<PAGE> 1
UNITED STATES
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, 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: 0-22098
INSILCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0635844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
614-792-0468
(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. (X) Yes ( ) No
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 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. (X) Yes ( ) No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of May 8, 1996, 9,301,822
shares of common stock, $.001 par value, were outstanding.
<PAGE> 2
INSILCO CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Part I. FINANCIAL INFORMATION Page
----
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
- March 31, 1996 (unaudited)
- December 31, 1995
Condensed Consolidated Statements of Operations 4
- Three months ended March 31, 1996 (unaudited)
- Three months ended March 31, 1995 (unaudited)
Condensed Consolidated Statement of Stockholders' Deficit 5
- Three months ended March 31, 1996 (unaudited)
Condensed Consolidated Statements of Cash Flows 6
- Three months ended March 31, 1996 (unaudited)
- Three months ended March 31, 1995 (unaudited)
Notes to Unaudited Condensed Consolidated Financial Statements 7
Independent Auditors' Review Report 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
</TABLE>
Part II. OTHER INFORMATION - Not Applicable
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
(unaudited)
March 31, December 31,
1996 1995
----------- ------------
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents $ 4,896 9,894
Trade receivables, net 76,395 86,086
Other receivables 10,052 8,452
Inventories, net 88,593 69,289
Deferred taxes 6,696 7,228
Prepaid expenses and other current assets 12,272 6,395
------- --------
Total current assets 198,904 187,344
Property, plant and equipment, net 92,344 91,235
Deferred tax asset 27,857 29,653
Investment in Thermalex 10,640 10,028
Cost in excess of net assets of businesses acquired 2,713 -
Other assets and deferred charges 19,222 21,869
------- -------
Total assets $ 351,680 340,129
======= =======
Liabilities and Stockholders' Deficit
-------------------------------------
Current liabilities:
Current portion of long-term debt $ 20,175 18,642
Current portion of other long-term obligations 8,017 7,975
Accrued interest payable 1,653 4,089
Accounts payable 35,172 45,336
Accrued expenses and other 74,134 66,382
------- -------
Total current liabilities 139,151 142,424
Long-term debt, excluding current portion 176,903 167,847
Other long-term obligations, excluding current portion 43,926 45,637
Stockholders' deficit (8,300) (15,779)
-------- --------
Total liabilities and stockholders' deficit $ 351,680 340,129
======= =======
</TABLE>
Note: The condensed consolidated balance sheet at December 31, 1995 has been
derived from the audited balance sheet as of that date.
See accompanying notes to unaudited condensed consolidated financial
statements.
3
<PAGE> 4
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1996 1995
------------ ------------
<S> <C> <C>
Sales $ 122,449 121,375
Cost of products sold 84,840 83,274
Depreciation 3,104 3,184
Selling, general and administrative expenses 21,193 20,004
Amortization of intangibles 12 8,043
--------- -------
Operating income 13,300 6,870
------- -------
Other income (expense):
Interest expense (4,512) (4,636)
Interest income 297 245
Other income, net 305 1,497
-------- -------
(3,910) (2,894)
-------- -------
Income before income taxes 9,390 3,976
Income tax expense (3,244) (3,906)
-------- -------
Net income $ 6,146 70
======== ========
Net income per common share and common
share equivalent $ 0.62 0.01
======== ========
Weighted average number of common shares and
common share equivalents 9,954,245 10,071,036
========= ==========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
4
<PAGE> 5
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholders' Deficit
For the Three Months Ended March 31, 1996
(unaudited)
(In thousands)
<TABLE>
<CAPTION>
Common
Stock Additional Total
Par Value Paid-in Accumulated Treasury Stockholders'
$0.001 Capital Deficit Stock Deficit
---------- ----------- ------------- ------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $ 10 67,192 (76,168) (6,813) (15,779)
Net income - - 6,146 - 6,146
Restricted stock - 3,300 - - 3,300
Purchase of treasury stock - - - (2,359) (2,359)
Shares issued upon exercise
of stock options - 276 - - 276
Tax benefit from exercise of
stock options - 116 - - 116
------- ------- ---------- -------- --------
Balance at March 31, 1996 $ 10 70,884 (70,022) (9,172) (8,300)
======= ====== ======= ====== =======
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
5
<PAGE> 6
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Three Months
Ended Ended
March 31, March 31,
1996 1995
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,146 70
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 3,116 11,227
Deferred tax expense 2,303 3,086
Other noncash charges and credits 136 128
Change in operating assets and liabilities:
Receivables 8,982 961
Inventories (17,578) (20,112)
Payables and other (5,463) (2,522)
Other long-term liabilities (880) (1,950)
--------- ----------
Net cash used in operating activities (3,238) (9,112)
-------- ----------
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired (5,129) -
Capital expenditures (4,099) (3,344)
Other investing activities 109 3,242
--------- ----------
Net cash used in investing activities (9,119) (102)
-------- ----------
Cash flows from financing activities:
Proceeds from debt borrowings 15,200 8,900
Retirement of long-term debt (4,107) (2,890)
Purchase of treasury stock (2,359) -
Payment of prepetition liabilities (1,651) (1,677)
Proceeds from sale of stock 276 123
--------- ----------
Net cash provided by financing activities 7,359 4,456
-------- ----------
Net decrease in cash and cash equivalents (4,998) (4,758)
Cash and cash equivalents at beginning of period 9,894 8,690
-------- ----------
Cash and cash equivalents at end of period $ 4,896 3,932
======== ==========
Interest paid $ 4,807 5,378
======== ==========
Income taxes paid $ 119 141
========= ==========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
6
<PAGE> 7
INSILCO CORPORATION AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 1996
(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 in accordance with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all determinable
adjustments have been made which are considered necessary to present
fairly the financial position and the results of operations and cash
flows at the dates and for the periods presented. Certain
reclassifications have been made to the 1995 financial statements to
conform to the 1996 presentation.
(2) Inventories
-----------
Inventories consisted of the following at March 31, 1996 (in
thousands):
<TABLE>
<S> <C>
Raw materials and supplies $ 28,037
Work-in-process 33,838
Finished goods 26,718
------
Total inventories $ 88,593
======
</TABLE>
(3) Earnings Per Share
------------------
Earnings per share for the quarters ended March 31, 1996 and 1995 were
determined using the weighted average of the shares issued and reserved
for issuance as of the Plan Effective Date and additional shares issued
since that date, except for 120,003 shares that were subject to
forfeiture for the March 31, 1995 calculation. When dilutive, stock
options are included as share equivalents using the treasury stock
method. The weighted average number of common shares and common share
equivalents used for calculation of the primary earnings per share as
of March 31, 1996 and 1995, were 9,954,245 and 10,071,036,
respectively.
In 1996, fully diluted net income per share for the quarter ended March
31, 1996, based upon 10,012,713 common shares and common share
equivalents was $0.61 per share. In 1995, fully diluted net income per
common share, based upon 10,117,003 common shares and common share
equivalents, was $0.01 per share.
(4) Contingencies
-------------
The Company's operations are subject to extensive federal, state and
local laws and regulations relating to the generation, storage,
handling, emission, transportation and discharge of materials into the
environment. The Company has a program for monitoring its compliance
with applicable environmental regulations, the interpretation of which
often is subjective. This program includes regular reviews of the
Company operations' obligations to comply with the environmental laws
and regulations in order to determine the adequacy of the recorded
liability for remediation activities.
7
<PAGE> 8
INSILCO CORPORATION AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 1996
The Company is also implicated in various claims and legal actions
arising in the ordinary course of business. Certain claims filed in
the bankruptcy court are in dispute. The Company has recorded these
disputed claims at the estimated settlement amounts ultimately expected
to be allowed following the bankruptcy court litigation. Those claims
or liabilities not subject to bankruptcy court litigation will be
addressed in the ordinary course of business and will be paid in cash
as expenses are incurred.
In the opinion of management, the ultimate disposition of these matters
will not have a material adverse effect on the Company's consolidated
financial position, results of operations or liquidity.
(5) Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(6) Acquisitions
------------
On February 1, 1996, the Company acquired businesses serving the
automotive, heavy truck and industrial manufacturing radiator
replacement market for a net purchase price of $5,129,000.
8
<PAGE> 9
INDEPENDENT AUDITORS' REVIEW REPORT
THE BOARD OF DIRECTORS
INSILCO CORPORATION
We have reviewed the condensed consolidated balance sheet of Insilco
Corporation and subsidiaries as of March 31, 1996, the related condensed
consolidated statements of operations and cash flows for the three-month
periods ended March 31, 1996 and 1995 and the condensed consolidated statement
of stockholders' deficit for the three-month period ended March 31, 1996.
These condensed consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Insilco Corporation and
subsidiaries as of December 31, 1995, and the related consolidated statements
of operations, stockholders' deficit and cash flows for the year then ended
(not presented herein); and in our report dated February 12, 1996, we expressed
an unqualified opinion on those consolidated financial statements. We did not
audit the 1995 financial statements of Thermalex, Inc., a 50 percent owned
investee company which is accounted for under the equity method. The 1995
financial statements of Thermalex, Inc. were audited by other auditors whose
report has been furnished to us, and in our opinion, insofar as it relates to
the amounts included for Thermalex, Inc., was based solely on the report of the
other auditors. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1995, is fairly stated,
in all material respects, in relation to the consolidated balance sheet, from
which it has been derived.
Columbus, Ohio
April 24, 1996 KPMG Peat Marwick, LLP
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
On April 1, 1993, Insilco Corporation (the "Company") and certain of its
subsidiaries (collectively with the Company, the "Debtors") emerged from
Chapter 11 bankruptcy proceedings pursuant to an Amended and Restated Plan of
Reorganization dated November 23, 1992 (the "Plan of Reorganization"). The
Plan of Reorganization resulted in a change of control of the Company and a
substantial reduction in the Company's liabilities.
March 31, 1993 was the effective date (the "Plan Effective Date ") of the Plan
of Reorganization for financial reporting purposes, and as of that date the
Company adopted the "fresh start" reporting principles prescribed by Statement
90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code", issued by the American Institute of Certified Public Accountants. The
"fresh start" accounting principles required the Company to value its assets
and liabilities at fair values and eliminate its accumulated deficit. The
total reorganization value of assets at the Plan Effective Date was
approximately $562,011,000, or approximately $218,026,000 in excess of the
aggregate fair value of the tangible and identified intangible assets
(classified as "Reorganization Goodwill"). The most notable impact of "fresh
start" accounting on the financial statements is the negative impact on the
reported operating income of each business segment and the consolidated net
income resulting from the noncash amortization of the Reorganization Goodwill.
Such amortization expense totaled $8,043,000 in the first three months of 1995.
At December 31, 1995, the Reorganization Goodwill was fully amortized.
RESULTS OF OPERATIONS
The Company is a diversified manufacturer of automotive component products,
telecommunications/electronics and a variety of specialty consumer products.
The Company's Automotive Components Group serves primarily the automotive
markets through Thermal Components and Steel Parts Corporation operating units.
The Technologies Group serves primarily the telecommunications and components
markets through its Stewart Connector Systems, Stewart Stamping, Signal
Transformer and Escod Industries operating units. The Office Products and
Specialty Publishing Group includes Rolodex, Curtis Manufacturing and Taylor
Publishing (a school yearbook publisher).
Summarized sales and operating income (loss) by business segment and the
significant other components of net income for the three months ended March 31,
1996 compared to the corresponding period in 1995 are set forth in the
following table (in thousands) and discussed below:
10
<PAGE> 11
<TABLE>
<CAPTION>
Three Months
Ended March 31,
---------------
1996 1995
---- ----
<S> <C> <C>
SALES
Automotive Components Group $ 49,301 47,390
Technologies Group 44,183 42,128
Office Products/Specialty Publishing Group 28,965 31,857
------- -------
122,449 121,375
------- -------
OPERATING INCOME (LOSS)
Automotive Components Group 5,620 5,472
Technologies Group 6,158 4,367
Office Products/Specialty Publishing Group 1,543 (2,954)
Unallocated Corporate (21) (15)
-------- ---------
13,300 6,870
------- --------
SUPPLEMENTAL INFORMATION: EFFECTS OF "FRESH START
ACCOUNTING" ON OPERATING INCOME (LOSS) COMPARABILITY
AMORTIZATION OF REORGANIZATION GOODWILL
Automotive Components Group - 851
Technologies Group - 1,794
Office Products/Specialty Publishing Group - 5,398
--------- --------
- 8,043
--------- --------
OTHER INCOME (EXPENSE)
Interest expense (4,512) (4,636)
Interest income 297 245
Other income 305 1,497
------- --------
(3,910) (2,894)
------- --------
INCOME BEFORE INCOME TAXES 9,390 3,976
INCOME TAX EXPENSE (3,244) (3,906)
------- --------
NET INCOME $ 6,146 70
======= =========
</TABLE>
11
<PAGE> 12
SALES AND OPERATING INCOME. Total net sales increased by approximately 1%
($1,074,000) in the first quarter of 1996 compared to the corresponding period
in 1995. Sales for the first quarter of 1996 compared to the corresponding
period of 1995 in the Automotive Components Group and Technologies Group
increased by approximately 4% ($1,911,000) and 5% ($2,055,000), respectively,
while sales in the Office Products/Specialty Publishing Group decreased 9%
($2,892,000). The overall sales growth was adversely affected by the severe
winter weather, a strike at General Motors, lower automotive production at the
Company's largest automotive OEM customer and a decline in sales at
Rolodex/Curtis.
In the Automotive Components Group, sales of aftermarket automotive heat
exchanger related products manufactured by the Company's Thermal Components
unit, which included tubing, as well as completed radiators and air
conditioning condensers, increased significantly over the first quarter of
1995. First quarter sales included $1.2 million in sales from its recently
acquired radiator aftermarket businesses. Steel Parts reported a slight gain
in sales of transmissions and other stamped steel parts in spite of a slower
automotive build rate by the Group's primary customer for these products.
Higher content per car of Steel Parts' transmission components and
diversification of its steel parts product line allowed the Company to mitigate
the effect of the slowdown in automotive production during the quarter.
Partially offsetting these gains was a drop in sales of stainless steel tubing
for non-automotive applications.
Sales in the Technologies Group for the quarter ended March 31, 1996 increased
5% ($2,055,000) due to double digit growth of the segment's wire and cable
assemblies by Escod Industries and electrical transformers by Signal
Transformer. In addition, Stewart Connector's modular data interconnect
product sales grew modestly, up 5%, reflecting pricing pressures. Partially
offsetting these improvements was a decline in the sales of precision stampings
by Stewart Stamping.
Sales of office and computer accessory products, within the Office
Products/Specialty Publishing Group, decreased 11% ($3,034,000) in the first
quarter of 1996 from the same period in 1995, due to a sharp decline in sales
of Curtis Manufacturing's computer accessories products and decreased sales of
electronic organizers at Rolodex. Sales of Curtis Manufacturing's computer
accessories products were down 29% ($1,457,000) due to delays in product
deliveries, retailer inventory caution early in the quarter and the highly
competitive market. Electronic organizer sales were down in the first quarter
compared to a strong first quarter in 1995. (See Seasonality for information
regarding Taylor Publishing sales.)
Operating income increased from $6,870,000 in the first quarter of 1995 to
$13,300,000 in the first quarter of 1996 primarily due to the effect of the
noncash amortization of Reorganization Goodwill on the comparability of the
periods. In the first quarter of 1996, there was no Reorganization Goodwill
amortization expense compared to $8,043,000 in the first quarter of 1995. The
Reorganization Goodwill was fully amortized in the fourth quarter of 1995.
The Automotive Components Group's operating income in the first quarter of 1996
compared to the corresponding period of 1995 increased from $5,472,000 to
$5,620,000. Excluding the first quarter 1995 Reorganization Goodwill
amortization expense of $851,000, the segment's operating income decreased
$703,000 as a result of lower margins reported in the stainless steel tubing
business and the product mix of heat exchanger sales.
The Technologies Group's operating income in the first quarter of 1996 compared
to the corresponding period of 1995 increased from $4,367,000 to $6,158,000.
Excluding the Reorganization Goodwill amortization expense of $1,794,000 in the
first quarter of 1995, the segment's operating income was flat compared to the
first quarter of 1995 due to the sales mix of lower margin wire and cable
assemblies, competitive pricing pressures and higher raw material prices.
12
<PAGE> 13
The Office Products/Specialty Publishing segment's operating income in the
first quarter of 1996 was $1,543,000 compared to an operating loss of
$2,954,000 in the corresponding period of 1995. Excluding the Reorganization
Goodwill amortization expense of $5,398,000 in the first quarter of 1995, the
segment's operating income decreased $901,000 primarily due to the decreased
sales as discussed above.
OTHER INCOME (EXPENSE). Other income for the first quarter of 1996 decreased
$1,192,000 from the same period in 1995 due to proceeds from noncurrent assets
and miscellaneous other income recorded in 1995. Interest expense decreased 3%
($124,000) in the first quarter of 1996 compared to the first quarter of 1995.
INCOME TAX EXPENSE. The Company's actual income tax payments were, and are
expected to be, substantially less than the total financial statement tax
expense as the benefits of net deferred tax assets are realized.
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES. Operations used $3,238,000
cash in the first quarter of 1996 as compared to a cash usage of $9,112,000 in
the first quarter of 1995. Cash flows from operations improved due to improved
working capital management, primarily accounts receivable.
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES. In 1996, the Company acquired
businesses serving the automotive, heavy truck and industrial manufacturing
radiator replacement market for a net purchase price of $5,129,000. The
Company's other current investments consist principally of capital expenditures
which totaled $4,099,000 during the quarter ended March 31, 1996. In 1995,
the Company received $1,750,000 from Thermalex relating to the partial
repayment of a 1995 loan, net proceeds of $726,000 from an escrow deposit
following settlement of certain environmental claims that had been pending
against the Company in the Chapter 11 cases and $629,000 on the sale of idle
assets.
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES. In the first quarter of 1996,
the Company made payments totaling $4,000,000 on its term loan and borrowed a
net amount of $15,200,000 on its revolving credit facility. The Company also
repurchased an additional 74,500 shares of its common stock for $2,359,000. In
addition, the Company paid $1,651,000 of prepetition liabilities in the first
quarter of 1996. In the first quarter of 1995, the Company made payments
totaling $2,875,000 on its term loan and borrowed a net amount of $8,900,000 on
its revolving credit facility. In addition, the Company paid $1,677,000 of
prepetition liabilities in the first quarter of 1995.
SEASONALITY. The Company's yearbook publishing business, Taylor Publishing, is
highly seasonal, with a majority of sales occurring in the second and third
quarters of the year. Taylor receives significant customer advance deposits in
the second half of the year. The Company's other businesses are not highly
seasonal.
IMPACT OF INFLATION AND CHANGING PRICES. Inflation and changing prices have
not significantly affected the Company's operating results or markets.
LIQUIDITY. At March 31, 1996, the Company's cash and cash equivalents and net
working capital amounted to $4,896,000 and $59,753,000, respectively,
representing a decrease in cash and cash equivalents of approximately 51%
($4,998,000) and an increase in net working capital of 33% ($14,833,000) from
the December 31, 1995 levels. The borrowing ability under the Company's
revolving credit facility at March 31, 1996 was $58,081,000, including
$37,881,000 available for letters of credit.
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.
INSILCO CORPORATION
--------------------------------------
Registrant
Date: May 13, 1996 By: /s/ James D. Miller
--------------------------------------
James D. Miller
Executive Vice President and
Chief Financial Officer
By: /s/ Philip K. Woodlief
-------------------------------------
Philip K. Woodlief
Controller and Principal
Accounting Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,896
<SECURITIES> 0
<RECEIVABLES> 87,146
<ALLOWANCES> 10,751
<INVENTORY> 88,593
<CURRENT-ASSETS> 198,904
<PP&E> 133,551
<DEPRECIATION> 41,207
<TOTAL-ASSETS> 351,680
<CURRENT-LIABILITIES> 139,151
<BONDS> 0
<COMMON> 10
0
0
<OTHER-SE> (8,310)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 351,680
<SALES> 122,449
<TOTAL-REVENUES> 122,449
<CGS> 87,567
<TOTAL-COSTS> 87,567
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,512
<INCOME-PRETAX> 9,390
<INCOME-TAX> 3,244
<INCOME-CONTINUING> 6,146
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,146
<EPS-PRIMARY> .62
<EPS-DILUTED> .61
<FN>
<F1>Includes Treasury Stock.
</FN>
</TABLE>
