<PAGE> 1
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, 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 0-23378
------------------
Thermadyne Holdings Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-2482571
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
101 S. Hanley, St. Louis, MO 63105
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 314/721-5573
----------------------------
Indicate by X 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 by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
----- -----
The number of shares outstanding of the issuer's common stock, par value
$0.01 per share, as of October 21, 1996, was 10,874,819.
<PAGE> 2
THERMADYNE HOLDINGS CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 6- 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . . . . . . . . . . 9-12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE> 3
THERMADYNE HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,099 $ 1,838
Accounts receivable, less allowance for
doubtful accounts of $1,822 and
$1,888, respectively 69,845 48,136
Inventories 100,865 66,781
Prepaid expenses and other 9,537 8,247
Net assets of discontinued operations --- 72,829
----------- ----------
Total current assets 185,346 197,831
Property, plant and equipment, at cost, net 88,994 58,451
Deferred financing costs, net 7,538 10,600
Intangibles, at cost, net 97,754 148,228
Other assets 10,563 1,256
----------- ----------
Total assets $ 390,195 $ 416,366
=========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 36,559 $ 25,155
Accrued and other liabilities 31,839 21,685
Accrued interest 14,209 5,705
Income taxes payable 8,740 2,456
Current maturities of long-term obligations 3,914 17,663
----------- ----------
Total current liabilities 95,261 72,664
Long-term obligations, less current maturities 435,526 438,848
Other long-term liabilities 44,206 37,100
Shareholders' deficit:
Common stock, $.01 par value, 25,000,000
shares authorized, 10,874,819 and 10,705,765 shares
issued and outstanding at September 30, 1996 and
December 31, 1995, respectively 109 107
Additional paid-in capital 141,140 138,583
Accumulated deficit (327,697) (269,828)
Foreign currency translation 1,650 (1,108)
----------- ----------
Total shareholders' deficit (184,798) (132,246)
----------- ----------
Total liabilities and shareholders' deficit $ 390,195 $ 416,366
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
THERMADYNE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 1996 September 30, 1995 September 30, 1996 September 30, 1995
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net Sales $ 137,019 $ 102,536 $ 407,168 $ 312,324
Operating Expenses:
Cost of goods sold 87,101 61,614 255,999 186,792
Selling, general and administrative expenses 25,592 20,616 78,544 64,505
Amortization of goodwill 22,152 25,455 71,736 76,619
Amortization of other intangibles 1,606 3,692 5,522 10,912
Net periodic postretirement benefits 850 551 2,070 1,655
------------ ------------ ------------ ------------
Operating loss (282) (9,392) (6,703) (28,159)
Other expense:
Interest expense (12,726) (11,331) (37,178) (34,264)
Amortization of deferred financing costs (476) (908) (2,248) (2,972)
Other, net 386 402 (1,698) 67
------------ ------------ ------------ ------------
Loss from continuing operations before income tax provision
and extraordinary item (13,098) (21,229) (47,827) (65,328)
Income tax provision 5,572 1,884 14,807 6,624
------------ ------------ ------------ ------------
Loss from continuing operations before extraordinary item (18,670) (23,113) (62,634) (71,952)
Discontinued operations:
Gain on disposal of discontinued operations, net of
applicable taxes of $14,732 (946) --- 8,480 ---
Losses from discontinued operations, net of income taxes --- (5,441) --- (17,205)
------------ ------------ ------------ ------------
Loss before extraordinary item (19,616) (28,554) (54,154) (89,157)
Extraordinary item - Loss on early extinguishment of debt,
net of tax benefit of $2,001 --- --- (3,715) ---
------------ ------------ ------------ ------------
Net loss $ (19,616) $ (28,554) $ (57,869) $ (89,157)
============ ============ ============ ============
Per share amounts:
Loss from continuing operations $ (1.73) $ (2.30) $ (5.83) $ (7.18)
Loss before extraordinary item (1.82) (2.84) (5.04) (8.90)
Net loss (1.82) (2.84) (5.38) (8.90)
Weighted average shares outstanding 10,780,499 10,049,222 10,747,854 10,016,588
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
THERMADYNE HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1996 September 30, 1995
------------------- ------------------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net loss $ (57,869) $ (89,157)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Net periodic postretirement benefits 2,070 1,655
Depreciation 9,577 7,136
Amortization of goodwill 71,736 76,619
Amortization of other intangibles 5,522 10,912
Amortization of deferred financing costs 2,248 2,972
Net gain on sale of discontinued operations (8,480) ---
Extraordinary item 3,715 ---
Utilization of net operating loss carryforwards 1,757 ---
Noncash charges for discontinued operations --- 22,639
Changes in operating assets and liabilities:
Accounts receivable (10,088) (8,358)
Inventories (14,543) (8,404)
Prepaid expenses and other (308) 515
Accounts payable 2,273 (787)
Accrued and other liabilities (2,726) 2,494
Accrued interest 8,391 6,903
Income taxes payable 790 2,128
Other long-term liabilities (2,538) (2,041)
Discontinued operations --- 2,882
------------ ------------
Total adjustments 69,396 117,265
------------ ------------
Net cash provided by operating activities 11,527 28,108
------------ ------------
Cash flows provided by (used in) investing activities:
Capital expenditures, net (10,127) (4,996)
Change in other assets (3,454) 32
Acquisitions, net of cash (74,011) (3,370)
Proceeds from sale of discontinued operations 112,359 ---
Investing activities of discontinued operations --- (3,847)
------------ ------------
Net cash provided by (used in) investing activities 24,767 (12,181)
------------ ------------
Cash flows used in financing activities:
Change in long-term receivables 126 (66)
Repayment of long-term obligations (135,353) (22,458)
Borrowing of long-term obligations 114,154 402
Financing fees (3,855) (180)
Issuance of common stock 2,014 5,434
Change in accounts receivable securitization (7,470) 2,353
Financing activities of discontinued operations --- (490)
Other (2,649) (1,934)
------------ ------------
Net cash used in financing activities (33,033) (16,939)
------------ ------------
Net increase (decrease) in cash and cash equivalents 3,261 (1,012)
Cash and cash equivalents at beginning of period 1,838 7,286
------------ ------------
Cash and cash equivalents at end of period $ 5,099 $ 6,274
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
THERMADYNE HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)
1. BASIS OF PRESENTATION
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim consolidated financial statements reflect all
material adjustments (only of a normal recurring nature) which are, in the
opinion of management, necessary for a fair presentation of financial position
and results of operations. The results for the three and nine months ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for a full fiscal year.
STATEMENTS OF CASH FLOWS
For purposes of the Statements of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less to
be cash equivalents. Interest and taxes paid were as follows:
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
Interest $ 28,787 $ 27,361
Taxes 10,835 3,798
EARNINGS (LOSS) PER SHARE
</TABLE>
Net loss per share is based on the weighted average number of shares
outstanding assuming all exchange arrangements contemplated by the Company's
1994 financial restructuring have been completed.
6
<PAGE> 7
2. INVENTORIES
The composition of inventories at September 30, 1996 was as follows:
<TABLE>
<S> <C>
Raw materials $ 19,842
Work-in-process 24,150
Finished goods 61,281
LIFO Reserve (4,408)
---------
Total $100,865
========
</TABLE>
3. ACQUISITION OF DUXTECH PTY. LTD.
On January 18, 1996, the Company acquired all of the issued and
outstanding capital stock of Duxtech Pty. Ltd., an Australian holding company
that operates CIGWELD, the leading manufacturer of welding products in
Australia and New Zealand. The acquisition was consummated pursuant to the
terms of a Share Sale Agreement dated November 18, 1995. The aggregate
consideration paid was approximately $74,000 of which approximately $21,500 was
the assumption of existing debt. The remaining balance was paid in cash which
was financed through cash on hand and Borrowing under the Company's existing
credit agreement.
The operating results of CIGWELD have been included in the
Consolidated Statements of Operations from February 1, 1996. The pro forma
unaudited results of operations for the nine months ended September 30, 1996
and 1995, respectively, assuming consummation of the purchase as of January 1,
1995, are as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
1996 1995
---- ----
<S> <C> <C>
Net sales $ 413,331 $ 385,057
Loss from continuing operations (63,268) (71,992)
Net loss (58,503) (89,197)
Per share amounts:
Loss from continuing operations (5.89) (7.19)
Net loss (5.44) (8.90)
</TABLE>
Such pro forma amounts are not necessarily indicative of what the
actual consolidated results of operations might have been if the acquisition
had been effective at the beginning of fiscal 1995.
7
<PAGE> 8
The transaction was accounted for as a purchase. The excess of cost
over fair value of net assets purchased is being amortized over a period of 40
years. The purchase price has been allocated to the underlying assets and
liabilities based on fair values at the date of acquisition. A summary of the
purchase price allocation is as follows:
<TABLE>
<S> <C>
Net working capital $ 21,220
Excess of cost over fair value of net assets acquired 31,002
Net property, plant and equipment 29,083
Other non-current liabilities, net (7,294)
----------
$ 74,011
==========
</TABLE>
4. DISCONTINUED OPERATIONS
On April 26, 1996, the Company completed the sale of substantially all
of the assets of Coyne Cylinder Company, and on June 27, 1996, the Company
completed the sale of its Floor Maintenance business. The total proceeds from
these two transactions totaled $137,000 and consisted of approximately $114,000
in cash and approximately $23,000 in the assumption or elimination of certain
liabilities. The Company realized a net gain of $8,480 on these two
transactions, net of applicable taxes of $14,732.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Included in the following discussions are comparisons of earnings
before interest, taxes, depreciation, amortization, reorganization and
restructuring costs, and extraordinary gain ("EBITDA"). The Company believes
that EBITDA is a useful supplement to net earnings (loss) and other
consolidated income statement data in understanding cash flows generated from
operations that is available for taxes, debt service and capital expenditures,
but should not be construed as an alternative to operating income or cash flows
from operating activities (as determined in accordance with generally accepted
accounting principles). EBITDA is also one of the financial measures by which
the Company's covenants are calculated under its debt agreements.
The Company conducts its continuing operations through two segments:
cutting and welding products ("Cutting and Welding") and wear-resistant
products ("Wear Resistance"). The following table presents net sales
information by segment for the periods indicated (in thousands):
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, 1996 September 30, 1995 September 30, 1996 September 30, 1995
------------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Net sales:
Cutting and Welding $ 104,364 $ 71,222 $ 306,907 $ 218,682
Wear Resistance 32,655 31,314 100,261 93,642
----------- ----------- ---------- -----------
Total $ 137,019 $ 102,536 $ 407,168 $ 312,324
========== ========== ========== ==========
</TABLE>
RESULTS OF OPERATIONS
Three Months ended September 30, 1996 compared to Three Months ended September
30, 1995
Net sales for the three months ended September 30, 1996 were up 33.6% to
$137.0 million, which is an increase of $34.5 million over the $102.5 million
reported for the three months ended September 30, 1995. EBITDA was $27.6
million for the three-month period ended September 30, 1996, an increase of
$4.7 million, or 20.7%, from $22.9 million for the same three-month period of a
year ago. EBITDA for CIGWELD, which was acquired effective February 1 of this
year, was $3.0 million for the three months ended September 30, 1996. Cutting
and Welding sales increased to $104.4 million from $71.2 million for the three
months ended September 30, 1996 and 1995, respectively. This $33.1 million, or
46.5%, increase includes $27.9 million in sales applicable to CIGWELD.
Excluding CIGWELD, Cutting and Welding sales increased $5.2 million, or 7.3%,
and is the result of successful new product introductions and
9
<PAGE> 10
increased demand in Europe and Asia. Wear Resistance sales increased from
$31.3 million for the three months ended September 30, 1995 to $32.7 million
for the three months ended September 30, 1996. This 4.3%, or $1.3 million
increase is due to additional equipment business in Europe and increased demand
for consumables in North and South America.
Cost of goods sold as a percentage of sales increased to 63.6% from
60.1% for the three months ended September 30, 1996 and 1995, respectively.
This increase was expected as the average gross margin on CIGWELD products is
lower than the Company's existing businesses' blended margin.
Selling, general and administrative expenses for the quarter ended
September 30, 1996 increased to $25.6 million from $20.6 million, for the three
months ended September 30, 1995. CIGWELD accounts for $4.8 million of this
$5.0 million increase. As a percentage of sales for the quarter ended
September 30, 1996, selling, general and administrative expenses were 18.7%,
down from 20.1% for the quarter ended September 30, 1995.
Amortization of other intangibles has decreased from 1995 due to the
early adoption of Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," during the fourth quarter of 1995, which resulted in a
write-down of these assets of approximately $33.2 million.
Interest expense increased 12.3% to $12.7 million for the third quarter
of 1996 from $11.3 million for the same period of the prior year. The increase
in interest expense results primarily to debt incurred in the acquisition of
CIGWELD in February 1996.
Income tax expense increased to $5.6 million from $1.9 million for the
three months ended September 30, 1996 and 1995, respectively. The increase of
$3.7 million is largely due to the adjustment of the deferred tax valuation
allowance for reversing temporary differences and the utilization of net
operating loss carryforwards. In addition, the Company experienced an increase
in foreign income tax expense, including approximately $0.2 million
attributable to CIGWELD.
Nine Months ended September 30, 1996 compared to Nine Months ended September
30, 1995
Net sales for the nine months ended September 30, 1996 increased $94.8
million to $407.2 million. This was a 30.4% increase over net sales for the
nine months ended September 30, 1995 of $312.3 million. EBITDA for the
nine-month period ended September 30, 1996 was $82.2 million. This represents
a 20.5%, or $14.0 million increase over EBITDA of $68.2 million for the nine
months ended September 30, 1995. CIGWELD reported EBITDA of $8.4 million for
the eight-month period from February 1, 1996, the effective date of its
acquisition. Cutting and
10
<PAGE> 11
Welding sales increased 40.3%, or $88.2 million over the $218.7 million for the
nine months ended September 30, 1995. Sales of $306.9 million for the nine
months ended September 30, 1996 include the eight-month total of $73.1 million
applicable to CIGWELD. Excluding CIGWELD, the increase in Cutting and Welding
sales was $15.1 million, or 6.9%. Strong demand in Europe, Asia and the Middle
East, penetration of related markets, and to a lesser extent, new product
introductions, have all contributed to the sales growth. Wear Resistance sales
increased 7.1%, or $6.6 million, to $100.3 million for the nine months ended
September 30, 1996 from $93.6 million for the nine months ended September 30,
1995. This was largely due to incremental equipment and consumable business in
Europe and North and South America.
Cost of goods sold as a percentage of sales increased to 62.9% for the
nine months ended September 30, 1996 from 59.8% for the nine months ended
September 30, 1995. CIGWELD's lower average gross margin has resulted in a
lower overall blended margin for the Company, as expected.
Selling, general and administrative expenses increased $14.0 million to
$78.5 million for the nine months ended September 30, 1996 from $64.5 million
for the nine months ended September 30, 1995. Through September 30, 1995,
CIGWELD's selling, general and administrative expenses were $12.4 million, or
17.0% of its sales. The Company's selling, general and administrative expenses
were 19.3% of sales for the nine months ended September 30, 1996, compared to
20.7% of sales for the same nine months of 1995.
Amortization of other intangibles has decreased from 1995 due to the
early adoption of Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" during the fourth quarter of 1995, which resulted in a write
down of these assets of approximately $33.2 million.
Interest expense for the nine months ended September 30, 1996 increased
$2.9 million to $37.2 million, compared to $34.3 million for the first nine
months of 1995. The acquisition of CIGWELD in February 1996 accounts for the
majority of this increase.
Income tax expense increased $8.2 million to $14.8 million for the nine
months ended September 30, 1996, from $6.6 million for the nine months ended
September 30, 1995. The increase is largely due to the adjustment of the
deferred tax valuation allowance for reversing temporary differences and the
utilization of net operating loss carryforwards. In addition, the Company
experienced an increase in foreign income tax expense, including approximately
$1.0 million attributable to CIGWELD.
11
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
Working Capital and Cash Flows. Cash provided by operating activities
was $11.5 million for the nine months ended September 30, 1996 compared to
$28.1 million for the nine months ended September 30, 1995. This change is
primarily the result of a net increase in the operating assets and liabilities
of the Company of $18.7 million for the nine months ended September 30, 1996
compared to a net increase of $4.7 million for the same period of a year ago.
Investing activities provided cash of $24.8 million in the first nine months of
1996, while using cash of $12.2 million in the first nine months of 1995. This
difference is primarily the result of the sale in 1996 of previously
discontinued operations which provided cash of $112.4 million in the nine
months ended September 30, 1996, compared to a use of cash by these operations
of $3.8 million in the first nine months of 1995, and cash used for
acquisitions thus far in 1996 of $74.0 million compared to $3.4 million in
1995. In addition, capital expenditures totaled $10.1 million through
September 30, 1996 compared to $5.0 million through September 30, 1995. Cash
used in financing activities was $33.0 million in the nine-month period ended
September 30, 1996 compared to $16.9 million in the same period of the prior
year. This change is largely the result of an increase in cash used for
financing fees of $3.7 million related to the acquisition of CIGWELD and the
amendment and restatement of the Company's credit agreement, a decrease in cash
received related to stock option activity of $3.4 million, and a net increase
in cash used by the accounts receivable securitization program of $9.8 million
resulting primarily from the sale of discontinued operations and the
elimination of the related receivables from the securitization program.
Liquidity. During the nine-month period ended September 30, 1996, the
Company had a net reduction in its long-term obligations of $40.3 million,
which is comprised of $32.8 million of on-balance sheet obligations, including
$15.7 million related to discontinued operations, and $7.5 million of
off-balance sheet financing related to the accounts receivable securitization
program. The major uses of cash in the remainder of 1996 are expected to be
for debt service requirements, capital expenditures and tax payments.
Management believes that cash from operating activities, together with
available borrowings under its revolving credit facility, if necessary, will be
sufficient to permit the Company to meet these financial obligations.
The Company will continue from time to time to explore additional
auxiliary financing methods and other means to lower its cost of capital which
could include stock issuances or debt financing and the application of the
proceeds therefrom to the payment of bank debt, or the purchase of senior or
senior subordinated notes.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27 - Financial Data Schedule
b) Reports on Form 8-K
A Current Report on Form 8-K dated July 10, 1996 was filed by the
Company regarding the sale of its Floor Maintenance business and the amendment
and restatement of its Credit Agreement.
13
<PAGE> 14
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.
THERMADYNE HOLDINGS CORPORATION
By: /s/ RANDALL E. CURRAN
-------------------------------------
Randall E. Curran
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ JAMES H. TATE
-------------------------------------
James H. Tate
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: November 12, 1996
--------------------------------
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 - Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,099
<SECURITIES> 0
<RECEIVABLES> 69,845
<ALLOWANCES> 1,822
<INVENTORY> 100,865
<CURRENT-ASSETS> 185,346
<PP&E> 88,994
<DEPRECIATION> 0
<TOTAL-ASSETS> 390,195
<CURRENT-LIABILITIES> 95,261
<BONDS> 439,440
0
0
<COMMON> 109
<OTHER-SE> (184,907)
<TOTAL-LIABILITY-AND-EQUITY> 390,195
<SALES> 407,168
<TOTAL-REVENUES> 407,168
<CGS> 255,999
<TOTAL-COSTS> 255,999
<OTHER-EXPENSES> 157,872
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,178
<INCOME-PRETAX> (47,827)
<INCOME-TAX> 14,807
<INCOME-CONTINUING> (62,634)
<DISCONTINUED> 8,480
<EXTRAORDINARY> (3,715)
<CHANGES> 0
<NET-INCOME> (57,869)
<EPS-PRIMARY> (5.38)
<EPS-DILUTED> (5.38)
</TABLE>
