agrees that each Additional Tranche A
Term Loan is a Tranche A Term Loan for all purposes under the Credit Agreement
and the other Loan Documents. Amounts repaid or prepaid in respect of Additional
Tranche A Term Loans may not be reborrowed.
B. Borrowing Mechanics. Subsection 2.1B is hereby amended by
inserting the words "or Additional Tranche A Term Loans" immediately following
the words "Revolving Loans" in the third sentence thereof.
C. Scheduled Payments of Tranche A Term Loans. Subsection 2.4A(i)(a)
is hereby amended by deleting the reference to "Restatement Closing Date"
contained therein and substituting therefor a reference to "First Amendment
Funding Date."
D. U.K. Tax Status. Subsection 2.7B(iv)(a) is hereby amended by (1)
deleting the parenthetical in the fifth line thereof and substituting therefor
the following:
"(in the case of each other Tranche A Lender becoming a Lender while any
Sterling Loans are outstanding)"
EXECUTION
III-3
<PAGE>
and (2) by adding the following language at the end thereof:
"with respect to any period during which any Sterling Loans are
outstanding"
1.3 Amendments to Section 4: Conditions to Loans Section 4 of the
Credit Agreement is hereby amended by adding a new subsection 4.1A immediately
after Section 4.1 as follows:
"4.1A Conditions to Additional Tranche A Term Loans.
The obligations of Lenders to make Additional Tranche A Term Loans
are, in addition to the conditions precedent set forth in subsection 4.2,
subject to the prior or concurrent satisfaction of the following conditions on
or before May 15, 1998] (the date of satisfaction of such conditions being
referred to herein as the "First Amendment Funding Date"):
A. Loan Party Documents. On or before the First Amendment Funding
Date, Company shall, and shall cause each other Loan Party to, deliver to
Lenders (or to Administrative Agent for Lenders with sufficient originally
executed copies, where appropriate, for each Lender and its counsel) the
following with respect to Company or such Loan Party, as the case may be, each,
unless otherwise noted, dated as of the First Amendment Funding Date:
1. A certificate of such Person's corporate secretary or assistant
secretary to the effect that there has been no change to such Person's
Certificate or Articles of Incorporation or Bylaws (or, in the case of
each U.K. Borrower, its Memorandum and Articles of Association) since the
Restatement Closing Date;
2. Resolutions of the Board of Directors of such Person approving
and authorizing the execution and delivery of the First Amendment and the
performance of the Amended Agreement (as defined herein), certified as of
the First Amendment Funding Date by the corporate secretary or an
assistant secretary of such Person as being in full force and effect as of
the First Amendment Effective Date and as of the First Amendment Funding
Date without modification or amendment; and
3. Signature and incumbency certificates of the officers of such
Person as of the First Amendment Effective Date and as of the First
Amendment Funding Date executing the First Amendment and the Tranche A
Term Notes, if any.
B. Opinions of Counsel to Loan Parties. Lenders and their respective
counsel shall have received originally executed copies of one or more favorable
written opinions of (i) Edward G. Wetmore, general counsel for Company, (ii)
Simpson Thacher & Bartlett,
EXECUTION
III-4
<PAGE>
special counsel for Loan Parties and (iii) Ashurst Morris Crisp, U.K. counsel,
in each case dated as of the First Amendment Funding Date, as to enforceability
of the Loan Documents against Company and Subsidiary Guarantors and such other
matters as Administrative Agent and its counsel shall reasonably request, in
form and substance satisfactory to Administrative Agent and its counsel, and
Company hereby requests such counsel for Loan Parties to deliver such opinions.
C. Representations and Warranties; Performance of Agreements.
Company shall have delivered to Administrative Agent an Officer's Certificate,
in form and substance satisfactory to Administrative Agent, to the effect that
the representations and warranties in Section 5 of this Agreement are true and
correct in all material respects on and as of the First Amendment Funding Date
to the same extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date).
D. Repayment of Sterling Loans. The Sterling Loans and all other
amounts owed hereunder with respect to the Sterling Loans shall have been paid
in full in accordance with the provisions of subsection 2.4B(i) hereof on or
before the First Amendment Funding Date and all obligations with respect
thereto, other than those obligations that expressly survive the payment of the
Loans, shall have been terminated.
E. Supplemental Share Pledge. Company shall have delivered to
Administrative Agent a supplemental share pledge dated as of the First Amendment
Funding Date with respect to the pledge by Company of the stock of UK Holding in
form and substance satisfactory to Administrative Agent.
F. No Default. No event shall have occurred and be continuing or
would result from the borrowing of the Additional Tranche A Term Loans that
would constitute an Event of Default or Potential Event of Default."
1.4 Amendments to Section 10: Miscellaneous.
A. General. Subsection 10.1A is hereby amended by inserting the
following proviso immediately after the third proviso to the first sentence
thereof:
"; provided, further that any sale, assignment or transfer of any
Additional Tranche A Term Loan Commitment shall be made pro rata with a sale,
assignment or transfer of such Lender's outstanding Tranche A Term Loans;"
B. Assignments. Subsection 10.1B(i) is hereby amended by inserting
the following proviso immediately after the second proviso to the first sentence
thereof:
EXECUTION
III-5
<PAGE>
"; provided, further that any sale, assignment or transfer of any
Additional Tranche A Term Loan Commitment shall be made pro rata with a sale,
assignment or transfer of such Lender's outstanding Tranche A Term Loans;"
1.5 Addition of Schedule
Schedule 2.1A: Additional Tranche A Term Loan Commitments. Schedule
2.1A (Additional Tranche A Term Loan Commitments) is hereby added as a Schedule
to the Credit Agreement.
1.6 Substitution of Exhibit
Exhibit XII: Form of Assignment Agreement. Exhibit XII to the Credit
Agreement is hereby amended by deleting said Exhibit XII in its entirety and
substituting in place thereof a new Exhibit XII in the form of Annex II to this
Amendment.
1.7 Amendment of Exhibit
Exhibit IV-A: Form of Tranche A Term Note. Exhibit IV-A to the
Credit Agreement is hereby amended, effective as of the First Amendment Funding
Date, by (a) deleting the reference to "$294,000,000" in the fourth paragraph
thereof and substituting therefor a reference to "$350,000,000," (b) deleting
the reference to "$254,000,000" in the fourth paragraph thereof and substituting
therefor a reference to "$310,000,000" and (c) deleting the reference to
"Restatement Closing Date" in the fourth paragraph thereof and substituting
therefor a reference to "First Amendment Funding Date."
Section 2. TRANCHE A TERM NOTES
As promptly after the First Amendment Funding Date as practicable,
each Lender shall surrender its Tranche A Term Notes, if any, to Administrative
Agent for cancellation, and thereupon new Tranche A Term Notes shall, if so
requested by such Lender, be issued to such Lender substantially in the form of
Exhibit IV-A with appropriate insertions to reflect its outstanding Tranche A
Term Loans after making the Additional Tranche A Term Loans.
Section 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each of the Loan Parties
represents and warrants to each Lender that the following statements are true,
correct and complete as of the date hereof and as of the First Amendment
Effective Date and the First Amendment Funding Date:
EXECUTION
III-6
<PAGE>
A. Corporate Power and Authority. Company has all requisite
corporate power and authority to enter into this Amendment, to issue the
Additional Tranche A Term Notes, if any, and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Amendment (the "Amended Agreement"). Each other Loan Party has
all requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Amended Agreement.
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement by each of the Loan
Parties have been duly authorized by all necessary corporate action on the part
of each Loan Party. The issuance, delivery and payment of the Tranche A Term
Notes, if any, have been duly authorized by all necessary corporate action on
the part of Company.
C. No Conflict. The execution and delivery by each of the Loan
Parties of this Amendment and the performance by each of the Loan Parties of the
Amended Agreement and the issuance, delivery and payment of the Tranche A Term
Notes, if any, by Company do not and will not (i) violate any provision of any
law or any governmental rule or regulation applicable to any Loan Party or any
of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of
any Loan Party or any of its Subsidiaries or any order, judgment or decree of
any court or other agency of government binding on any Loan Party or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
any Loan Party or any of its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of any
Loan Party or any of its Subsidiaries (other than Liens created under any of the
Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of any Loan Party or any of its Subsidiaries.
D. Governmental Consents. The execution and delivery by each Loan
Party of this Amendment and the performance by each Loan Party of the Amended
Agreement and the issuance, delivery and payment of the Tranche A Term Notes, if
any, by Company do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal, state or
other governmental authority or regulatory body.
E. Binding Obligation. This Amendment and the Amended Agreement have
been duly executed and delivered by each of the Loan Parties and are, and the
Tranche A Term Notes, if any, when executed and delivered, will be the legally
valid and binding obligations of each Loan Party, enforceable against each Loan
Party in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.
EXECUTION
III-7
<PAGE>
G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
Section 4. ACKNOWLEDGEMENT AND CONSENT
Company is a party to the Pledge Agreements pursuant to which
Company has created Liens in favor of Administrative Agent on certain Collateral
to secure the Obligations. Each Subsidiary Guarantor is a party to the
Subsidiary Guaranty pursuant to which the Subsidiary Guarantors have guarantied
the Obligations. Company and the Subsidiary Guarantors are collectively referred
to herein as the "Credit Support Parties".
Each Credit Support Party hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this Amendment and consents
to the amendment of the Credit Agreement effected pursuant hereto. Each Credit
Support Party hereby confirms that each Loan Document to which it is a party or
otherwise bound and all Collateral encumbered thereby will continue to guaranty
or secure, as the case may be, to the fullest extent possible the payment and
performance of all "Obligations," "Guarantied Obligations" and "Secured
Obligations," as the case may be (in each case as such terms are defined in the
applicable Loan Document), including without limitation the payment and
performance of all such "Obligations," "Guarantied Obligations" or "Secured
Obligations," as the case may be, in respect of the Obligations of the Borrowers
now or hereafter existing under or in respect of the Amended Agreement and the
Notes defined therein. Without limiting the generality of the foregoing, each
Credit Support Party hereby acknowledges and confirms the understanding and
intent of such party that, upon the effectiveness of this Amendment, and as a
result thereof, the definition of "Obligations" contained in the Amended
Agreement (and the definition of "Secured Obligations" contained in the Pledge
Agreements) includes the obligations of Company under the Tranche A Term Notes.
Each Credit Support Party acknowledges and agrees that any of the
Loan Documents to which it is a party or otherwise bound shall continue in full
force and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Agreement.
Each Subsidiary Guarantor acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Subsidiary Guarantor is not required by the terms of the Subsidiary
Guaranty or any other Loan Document to consent to the amendment of the Credit
Agreement effected pursuant to this Agreement and (ii) nothing in the Credit
Agreement, this Amendment or any other Loan Document shall be deemed to require
the consent of such Subsidiary Guarantor to any future amendments to the Credit
Agreement.
EXECUTION
III-8
<PAGE>
Section 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
(i) On and after the First Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective upon the
EXECUTION
III-9
<PAGE>
execution of a counterpart hereof by Company, Requisite Lenders, each of the
Lenders identified on Schedule 2.1A, and each of the Credit Support Parties and
receipt by Company and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof (such date
of execution and delivery being referred to herein as the "First Amendment
Effective Date").
[Remainder of page intentionally left blank]
EXECUTION
III-10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 6088
<SECURITIES> 0
<RECEIVABLES> 79935
<ALLOWANCES> (1823)
<INVENTORY> 168153
<CURRENT-ASSETS> 265020
<PP&E> 287027
<DEPRECIATION> (173162)
<TOTAL-ASSETS> 747004
<CURRENT-LIABILITIES> 124508
<BONDS> 0
0
0
<COMMON> 20
<OTHER-SE> (334764)
<TOTAL-LIABILITY-AND-EQUITY> 747007
<SALES> 228541
<TOTAL-REVENUES> 228541
<CGS> 149069
<TOTAL-COSTS> 149069
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (20302)
<INCOME-PRETAX> 17174
<INCOME-TAX> 7501
<INCOME-CONTINUING> 9673
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9673
<EPS-PRIMARY> .55
<EPS-DILUTED> .54
</TABLE>
