<PAGE>
================================================================================
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 September 30, 1996
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 1-10307
______________________________
IMPERIAL HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 74-0704500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Imperial Square, Suite 200, P.O. Box 9, Sugar Land, Texas 77487
(Address of principal executive offices, including Zip Code)
(281) 491-9181
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of November 4, 1996.
14,143,717 shares.
------------
______________________________________________________________________________
<PAGE>
IMPERIAL HOLLY CORPORATION
Index
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Changes in
Shareholders' Equity 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
</TABLE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
______________________
The statements regarding future market prices and operating results and
other statements that are not historical facts contained in this Quarterly
Report on Form 10-Q are forward-looking statements. The words "expect",
"project", "estimate", "believe", "predict" and similar expressions are also
intended to identify forward-looking statements. Such statements involve risks,
uncertainties and assumptions, including, without limitation, market factors,
the effect of weather and economic conditions, farm and trade policy, the
available supply of sugar, available quantity and quality of sugarbeets and
other factors detailed elsewhere in this and other Company filings with the
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1996 March 31, 1996
(unaudited)
------------------- --------------
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and temporary investments $ 6,142 $ 1,930
Marketable securities 42,727 37,373
Accounts Receivable 65,110 38,736
Inventories:
Finished products 80,537 61,702
Raw and in-process materials 31,438 15,929
Supplies 18,848 12,124
Manufacturing costs prior to production 19,330 12,476
Prepaid expenses 5,465 3,260
-------- --------
Total current assets 269,597 183,530
NOTES RECEIVABLE 1,176 1,195
OTHER INVESTMENTS 9,862 6,702
PROPERTY, PLANT AND EQUIPMENT - net 155,837 124,103
OTHER ASSETS 14,511 9,789
-------- --------
TOTAL $450,983 $325,319
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 43,631 $ 37,937
Short-term borrowings 52,842 31,839
Current maturities of long-term debt 1,558 8
Other current liabilities 45,122 32,020
-------- --------
Total current liabilities 143,153 101,804
LONG-TERM DEBT 90,947 89,800
DEFERRED TAXES AND OTHER CREDITS 46,890 22,672
SHAREHOLDERS' EQUITY
Preferred stock - -
Common stock 82,441 32,276
Retained earnings 76,906 69,829
Unrealized securities gains - net 10,646 8,938
-------- --------
Total shareholders' equity 169,993 111,043
-------- --------
TOTAL $450,983 $325,319
======== ========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
------------------------ --------------------------
1996 1995 1996 1995
---------- ----------- ------------ ------------
(In Thousands of Dollars,
Except per Share Amounts)
<S> <C> <C> <C> <C>
NET SALES $214,050 $165,786 $393,955 $314,610
---------- ----------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales 191,929 151,828 347,566 286,135
Selling, general and administrative 14,644 14,699 29,941 28,605
---------- ----------- ------------ ------------
Total 206,573 166,527 377,507 314,740
---------- ----------- ------------ ------------
OPERATING INCOME (LOSS) 7,477 (741) 16,448 (130)
INTEREST EXPENSE (3,302) (2,821) (6,337) (5,722)
REALIZED SECURITIES GAINS 2 705 394 3,162
OTHER INCOME - Net 362 729 652 1,854
---------- ----------- ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES 4,539 (2,128) 11,157 (836)
PROVISION (CREDIT) FOR INCOME TAXES 1,611 (598) 4,080 (72)
---------- ----------- ------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 2,928 (1,530) 7,077 (764)
EXTRAORDINARY ITEM - NET OF TAX - - - 380
---------- ----------- ------------ ------------
NET INCOME (LOSS) $ 2,928 ($ 1,530) $ 7,077 ($ 384)
========== =========== ============ ============
EARNINGS PER SHARE OF COMMON STOCK:
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM $0.25 ($0.15) $0.64 ($0.08)
EXTRAORDINARY ITEM - NET OF TAX - - - 0.04
---------- ----------- ------------ ------------
NET INCOME (LOSS) $0.25 ($0.15) $0.64 ($0.04)
========== =========== ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 11,697,025 10,298,298 11,009,476 10,292,725
========== =========== ============ ============
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
----------------------------
1996 1995
--------- -----------------
(In Thousands of Dollars)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 7,077 ($ 384)
Adjustments for non-cash and non-operating items:
Extraordinary item - net - (380)
Depreciation 7,293 6,319
Other 185 (3,550)
Working capital changes (excluding working capital
acquired in the Spreckels acquisition):
Receivables (19,725) (13,386)
Inventory (2,373) 63,177
Deferred and prepaid costs (546) (10,613)
Accounts payable (6,536) (3,356)
Other liabilities 5,687 (3,567)
-------- ---------
Operating cash flow (8,938) 34,260
-------- ---------
INVESTMENT ACTIVITIES:
Acquisition of Spreckels (36,175) -
Capital expenditures (5,345) (5,175)
Investment in marketable securities (3,908) (4,367)
Proceeds from sale of marketable securities 1,612 7,945
Proceeds from sale of fixed assets 35 838
Other (857) 2,369
-------- ---------
Investing cash flow (44,638) 1,610
-------- ---------
FINANCING ACTIVITIES:
Private placement of common stock 49,781 -
Short-term debt:
Bank borrowings - net 48,322 19,900
CCC borrowings - advances 35,079 81,674
CCC borrowings - repayments (74,960) (132,815)
Repayment of long-term debt (806) (4,160)
Dividends paid - (411)
Other 372 124
-------- ---------
Financing cash flow 57,788 (35,688)
-------- ---------
INCREASE IN CASH AND TEMPORARY INVESTMENTS 4,212 182
CASH AND TEMPORARY INVESTMENTS, BEGINNING OF PERIOD 1,930 1,686
-------- ---------
CASH AND TEMPORARY INVESTMENTS, END OF PERIOD $ 6,142 $ 1,868
======== =========
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Six Months Ended September 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
____________________
Unrealized
Retained Securities
Shares Amount Earnings Gains Total
---------- -------- -------- ----------- ---------
(In Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
BALANCE, MARCH 31, 1996 10,312,507 $32,276 $69,829 $8,938 $111,043
Net income 7,077 7,077
Private placement of
common stock - net of
issuance costs 3,800,000 49,781 49,781
Employee stock
purchase plan and
stock option exercises 8,081 83 83
Director compensation
plan 21,760 301 301
Change in unrealized
securities gains - net 1,708 1,708
---------- ------- -------- ----------- ---------
BALANCE,
SEPTEMBER 30, 1996 14,142,348 $82,441 $76,906 $10,646 $169,993
========== ======= ======= =========== ========
</TABLE>
See notes to consolidated financial statements.
-6-
<PAGE>
IMPERIAL HOLLY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Basis of Presentation -- The unaudited condensed consolidated
financial statements included herein have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission and reflect in the
opinion of management, all adjustments, consisting only of normal recurring
accruals, that are necessary for a fair presentation of financial position and
results of operations for the interim periods presented. These financial
statements include the accounts of Imperial Holly Corporation and its majority
owned subsidiaries (the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation. Certain information and
footnote disclosures required by generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations. The financial
statements included herein should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form 10-
K for the year ended March 31, 1996.
Cost of Sales -- Payments to growers for sugarbeets are based in part
upon the Company's average net return for sugar sold (as defined in the
participating contracts with growers) during the grower contract years, some of
which extend beyond September 30. The contracts provide for the sharing of the
net selling price (gross sales price less certain marketing costs, including
packaging costs, brokerage, freight expense and amortization of costs for
certain facilities used in connection with marketing) with growers. Cost of
sales includes an accrual for estimated additional amounts to be paid to growers
based on the average net return realized for sugar sold in each of the contract
years through September 30. The final cost of sugarbeets cannot be determined
until the end of the contract year for each growing area. Manufacturing costs
prior to production are deferred and allocated to production costs based on
estimated total units of production for each sugar manufacturing campaign.
Additionally, the Company's sugar inventories, which are accounted for on a LIFO
basis, are periodically reduced at interim dates to levels below that of the
beginning of the fiscal year. When such interim LIFO liquidations are expected
to be restored prior to fiscal year-end, the estimated replacement cost of the
liquidated layers is utilized as the basis of the cost of sugar sold from
beginning of the year inventory. Accordingly, the cost of sugar utilized in the
determination of cost of sales for interim periods includes estimates which may
require adjustment in future fiscal periods.
Acquisition of Spreckels -- On April 19, 1996, the Company acquired
all of the outstanding capital stock of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. (collectively "Spreckels"), a California based
beet sugar processor. The purchase price was the sum of i) Spreckels' net
working capital as of December 31, 1995, ii) $3 million and iii) net cash
advanced to Spreckels by the seller between December 31, 1995 and the closing
date. The Company funded from current borrowings under the Company's revolving
credit line $35.3 million of the purchase price at closing. The seller and the
Company are currently in dispute over the total purchase price. The Company
notified the seller that it calculates the purchase price as $29.3 million. The
seller has filed a lawsuit claiming that the final purchase price is $39.1
million, with $3.8 million remaining unpaid. The Company has
-7-
<PAGE>
filed a motion to dismiss the lawsuit on the basis that the Stock Purchase
Agreement requires binding arbitration to resolve purchase price disputes.
The acquisition was accounted for as a purchase and Spreckels' results
of operations are included in the Company's consolidated financial statements
commencing April 19, 1996. Summarized proforma operating results for the three
months ended September 30, 1995 and the six months ended September 30, 1996 and
1995, as if the acquisition had occurred on the first day of each of the
respective periods is as follows (in thousands of dollars, except per share
amounts):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
------------------- ---------------------------
1995 1996 1995
------------------- ---------------- ---------
<S> <C> <C> <C>
Net Sales $224,787 $401,792 $419,617
Income (loss) before
extraordinary item (6,101) 7,410 (5,232)
Net income (loss) (6,101) 7,410 (4,852)
Earnings per share:
Income (loss) before
extraordinary item (0.59) 0.67 (0.51)
Net income (loss) (0.59) 0.67 (0.47)
</TABLE>
Stock Sale -- On August 29, 1996, the Company completed the private
placement of 3,800,000 shares of the Company's common stock to Greencore Group
plc ("Greencore"), an Irish sugar and agricultural products company, for net
proceeds of $49.8 million. In July, the Board of Directors took action under
the Company's 1989 Shareholder Rights Plan to increase the ownership percentage
that would trigger the Plan with respect to Greencore to 30% during the term of
the Investor Agreement between Greencore and the Company (not more than 5
years). Thereafter, the trigger level would be increased to 35%, until such
time as Greencore's investment falls below 15%, at which time the trigger level
becomes 15%. During the term of the Investor Agreement, Greencore will have the
right to designate two nominees for election as Directors of the Company, and
will be required to vote for the director nominees recommended by the Board of
Directors. During the term of the Investor Agreement Greencore is also subject
to restrictions relative to certain actions regarding the Company.
Earnings per share -- Effective April 1, 1996, the Company adopted
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), and elected to continue to follow Accounting
Principles Board Opinion No. 25 to measure employee stock compensation cost.
The impact of SFAS No. 123 on proforma earnings per share for the three and six
months ended September 30, 1996 and 1995 was not significant.
Extraordinary Item -- In June 1995, the Company purchased and retired
$4,700,000 principal amount of its 8-3/8% senior notes due in 1999, resulting in
a gain which is reported, net of related income tax expense of $204,000, as an
extraordinary item.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company finances its working capital and capital expenditure
requirements from a combination of funds generated by operations and short-term
borrowing arrangements, including short-term, secured borrowings from the
Commodity Credit Corporation ("CCC"). CCC loans mature each September 30, and
accordingly, no CCC loans were outstanding at September 30, 1996. In the
future, CCC loans will be made on a non-recourse basis if the tariff rate quota
exceeds 1.5 million short-tons raw value; otherwise, they will be made on a
recourse basis (see "Business - Sugar Legislation and Other Market Factors" in
the Company's Annual Report on Form 10-K).
Increases in working capital components are largely due to the
inclusion of Spreckels in the September 30, 1996 consolidated balance sheet,
offset by the reduction in short-term borrowings from the proceeds of the
private placement of common stock. Additionally, the increase in accounts
receivable at September 30, 1996 results from higher sales compared to the
period ended March 31, 1996. Other increases in raw and in-process inventory
and accounts payable during the three months ended September 30, 1996 were
primarily due to the seasonal production schedule of the Company's beet sugar
operations and timing of the purchase of and payments for sugarbeets.
The purchase of Spreckels, as well as the increase in working capital
described above, were funded by advances under short-term borrowing
arrangements.
Net proceeds from the private placement of 3,800,000 shares of the
Company's common stock to Greencore Group plc in late August 1996 totaled $49.8
million. The Company initially utilized the net proceeds to reduce short-term
borrowings and, longer term, expects to expand capital expenditures and/or
reduce long-term indebtedness.
Fiscal 1997 capital expenditures are estimated at $12.0 million. The
Company's marketable securities portfolio is reported at its market value of
$42.7 million at September 30, 1996, $16.4 million in excess of its cost basis.
Management believes that existing internal and external sources of liquidity are
adequate to meet its financing requirements.
RESULTS OF OPERATIONS
Net sales increased $48.3 million or 29.1% for the three months ended
September 30, 1996, compared to the same period of the prior year; for the six
month year-to-date periods, net sales increased $79.3 million or 25.2%. Such
increases were primarily the result of sugar sales of Spreckels ($48.2 million
and $80.5 million for the three and six months, respectively) and increased cane
sugar sales volumes as well as increases in sugar and pulp prices offset by
lower sales volumes by the Company's Holly Sugar subsidiary. Sugar sales prices
increased from the year earlier period as a smaller domestic sugarbeet
-9-
<PAGE>
crop last fall has put upward pressure on refined sugar prices. A significant
portion of the Company's industrial sales are made under forward sales
contracts, most of which commence October 1 and extend for up to a year,
resulting in a lagging effect of market price changes on the Company's sugar
sales. Some industrial sales customers have not contracted for their full year
requirements for the upcoming contract year; however, the majority of the
Company's expected industrial sales volume is contracted through September 1997.
The Company purchases and prices raw cane sugar under forward purchase contracts
to manage its exposure to future price changes. Pulp sales prices have
increased significantly as a result of higher feed grain prices.
Cost of sales as a percent of sales declined from 91.6% to 89.7% for
the three months and from 90.9% to 88.2% for the six months ended September 30,
1996 as sales price increases and decreases in raw cane sugar costs more than
offset the impact of poor quality sugarbeets during the late summer harvest in
Northern California. The Company purchases sugarbeets under participatory
contracts which provide for a percentage sharing of the net selling price
realized on refined beet sugar sales between the Company and the grower. Use of
this type of contract reduces the Company's exposure to inventory price risk on
sugarbeet purchases so long as the contract net selling price does not fall
below the regional minimum support prices established by the USDA.
Consequently, the increase in the unit selling price of refined beet sugar
resulted in increases in the unit cost of sugarbeets purchased, mitigating the
improvement in beet sugar sales margins.
Selling, general and administrative expenses increased by $1.3 million
or 4.7% for the six months and were virtually unchanged for the three months
ended September 30, 1996 compared to the same period of the prior year. Higher
volume related selling and distribution costs, increases in incentive
compensation, as well as the addition of Spreckels general and administrative
costs were offset by reductions in advertising and general and administrative
costs. The Company completed the consolidation of Spreckels sales and
administrative functions into its Sugar Land, Texas offices during the second
fiscal quarter, which significantly reduced the impact of Spreckels operations
on combined administrative costs in the second quarter; the full impact of such
reductions are expected to be realized in the third fiscal quarter.
Interest expense for the three and six months ended September 30, 1996
was higher than the comparable period of the prior year as a result of higher
short-term average borrowings, including borrowings to finance the acquisition
of Spreckels as well as Spreckels working capital borrowings (the Greencore
stock sales closed in late August), mitigated by somewhat lower short-term
interest rates and lower long-term debt outstanding. The decrease in other
income - net is primarily due to gains on the sale of assets of $.6 million in
the prior year. The extraordinary gain resulted from the purchase and
retirement of $4.7 million principal amount of 8-3/8% senior notes in June 1995.
-10-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As discussed in the Notes to Consolidated Financial Statements, the
Company is involved in a dispute concerning the final purchase price in the
Company's acquisition of Spreckels. The seller has filed a lawsuit alleging the
Company owes an additional $3.8 million; the Company has filed a motion to
dismiss the lawsuit based on the Stock Purchase Agreement's requirement for
binding arbitration to resolve purchase price disputes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits required to be filed with this report are listed
below:
Exhibit 4.1 Investor Agreement dated August 29,1996
by and among the Company, Greencore Group plc
and Earlsfort Holdings B.V. (incorporated by
reference to Exhibit 4.3 to the Company's
current report on Form 8-K dated September 5,
1996 (File No. 1-10307)).
Exhibit 4.2 Registration Rights Agreement dated August 29,
1996 by and among the Company, Greencore Group
plc and Earlsfort Holdings B.V. (incorporated by
reference to Exhibit 4.2 to the Company's
current report on Form 8-K dated September 5,
1996 (File No. 1-10307)).
Exhibit 11 Computation of Income Per Common Share
Exhibit 27 Financial Data Schedules
Registrant is a party to several long-term debt instruments under
which in each case the total amount of securities authorized does not exceed 10%
of the total assets of Registrant and its subsidiaries on a consolidated basis.
Pursuant to paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, Registrant
agrees to furnish a copy of such instruments to the Securities and Exchange
Commission upon request.
(b) A report on Form 8-K was filed on September 5, 1996 in connection
with the sale of 3,800,000 shares of the Company's common stock. A report on
Form 8-K/A was filed on July 5, 1996 in connection with the acquisition of
Spreckels.
-11-
<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.
IMPERIAL HOLLY CORPORATION
(Registrant)
Dated: November 5, 1996 By: /s/ James C. Kempner
--------------------
James C. Kempner
President,
Chief Executive Officer
and Chief Financial Officer
(Principal Financial Officer)
-12-
<PAGE>
EXHIBIT 11
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
COMPUTATION OF INCOME PER COMMON SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1996 June 30, 1960
-----------------------------
(In Thousands of Dollars)
<S> <C> <C>
INCOME FOR PRIMARY AND FULLY DILUTED COMPUTATION:
Income before Extraordinary Item:
As reported $ 2,928 $ 7,077
Adjustments - none - -
----------- -----------
As adjusted 2,928 $ 7,077
=========== ===========
Net Income:
As reported $ 2,928 $ 7,077
Adjustments - none - -
----------- -----------
As adjusted $ 2,928 $ 7,077
=========== ===========
PRIMARY EARNINGS PER SHARE:
Weighted average shares of common stock outstanding 11,697,025 11,009,476
Incremental shares issuable from assumed exercise of
stock options under the treasury stock method 158,110 124,201
----------- -----------
Weighted average shares of common stock outstanding,
as adjusted 11,855,135 11,133,677
=========== ===========
Primary earnings per share:
Before extraordinary item $ 0.25 $ 0.64
=========== ===========
Net income $ 0.25 $ 0.64
=========== ===========
FULLY DILUTED EARNINGS PER SHARE:
Weighted average shares of common stock outstanding 11,697,025 11,009,476
Incremental shares issuable from assumed exercise
of stock options under the treasury stock method 187,741 187,734
----------- -----------
Weighted average shares of common stock outstanding,
as adjusted 11,884,766 11,197,210
=========== ===========
Fully diluted earnings per share:
Before extraordinary item $ 0.25 $ 0.63
=========== ===========
Net income $ 0.25 $ 0.63
=========== ===========
</TABLE>
_______________________________________
This calculation is submitted in accordance with Item 601(b)(11) of
Regulation S-K; the amount of dilution illustrated in this calculation
is not required to be disclosed pursuant to paragraph 14 of Accounting
Principles Board Opinion No. 15.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's unaudited condensed consolidated financial statements for the six
months ended September 30, 1996 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 6,142
<SECURITIES> 42,727
<RECEIVABLES> 65,110
<ALLOWANCES> 0
<INVENTORY> 130,823
<CURRENT-ASSETS> 269,597
<PP&E> 306,328
<DEPRECIATION> 150,491
<TOTAL-ASSETS> 450,983
<CURRENT-LIABILITIES> 143,153
<BONDS> 90,947
0
0
<COMMON> 82,441
<OTHER-SE> 87,552
<TOTAL-LIABILITY-AND-EQUITY> 450,983
<SALES> 393,955
<TOTAL-REVENUES> 393,955
<CGS> 347,566
<TOTAL-COSTS> 347,566
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,337
<INCOME-PRETAX> 11,157
<INCOME-TAX> 4,080
<INCOME-CONTINUING> 7,077
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,077
<EPS-PRIMARY> .64
<EPS-DILUTED> .64
</TABLE>
