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 quarterly period ended September 30, 1995
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 1-11415
AMERICAN STANDARD COMPANIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3465896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Centennial Avenue, P.O. Box 6820, Piscataway, NJ 08855-6820
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 980-6000
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.
X Yes No
No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock, $.01 par value, outstanding at
October 31, 1995 76,267,858
(Shares)
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
American Standard Companies Inc. is a Delaware corporation organized in
March 1988, and has as its only significant asset all the outstanding common
stock of American Standard Inc. Hereinafter, "the Company" will refer to
American Standard Companies Inc. or to its subsidiary, American Standard Inc.,
as the context requires.
The following consolidated summary statement of operations of the Company
and subsidiaries for the three months and nine months ended September 30, 1995
and 1994 has not been audited, but management believes that all adjustments,
consisting of normal recurring items, necessary for a fair presentation of
financial data for those periods have been included. Results for the third
quarter and first nine months of 1995 are not necessarily indicative of results
for the entire year.
<TABLE>
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF OPERATIONS
(In millions except
share data)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
SALES $1,316.3 $1,188.8 $3,910.3 $3,308.9
-------- -------- -------- --------
COST AND EXPENSES
Cost of sales 975.1 883.5 2,892.7 2,487.1
Selling and administrative expenses 215.3 203.0 631.0 569.5
Other expense 7.6 10.5 26.7 24.9
Interest expense 51.3 65.6 162.5 194.3
-------- -------- -------- --------
1,249.3 1,162.6 3,712.9 3,275.8
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM 67.0 26.2 197.4 33.1
Income taxes 23.6 15.1 78.0 46.7
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM 43.4 11.1 119.4 (13.6)
Extraordinary loss on retirement of debt -- -- (30.1) --
-------- -------- -------- --------
NET INCOME (LOSS) $ 43.4 $ 11.1 $ 89.3 $ (13.6)
======== ======== ======== ========
Income (loss) per common share:
Income (loss) before
extraordinary item $ .57 $ .19 $ 1.61 $ (.23)
Extraordinary loss on
retirement of debt -- -- (.40) --
-------- -------- -------- --------
NET INCOME (LOSS) $ .57 $ .19 $ 1.21 $ (.23)
======== ======== ======== ========
Average number of
outstanding common shares 76,190,840 59,953,698 73,987,678 59,911,525
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
Item 1. Financial Statements (continued)
<TABLE>
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED SUMMARY BALANCE SHEET
<CAPTION>
(In millions except share data)
September 30, December 31,
<S> <C> <C>
1995 1994
CURRENT ASSETS
Cash and cash equivalents $ 54.4 $ 92.7
Accounts receivable 739.0 595.2
Inventories
Finished products 228.5 160.2
Products in process 96.5 82.5
Raw materials 93.9 80.5
418.9 323.2
Other current assets 72.5 53.4
TOTAL CURRENT ASSETS 1,284.8 1,064.5
FACILITIES, less accumulated depreciation;
Sept. 1995 - $517.1; Dec. 1994 - $430.2 839.6 812.7
GOODWILL 1,071.4 1,053.0
OTHER ASSETS 238.3 225.9
---------- ----------
TOTAL ASSETS $3,434.1 $3,156.1
======== ========
CURRENT LIABILITIES
Loans payable to banks $ 249.2 $ 70.3
Current maturities of long-term 63.6 141.6
Accounts payable 339.9 350.5
Accrued payrolls 176.8 140.3
Other accrued liabilities 469.9 376.0
--------- ---------
TOTAL CURRENT LIABILITIES 1,299.4 1,078.7
LONG-TERM DEBT 1,757.3 2,152.3
RESERVE FOR POSTRETIREMENT BENEFITS 486.3 437.7
OTHER LIABILITIES 310.1 285.0
TOTAL LIABILITIES 3,853.1 3,953.7
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock $.01 par value, 2,000,000 shares
authorized; none issued and outstanding - -
Common stock $.01 par value, 200,000,000 shares
authorized; 76,267,858 shares issued and
outstanding in 1995; 60,932,457 in 1994 .8 .6
Capital surplus and other 492.5 192.6
Accumulated deficit (747.1) (836.4)
Foreign currency translation effects (162.5) (151.7)
Minimum pension liability adjustment (2.7) (2.7)
----------- ------------
TOTAL STOCKHOLDERS' DEFICIT (419.0) (797.6)
----------- -----------
$3,434.1 $ 3,156.1
======== =========
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
Item 1. Financial Statements (continued)
<TABLE>
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
<CAPTION>
(In millions)
Nine Months Ended
September 30,
1995 1994
----- -----
<S> <C> <C>
CASH PROVIDED (USED) BY:
OPERATING ACTIVITIES:
Income (loss) before extraordinary item $ 119.4 $ (13.6)
Depreciation (including asset loss provision in 1994) 83.6 95.3
Amortization of goodwill 25.0 23.4
Non-cash interest 47.7 50.5
Non-cash stock compensation 22.7 21.0
Changes in assets and liabilities:
Accounts receivable (130.2) (118.3)
Inventories (85.6) (77.9)
Accounts payable and other accruals 108.6 111.4
Other assets and liabilities 10.3 35.6
Net cash provided by operating activities 201.5 127.4
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (96.0) (50.3)
Investments in affiliated companies (18.8) (12.9)
Other 12.9 9.0
Net cash used by investing activities (101.9) (54.2)
------ -------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 302.2 -
Costs of issuance of common stock (21.7) -
Proceeds from issuance of long-term debt 469.1 9.3
Repayments of long-term debt (1,023.3) (117.9)
Net change in revolving credit facility 158.0 62.5
Net change in other short-term debt (5.7) (12.8)
Common stock repurchases (3.5) (8.0)
Other (12.8) .4
------ -------
Net cash used by financing activities (137.7) (66.5)
------ -------
Effect of exchange rate changes on cash and
cash equivalents (.2) 3.0
------ -------
Net increase (decrease) in cash and cash equivalents (38.3) 9.7
Cash and cash equivalents at beginning of period 92.7 53.2
------ -------
Cash and cash equivalents at end of period $ 54.4 $ 62.9
====== ======
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS
Note 1. The 1995 Refinancing
As described in Notes 2 and 10 of Notes to Consolidated Financial
Statements in the Company's Annual Report to Stockholders for the year ended
December 31, 1994, the Company completed a major refinancing (the "1995
Refinancing") in the first quarter of 1995, including the initial public
offering of the Company's common stock (the "IPO") and an amended and restated
credit agreement (the "1995 Credit Agreement"). See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources".
Note 2. Tax Matters
As described in Note 7 of Notes to Consolidated Financial Statements in
the Company's Annual Report to Stockholders for the year ended December 31,
1994, there are pending German tax issues for the years 1984 through 1990. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources".
Note 3. Secondary Offering of Common Stock
On September 27, 1995, the Company completed a secondary offering of
22.5 million shares of the Company's common stock, substantially all of which
shares were owned by Kelso ASI Partners, L.P., the Company's largest
stockholder. All of the shares sold in the offering were previously issued and
outstanding shares, and the Company received no proceeds from the offering.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Operating results improved significantly in the third quarter and first
nine months of 1995 compared with the third quarter and first nine months of
1994, due principally to volume increases in the Air Conditioning Products and
Automotive Products segments. As a result of the Company's leveraged buyout in
1988, the results of operations include the effects of purchase accounting and
reflect a highly leveraged capital structure.
<TABLE>
SUMMARY SEGMENT AND INCOME DATA
(Dollars in millions except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES:
Air Conditioning Products $ 776 $ 693 $2,201 $1,861
Plumbing Products 307 308 952 905
Automotive Products 233 188 757 543
---- ---- ---- -------
Total sales $1,316 $1,189 $3,910 $3,309
====== ====== ====== ======
OPERATING INCOME:
Air Conditioning Products $ 81 $ 66 $ 209 $ 164
Plumbing Products 23 29 96 88
Automotive Products 36 19 123 39
---- ----- ----- -------
Total operating income 140 114 428 291
Interest expense 51 66 162(a) 194
Corporate items 22 22 69 64
---- ----- ----- ------
Income before income taxes and
extraordinary item 67 26 197 33
Income taxes 24 15 78 47
---- ----- ----- ------
Income (loss) before extraordinary item $ 43 $ 11 $ 119 $ (14)
===== ====== ====== ======
Income (loss) before extraordinary item
per common share $ .57 $ .19 $ 1.61(a) (.23)
===== ====== ======= ======
<FN>
(a) Had the initial public offering of the Company's common stock and related
debt refinancing occurred on January 1, 1995, interest expense for the first
nine months of 1995 would have been reduced by $4 million, and income before
extraordinary item per common share would have increased from $1.61 to $1.63.
</FN>
</TABLE>
<PAGE>
Operating income for the nine months ended September 30, 1994, included
charges (in the second quarter) of $26 million related to employee severance,
consolidation of certain production facilities and the implementation of other
cost reduction actions. In that same period the Company also provided $14
million of reserves for losses on operating assets expected to be disposed of
prior to the expiration of their originally estimated useful lives.
Results of Operations for the Third Quarter and First Nine Months of 1995
Compared with the Third Quarter and First Nine Months of 1994
Operating Review
Consolidated sales for the third quarter of 1995 were $1,316 million,
an increase of $127 million, or 11% (10% excluding the favorable effects of
foreign exchange), from $1,189 million in the third quarter of 1994. Sales
increased 12% for Air Conditioning Products and 24% for Automotive Products, but
were essentially identical to the prior year quarter for Plumbing Products.
Consolidated operating income for the third quarter of 1995 was $140 million, an
increase of $26 million, or 23% (20% excluding the favorable effects of foreign
exchange), from $114 million in the third quarter of 1994. Operating income
increased 23% for Air Conditioning Products and 89% for Automotive Products, but
declined 21% for Plumbing Products.
Consolidated sales for the first nine months of 1995 were $3,910
million, an increase of $601 million, or 18% (15% excluding the favorable
effects of foreign exchange), from $3,309 million in the first nine months of
1994. Sales increased for all three segments with gains of 18% for Air
Conditioning Products, 5% for Plumbing Products and 39% for Automotive Products.
Consolidated operating income for the first nine months of 1995 was $428
million, an increase of $137 million, or 47% (41% excluding the favorable
effects of foreign exchange), from $291 million in the first nine months of
1994. Excluding the $40 million of special charges (described above) recorded in
the 1994 period, operating income improved 29% in the first nine months of 1995
from an adjusted operating income of $331 million in the comparable 1994 period.
Excluding such special charges, operating income increased 22% for Air
Conditioning Products and 132% for Automotive Products, but declined 10% for
Plumbing Products.
Sales of Air Conditioning Products increased 12% (with little effect
from foreign exchange) to $776 million for the third quarter of 1995 from $693
million for the comparable quarter of 1994, as a result of strong gains in U.S.
and international sales of applied and unitary commercial systems. Markets in
the United States have continued to improve in 1995 in both the commercial
replacement and the commercial new-construction markets. Sales of commercial
products in the United States increased 11% because of improved markets,
accelerated demand for chiller replacement (due to the impending ban on CFC
refrigerant production), higher prices, gains in market share and increased
sales of newer, higher-efficiency products. This gain was partly offset by a
decrease of 8% in residential sales resulting from reduced shipments of
residential products as distributors adjusted to the Company's shortened
production cycle time and delayed or decreased their inventory restocking.
International sales of Air Conditioning Products for the third quarter of 1995
increased principally because of volume increases in Europe, the Far East and
Latin America. Sales for Air Conditioning Products in the first nine months of
1995 increased by 18% to $2,201 million from $1,861 million in the first nine
months of 1994, primarily for the reasons underlying the third quarter
increases, except that sales of residential products increased for the nine
month period despite the decline in the third quarter because of significant
volume gains in the first half of the year.
<PAGE>
Operating income of Air Conditioning Products increased 23% (with
little effect from foreign exchange) to $81 million in the third quarter of 1995
from $66 million in the third quarter of 1994. This improvement resulted
primarily from expanded commercial product sales and productivity gains in the
United States and improved results in international operations, principally in
Europe, as well as smaller gains in the Far East and Latin America. Operating
income for residential products declined because of lower volumes and increased
raw material costs, the effects of which were moderated somewhat as prices
recovered partially from lower levels experienced in the last half of 1994 and
the first half of 1995. Nine-month 1995 operating income for Air Conditioning
Products was up 22%, excluding special charges of $7 million from the nine
months of 1994, primarily for the reasons which led to the third quarter
improvements.
Sales of Plumbing Products in the third quarter of 1995 were $307
million, essentially identical to the third quarter of 1994 (with little effect
from foreign exchange). A sales increase of 6% for U.S. operations was offset by
an overall decrease for international operations. Sales in the United States
increased primarily as a result of higher volumes in the retail market channel
offset partly by lower prices on chinaware due to competitive pressures. For
international operations, sales increases in Italy, Greece and the Philippines
(primarily from higher volumes) were offset by sales decreases in Germany (as
unexpected market weakness which developed during the second quarter continued
into the third quarter), in Mexico, Canada and France (because of lingering
economic weakness) and in South Korea (due to lower exports to other Far East
markets increasingly served by the Company's expanding local joint-ventures).
Sales of Plumbing Products for the nine months ended September 30, 1995,
increased 5% (4% excluding foreign exchange effects) to $952 million from $905
million in the first nine months of 1994, primarily as the result of volume
gains in the first half of 1995.
Operating income of Plumbing Products for the third quarter of 1995 was
$23 million, a decrease of 21% (22% excluding the positive effects of foreign
exchange) compared with $29 million for the third quarter of 1994. The decrease
was due to declines for both international and U.S. operations. For
international operations, operating income declined primarily because of market
weakness in Germany, Brazil and Mexico, costs associated with implementation of
manufacturing process improvements as well as start-up expenses of new
operations in the Far East and the Czech Republic. In addition, because Italian
and United Kingdom ("U.K.") operations purchase products from Germany, the
strength of the Deutschemark against Italian and U.K. currencies resulted in
Italian and U.K. product cost increases that could not be fully recovered
through pricing. In the United States, third quarter results decreased slightly
from the prior year period because of lower prices and material cost increases,
combined with higher than expected costs of production facility realignment.
Operating income for Plumbing Products for the first nine months of 1995 was $96
million, an increase of 9% from $88 million in the first nine months of 1994.
Excluding both foreign exchange effects and special charges of $19 million
recorded in the first nine months of 1994, operating income in the first nine
months of 1995 decreased by 15%, primarily for the same reasons which affected
third quarter results.
Sales of Automotive Products in the third quarter of 1995 were $233
million, an increase of 24% (16% excluding the favorable effects of foreign
exchange) from $188 million in the third quarter of 1994. Unit volume of truck
and bus production in Western Europe increased 26% and aftermarket sales
increased 16%. The sales increase resulted from significantly higher volumes,
reflecting the increased commercial vehicle production in Western Europe, the UK
(as a result of the growing utility vehicle business in that country) and
Brazil. Sales for the first nine months of 1995 were $757 million, an increase
of 39% (26% excluding the favorable effects of foreign exchange) from $543
million in the first nine months of 1994, for the same reasons increases
occurred for the third quarter.
<PAGE>
Operating income for Automotive Products increased to $36 million in
the third quarter of 1995, an increase of 73% excluding the favorable effects of
foreign exchange. This increase was primarily attributable to the substantially
higher sales volume in improved markets in nearly all Western European
countries, as well as higher margins achieved through implementation of
manufacturing process improvements, productivity improvements and other cost
reductions. Operating income for the first nine months of 1995 was $123 million,
an increase of 105% excluding both the favorable effects of foreign exchange and
special charges of $14 million from the 1994 period, primarily attributable to
the same factors which generated third quarter improvements.
Financial Review
Interest expense decreased by $15 million in the third quarter and by
$32 million in the first nine months of 1995 compared to the year-earlier
periods primarily as a result of reduced debt balances due to application of the
net proceeds from the IPO and lower overall interest costs (see "Liquidity and
Capital Resources"). Corporate items for the third quarter were at the same
level as in the 1994 quarter but increased for the first nine months of 1995
primarily because of higher accretion expense related to postretirement benefits
as well as expenses of a corporate advertising campaign initiated in 1995.
Income tax provisions for the three months and nine months ended
September 30, 1995, were $24 million and $78 million, respectively, on income
before income taxes and extraordinary item of $67 million for the three months
and $197 million for the nine months. Income tax provisions for the three months
and nine months ended September 30, 1994, were $15 million and $47 million,
respectively, on income before income taxes and extraordinary item of $26
million and $33 million, in the respective periods. Effective income tax rates
for the three and nine months ended September 30, 1995 were 35.2% and 39.5%,
respectively, compared with 57.6% and 141.1% in the prior year periods. The
unusually high effective rates in 1994 resulted principally from taxes on
profitable foreign operations while tax benefits were not available to offset
losses on U.S. operations. In 1995 higher levels of income in the U.S. and
certain foreign operations enabled the Company to recognize previously
unrecognized tax benefits. The unusual relationship between the pre-tax results
and the tax provision for both 1994 periods is explained by tax rate differences
and withholding taxes on foreign earnings as well as by the nondeductibility for
tax purposes of the amortization of goodwill and other purchase accounting
adjustments and of the share allocations made by the Company's Employee Stock
Ownership Plan ("ESOP"). Through 1994 the ESOP allocations were made under a
plan established in 1988 with a reversion of excess pension plan assets.
Beginning in 1995 Company contributions to fund ESOP allocations should be tax
deductible.
As a result of the repayment of debt in the first quarter of 1995 upon
completion of the 1995 Refinancing (see "Liquidity and Capital Resources"), the
nine month period ended September 30, 1995, included an extraordinary charge of
$30 million attributable to the write-off of unamortized debt issuance costs,
for which no tax benefit was available.
<PAGE>
Cash Flows
Net cash provided by operating activities, after cash interest paid of
$104 million, was $202 million for the first nine months of 1995 compared with
$127 million for the first nine months of 1994. The $75 million increase
resulted primarily from improved operating results. The Company made capital
expenditures of $115 million for the first nine months of 1995, including $19
million of investments in affiliated companies (compared with capital
expenditures of $63 million for the first nine months of 1994, including $13
million of investments in affiliated companies). Inventories and receivables
increased during the first nine months of 1995 primarily reflecting the
increased sales volume. The principal financing activities during the first nine
months of 1995 were related to the 1995 Refinancing described in "Liquidity and
Capital Resources" and the scheduled repayment of $25 million of debt in the
third quarter.
Liquidity and Capital Resources
In the first quarter of 1995 the Company completed the 1995 Refinancing
which reduced the amount of outstanding debt, significantly lowered interest
costs and provided less restrictive covenants. The net proceeds from the IPO,
totaling approximately $281 million, were used to repay indebtedness and the
proceeds of the 1995 Credit Agreement, which provided a secured multi-currency,
multi-borrower credit facility aggregating $1.0 billion, replaced outstanding
borrowings under the Company's previous bank credit agreement.
The 1995 Credit Agreement provides reduced borrowing rates, increased
borrowing capacity, less restrictive covenants and lower annual scheduled debt
maturities through 2001. The Company believes that amounts available from
operating cash flows and funds available under revolving facilities (the
"Revolving Facilities") incorporated in the 1995 Credit Agreement will be
sufficient to meet its expected cash needs and planned capital expenditures for
the foreseeable future.
As of September 30, 1995, the Company had outstanding borrowings of
$217 million under the Revolving Facilities. There was $281 million available
under the Revolving Facilities after reduction for borrowings and for $52
million of letters of credit usage. In addition the Company's foreign
subsidiaries had approximately $65 million available (after reduction for
borrowings of $32 million) under overdraft facilities which can be withdrawn by
the banks at any time. The Revolving Facilities are short-term borrowings by
their terms, and because a portion of the long-term debt under the Company's
previous bank credit agreement was replaced with borrowings under the Revolving
Facilities, a significantly larger portion of the Company's debt is now
classified as short-term.
<PAGE>
The 1995 Credit Agreement contains covenants that limit certain
activities and transactions and require the Company to meet certain financial
tests described in Note 10 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
Certain American Standard Inc. debt instruments also contain financial tests and
other covenants. In order to maintain compliance with the covenants and
restrictions contained in its previous credit agreements, it was necessary from
time to time for the Company to obtain waivers and amendments. The Company
believes it is currently in compliance with the provisions of the 1995 Credit
Agreement, but may in the future have to obtain waivers or amendments
thereunder.
As described in Note 7 of Notes to Consolidated Financial Statements in
the Company's Annual Report to Stockholders for the year ended December 31,
1994, and as updated for 1995 under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" in the Company's Quarterly Report on Form 10-Q to the
Securities and Exchange Commission for the three months ended June 30, 1995,
there are pending German Tax issues for the years 1984 through 1990. There has
been no significant change in circumstances in relation to these issues since
the second quarter of 1995.
In November 1995 the Company successfully completed a tender offer by
acquiring substantially all of the outstanding common shares and convertible
bonds of Etablissements Porcher ("Porcher"), a French manufacturer and
distributor of plumbing products in which the Company previously had an
ownership interest of 32.88%. The cost of the acquisition, estimated to be
approximately $25 million, was funded with a borrowing under the Company's
revolving credit facilities. In addition, approximately $36 million of Porcher
debt was assumed. For the nine months ended September 30, 1995, Porcher had
sales of $162 million.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
For a discussion of German tax issues see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" in Part I which is incorporated herein by reference.
Item 5. Other Information
(a) On September 27, 1995, the Company completed a secondary offering
of 22.5 million shares of the Company's common stock, substantially all of which
shares were owned by Kelso ASI Partners, L.P. Upon completion of the offering,
Kelso owned approximately 29% of the Company's 76.3 million outstanding shares
of common stock. All of the shares sold in the offering were previously issued
and outstanding shares, and the Company received no proceeds from the offering.
(b) In November 1995 the Company successfully completed a tender offer
by acquiring substantially all of the outstanding common shares and convertible
bonds of Porcher not previously owned by the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources," in Part I which is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The exhibits listed on the accompanying Index to Exhibits are
filed as part of this quarterly report on Form 10-Q.
(b) Reports on Form 8-K. During the quarter ended September 30, 1995, the
Company filed no reports on Form 8-K .
<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.
AMERICAN STANDARD COMPANIES INC.
(Registrant)
Date: November 13, 1995 By /s/ G. Ronald Simon
-------------------
G. Ronald Simon
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
AMERICAN STANDARD COMPANIES INC.
Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995
EXHIBIT INDEX
Exhibit No. 27 Description: Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 49,255
<SECURITIES> 5,117
<RECEIVABLES> 762,230
<ALLOWANCES> 23,259
<INVENTORY> 418,875
<CURRENT-ASSETS> 1,284,813
<PP&E> 1,356,772
<DEPRECIATION> 517,145
<TOTAL-ASSETS> 3,434,073
<CURRENT-LIABILITIES> 1,299,349
<BONDS> 1,757,293
<COMMON> 0
0
0
<OTHER-SE> (419,018)
<TOTAL-LIABILITY-AND-EQUITY> 3,434,073
<SALES> 3,910,313
<TOTAL-REVENUES> 3,910,313
<CGS> 2,892,670
<TOTAL-COSTS> 2,892,670
<OTHER-EXPENSES> 26,686
<LOSS-PROVISION> 8,918
<INTEREST-EXPENSE> 162,494
<INCOME-PRETAX> 197,441
<INCOME-TAX> 77,989
<INCOME-CONTINUING> 119,452
<DISCONTINUED> 0
<EXTRAORDINARY> (30,109)
<CHANGES> 0
<NET-INCOME> 89,343
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 0.00
</TABLE>
