FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-26703
G-I HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3483838
(State of Incorporation) (I. R. S. Employer
Identification No.)
818 Washington Street, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 429-8525
(Not applicable)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 May 13, 1996, the Registrant had 100 shares of common stock, $.01 par
value, outstanding.
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
G-I HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
Quarter Ended
----------------------
April 2, March 31,
1995 1996
-------- ---------
(Thousands)
Net sales................................. $ 306,433 $ 340,695
--------- ---------
Costs and expenses:
Cost of products sold................... 205,445 225,876
Selling, general and administrative..... 61,030 69,918
Goodwill amortization................... 3,477 3,598
--------- ---------
Total costs and expenses.............. 269,952 299,392
--------- ---------
Operating income.......................... 36,481 41,303
Interest expense.......................... (35,085) (37,799)
Equity in earnings of joint venture....... 450 1,414
Other income, net......................... 7,511 12,680
--------- ---------
Income from continuing operations before
income taxes and extraordinary item...... 9,357 17,598
Income taxes.............................. (3,636) (6,683)
Minority interest in income of subsidiary (2,894) (3,496)
--------- ---------
Income from continuing operations before
extraordinary item...................... 2,827 7,419
Discontinued operation (Note A):
Income (loss) from discontinued
operation, net of income tax benefits. (29) (300)
--------- ---------
Income before extraordinary item.......... 2,798 7,119
Extraordinary item, net of income tax
benefit of $5,016 (Note B).............. - (8,186)
--------- ---------
Net income (loss)......................... $ 2,798 $ (1,067)
========= =========
See Notes to Consolidated Financial Statements
1
<PAGE>
G-I HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
1995 1996
------------ ---------
ASSETS (Thousands)
Current Assets:
Cash....................................... $ 67,987 $ 48,575
Investments in trading securities.......... 23,331 20,589
Investments in available-for-sale
securities............................... 164,804 137,239
Investments in held-to-maturity securities. 15,017 16,693
Accounts receivable, trade, net............ 74,548 90,275
Accounts receivable, other................. 36,750 74,889
Insurance receivable....................... 15,226 20,711
Inventories................................ 175,486 189,955
Deferred income tax benefits............... 42,627 42,627
Other current assets....................... 11,063 11,012
---------- ---------
Total Current Assets..................... 626,839 652,565
Investment in limited partnership............ 450,000 450,000
Property, plant and equipment, net........... 708,883 708,960
Goodwill, net................................ 477,923 472,929
Insurance receivable......................... 185,216 177,624
Receivable from parent company............... 8,662 8,646
Net assets of discontinued operation......... 13,582 13,504
Other assets................................. 89,769 83,586
---------- ---------
Total Assets................................. $2,560,874 $2,567,814
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current Liabilities:
Short-term debt............................ $ 36,199 $ 22,450
Current maturities of long-term debt....... 9,387 3,432
Accounts payable........................... 95,053 95,453
Accrued liabilities........................ 106,271 111,914
Reserve for asbestos claims................ 84,441 76,262
Income taxes............................... 5,487 6,696
---------- ---------
Total Current Liabilities................ 336,838 316,207
---------- ---------
Long-term debt less current maturities..... 1,550,347 1,589,593
---------- ---------
Deferred income taxes...................... 89,931 91,281
---------- ---------
Reserve for asbestos claims................ 297,439 283,313
---------- ---------
Other liabilities.......................... 174,429 170,738
---------- ---------
Minority interest in subsidiaries.......... 113,597 117,603
---------- ---------
Shareholder's Equity (Deficit):
Common stock, $.01 par value per share;
1,000 shares authorized: 100 shares
issued and outstanding................... - -
Additional paid-in capital................. 50,129 50,338
Excess of purchase price over the adjusted
historical cost of the predecessor company
shares owned by GAF's shareholders....... (72,605) (72,605)
Retained earnings.......................... 6,213 4,146
Cumulative translation adjustment and other 14,556 17,200
---------- ---------
Shareholder's Equity (Deficit)........... (1,707) (921)
---------- ---------
Total Liabilities and Shareholder's Equity
(Deficit).................................. $2,560,874 $2,567,814
========== ==========
See Notes to Consolidated Financial Statements
2
<PAGE>
G-I HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter Ended
--------------------
April 2, March 31,
1995 1996
-------- ---------
(Thousands)
Cash and cash equivalents, beginning of
period...................................... $147,144 $ 91,318
-------- --------
Cash provided by (used in) operating activities:
Net income (loss)........................... 2,798 (1,067)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Non-cash extraordinary charge........... - 8,143
Loss from discontinued operation........ 29 300
Depreciation............................ 13,357 14,883
Goodwill amortization................... 3,477 3,598
Deferred income taxes................... 518 (1,740)
Non-cash interest charges............... 19,891 18,801
(Increase) decrease in working capital items (59,143) (43,409)
Payments of asbestos claims, net............ (16,441) (22,212)
Change in cumulative translation adjustment. 7,979 (2,307)
Other, net.................................. (5,912) 5,938
-------- --------
Net cash used in continuing operations.... (33,447) (19,072)
Net cash provided by (used in)
discontinued operations................. 110 (222)
-------- --------
Net cash used in operating activities..... (33,337) (19,294)
-------- --------
Cash provided by (used in) investing activities:
Capital expenditures and acquisition........ (12,048) (14,756)
Purchases of available-for-sale securities.. (97,515) (49,261)
Purchases of held-to-maturity securities.... (3,285) (17,116)
Designation of securities as available-for-
sale...................................... (2,697) -
Proceeds from sales of available-for-sale
securities................................ 42,031 85,445
Proceeds from held-to-maturity securities... - 15,439
-------- --------
Net cash provided by (used in) investing
activities.............................. (73,514) 19,751
-------- --------
Cash provided by (used in) financing activities:
Proceeds (repayments) from sales of accounts
receivable................................ 2,949 (12,055)
Increase (decrease) in short-term debt...... 23,695 (14,081)
Increase in long-term debt, net............. 6,712 5,001
Decrease in restricted cash................. 16,503 -
Decrease in loan from parent company........ (1,800) -
Dividends paid to parent company............ (24,010) (1,046)
Subsidiary's repurchases of common stock.... (2,445) (464)
Other, net.................................. (184) 34
-------- --------
Net cash provided by (used in) financing
activities.............................. 21,420 (22,611)
-------- --------
Net change in cash and cash equivalents....... (85,431) (22,154)
-------- --------
Cash and cash equivalents, end of period...... $ 61,713 $ 69,164
======== ========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized)...... $ 17,560* $ 18,632*
Income taxes.............................. 2,823 1,953
*Includes interest paid on partnership non-recourse debt of $8 million
for each of the first quarters of 1995 and 1996.
See Notes to Consolidated Financial Statements
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The "Company" refers to G-I Holdings Inc. and its subsidiaries, and the
"Registrant" refers to G-I Holdings Inc. These financial statements reflect,
in the opinion of the Registrant, all adjustments necessary to present fairly
the financial position of the Company at December 31, 1995 and March 31, 1996,
and the results of operations and cash flows for the periods ended April 2,
1995 and March 31, 1996. All adjustments are of a normal recurring nature.
These financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (the "Form
10-K").
NOTE A: Discontinued Operation
On March 14, 1996, the Company agreed to sell WAXQ, a
commercial radio station operated by GAF Broadcasting Company, Inc.
("GAF Broadcasting"), a wholly-owned subsidiary of the Company, to
Entertainment Communications, Inc. (which has in turn agreed to
transfer the station to Viacom, Inc.) for a purchase price of $90
million. The transaction is subject to a number of conditions,
including obtaining the consent of the Federal Communications
Commission. Accordingly, GAF Broadcasting is reported as a
discontinued operation at March 31, 1996, and the consolidated
financial statements have been reclassified to report separately the
net assets and operating results of GAF Broadcasting. The Company's
prior year financial statements have been restated to reflect
continuing operations.
Net assets of GAF Broadcasting at March 31, 1996 consist
primarily of fixed assets and intangibles. The gain on disposal
will be recorded when the sale is completed.
Summary operating results for GAF Broadcasting for the first
quarters of 1995 and 1996 are as follows:
First Quarter
-----------------
1995 1996
------ ------
(Thousands)
Sales $1,475 $1,214
Loss before income taxes (47) (484)
Income tax benefit 18 184
Net loss (29) (300)
NOTE B: Extraordinary Item
In February 1996, the Registrant completed the exchange of
$189.3 million in accreted value of its outstanding Senior Discount
Notes due 1998, representing 36.7% of the total issue, for $200
million of its new Senior Notes due February 15, 2006, which bear
interest payable in cash at the rate of 10% per annum. In
connection therewith, the Company recorded an extraordinary loss of
$8.2 million, net of related income tax benefit of $5 million.
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C: Business Segment Information:
First Quarter
---------------------
1995 1996
------- ------
(Millions)
Net Sales:
ISP*.......................... $ 167.8 $ 174.0
Building Materials............ 138.6 166.7
------- -------
Total....................... $ 306.4 $ 340.7
======= =======
Operating Income:
ISP........................... $ 31.2 $ 34.2
Building Materials............ 7.0 7.7
Other......................... (1.7) (.6)
------- -------
Total....................... $ 36.5 $ 41.3
======= =======
* Excludes sales by International Specialty Products Inc. ("ISP")
to Building Materials Corporation of America ("BMCA") and U.S.
Intec, Inc. ("USI").
NOTE D: Inventories consist of the following:
December 31, March 31,
1995 1996
------------ ---------
(Thousands)
Finished goods............... $ 106,157 $ 118,253
Work in process.............. 28,134 30,707
Raw materials and supplies... 44,336 44,339
--------- ---------
Total...................... 178,627 193,299
Less LIFO reserve............ (3,141) (3,344)
--------- ---------
Inventories.................. $ 175,486 $ 189,955
========= -========
NOTE E: Contingencies
Asbestos Claims Filed Against GAF
As of March 31, 1996, GAF Corporation ("GAF"), the parent of
the Registrant, had been named as a defendant in approximately
48,400 pending lawsuits involving alleged health claims relating to
the inhalation of asbestos fiber ("Asbestos Claims"), having
resolved approximately 205,000 Asbestos Claims. Plaintiffs in
approximately 12,900 of the pending lawsuits were preliminarily
enjoined from proceeding with their claims other than in accordance
with the pending class-action settlement of future asbestos bodily
injury claims (the "Settlement"). Since December 31, 1995, GAF has
settled approximately 3,900 Asbestos Claims and received notice of
approximately 3,200 new Asbestos Claims (of which approximately
2,300 are subject to the preliminary injunction). On May 10, 1996,
the United States Court of Appeals for the Third Circuit (the "Third
Circuit") issued an opinion, concluding that the class action was
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE E: (Continued)
not certifiable as a class action, thus reversing the decision of
the lower court which (i) found the Settlement fair and reasonable
and (ii) issued the preliminary injunction. The Company intends to
pursue vigorously a continuation of the preliminary injunction and a
rehearing before the Third Circuit en banc and ultimately, if
necessary, an appeal of the Third Circuit's decision to the United
States Supreme Court. The Company continues to believe the
Settlement will ultimately be upheld on appeal.
The reserves of GAF and the Company for asbestos bodily injury
claims, as of March 31, 1996, were approximately $359.6 million
(before estimated present value of recoveries from products
liability insurance policies of approximately $185.6 million and
related deferred tax benefits of approximately $66.8 million).
Certain components of the asbestos-related liability and the related
insurance recoveries have been reflected on a discounted basis in
the Company's financial statements. The aggregate undiscounted
liability, as of March 31, 1996, before estimated recoveries from
products liability insurance policies, was $401.9 million. The
estimate of liability for Asbestos Claims is based on the Settlement
becoming effective and on assumptions which relate, among other
things, to the number of new cases filed, the cost of resolving
(either by settlement or litigation or through the mechanism
established by the Settlement) pending and future claims, the
realization of related tax benefits, the favorable resolution of
pending litigation against certain insurance companies and the
amount of GAF's recoveries from various insurance companies.
The Company believes that the reserves established on its books
(which reflect the discounting of a portion of the liabilities),
together with anticipated available insurance proceeds, will be
sufficient to satisfy all pending Asbestos Claims and all claims
anticipated to be resolved during the ten-year period of the
Settlement. There can be no assurance, however, that the
assumptions referred to above are correct.
Although any opinion is necessarily judgmental and must be
based on information currently known, it is the opinion of GAF and
the Company, based on the assumptions referred to above and their
analysis of their future business, financial prospects and cash
flows, that asbestos-related bodily injury claims will not,
individually or in the aggregate, have a materially adverse effect
on the respective financial positions, results of operations or
liquidity of GAF and the Company, after giving effect to the
aforementioned reserves. Although management believes that the
Settlement will ultimately be upheld on appeal, in the event that
the Third Circuit's decision is not reversed and the Settlement is
not upheld, or the conditions to the effectiveness of the Settlement
are not satisfied, GAF and the Company could be required to increase
their estimates of the discounted asbestos-related liabilities, and
it is not currently possible to estimate the range or amount of such
possible additional liability.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE E: (Continued)
GAF has also been named as a co-defendant in asbestos-in-
buildings cases for economic and property damage or other injuries
based upon an alleged present or future need to remove asbestos-
containing materials from public and private buildings. Since these
actions were first initiated 13 years ago, GAF has not only
successfully disposed of approximately 138 such cases at an average
disposition cost (including cases disposed of at no cost to GAF) of
approximately $13,500 per case (all of which have been paid by
insurance under reservation of rights), but is a co-defendant in
only 10 remaining lawsuits.
Environmental Litigation
The Company, together with other companies, is a party to a
variety of proceedings and lawsuits involving environmental matters
("Environmental Claims"), in which recovery is sought for the cost
of cleanup of contaminated sites, a number of which are in the early
stages or have been dormant for protracted periods.
At most sites, the Company anticipates that liability will be
apportioned among the companies found to be responsible for the
presence of hazardous substances at the site. The Company estimates
that its liability in respect of all Environmental Claims and
certain other environmental compliance expenses, as of March 31,
1996, will be approximately $30 million, before insurance recoveries
reflected on the Company's balance sheet (discussed below) of $12.5
million ("estimated recoveries"). In the opinion of the Company's
management, the resolution of the Environmental Claims should not
be, individually or in the aggregate, material to the results of
operations, liquidity or financial position of the Company.
However, adverse decisions or events, particularly as to the
liability and the financial responsibility of the other parties
involved at each site and their insurers, could cause the Company to
increase its estimate of its liability in respect of such matters.
It is not currently possible to estimate the amount or range of any
additional liability.
After considering the relevant legal issues and other pertinent
factors, the Company believes that it will receive the estimated
recoveries and it may receive amounts substantially in excess
thereof. The Company believes it is entitled to substantially full
defense and indemnity under its insurance policies for most
Environmental Claims, although the Company's insurers have not
affirmed a legal obligation under the policies to provide indemnity
for such claims.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE E: (Continued)
The estimated recoveries are based in part upon interim
agreements with certain insurers. The Company terminated these
agreements in 1995 and commenced litigation seeking amounts
substantially in excess of the estimated recoveries. While the
Company believes that its claims are meritorious, there can be no
assurance that the Company will prevail in its efforts to obtain
amounts equal to, or in excess of, the estimated recoveries.
For further information regarding asbestos-related and
environmental matters, reference is made to "Item 3. Legal
Proceedings" in the Company's Form 10-K.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations - First Quarter 1996 Compared With
First Quarter 1995
The Company recorded a first quarter 1996 net loss of $1.1 million
compared with net income of $2.8 million in the first quarter of 1995. The
net loss for this year's quarter reflected an extraordinary charge of $8.2
million (net of a related income tax benefit of $5 million) related to the
exchange of a portion of G-I Holdings' senior debt (see Note B to Consolidated
Financial Statements). The net results for the first quarter of 1996 also
reflected higher operating income and other income, partially offset by
increased interest expense.
The Company's first quarter operating income was $41.3 million, an
increase of 13% over last year's $36.5 million, resulting primarily from
higher operating income for ISP. Net sales for the first quarter increased by
11% to $340.7 million from last year's $306.4 million.
ISP's net sales (excluding sales to BMCA and USI) were $174 million for
the first quarter of 1996 compared with $167.8 million for the same period
last year. The 4% sales growth was attributable to increased sales of
specialty chemicals (up $9 million or 6%), primarily reflecting increased
sales volumes and higher selling prices. This increase resulted from
increased sales in the U.S., Europe and the Western Hemisphere. Sales for the
mineral products business (excluding sales to BMCA and USI) decreased by $2.8
million (28%) due to lower sales volumes resulting from a lost customer and
adverse weather conditions.
ISP's operating income for the first quarter of 1996 increased by 10% to
$34.2 million from last year's $31.2 million. The increase in operating
income was attributable to higher specialty chemicals operating income (up
$5.6 million or 22%), partially offset by lower mineral products results (down
$1.5 million or 37%). The higher specialty chemicals operating income
resulted from the higher sales levels and improved gross margins (up 3.2
percentage points) due primarily to improved price/cost margins and continued
benefits from the Company's reengineering program.
The Company's building materials business ("Building Materials") is
conducted through two wholly-owned subsidiaries, BMCA and USI. Building
Materials' net sales for the first quarter were $166.7 million, a 20% increase
over last year's sales of $138.6 million, primarily reflecting sales of USI,
which was acquired in October 1995, and also reflecting 5% higher BMCA sales
due to higher average selling prices and increased unit volumes of commercial
roofing products.
Operating income for Building Materials for the first quarter of 1996 was
$7.7 million compared with $7 million recorded in last year's quarter. The
higher operating income resulted from the higher sales volumes and from
improved BMCA gross margins (up .7 percentage point) resulting primarily from
higher average selling prices, partially offset by an operating loss of $.4
million at USI.
9
<PAGE>
Interest expense increased to $37.8 million for the first quarter of this
year compared with $35.1 million for the same period last year. The increase
was due primarily to higher debt levels.
Other income, net for the first quarter was $12.7 million compared with
$7.5 million for the first quarter of 1995, with the increase primarily
attributable to higher investment income and gains associated with ISP's
program to hedge certain of its foreign currency exposures.
Liquidity and Financial Condition
During the first quarter of 1996, the Company used $19.3 million of cash
for operations, invested $14.8 million in capital expenditures and an
acquisition, and generated $34.5 million from net sales of available-for-sale
and held-to-maturity securities, for a net cash inflow of $.5 million before
financing activities. Such cash inflow was net of $22.2 million in net
payments of asbestos claims.
Cash invested in additional working capital totaled $43.4 million during
the first quarter of 1996. This amount principally reflected a $41.7 million
increase in receivables due mainly to higher sales in March 1996 versus
December 1995, and a $14.2 million increase in inventories due primarily as a
result of a seasonal increase for Building Materials. Cash from operations in
the first quarter included a $5.1 million dividend received from the GAF-Huls
Chemie GmbH joint venture.
Net cash used in financing activities during the first quarter of 1996
was $22.6 million, principally comprised of a $14.1 million decrease in short-
term borrowings , $12.1 million of repayments related to the sale of
receivables, and $1 million in dividends paid to GAF, partially offset by a
net increase in long-term debt of $5 million.
As a result of the foregoing factors, cash and cash equivalents decreased
by $22.2 million during the first quarter of 1996 to $69.2 million (excluding
$137.2 million of available-for-sale securities and $16.7 million of held-to-
maturity securities).
In February 1996, the Registrant completed the exchange of $189.3 million
in accreted value of its outstanding Senior Discount Notes due 1998,
representing 36.7% of the total issue, for $200 million of its new Senior
Notes due February 15, 2006, which bear interest payable in cash at the rate
of 10% annum.
On March 14, 1996, the Company agreed to sell WAXQ, a commercial radio
station operated by GAF Broadcasting Company, Inc., a wholly-owned subsidiary
of the Company, to Entertainment Communications, Inc. (which has in turn
agreed to transfer the station to Viacom, Inc.) for a purchase price of $90
million. The transaction is subject to a number of conditions, including
obtaining the consent of the Federal Communications Commission.
As of March 31, 1996, $30.4 million of letters of credit were outstanding
under BMCA's revolving lines of credit and no amounts had been borrowed
thereunder.
10
<PAGE>
ISP's bank credit agreements and the indentures relating to ISP's 9%
Senior Notes and BMCA's Senior Deferred Coupon Notes contain restrictions
which limit the amount of dividends and loans that may be made to affiliates,
including the Registrant. As of March 31, 1996, ISP could have paid dividends
in the aggregate amount of $59.5 million, of which $49 million would have been
available to the Registrant, and could have made loans to affiliates of $57.7
million, and BMCA could have paid dividends of up to $37.3 million. In
addition, as of March 31, 1996, loans in the aggregate amount of $97.2 million
were owed by ISP to the Registrant, and a loan of $21.9 million was owed by
BMCA to the Registrant.
See Note E to Consolidated Financial Statements for information regarding
contingencies.
11
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The discussion relating to legal proceedings contained in Note E to
Consolidated Financial Statements in Part I is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only.
(b) No Reports on Form 8-K were filed during the quarter ended March 31,
1996.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
G-I Holdings Inc.
DATE: May 14, 1996 BY: /s/James P. Rogers
------------ ----------------------------
James P. Rogers
Senior Vice President and
Chief Financial Officer
DATE: May 14, 1996 BY: /s/Jonathan H. Stern
------------ -----------------------------
Jonathan H. Stern
Vice President and Controller
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
QUARTER 1996 10-Q OF G-I HOLDINGS INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 48575
<SECURITIES> 174521
<RECEIVABLES> 185875
<ALLOWANCES> 0
<INVENTORY> 189955
<CURRENT-ASSETS> 652565
<PP&E> 708960
<DEPRECIATION> 0
<TOTAL-ASSETS> 2567814
<CURRENT-LIABILITIES> 316207
<BONDS> 1589593
0
0
<COMMON> 0
<OTHER-SE> (921)
<TOTAL-LIABILITY-AND-EQUITY> 2567814
<SALES> 340695
<TOTAL-REVENUES> 340695
<CGS> 225876
<TOTAL-COSTS> 225876
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37799
<INCOME-PRETAX> 17598
<INCOME-TAX> 6683
<INCOME-CONTINUING> 7419
<DISCONTINUED> (300)
<EXTRAORDINARY> (8186)
<CHANGES> 0
<NET-INCOME> (1067)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
