<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
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 0-21496
WESTPOINT STEVENS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3498354
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(Address of principal executive offices, including Zip Code)
(706) 645-4000
(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
---- ----
Common shares outstanding at April 29, 1997: 30,993,336 shares of Common Stock,
$.01 par value.
1
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets:
March 31, 1997 (Unaudited) and
December 31, 1996 3
Condensed Consolidated Statements of
Income (Unaudited); Three Months
Ended March 31, 1997 and Three
Months Ended March 31, 1996 4
Condensed Consolidated Statements of Cash
Flows (Unaudited); Three Months
Ended March 31, 1997 and Three
Months Ended March 31, 1996 5
Condensed Consolidated Statements of
Stockholders' Equity (Deficit) (Unaudited);
Three Months Ended March 31, 1997 6
Notes to Condensed Consolidated Financial 7 - 8
Statements (Unaudited)
Item 2. Management's Discussion and Analysis of 9 - 13
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
2
<PAGE> 3
WESTPOINT STEVENS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents .................... $ 15,001 $ 14,029
Accounts receivable .......................... 82,073 66,949
Inventories .................................. 368,610 299,651
Prepaid expenses and other current assets .... 16,022 14,939
----------- -----------
Total current assets .............................. 481,706 395,568
Property, Plant and Equipment, net ................ 733,592 705,968
Other Assets
Deferred financing fees ...................... 22,139 23,108
Prepaid pension and other assets ............. 37,309 32,355
Goodwill ..................................... 32,068 --
----------- -----------
$ 1,306,814 $ 1,156,999
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Senior Credit Facility ....................... $ 156,048 $ 24,000
Accrued interest payable ..................... 26,396 6,525
Trade accounts payable ....................... 54,718 73,475
Other accounts payable and accrued liabilities 162,316 150,715
----------- -----------
Total current liabilities ......................... 399,478 254,715
Long-Term Debt .................................... 1,075,000 1,075,000
Noncurrent Liabilities
Deferred income taxes ........................ 180,723 179,057
Other liabilities ............................ 87,280 98,625
----------- -----------
Total noncurrent liabilities ...................... 268,003 277,682
Stockholders' Equity (Deficit) .................... (435,667) (450,398)
----------- -----------
$ 1,306,814 $ 1,156,999
=========== ===========
</TABLE>
See accompanying notes
3
<PAGE> 4
WESTPOINT STEVENS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net sales ......................................... $ 418,791 $ 383,047
Cost of goods sold ................................ 321,717 293,790
----------- -----------
Gross earnings ............................... 97,074 89,257
Selling, general and administrative expenses ...... 54,953 50,281
----------- -----------
Operating earnings ........................... 42,121 38,976
Interest expense .................................. 25,401 25,635
Other expense, net ................................ 662 690
----------- -----------
Income from operations before income
tax expense ............................ 16,058 12,651
Income tax expense ................................ 5,950 4,675
----------- -----------
Net income ................................... $ 10,108 $ 7,976
=========== ===========
Net income per common share ....................... $ .32 $ .25
=========== ===========
Average number of common and common equivalent
shares outstanding ........................... 31,690 31,969
=========== ===========
</TABLE>
See accompanying notes
4
<PAGE> 5
WESTPOINT STEVENS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................... $ 10,108 $ 7,976
Adjustment to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and other amortization .... 19,899 20,376
Deferred income taxes .................. 5,793 3,510
Changes in working capital ............. (55,047) (17,101)
Other - net ............................ (15,303) (8,460)
----------- -----------
Net cash provided by (used for) operating activities (34,550) 6,301
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ......................... (35,181) (14,703)
Net proceeds from sale of assets ............. 73 125
Purchase of businesses ....................... (57,170) --
----------- -----------
Net cash used for investing activities ............ (92,278) (14,578)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Senior Credit Facility:
Borrowings ............................. 454,460 153,500
Repayments ............................. (322,412) (130,000)
Net proceeds from Trade Receivables Program .. (4,977) (3,136)
Purchase of common stock for treasury ........ (2,315) (13,493)
Proceeds from issuance of stock .............. 3,044 166
----------- -----------
Net cash provided by financing activities ......... 127,800 7,037
----------- -----------
Net increase (decrease) in cash and cash equivalents 972 (1,240)
Cash and cash equivalents at beginning of period .. 14,029 7,987
----------- -----------
Cash and cash equivalents at end of period ........ $ 15,001 $ 6,747
=========== ===========
</TABLE>
See accompanying notes
5
<PAGE> 6
WESTPOINT STEVENS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON
STOCK
AND CAPITAL
IN MINIMUM
EXCESS OF TREASURY STOCK PENSION
COMMON PAR ---------------- ACCUMULATED LIABILITY
SHARES VALUE SHARES AMOUNT DEFICIT ADJUSTMENT TOTAL
------- --------- -------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 ............. 34,707 $329,394 (3,856) $(70,316) $(703,068) $(6,408) $(450,398)
Exercise of Management Stock
Options ........................ 247 4,390 -- -- -- -- 4,390
Issuance of stock pursuant to Stock
Bonus Plan ..................... -- 308 99 2,240 -- -- 2,548
Purchase of Treasury Shares ....... -- -- (60) (2,315) -- -- (2,315)
Net income ........................ -- -- -- -- 10,108 -- 10,108
------ -------- ------ -------- --------- ------- ---------
Balance, March 31, 1997 ................ 34,954 $334,092 (3,817) $(70,391) $(692,960) $(6,408) $(435,667)
====== ======== ====== ======== ========= ======= =========
</TABLE>
See accompanying notes
6
<PAGE> 7
WESTPOINT STEVENS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ended March 31, 1997 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto included
in the annual report on Form 10-K for WestPoint Stevens Inc. (the "Company")
for the year ended December 31, 1996.
2. INVENTORIES
The Company uses the last-in, first-out ("LIFO") method of accounting for
substantially all inventories for financial reporting purposes. Interim
determinations of LIFO inventories are necessarily based on management's
estimates of year-end inventory levels and costs. Subsequent changes in these
estimates, including the final year-end LIFO determination, and the effect of
such changes on earnings are recorded in the interim periods in which they
occur.
Inventories consisted of the following at March 31, 1997 and December 31, 1996
(in thousands of dollars):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ----------
<S> <C> <C>
Finished goods $ 176,295 $ 134,690
Work in progress 137,222 114,140
Raw materials and supplies 75,504 71,038
LIFO Reserve (20,411) (20,217)
--------- ---------
$ 368,610 $ 299,651
========= =========
</TABLE>
7
<PAGE> 8
WESTPOINT STEVENS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. INDEBTEDNESS AND FINANCIAL ARRANGEMENTS
Indebtedness is as follows (in thousands of dollars):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
---------- ----------
<S> <C> <C>
Short-term indebtedness
Senior Credit Facility
Revolver $ 156,048 $ 24,000
========== ==========
Long-term indebtedness
Senior Credit Facility
Revolver $ 50,000 $ 50,000
8-3/4% Senior Notes due 2001 400,000 400,000
9-3/8% Senior Subordinated Debentures
due 2005 550,000 550,000
9% Sinking Fund Debentures due 2017 75,000 75,000
---------- ----------
$1,075,000 $1,075,000
========== ==========
</TABLE>
At March 31, 1997 and December 31, 1996, $128 million and $133 million,
respectively, of accounts receivable had been sold pursuant to a trade
receivables program (the "Trade Receivables Program") and the sale is reflected
as a reduction of accounts receivable in the accompanying Condensed
Consolidated Balance Sheets.
4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The impact will result in an increase in
primary earnings per share for the first quarter ended March 31, 1997 of $.01
per share. There was no impact for the first quarter of 1996. The impact of
Statement 128 on the calculation of fully diluted earnings per share for these
quarters is not expected to be material.
8
<PAGE> 9
WESTPOINT STEVENS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 1997
The table below sets forth net sales, gross earnings, operating earnings,
interest expense and net income of the Company for the three months ended March
31, 1997 and 1996 (in millions of dollars and as percentages of net sales).
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
------ ------
<S> <C> <C>
Net sales:
Home Fashions ......................... $357.1 $327.5
Alamac Knits Subsidiary ............... 61.7 55.5
------ ------
Total ................................. $418.8 $383.0
Gross earnings .............................. $ 97.1 $ 89.3
Operating earnings:
Home Fashions ................... $ 38.5 $ 37.6
Alamac Knits Subsidiary ......... 3.6 1.4
------ ------
Total ........................... $ 42.1 $ 39.0
Interest expense ............................ $ 25.4 $ 25.6
Net income .................................. $ 10.1 $ 8.0
Gross margin ................................ 23.2% 23.3%
Operating margins:
Home Fashions ................... 10.8% 11.5%
Alamac Knits Subsidiary ......... 5.9% 2.4%
Total ........................... 10.1% 10.2%
</TABLE>
9
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WESTPOINT STEVENS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 1997 (CONTINUED)
NET SALES. Net sales for the three months ended March 31, 1997 increased $35.8
million, or 9.3%, to $418.8 million compared with net sales of $383 million for
the three months ended March 31, 1996. Excluding net sales of $11 million in
the first quarter of 1997 resulting from our recent acquisitions of P. J.
Flower & Co. Ltd. and the terry towel business of Bibb Manufacturing Company,
the Company's net sales increased 6.5%. Home Fashions net sales of $357.1
million were $29.6 million, or 9%, higher than net sales for the first quarter
of 1996. Excluding net sales from our recent acquisitions, Home Fashions net
sales were $18.6 million, or 5.7%, higher than net sales for the first quarter
of 1996, and resulted primarily from higher unit volume and a higher priced mix
of products sold in the 1997 period compared with the 1996 period. Alamac Knits
Subsidiary net sales of $61.7 million were $6.2 million, or 11%, higher than
net sales for the first quarter of 1996, and resulted primarily from higher
unit volume and pricing in the 1997 period compared with the 1996 period.
GROSS EARNINGS/MARGINS. Gross earnings for the three months ended March 31,
1997 of $97.1 million increased $7.8 million, or 8.8%, compared with $89.3
million for the same period of 1996 and reflect gross margins of 23.2% in the
1997 period compared with 23.3% in the 1996 period. Gross earnings increased in
the first quarter of 1997 primarily as a result of the increase in Home
Fashions unit volume and the increase in unit volume and pricing for our Alamac
Knits Subsidiary.
OPERATING EARNINGS/MARGINS. Selling, general and administrative expenses
increased by $4.7 million, or 9.3%, in the first quarter of 1997 compared with
the same period last year, and as a percentage of net sales represent 13.1% in
both 1997 and 1996. The increase in the first quarter of 1997 is due primarily
to acquisitions along with higher advertising and warehousing/shipping
expenses.
Operating earnings for the three months ended March 31, 1997 were $42.1
million, or 10.1% of sales, and increased $3.1 million, or 8.1%, compared with
operating earnings of $39 million, or 10.2% of sales, for the same period of
1996. The increase resulted from the increase in gross earnings offset somewhat
by the increase in selling, general and administrative expenses discussed
above. Home Fashions operating earnings for the first quarter of 1997 increased
2.3% to $38.5 million compared with $37.6 million for the same period of 1996
and reflect operating margins of 10.8% in the 1997 first quarter and 11.5% in
the 1996 first quarter. The decrease in Home Fashions operating margins
compared with last year was primarily the result of near breakeven operating
earnings on the net sales from our recent acquisitions. Alamac Knits Subsidiary
operating earnings for the first quarter of 1997 were $3.6 million compared
with $1.4 million for the first quarter of 1996 and reflect operating margins
of 5.9% in the 1997 first quarter and 2.4% in the 1996 first quarter.
10
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WESTPOINT STEVENS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 1997 (CONTINUED)
INTEREST EXPENSE. Interest expense for the three months ended March 31, 1997 of
$25.4 million decreased $0.2 million compared with interest expense for the
three months ended March 31, 1996. The decrease is due primarily to lower
interest rates on the Company's variable rate bank debt offset somewhat by
higher average debt levels in the 1997 first quarter compared with the 1996
first quarter.
OTHER EXPENSE, NET. Other expense, net in the first quarter of 1997 of $0.7
million was unchanged compared with the 1996 period and consists primarily of
the amortization of deferred financing fees of $1 million less certain
miscellaneous income items.
INCOME TAX EXPENSE. The Company's effective tax rate differed from the federal
statutory rate primarily due to state income taxes and nondeductible items.
NET INCOME. Net income for the first quarter of 1997 was $10.1 million, or $.32
per share compared with net income of $8 million, or $.25 per share, for the
same period of last year.
Per share amounts are based on 31.7 million and 32 million average common and
common equivalent shares outstanding for the 1997 and 1996 periods,
respectively. The decrease in the average shares outstanding was primarily the
result of the purchase by the Company of shares under the stock repurchase
programs.
EFFECTS OF INFLATION
The Company believes that the relatively moderate rate of inflation over the
past few years has not had a significant impact on its sales or profitability.
11
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WESTPOINT STEVENS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity are expected to be cash from its
operations and funds available under the Senior Credit Facility. At April 29,
1997, the maximum commitment under the Senior Credit Facility was approximately
$350 million and the Company had unused borrowing availability under the Senior
Credit Facility totaling approximately $107 million. The Senior Credit Facility
contains covenants which, among other things, limit indebtedness and require
the maintenance of certain financial ratios and minimum net worth as defined.
The Company's principal uses of cash for the next several years will be
operating expenses, capital expenditures and debt service requirements related
primarily to interest payments. The Company spent approximately $100 million in
1996 on capital expenditures and intends to invest an additional $150 million
in 1997.
During the first quarter of 1997 the Company purchased 60,000 shares under the
various stock repurchase programs, at an average price of $38.57 per share. At
March 31, 1997, approximately 1.5 million shares remained to be purchased.
Cash contributions in 1997 to the Company's pension plans are estimated to
total approximately $12.1 million, compared with actual contributions in 1996
of $21.3 million, including the effect of the changes in the actuarial
assumptions relating to the Company's pension plans.
The Company, through a "bankruptcy remote" receivables subsidiary, has a Trade
Receivables Program which provides for the sale of accounts receivable, on a
revolving basis. At March 31, 1997 and December 31, 1996, $128 million and $133
million, respectively, had been sold under this program and the sale is
reflected as a reduction of accounts receivable in the accompanying Condensed
Consolidated Balance Sheets. The cost of the Trade Receivables Program in 1997
is estimated to total approximately $8 million, compared with $7.4 million in
1996, and will be charged to selling, general and administrative expenses.
Debt service requirements for interest payments in 1997 are estimated to total
approximately $108 million (excluding amounts related to the Trade Receivables
Program) compared with interest payments of $102.6 million in 1996. There are
no debt service requirements in 1997 related to scheduled principal
amortization.
12
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WESTPOINT STEVENS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
At March 31, 1997, debt outstanding under the Senior Credit Facility was
approximately $206 million and reflects an increase of approximately $132
million since year-end. The increase in the first quarter resulted from the
costs of business acquisitions of $57.2 million, capital expenditures of $35.2
million, and normal working capital increases during the first half of the
year.
Management believes that cash from the Company's operations and borrowings
under its credit agreement will provide the funding necessary to meet the
Company's anticipated requirements for capital expenditures and operating
expenses and to enable it to meet its anticipated debt service requirements.
13
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WESTPOINT STEVENS INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 12, 1995, the United States District Court, Eastern District of North
Carolina, granted final approval of the settlement of a class action lawsuit
against J. P. Stevens & Co., Inc. ("Stevens"). The action involved claims of
racial discrimination in hiring, promotion and placement dating to the late
1960's. West Point - Pepperell, Inc., predecessor to the Company, assumed
liability for this litigation upon its acquisition of Stevens. The settlement
required payment of $20 million to the class, payable in three equal
installments, plus certain other fees and costs; the final installment was paid
on January 2, 1997.
The Company is subject to various federal, state and local environmental laws
and regulations governing, among other things, the discharge, storage, handling
and disposal of a variety of hazardous and non-hazardous substances and wastes
used in or resulting from its operations and potential remediation obligations
thereunder. Certain of the Company's facilities (including certain facilities
no longer owned or utilized by the Company) have been cited or are being
investigated with respect to alleged violations of such laws and regulations.
The Company believes that it has adequately provided in its financial
statements for any expenses and liabilities that may result from such matters.
The Company also is insured with respect to certain of such matters. The
Company's operations are governed by laws and regulations relating to employee
safety and health which, among other things, establish exposure limitations for
cotton dust, formaldehyde, asbestos and noise, and regulate chemical and
ergonomic hazards in the workplace. Although the Company does not expect that
compliance with any such laws and regulations will adversely affect the
Company's operations, there can be no assurance such regulatory requirements
will not become more stringent in the future or that the Company will not incur
significant costs in the future to comply with such requirements.
The Company and its subsidiaries are involved in various other legal
proceedings, both as plaintiff and as defendant, which are normal to its
business.
It is the opinion of management that the aforementioned actions and claims, if
determined adversely to the Company, will not have a material adverse effect on
the financial condition or operations of the Company taken as a whole.
14
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WESTPOINT STEVENS INC.
PART II - OTHER INFORMATION (CONTINUED)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended March 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
11 Statement re: Computation of earnings per share
27 Financial Data Schedule (for SEC use only).
</TABLE>
b.) The Company filed a current report on Form 8-K dated February 18, 1997
announcing an agreement with the Bibb Company ("Bibb") to purchase
substantially all assets related to Bibb's towel operations at the
Rosemary Complex in Roanoke Rapids, North Carolina.
15
<PAGE> 16
WESTPOINT STEVENS INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTPOINT STEVENS INC.
----------------------
Registrant
DATE: May 13, 1997 /s/ Morgan M. Schuessler
------------------------
Morgan M. Schuessler
Executive Vice President-Finance
and Chief Financial Officer
16
<PAGE> 17
WESTPOINT STEVENS INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER NUMBER
- ------ ------
<S> <C> <C>
11 Statement re: Computation of earnings per share 18
27 Financial Data Schedule (for SEC use only). 19
</TABLE>
17
<PAGE> 1
WESTPOINT STEVENS INC.
EXHIBIT (11) - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1997 1996
-------- ------
<S> <C> <C>
Primary:
Average shares outstanding 31,011 31,513
Shares issuable under 1995 Key Employee Stock
Bonus Plan 48 78
Net effect of dilutive stock options - based on
the treasury stock method
using average market price 631 378
------- -------
Total 31,690 31,969
======= =======
Net income $10,108 $ 7,976
======= =======
Per share amount $ .32 $ .25
======= =======
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE CONDENSED
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1997 AND THE CONDENSED CONSOLIDATED
STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> MAR-31-1997
<CASH> 15,001
<SECURITIES> 0
<RECEIVABLES> 108,006
<ALLOWANCES> 25,933
<INVENTORY> 368,610
<CURRENT-ASSETS> 481,706
<PP&E> 1,083,586
<DEPRECIATION> (349,994)
<TOTAL-ASSETS> 1,306,814
<CURRENT-LIABILITIES> 399,478
<BONDS> 1,075,000
0
0
<COMMON> 350
<OTHER-SE> (436,017)
<TOTAL-LIABILITY-AND-EQUITY> 1,306,814
<SALES> 418,791
<TOTAL-REVENUES> 418,791
<CGS> 321,717
<TOTAL-COSTS> 321,717
<OTHER-EXPENSES> 662
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,401
<INCOME-PRETAX> 16,058
<INCOME-TAX> 5,950
<INCOME-CONTINUING> 10,108
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,108
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
