<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15 (d) of the Securities
- -----
Exchange Act of 1934
For the six month period ended February 28, 1997 or
Transition report pursuant to Section 13 or 15 (d) of the Securities
- -----
Exchange Act 1934
For the transition period from to
------------- ----------------
Commission file number: 0-17005
DEKALB Genetics Corporation
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3586793
- ------------------------------------------------------------- ------------
(State or other jurisdiction of incorporation or organization) (I.R.S.
Employer Identification No.)
3100 Sycamore Road, DeKalb, Illinois 60115
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
815-758-3461
----------------------------------------------------
(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
------ -------
Title of class Outstanding as of February 28, 1997
- ---------------------------- -----------------------------------
Class A Common, no par value 2,394,546
Class B Common, no par value 14,746,308
Exhibit index is located on page 2
Total number of pages 12
<PAGE>
DEKALB GENETICS CORPORATION
INDEX
PART 1. FINANCIAL INFORMATION
(Unaudited except for the Condensed Consolidated Balance Sheet as of August 31,
1996)
Page
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the six
months ended February 28, 1997 and February 29, 1996......3
Condensed Consolidated Statements of Operations for the three
months ended February 28, 1997 and February 29, 1996......4
Condensed Consolidated Balance Sheets, February 28, 1997 and
February 29, 1996 and August 31, 1996.....................5
Condensed Consolidated Statements of Cash Flows for the six
months ended February 28, 1997 and February 29, 1996......6
Notes to Condensed Consolidated Financial Statements......7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.........................................11
Item 6. Exhibits and Reports on Form 8-K..........................11
<TABLE>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
February February
1997 1996
-------- --------
<S> <C> <C>
Revenues $259.4 $230.4
Cost of revenues 132.3 123.5
------ ------
GROSS MARGIN 127.1 106.9
Selling expenses 44.5 43.0
Research and development cost 31.4 26.9
General and administrative expenses 19.1 16.2
------ ------
OPERATING EARNINGS 32.1 20.8
Interest expense, net of interest
income of $0.8
in 1997 and $0.3 in 1996 (2.4) (4.4)
Other income (expense), net 0.5 (0.7)
------ ------
Earnings before income taxes 30.2 15.7
Income tax provision 11.8 6.1
------ ------
NET EARNINGS $ 18.4 $ 9.6
====== ======
NET EARNINGS PER SHARE $ 1.03 $ 0.61
====== ======
DIVIDENDS PER SHARE $ 0.14 $ 0.134
====== =======
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
February February
1997 1996
-------- --------
<S> <C> <C>
Revenues $192.3 $180.3
Cost of revenues 93.4 95.1
------ ------
GROSS MARGIN 98.9 85.2
Selling expenses 34.8 35.5
Research and development cost 25.4 21.4
General and administrative expense 10.9 10.0
------ ------
OPERATING EARNINGS 27.8 18.3
Interest expense, net of interest income
of $0.4 in 1997 and $0.1 in 1996 (1.1) (2.1)
Other income (expense), net 0.1 (0.3)
------- ------
Earnings before income taxes 26.8 15.9
Income tax provision 10.5 6.2
------- ------
NET EARNINGS $ 16.3 $ 9.7
======= =======
NET EARNINGS PER SHARE $ 0.91 $ 0.61
======== ========
DIVIDENDS PER SHARE $ 0.07 $ 0.067
======== =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 1997 AND FEBRUARY 29, 1996 AND AUGUST 31, 1996
(DOLLARS IN MILLIONS)
<CAPTION>
February February August
1997 1996 1996
-------- -------- ------
(Unaudited)
--------------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $28.1 $15.0 $23.3
Notes and accounts receivable, net
of allowance for
doubtful accounts of $4.3 at
February 28, 1997, $3.6 at
February 29, 1996, and $3.6 at
August 31, 1996 69.6 79.7 54.6
Inventories (Note 2) 152.9 112.7 99.1
Deferred income taxes 8.2 4.7 8.2
Other current assets 7.1 5.1 4.8
------ ------ ------
Total current assets 265.9 217.2 190.0
Investments in and advances to related 5.7 3.6 5.0
companies
Intangible assets 40.9 42.8 41.6
Other assets 8.9 5.6 7.2
Property, plant and equipment, at cost 281.1 247.8 266.0
Less accumulated depreciation and (150.2) (143.2) (146.5)
amortization
------ ------ ------
Net property, plant and equipment 130.9 104.6 119.5
------ ------ ------
Total assets $ 452.3 $ 373.8 $ 363.3
======= ======= =======
Current liabilities:
Notes payable $10.1 $28.6 $ -
Accounts payable, trade 45.4 34.5 13.6
Other accounts payable 39.0 25.2 34.1
Other current liabilities 55.6 49.2 39.6
------ ----- -----
Total current liabilities 150.1 137.5 87.3
Deferred compensation and other 7.7 6.1 7.1
credits
Deferred income taxes 21.7 11.1 15.3
Long-term debt, less current 85.0 85.0 85.0
maturities
Shareholders' equity:
Capital stock:
Common, Class A; no par value,
authorized 15,000,000
shares, issued 2,394,692 at
February 28, 1997 and
749,453 at February 29, 1996 0.2 0.1 0.2
Common, Class B; no par value,
non-voting authorized,
45,000,000 shares, issued
14,965,911 at February 28, 1997
and 4,538,698 at February 29, 1.5 0.4 1.5
1996
Capital in excess of stated value 112.3 81.6 109.7
Retained earnings 79.7 59.8 63.7
Currency translation adjustments (3.5) (5.4) (4.1)
----- ----- -----
190.2 136.5 171.0
Less treasury stock, at cost (2.4) (2.4) (2.4)
----- ----- -----
Total shareholders' equity 187.8 134.1 168.6
----- ----- -----
Total liabilities and shareholders' $ 452.3 $ 373.8 $ 363.3
equity ======= ======= =======
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
(DOLLARS IN MILLIONS)
(UNAUDITED)
<CAPTION>
February February
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $18.4 $9.6
Adjustments to reconcile net income to
net cash
flow from operating activities:
Depreciation and amortization 6.2 5.4
Equity (earnings) loss, net of 0.4 (0.2)
dividends of $1.8 in 1997
Other 7.3 5.4
Changes in assets and liabilities:
Receivables (15.6) (22.9)
Inventories (53.8) (11.8)
Other current assets (2.5) (1.4)
Accounts payable 36.6 37.4
Accrued expenses 13.7 14.1
Other assets and liabilities 2.9 4.8
----- -----
Net cash flow provided by 13.6 40.4
operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and (18.6) (9.9)
equipment
Proceeds from sale of property, plant 0.9 0.3
and equipment
Other - (3.5)
------ ------
Net cash flow used by investing ( 17.7) ( 13.1)
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 10.0 -
Principal payments made on short-term - (14.2)
borrowings
Dividends paid (2.4) (2.1)
Other 1.9 0.7
----- -----
Net cash flow provided (used) by 9.5 ( 15.6)
financing activities
Net effect of exchange rates on (0.6) 0.3
cash ----- -----
Net increase in cash and cash 4.8 12.0
equivalents
Cash and cash equivalents August 31 23.3 3.0
----- -----
Cash and cash equivalents at the end of $ 28.1 $ 15.0
February ===== =====
Supplemental Cash Flow Information
- -----------------------------------------
Cash paid (refunded) during the period
for:
Income taxes $1.1 $(0.7)
Interest $3.5 $7.2
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
-----------
1.The consolidated financial statements included herein are presented in
accordance with the requirements of Form 10-Q and consequently do not include
all of the disclosures normally required by generally accepted accounting
principles or those normally made in the Company's annual report on Form 10-
K. In order to facilitate a better comparison of the highly seasonal seed
operations of the Company, a Condensed Consolidated Balance Sheet at February
29, 1996 is included herein as part of the condensed consolidated financial
statements.
The Company declared a three-for-one stock split to holders of record May 10,
1996 with shares being distributed on May 24, 1996; thus, earnings per share
and all other share amounts have been restated to reflect a tripling in the
number of shares outstanding.
The results presented are unaudited (other than the Condensed Consolidated
Balance Sheet at August 31, 1996, which is derived from the Company's audited
year-end balance sheet) but include, in the opinion of management, all
adjustments of a normal recurring nature necessary for a fair statement of
the results of operations and financial position for the respective interim
periods.
Certain costs and expenses incurred in the North American and international
seed businesses are charged against income as sales are recognized for
interim reporting purposes. The Company believes this method more closely
matches revenues with expenses and results in more comparability of reporting
periods within the year. Since there are only minor North American seed
sales recorded in the first and fourth quarters, this method defers first
quarter expenses related to sales which will occur later in the year,
primarily in the second quarter; it also anticipates expenses incurred in the
fourth quarter, primarily in the third quarter. Southern hemisphere
international seed sales occur largely in the first and second quarters and
this same method anticipates future expenses from the third and fourth
quarters and matches them against the first and second quarter revenues.
2.Inventories, valued at the lower of cost or market (in millions), were as
follows:
<TABLE>
<CAPTION>
February February August
1997 1996 1996
-------- -------- ------
<S> <C> <C> <C>
Commercial seed $139.5 $ 99.8 $ 86.0
Swine 9.7 8.0 9.6
Supplies and other 3.7 4.9 3.5
------ ------ ------
$ 152.9 $ 112.7 $ 99.1
======= ======= =======
</TABLE>
3.The Company and its subsidiaries are defendants in various legal actions
arising in the course of business activities. In the opinion of management,
these actions will not result in a material adverse effect on the Company's
consolidated operations or financial position. Additional information in
Part II, Other Information, Item 1 - Legal Proceedings.
Most potential property losses are self-insured.
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Net earnings for the first six months of fiscal 1997 were $18.4 million ($1.03
per share) compared with $9.6 million ($.61 per share) for the same period of
fiscal 1996. Revenues increased 13 percent as corn selling prices in Argentina
and North America increased largely due to a significant portion of the volume
mix in the higher price categories. Swine segment revenues increased as the
result of higher market hog prices.
North American segment earnings were up $7.9 million due to largely higher corn
unit margins and third party royalty payments. The increase in international
seed segment earnings was due to higher corn volume and margins from increased
sales of single cross hybrids in Argentina combined with higher equity earnings
from Mexico. In addition, interest expense for the first six months of the
current year was $2.0 million less than in the prior year first six months due
to lower corporate borrowing requirements.
Fiscal 1997 second quarter net earnings of $16.3 million ($.91 per share) were
substantially higher than a year ago when net earnings were $9.7 million ($.61
per share). North American corn unit margins combined with increased selling
prices in Argentina and royalty payments accounted for most of the improvement.
<TABLE>
Quarterly Industry Segment Revenues and Earnings
------------------------------------------------
In Millions
-----------
(Unaudited)
-----------
<CAPTION>
Second Quarter Year-to-Date
------------------- ------------------
February February February February
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues
North American Seed $157.3 $142.7 $162.4 $149.1
International Seed 21.1 26.2 69.2 57.7
Swine 13.9 11.4 27.8 23.6
------ ------ ------ ------
Total revenues $ 192.3 $ 180.3 $ 259.4 $ 230.4
======= ======= ======= =======
Earnings
North American Seed $23.5 $15.9 $23.3 $15.4
International Seed 6.2 4.2 12.1 7.2
Swine 0.3 - 0.6 0.7
----- ----- ----- -----
Total operations 30.0 20.1 36.0 23.3
General corporate (2.1) (2.1) (3.4) (3.2)
expenses
Net interest expense (1.1) (2.1) (2.4) (4.4)
----- ----- ----- -----
Earnings before income 26.8 15.9 30.2 15.7
taxes
Income tax provision 10.5 6.2 11.8 6.1
----- ----- ----- -----
Net Earnings $ 16.3 $ 9.7 $ 18.4 $ 9.6
======= ====== ======= ======
</TABLE>
<PAGE>
Seed
- ----
North American and European sales and net earnings are primarily realized in the
second and third fiscal quarters (December through May) and for that reason, the
first six month's results should not be annualized. The best year-to-year
comparison of seed results from these two markets is a combined total of the
second and third quarters for the years compared.
North American Seed
-------------------
North American seed segment earnings for the first six months of fiscal 1997
were $7.9 million higher than a year ago on a nine percent increase in
revenues. Corn unit margins increased over 15 percent based on sales volume
mix, selling price increases, and lower production costs. Fiscal 1996 costs
were negatively impacted by adverse planting and growing conditions in the
summer of 1995 while current year costs benefited from above-target
production yields, partly offset by a projected increase in discard costs.
The corn gross margin improvements were reduced by increased operating
expenses as the Company continues to expand research and development efforts.
Revenues increased nearly nine percent during the first six months of fiscal
1997 compared to the corresponding period a year ago. Higher selling prices
for both corn and soybeans, together with royalty payments, resulted in the
increase. Royalty payments, which depend on third-party company sales, are
being accrued in the future second and third quarters, consistent with the
historical pattern of DEKALB sales. Corn volume to date was comparable with
a year ago; however, the Company expects, based on cash payments and ship
request information to date, that it will increase North American corn market
share again this fiscal year. These forward-looking statements are subject to
several risk factors that could cause actual results to differ from
projections. Among these factors are the company's relative product
performance and competitive market position, weather conditions, commodity
prices, trade policies, market conditions, and results of pending litigation.
Fiscal 1997 second quarter segment earnings improvement of $7.6 million was
the result of the same factors described above because segment earnings for
the six months occur primarily in the second quarter.
International Seed
------------------
International seed segment earnings increased by $4.9 million, or 68 percent,
over the prior year six month results on a 20 percent increase in revenues.
Operations in Argentina and Mexico were primarily responsible for the
earnings improvement. Higher unit margins, driven largely by higher selling
prices for corn and sunflowers, were the major factors contributing to the
improvement in Argentina. Increased demand for single-cross corn hybrids
generated a volume mix shift to higher priced products. In Mexico, higher
corn and sorghum sales volumes generated improved earnings from the Company's
equity investment.
In Argentina, a much higher than normal proportion of the season's shipments
and revenues occurred in the first quarter, distorting quarter-to-quarter
comparisons. Favorable cost and returned goods adjustments in the second
quarter of fiscal 1997 were largely responsible for the $2 million increase
in segment earnings, despite lower reported revenues in the quarter.
Swine
- -----
Swine segment revenues increased 18 percent over the prior year six months
mainly due to higher market hog prices. The fiscal 1997 average market hog
price received by the Company was $56 per hundred weight compared with $48 per
hundred weight for the first six months of fiscal 1996. Although total sales
volume was nearly comparable with the same period a year ago, a shift toward
increased breeding stock sales was a factor in higher revenues.
<PAGE>
Swine segment profitability in the first six months of fiscal 1997 decreased
$0.1 million from the same period in fiscal 1996. Total gross margin was
negatively affected by the impact of high feed costs incurred during the spring
and summer of 1996 and currently charged through cost of goods sold. As current
inventory levels are sold, cost per unit will decrease as the result of lower
feed prices incurred during and after the harvest season last fall.
General
- -------
The effective tax rate was 39 percent in each of the six month periods reported.
For each interim period, the tax rate is determined from an estimate of full
year earnings and the resultant tax.
Interest expense decreased $2.0 million in fiscal 1997 due to lower corporate
borrowing requirements.
Financial Position
- ------------------
During the first six months of fiscal 1997, net cash flow from operations was
$13.6 million for the current year compared with $40.4 million of cash generated
in the prior year. Cash required for seed corn production increased
substantially due to a larger crop. Increased capital spending on seed
production facilities also accounted for the higher cash requirements for
investments.
Cash requirements for the first six months were provided by earnings and
existing short-term credit facilities. Committed credit lines include a $50
million revolving credit facility through December, 1999 and $6 million in
facilities available through May 28, 1997. These agreements contain various
restrictions on the activities of the Company as to maintenance of working
capital and tangible net worth, amount and type of indebtedness, and the
acquisition or disposition of capital shares or assets of the Company and its
subsidiaries.
Management believes its operating cash flow, other potential sources of funds,
and existing lines of credit are sufficient to cover normal and expected working
capital needs, capital expenditures, dividends and debt maturities.
<PAGE>
Part II
OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
- ---------------------------
The Company and its subsidiaries are defendants in various legal actions
arising in the course of business activities. Three of such cases involve
patent related matters. On October 1, 1996 Plant Genetics Systems, a
Belgian company, filed a lawsuit against the Company in the federal
district court of Connecticut in which they allege that the Company is
infringing U.S. Patent No. 5,561,236. That patent purports to be directed
to certain genetically engineered plants and cells that exhibit resistance
to certain herbicides. On October 22, 1996 two subsidiaries of Mycogen
Corporation filed a lawsuit against the Company and two other defendants in
the federal district court of Delaware in which they allege that the
defendants are infringing U.S. Patent Nos. 5,567,600 and 5,567,862. Those
patents purport to be directed to certain processes that produce or plants
that exhibit certain insect resistance. On January 21, 1997, Novartis
Seeds, Inc. filed a lawsuit against the Company in the federal district
court of Delaware in which they allege that the Company is infringing U.S.
Patent No. 5,595,733. That patent purports to be directed to certain
methods for protecting certain plants against pest damage. In the opinion
of management, these actions will not result in a material adverse effect
on the Company's consolidated operations or financial position.
The Company is also the plaintiff in various legal actions. Refer to Item
3. "Legal Proceedings'' of the Company's Form 10-K for a discussion of
such actions.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------------
The annual meeting of stockholders of the Company was held on Monday,
January 13, 1997. The stockholders elected four directors and the votes
were cast as follows:
For Withheld
-------- --------
Tod R. Hamacheck 2,024,114 721
John T. Roberts 2,024,114 721
Richard O. Ryan 2,023,777 1,058
William M. Ziegler 2,023,802 1,033
There were no absentions or broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------------
(a) Exhibit 11 -
Computation of Net Earnings per Common and Common Equivalent Shares for the
six months ended February 28, 1997 and February 29, 1996 and for the six
months ended February 28, 1997 and February 29, 1996.
(b) Reports on Form 8-K -
No Form 8-K was filed during the three months ended February 28, 1997.
<PAGE>
SIGNATURE
---------
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.
DEKALB Genetics Corporation
---------------------------
Date: April 9, 1997 Thomas R. Rauman
---------------------
(Signature)
Thomas R. Rauman
Vice President-Finance,
Chief Financial Officer
<PAGE>
EXHIBIT 11
COMPUTATION OF NET EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE
For the six months ended February 28, 1997 and February 29, 1996
<TABLE>
<CAPTION>
February February
1997 1996
-------- --------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Shares*
Average shares outstanding 17,090,832 15,584,157
Net average additional shares
outstanding
assuming dilutive stock
options exercised
and proceeds used to purchase
treasury stock
at average market price 731,651 149,783
---------- ----------
Average number of common and
common
equivalent shares outstanding 17,822,483 15,733,940
========== ==========
Net Earnings
Net earnings for primary $18,388,000 $9,592,000
earnings per share =========== ==========
Primary Earnings Per Share* $1.03 $0.61
=========== ==========
*Earnings per share and all share amounts have been adjusted to
reflect the three-for-one split of the Common Stock to holders of record
May 10, 1996.
</TABLE>
<PAGE>
EXHIBIT 11
COMPUTATION OF NET EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE
For the three months ended February 28, 1997 and February 29, 1996
<TABLE>
<CAPTION>
February February
1997 1996
-------- --------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Shares*
Average shares outstanding 17,108,178 15,599,996
Net average additional shares
outstanding
assuming dilutive stock options
exercised
and proceeds used to purchase
treasury stock
at average market price 757,196 159,039
---------- ---------
Average number of common and
common
equivalent shares outstanding 17,865,374 15,759,035
========== ==========
Net Earnings
Net earnings for primary $16,323,000 $9,688,000
earnings per share =========== ==========
Primary Earnings Per Share* $0.91 $0.61
=========== ==========
*Earnings per share and all share amounts have been adjusted to
reflect the three-for-one split of the Common Stock to holders
of record May 10, 1996.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Operations and the Consolidated Balance Sheets and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 28100
<SECURITIES> 0
<RECEIVABLES> 73900
<ALLOWANCES> 4300
<INVENTORY> 152900
<CURRENT-ASSETS> 265900
<PP&E> 281100
<DEPRECIATION> 150200
<TOTAL-ASSETS> 452300
<CURRENT-LIABILITIES> 150100
<BONDS> 0
0
0
<COMMON> 1700
<OTHER-SE> 186100
<TOTAL-LIABILITY-AND-EQUITY> 452300
<SALES> 259400
<TOTAL-REVENUES> 259400
<CGS> 132300
<TOTAL-COSTS> 132300
<OTHER-EXPENSES> 95000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2400
<INCOME-PRETAX> 30200
<INCOME-TAX> 11800
<INCOME-CONTINUING> 18400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18400
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Operations and the Consolidated Balance Sheets and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<CASH> 15000
<SECURITIES> 0
<RECEIVABLES> 83300
<ALLOWANCES> 3600
<INVENTORY> 112700
<CURRENT-ASSETS> 217200
<PP&E> 247800
<DEPRECIATION> 143200
<TOTAL-ASSETS> 373800
<CURRENT-LIABILITIES> 137500
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 133600
<TOTAL-LIABILITY-AND-EQUITY> 373800
<SALES> 230400
<TOTAL-REVENUES> 230400
<CGS> 123500
<TOTAL-COSTS> 123500
<OTHER-EXPENSES> 86100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4400
<INCOME-PRETAX> 15700
<INCOME-TAX> 6100
<INCOME-CONTINUING> 9600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9600
<EPS-PRIMARY> 0.61
<EPS-DILUTED> 0
</TABLE>
