<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 OCTOBER 29, 1994
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 1-8105
RYKOFF-SEXTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-2134693
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
761 TERMINAL STREET
LOS ANGELES, CALIFORNIA 90021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(213) 622-4131
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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, AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES ( X ) NO ( )
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE
ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS OF COMMON STOCK NOVEMBER 30, 1994
--------------------- -----------------
<S> <C>
$.10 PAR VALUE 11,639,251 SHARES
</TABLE>
<PAGE> 2
RYKOFF-SEXTON, INC.
INDEX
<TABLE>
<CAPTION>
Page
No.
---
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
October 29, 1994 and April 30, 1994 2
Condensed Consolidated Statements of Income
Three Months and Six Months ended
October 29, 1994 and October 30, 1993 3
Condensed Consolidated Statements of Cash Flows
Six Months ended October 29, 1994 and
October 30, 1993 4
Notes to Condensed Consolidated Financial
Statements 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
1
<PAGE> 3
RYKOFF-SEXTON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
ASSETS
<TABLE>
<CAPTION>
April 30,
October 29, 1994
1994 (Restated)
----------- ----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 40,038 $ 9,830
Accounts receivable, net 150,293 138,675
Inventories 139,818 119,554
Prepaid expenses 14,974 16,008
-------- --------
Total current assets 345,123 284,067
Net assets of discontinued operations 18,081 42,502
Property, plant and equipment, net 161,478 135,227
Other assets, net 7,737 8,222
-------- --------
Total assets $532,419 $470,018
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 91,523 $ 82,540
Accrued liabilities 76,734 46,886
Income taxes payable 16,173 ---
-------- --------
Total current liabilities 184,430 129,426
-------- --------
Long-term debt, less current portion 130,115 151,227
-------- --------
Deferred income taxes 6,324 6,324
-------- --------
Other long-term liabilities 8,550 9,734
-------- --------
Shareholders' equity
Common stock, at stated value 1,194 1,194
Additional paid-in capital 92,099 92,008
Retained earnings 114,332 84,726
-------- --------
207,625 177,928
Less: treasury stock, at cost (4,625) (4,621)
-------- --------
Total shareholders' equity 203,000 173,307
-------- --------
Total liabilities and shareholders' equity $532,419 $470,018
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 4
RYKOFF-SEXTON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------- ----------------------------
October 30, October 30,
October 29, 1993 October 29, 1993
1994 (Restated) 1994 (Restated)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $392,748 $367,731 $773,126 $716,165
Cost of sales 308,702 284,817 607,615 553,791
---------- ---------- ---------- ----------
Gross profit 84,046 82,914 165,511 162,374
Warehouse, selling, general
and administrative expenses 74,426 76,152 149,204 151,652
---------- ---------- ---------- ----------
Income from operations 9,620 6,762 16,307 10,722
Interest expense 2,862 2,893 5,951 5,647
---------- ---------- ---------- ----------
Income from continuing operations
before income taxes 6,758 3,869 10,356 5,075
Provision for income taxes 2,771 1,586 4,246 2,080
---------- ---------- ---------- ----------
Income from continuing operations 3,987 2,283 6,110 2,995
Discontinued operations:
Income from discontinued operations,
net of income taxes 310 1,502 137 1,924
Gain on disposal of discontinued
operations, net of income taxes 23,359 --- 23,359 ---
---------- ---------- ---------- ----------
Income before extraordinary item 27,656 3,785 29,606 4,919
Extraordinary item,
net of tax benefit --- (1,444) --- (1,444)
---------- ---------- ---------- ----------
Net income $ 27,656 $ 2,341 $ 29,606 $ 3,475
========== ========== ========== ==========
Weighted average number of
shares outstanding 14,679,521 14,607,731 14,677,394 14,593,816
========== ========== ========== ==========
Earnings per share (See Note 3):
Income from continuing operations $0.27 $0.16 $0.42 $0.21
Income from discontinued operations 0.02 0.10 0.01 0.13
Gain on disposal of discontinued
operations 1.59 --- 1.59 ---
Extraordinary item --- (0.10) --- (0.10)
---------- ---------- ---------- ----------
$1.88 $0.16 $2.02 $0.24
========== ========== ========== ==========
Cash dividends per share --- --- --- ---
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 5
RYKOFF-SEXTON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------
October 30,
October 29, 1993
1994 (Restated)
---------- ----------
<S> <C> <C>
Cash flows from operating activities --
Net income $ 29,606 3,475
Adjustments to reconcile net income to net
cash provided by operating activities --
Depreciation and amortization 8,435 9,832
Extraordinary item - 1,444
Gain on disposal of discontinued operations (23,359) -
Gain on sale of property, plant and equipment (381) -
Net income from discontinued operations (137) (1,924)
Other (228) -
Changes in assets and liabilities:
(Increase) in accounts receivable (11,618) (17,477)
(Increase) in inventories (20,264) (13,447)
Decrease in prepaid expenses 1,034 508
Increase (decrease) in accounts payable
and accrued liabilities 17,344 (2,744)
--------- ---------
Net cash provided by (used in) operating activities 432 (20,333)
--------- ---------
Cash flows from investing activities --
Capital expenditures (35,149) (5,442)
Proceeds from disposal of property, plant and equipment 1,305 -
Proceeds from sale of discontinued operations 96,000 -
Net cash used in discontinued operations (11,173) (8,581)
--------- ---------
Net cash provided by (used in) investing activities 50,983 (14,023)
--------- ---------
Cash flows from financing activities--
Principal payments of long-term debt (128) (9,525)
Increase (decrease) under credit line (21,000) 40,000
Payment of finance costs (166) (1,974)
Issuance of common stock 87 556
--------- ---------
Net cash provided by (used in) financing activities (21,207) 29,057
--------- ---------
Net increase (decrease) in cash and cash equivalents 30,208 (5,299)
Cash and cash equivalents at beginning of period 9,830 8,245
--------- ---------
Cash and cash equivalents at end of period $ 40,038 $ 2,946
========= =========
Supplemental disclosures of cash flow information --
Cash paid during the period for:
Interest $ 7,659 $ 5,004
Income taxes 4,087 422
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 6
RYKOFF-SEXTON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's latest annual report
on Form 10-K.
2. The foregoing financial information, not examined by independent public
accountants, reflects, in the opinion of the Company, all adjustments
(which included only normal recurring adjustments) necessary to present
fairly the information purported to be shown and is not necessarily
indicative of the results of the operations for the entire year ending
April 29, 1995.
3. Primary earnings per share of common stock have been computed on the
weighted average number of shares of common stock outstanding and dilutive
common stock equivalents.
The weighted average number of shares outstanding and earnings per share
included in the financial statements have been adjusted for a 5-for-4 stock
split effected in the form of a 25 percent stock dividend. The stock
dividend will be distributed on January 24, 1995 to shareholders of record
on December 21, 1994.
4. Inventories are carried at the lower of cost (first-in, first-out) or
market and are summarized as follows (amounts in thousands):
<TABLE>
<CAPTION>
April 30,
October 29, 1994
1994 (Restated)
---------- ----------
<S> <C> <C>
Finished Goods $134,059 $113,750
Raw Materials 5,759 5,804
-------- --------
$139,818 $119,554
======== ========
</TABLE>
5
<PAGE> 7
5. On October 27, 1994, the Company sold all of the outstanding capital stock
of Tone Brothers, Inc. ("Tone") to Burns Philp & Company Limited ("Burns").
The Company received $96 million in cash in payment of the purchase price.
The purchase price is subject to a post-closing audit. As a result of the
sale, the Company recognized an estimated gain of $23,359,000, net of
income taxes of $14,878,000. The accompanying prior year financial
statements have been restated to exclude Tone's net assets and operating
results from the Company's continuing operations. Tone's net sales and the
related provision for income taxes for the three and six months ended
October 29, 1994 and October 30, 1993, respectively, are listed below
(amounts in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- ------------------------------
October 29, October 30, October 29, October 30,
1994 1993 1994 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $26,576 $25,021 $47,343 $44,703
======= ======= ======= =======
Provision for income taxes $215 $1,043 $95 $1,339
======= ======= ======= =======
</TABLE>
6
<PAGE> 8
RYKOFF-SEXTON, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is Management's discussion and analysis of certain significant
factors which have affected the Company's earnings during the periods included
in the accompanying condensed consolidated statements of income.
A summary of the period to period changes in principal items included in the
condensed consolidated statements of income is shown below:
<TABLE>
<CAPTION>
Comparison of
----------------------------------------------------------
Three Months Ended Six Months Ended
October 29, 1994 October 29, 1994
and October 30, 1993 and October 30, 1993
-------------------- --------------------
Increases (Decreases)
(Amounts in Thousands)
<S> <C> <C> <C> <C>
Net sales $ 25,017 6.80% $ 56,961 7.95%
Cost of sales 23,885 8.39 53,824 9.72
Warehouse, selling, general
and administrative expenses (1,726) (2.27) (2,448) (1.61)
Interest expense (31) (1.07) 304 5.38
Income from continuing operations before
income taxes 2,889 74.67 5,281 104.06
Provision for income taxes 1,185 74.72 2,166 104.13
Income from continuing operations 1,704 74.64 3,115 104.01
Discontinued operations:
Income from discontinued operations, net
of income taxes (1,192) (79.36) (1,787) (92.88)
Gain on disposal of discontinued
operations, net of income taxes 23,359 - 23,359 -
Income before extraordinary item 23,871 N.M. 24,687 N.M.
Extraordinary item, net of tax benefit 1,444 100.00 1,444 100.00
Net income 25,315 N.M. 26,131 N.M.
</TABLE>
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the quarter ended October 29, 1994, sales from continuing
operations, increased $25.0 million or 6.8% over the comparable prior year
quarter. For the six month period, sales increased $57.0 million or 8.0% to
$773.1 million from $716.2 million in the prior year period. The sales
increases for these periods were attributable to new marketing and sales
strategies which included the addition of fresh meat, produce and other
perishables to the Company's product lines at selected locations.
Cost of sales for the three month period ended October 29, 1994
increased $23.9 million or 8.4% to $308.7 million and, on a year to date basis,
increased $53.8 million or 9.7% to $607.6 million. This resulted in a decrease
in the gross profit margin to 21.4% from 22.5% in the comparable prior year
quarter and, on a year to date basis, to 21.4% from 22.7% last year. These
declines were primarily due to the new product lines, changes in customer mix
and the implementation of new sales promotion programs. Warehouse, selling,
general and administrative expenses decreased $1.7 million or 2.3% for the
three month period and $2.4 million or 1.6% for the six month period. These
decreases resulted from increased vendor support programs and improved
operating efficiencies.
Interest expense for the three month period ended October 29,
1994 was comparable to the prior year period. For the six month period,
interest expense increased by $0.3 million primarily due to increased borrowing
levels and higher interest rates experienced in the first quarter of the
current year. The effective tax rates for the three month and six month
periods ended October 29, 1994 were 41.0% which were the same for the
comparable periods ended October 30, 1993.
Income from continuing operations for the three month period
ended October 29, 1994 increased by $1.7 million or 74.6% to $4.0 million. For
the six months ended October 29, 1994, income from continuing operations
increased by $3.1 million or 104.0% to $6.1 million. The primary reasons for
these improvements were increased sales and reduced operating expenses.
On October 27, 1994, the Company sold its Tone Brothers, Inc.
("Tone") subsidiary. The Company received $96 million in cash in payment of
the purchase price, which is subject to a post-closing audit. As a result of
the sale, the Company recognized an estimated gain of $23.4 million. Income
from the discontinued operations of Tone for the three month period ended
October 29, 1994 decreased by $1.2 million or 79.4% to $0.3 million. For the
six months ended October 29, 1994, income from discontinued operations
decreased by $1.8 million or 92.9% to $0.l million. These decreases resulted
primarily from reduced gross profit margins and increased operating expenses
due to one-time selling and marketing expenses.
The extraordinary item reported in the prior year periods of
$1.4 million, net of tax benefit, resulted from the write-off of deferred
finance costs associated with early retirement of 8.60% senior notes and
outstanding senior indebtedness under a prior bank credit facility.
8
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended October 29, 1994, cash provided by
operations was $0.4 million as compared to cash used for operations of $20.3
million for the comparable period in fiscal 1994. The improvement in cash
provided by operations was primarily due to the increase in accounts payable
and accrued liabilities. Cash flows provided by investing activities for the
six months ended October 29, 1994 were $51.0 million compared to cash used in
investing activities of $14.0 million in the comparable period ended October
30, 1993. The improvement in cash provided by investing activities resulted
primarily from the proceeds of $96.0 million on the sale of Tone. Offsetting
the cash provided upon the sale of Tone were capital expenditures of $35.1
million which increased from $5.4 million last year. The increase in capital
expenditures is attributable to the construction of the new Los Angeles
distribution center. Cash used in financing activities was $21.2 million for
the six months ended October 29, 1994, compared to cash provided by financing
activities of $29.1 million for the comparable period in fiscal 1994. This was
primarily due to the payment of the amounts outstanding under the Company's
bank credit line.
Working capital at October 29, 1994 was $160.7 million compared
to $154.6 million at April 30, 1994. The current ratio was 1.9:1 at October
29, 1994 compared with 2.2:1 at April 30, 1994. As of October 29, 1994, total
current assets represented 64.8% of the total assets of the Company.
In fiscal 1995, the Company plans to spend a total of
approximately $45.0 million to complete the construction of its new Los Angeles
distribution center, of which approximately $15.3 million remained to be spent
as of November 30, 1994.
9
<PAGE> 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders, held on September 9,
1994, Shareholders of the Company approved an increase in the number of
authorized shares of common stock from 20,000,000 to 40,000,000 shares. The
proposal was approved by a vote of 9,001,360 shares in favor, 1,558,034 shares
voting against and 215,468 shares abstaining.
Item 5. Other information
At the meeting held on December 5, 1994, the board of directors
declared a 5-for-4 stock split effected in the form of a 25 percent stock
dividend and voted to reinstate the Company's cash dividend on a semi-annual
basis in the amount of $.03 per share, on the increased number of shares. This
is the equivalent of $.0375 per share on the pre-split number of shares
outstanding.
The stock dividend will be payable January 24, 1995, to
shareholders of record as of December 21, 1994. The cash dividend will be
payable February 16, 1995 to shareholders of record as of February 2, 1995,
based on the increased number of shares outstanding resulting from the stock
split.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1.4 Sixth Amendment to Credit Agreement between
Rykoff-Sexton, Inc. and Bank of America National
Trust and Savings Association dated as of September
30, 1994.
27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended October 29, 1994, the Company filed
a Form 8-K dated October 27, 1994 reporting the following items:
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.
10
<PAGE> 12
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.
RYKOFF-SEXTON, INC.
Date: December 12, 1994 /s/ Mark Van Stekelenburg
----------------------------------------
Mark Van Stekelenburg
President and Chief
Executive Officer
Date: December 12, 1994 /s/ Richard J. Martin
------------------------------------------
Richard J. Martin
Senior Vice President and
Chief Financial Officer
Date: December 12, 1994 /s/ Victor B. Chavez
------------------------------------------
Victor B. Chavez
Vice President and Chief
Accounting Officer
11
<PAGE> 1
Exhibit 10.1.4
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is
made as of September 30, 1994, between RYKOFF-SEXTON, INC., a Delaware
corporation, ("Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association ("Bank").
WHEREAS, Borrower and Bank entered into that certain Credit
Agreement dated as of October 25, 1993, as amended by a First Amendment dated
as of December 29, 1993, a Second Amendment dated as of March 18, 1993, a Third
Amendment dated as of April 15, 1994, a Fourth Amendment dated as of April 30,
1994, and a Fifth Amendment ("Fifth Amendment") dated as of August 29, 1994
(the "Agreement");
WHEREAS, Borrower and Bank desire to modify and amend certain
of the terms and provisions of the Agreement;
NOW, THEREFORE, in consideration of the premises herein
contained and for other good and valuable consideration, Borrower and Bank do
hereby mutually agree as follows:
1. To correct a typographical error in the Fifth
Amendment, in Section 1, in the definition "Availability Period", the date
"September 30, 1994," is deleted and the date "August 31, 1996," substituted in
its stead.
2. In Section 1, in the definition "LC Availability
Period", the date "September 30, 1994," is deleted and the date "August 31,
1996," substituted in its stead.
3. In Section 2.1, the amount "One Hundred Twenty
Million Dollars ($120,000,000)" is deleted and the amount "One Hundred
Twenty-Five Million Dollars ($125,000,000)" substituted in its stead.
4. In Section 2.1(b) the amount "Twenty Million Dollars
($20,000,000)" is deleted and the amount "Twenty Five Million Dollars
($25,000,000)" substituted in its stead.
5. In Section 2.7(c) the percentage "one and one quarter
(1.25) percentage points" is deleted and the percentage "one (1.00) percentage
point" substituted in its stead.
6. Section 2.3(c) is amended and restated in its entirety
as follows:
"(c) The outstanding principal balance of
each Offshore Rate related Advance shall bear interest until
payment is due at a rate per annum equal to the Offshore Rate
plus one (1.0) percentage point; provided, however, that if
Borrower's Fixed Charge Coverage equals or exceeds one and
forty-five hundredths (1.45) for the most recent twelve (12)
month accounting period on a rolling four (4) quarter basis,
then at a rate per annum equal to the Offshore Rate plus
three-quarters (.75) of a percentage point."
- 1 -
<PAGE> 2
7. Section 2.4(c) is amended and restated in its
entirety as follows:
"(c) The outstanding principal balance of
each CD Rate related Advance shall bear interest until payment
is due at a rate per annum equal to the CD Rate plus one and
one eighth (1.125) of a percentage point; provided, however,
that if Borrower's Fixed Charge Coverage equals or exceeds one
and forty-five hundredths (1.45) for the most recent twelve
(12) month accounting period on a rolling four (4) quarter
basis, then at a rate per annum equal to the CD Rate plus
seven eighths (.875) of a percentage point."
8. Section 2.5(c) is amended and restated in its entirety
as follows:
"(c) The outstanding principal balance of
each Fixed Rate Advance shall bear interest until payment is
due at a rate per annum equal to the Fixed Rate."
Borrower hereby represents and warrants to Bank that: (i) no
default specified in the Agreement and no event which with notice or lapse of
time or both would become such a default has occurred and is continuing, (ii)
the representations and warranties of Borrower pursuant to the Agreement are
true on and as of the date hereof as if made on and as of said date, (iii) the
making and performance by Borrower of this Amendment have been duly authorized
by all necessary action, and (iv) no consent, approval, authorization, permit
or license is required in connection with the making or performance of the
Agreement as amended hereby.
In all other respects, the Agreement shall remain in full
force and effect and shall be performed by the parties hereto according to its
terms and provisions.
All capitalized terms used herein are defined as in the
Agreement.
IN WITNESS WHEREOF, this Amendment has been executed by the
parties hereto as of the date first above written.
RYKOFF-SEXTON, INC.
By: RICHARD J. MARTIN
-----------------------------
Richard J. Martin
Senior Vice President & CFO
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: MARK J. GLASKY
-----------------------------
Mark J. Glasky
Vice President
- 2 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> APR-29-1995
<PERIOD-START> MAY-1-1994
<PERIOD-END> OCT-29-1994
<EXCHANGE-RATE> 1
<CASH> 40,038
<SECURITIES> 0
<RECEIVABLES> 153,936
<ALLOWANCES> 3,643
<INVENTORY> 139,818
<CURRENT-ASSETS> 345,123
<PP&E> 296,002
<DEPRECIATION> 134,524
<TOTAL-ASSETS> 532,419
<CURRENT-LIABILITIES> 184,430
<BONDS> 130,115
<COMMON> 1,194
0
0
<OTHER-SE> 206,431
<TOTAL-LIABILITY-AND-EQUITY> 532,419
<SALES> 392,748
<TOTAL-REVENUES> 392,748
<CGS> 308,702
<TOTAL-COSTS> 74,426
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,862
<INCOME-PRETAX> 6,758
<INCOME-TAX> 2,771
<INCOME-CONTINUING> 3,987
<DISCONTINUED> 310
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,297
<EPS-PRIMARY> 1.88
<EPS-DILUTED> 1.88
</TABLE>
