FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 29, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10788
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333696
(State of Incorporation) (I. R. S. Employer
Identification No.)
818 Washington Street, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 429-8554
Commission File Number 33-44862
ISP CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3416260
(State of Incorporation) (I. R. S. Employer
Identification No.)
Rt. 95 Industrial Area, PO Box 37
Calvert City, Kentucky 42029
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 395-4165
<PAGE>
Commission File Number 33-44862-01
ISP TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333795
(State of Incorporation) (I. R. S. Employer
Identification No.)
State Highway 146 & Industrial Road
Texas City, Texas 77590
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (409) 945-3411
See table of additional registrants.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES /X/ NO / /
As of October 18, 1996, 96,500,435 shares of International Specialty Products
Inc. common stock (par value, $.01 per share) were outstanding.
As of October 18, 1996, ISP Chemicals Inc. and ISP Technologies Inc. each had
10 shares of common stock outstanding.
As of October 18, 1996, each of the additional registrants had the number of
shares outstanding which is shown on the table below.
<PAGE>
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Commission
Address, including zip
File No./I.R.S
code, and telephone number,
No. of Employer
including area code, of
Exact name of registrant as State of Shares Identification
registrant's principal
specified in its charter Incorporation Outstanding No.
executive office
- --------------------------- -------------- ----------- ---------------
- ----------------------------
<S> <C> <C> <C>
<C>
ISP (PUERTO RICO) INC. Delaware 10 33-44862-03/
Suite 206B Iturregui Plaza
13-2626732
65th Infanteria Avenue
Rio Piedras, Puerto Rico 00924
(809) 768-5400
ISP ENVIRONMENTAL SERVICES INC. Delaware 10 33-44862-04/
1361 Alps Road
51-0333801
Wayne, NJ 07470
(201) 628-3000
ISP FILTERS INC. Delaware 10 33-44862-05/
4436 Malone Road
51-0333796
Memphis, TN 38118
(901) 795-2445
ISP GLOBAL TECHNOLOGIES INC. Delaware 10 33-44862-06/
818 Washington Street
51-0333802
Wilmington, DE 19801
(302) 429-7492
ISP INTERNATIONAL CORP. Delaware 10 33-44862-07/
818 Washington Street
51-0333734
Wilmington, DE 19801
(302) 429-7493
ISP INVESTMENTS INC. Delaware 10 33-44862-08/
818 Washington Street
51-0333803
Wilmington, DE 19801
(302) 429-7496
ISP MANAGEMENT COMPANY, INC. Delaware 10 33-44862-09/
1361 Alps Road
51-0333800
Wayne, NJ 07470
(201) 628-3000
ISP MINERAL PRODUCTS INC. Delaware 10 33-44862-10/
34 Charles Street
51-0333794
Hagerstown, MD 21740
(301) 733-4000
ISP MINERALS INC. Delaware 10 33-44862-11/
Route 116
51-0333798
Blue Ridge Summit, PA 17214
(717) 794-2184
ISP REAL ESTATE COMPANY, INC. Delaware 2 33-44862-12/
1361 Alps Road
22-2886551
Wayne, NJ 07470
(201) 628-3000
ISP REALTY CORPORATION Delaware 1000 33-44862-13/
1361 Alps Road
13-2720081
Wayne, NJ 07470
(201) 628-3000
VERONA INC. Delaware 100 33-44862-16/
NCNB Plaza, Suite 300
22-3036319
7 North Laurens Street
Greenville, SC 29601
(803) 271-9194
BLUEHALL INCORPORATED Delaware 1 33-44862-15/
818 Washington Street
13-3335905
Wilmington, DE 19801
(302) 651-0165
</TABLE>
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands, except per share amounts)
Third Quarter Ended Nine Months Ended
-------------------- --------------------
Oct. 1, Sept. 29, Oct. 1, Sept. 29,
1995 1996 1995 1996
--------- --------- --------- ---------
Net sales.......................... $167,805 $173,569 $ 530,334 $544,135
--------- --------- --------- ---------
Costs and expenses:
Cost of products sold............ 99,850 100,277 322,329 320,295
Selling, general and
administrative................. 32,873 36,501 98,876 108,236
Goodwill amortization............ 3,304 3,300 9,922 9,900
-------- --------- --------- ---------
Total costs and expenses....... 136,027 140,078 431,127 438,431
-------- --------- --------- ---------
Operating income................... 31,778 33,491 99,207 105,704
Interest expense................... (8,284) (6,961) (24,821) (21,879)
Equity in earnings of joint venture 1,000 1,798 2,950 4,948
Other income, net.................. 2,973 3,011 3,869 9,478
-------- --------- --------- ---------
Income before income taxes......... 27,467 31,339 81,205 98,251
Income taxes....................... (9,888) (11,199) (29,981) (35,647)
-------- --------- --------- ---------
Net income......................... $ 17,579 $ 20,140 $ 51,224 $ 62,604
======== ========= ========= =========
Earnings per common share.......... $ .18 $ .21 $ .52 $ .64
======== ========= ========= =========
Weighted average number of common
shares outstanding................ 98,230 97,107 98,876 97,447
======== ========= ========= =========
See Notes to Consolidated Financial Statements
1
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED BALANCE SHEETS
December 31, September 29,
1995 1996
------------ -------------
ASSETS (Thousands)
Current Assets:
Cash.......................................... $ 14,080 $ 11,767
Investments in trading securities............. 17,183 1,266
Investments in available-for-sale securities.. 114,099 94,567
Investments in held-to-maturity securities.... 4,618 4,119
Accounts receivable, trade, net............... 60,327 72,764
Accounts receivable, other.................... 12,356 20,637
Inventories................................... 107,969 98,354
Other current assets.......................... 12,920 13,726
---------- ------------
Total Current Assets........................ 343,552 317,200
Property, plant and equipment, net.............. 475,550 482,416
Goodwill, net................................... 430,458 420,558
Other assets.................................... 63,378 62,135
---------- ------------
Total Assets.................................... $1,312,938 $ 1,282,309
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt............................... $ 36,199 $ 22,518
Current maturities of long-term debt.......... 398 361
Loan payable to related party................. 50,597 17,797
Accounts payable.............................. 41,727 50,017
Accrued liabilities........................... 56,538 57,929
Payable to related parties, net............... 9,429 4,413
Income taxes.................................. 6,114 6,099
---------- ------------
Total Current Liabilities................... 201,002 159,134
---------- ------------
Long-term debt less current maturities.......... 280,254 239,760
---------- ------------
Long-term note payable to related party......... 67,237 80,977
---------- ------------
Deferred income taxes........................... 55,743 45,452
---------- ------------
Other liabilities............................... 65,458 62,599
---------- ------------
Stockholders' Equity:
Preferred stock, $.01 par value per share;
20,000,000 shares authorized................ - -
Common stock, $.01 par value per share;
300,000,000 shares authorized: 99,888,646
shares issued............................... 999 999
Additional paid-in capital.................... 504,544 504,700
Treasury stock, at cost - 2,122,395 and
3,002,267 shares............................ (16,718) (26,522)
Excess of purchase price over the adjusted
historical cost of the predecessor company
shares owned by GAF's stockholders.......... (63,483) (63,483)
Retained earnings............................. 199,634 262,238
Cumulative translation adjustment and other... 18,268 16,455
---------- ----------
Total Stockholders' Equity.................. 643,244 694,387
---------- ----------
Total Liabilities and Stockholders' Equity...... $1,312,938 $1,282,309
========== ==========
See Notes to Consolidated Financial Statements
2
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
--------------------
Oct. 1, Sept. 29,
1995 1996
-------- --------
(Thousands)
Cash and cash equivalents, beginning of period......... $ 62,864 $ 31,263
-------- --------
Cash provided by operating activities:
Net income........................................... 51,224 62,604
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation..................................... 26,698 28,183
Goodwill amortization............................ 9,922 9,900
Deferred income taxes............................ (5,125) (11,340)
(Increase) decrease in working capital items......... (13,465) (3,015)
Change in net receivable from/payable to
related parties.................................... (9,756) (5,016)
Change in cumulative translation adjustment.......... 8,022 (4,856)
Other, net........................................... (9,870) 37
-------- --------
Net cash provided by operating activities.......... 57,650 76,497
-------- --------
Cash used in investing activities:
Capital expenditures and acquisition................. (26,559) (35,669)
Purchases of available-for-sale securities........... (228,007) (194,126)
Purchases of held-to-maturity securities............. (5,314) (9,534)
Designation of trading securities as available-for-
sale............................................... (2,697) (9,928)
Proceeds from sales of available-for-sale securities. 134,185 227,838
Proceeds from held-to-maturity securities............ - 10,033
-------- --------
Net cash used in investing activities.............. (128,392) (11,386)
-------- --------
Cash provided by (used in) financing activities:
Proceeds from sale of accounts receivable............ 1,814 -
Increase (decrease) in short-term debt............... 49,088 (14,013)
Decrease in long-term debt, net...................... (16,341) (40,615)
Decrease in loans from related party................. (2,384) (19,060)
Repurchases of common stock.......................... (13,965) (10,365)
Other................................................ 62 712
-------- --------
Net cash used in financing activities.............. 18,274 (83,341)
-------- --------
Net change in cash and cash equivalents................ (52,468) (18,230)
-------- --------
Cash and cash equivalents, end of period............... $ 10,396 $ 13,033
======== ========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized)............... $ 30,651 $ 28,175
Income taxes (including taxes paid pursuant to the
Tax Sharing Agreement)........................... 35,285 48,681
See Notes to Consolidated Financial Statements
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The financial statements for International Specialty Products Inc. (the
"Company") reflect, in the opinion of management, all adjustments necessary to
present fairly the financial position of the Company at December 31, 1995 and
September 29, 1996, and the results of operations and cash flows for the
periods ended October 1, 1995 and September 29, 1996. All adjustments are of a
normal recurring nature. These financial statements should be read in
conjunction with the annual financial statements and notes thereto included in
the Company's Annual Report to Stockholders for the fiscal year ended December
31, 1995 (the "Annual Report"), which was incorporated by reference in the
Company's Annual Report on Form 10-K for the fiscal year then ended (the "Form
10-K").
NOTE A: On July 26, 1996, two domestic subsidiaries (the "Borrowers") of the
Company refinanced their $250 million long-term revolving credit
facility and $150 million one-year revolving credit facility with a
$400 million five-year revolving credit facility (the "Credit
Agreement"). Borrowings under the Credit Agreement bear interest at
a floating rate based on the banks' base rate, federal funds rate,
Eurodollar rate or a competitive bid rate (which may be based on
LIBOR or money market rates), at the option of the Borrowers. All of
the Borrowers' obligations under the Credit Agreement are guaranteed
by the Company and its other domestic subsidiaries.
The Credit Agreement permits the Borrowers to make loans to
affiliates and to make available letters of credit for the benefit of
affiliates in an aggregate amount of up to $75 million. As of
September 29, 1996, $2.3 million of letters of credit for the benefit
of affiliates were outstanding.
The Credit Agreement permits the Company to pay cash dividends
and make other restricted payments (as defined) of up to the sum of
$50 million plus 50% of the sum of its consolidated net income (if
positive) after January 1, 1996 plus the aggregate net cash proceeds
from issuance of the Company's common stock after December 31, 1995.
NOTE B: Inventories consist of the following:
December 31, Sept. 29,
1995 1996
------------ --------
(Thousands)
Finished goods..................... $ 71,431 $ 61,175
Work in process.................... 20,540 23,851
Raw materials and supplies......... 18,634 17,564
-------- --------
Total.............................. 110,605 102,590
Less LIFO reserve.................. (2,636) (4,236)
-------- --------
Inventories........................ $107,969 $ 98,354
======== ========
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C: Contingencies
Asbestos Litigation Against GAF
GAF Corporation ("GAF"), a parent of the Company, has advised
the Company that, as of September 29, 1996, GAF had been named as a
defendant in approximately 59,300 pending lawsuits involving alleged
health claims relating to the inhalation of asbestos fiber, having
resolved approximately 221,000 other lawsuits involving similar
claims, and as a co-defendant in 8 pending lawsuits alleging economic
and property damage or other injuries in public and private buildings
caused, in whole or in part, by what is claimed to be the present or
future need to remove asbestos material from those premises.
The reserves of GAF and G-I Holdings Inc. ("G-I Holdings"), an
indirect wholly owned subsidiary of GAF, for asbestos bodily injury
claims, as of September 29, 1996, were approximately $357.8 million
(before estimated present value of recoveries from products liability
insurance policies of approximately $211 million and related deferred
tax benefits of approximately $51.4 million). GAF and G-I Holdings
have advised the Company that certain components of the asbestos-
related liability and the related insurance recoveries have been
reflected on a discounted basis in their financial statements, and
that the aggregate undiscounted liability, as of September 29, 1996,
before estimated recoveries from products liability insurance
policies, was $398.1 million. GAF's and G-I Holdings' estimate of
liability for asbestos claims is based on the pending class-action
settlement of future asbestos bodily injury claims (the "Settlement")
becoming effective and on assumptions which relate, among other
things, to the number of new cases filed, the cost of resolving
(either by settlement or litigation or through the mechanism
established by the Settlement) pending and future claims, the
realization of related tax benefits, the favorable resolution of
pending litigation against certain insurance companies and the amount
of GAF's recoveries from various insurance companies. On May 10,
1996, the United States Court of Appeals for the Third Circuit (the
"Third Circuit") issued an opinion, concluding that the class action
was not certifiable as a class action, thus reversing the decision of
the lower court which found the Settlement fair and reasonable. GAF
has filed a petition for a writ of certiorari with the United States
Supreme Court to pursue an appeal of the Third Circuit's decision.
GAF has advised the Company that it continues to believe the
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C: (Continued)
Settlement should ultimately be upheld on appeal, although there can
be no assurance in this regard. As of September 29, 1996, G-I
Holdings' stockholder's equity was $61.7 million.
Neither the Company nor the assets or operations of the Company,
which was operated as a division of a corporate predecessor of GAF
prior to July 1986, have been involved in the manufacture or sale of
asbestos products. The Company believes that it should have no legal
responsibility for damages in connection with asbestos-related
claims, but the Company cannot predict whether any such claims will
be asserted against it or the outcome of any litigation related to
such claims. In addition, should GAF be unable to satisfy judgments
against it in asbestos-related lawsuits, its judgment creditors might
seek to enforce their judgments against the assets of GAF, including
its indirect holdings of common stock of the Company, and such
enforcement could result in a change of control of the Company.
Environmental Litigation
The Company, together with other companies, is a party to a
variety of administrative proceedings and lawsuits involving
environmental matters ("Environmental Claims"), in which recovery is
sought for the cost of cleanup of contaminated sites, a number of
which are in the early stages or have been dormant for protracted
periods. At most sites, the Company anticipates that liability will
be apportioned among the companies found to be responsible for the
presence of hazardous substances at the site.
In the opinion of the Company's management, the resolution of
the Environmental Claims should not, individually or in the
aggregate, be material to the results of operations, liquidity or
financial position of the Company. However, adverse decisions or
events, particularly as to the merits of the Company's factual and
legal defenses to liability and the financial responsibility of the
other parties involved at each site and their insurers, could cause
the Company to increase its estimate of its liability in respect of
such matters. It is not currently possible to estimate the amount or
range of any additional liability.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C: (Continued)
For further information regarding asbestos-related and
environmental matters, reference is made to Note 14 to Consolidated
Financial Statements contained in the Annual Report.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Third Quarter 1996 Compared With
Third Quarter 1995
The Company recorded third quarter 1996 net income of $20.1 million (21
cents per share) versus $17.6 million (18 cents per share) in the third quarter
of 1995. The 15% increase in net income was attributable to higher operating
income, reduced interest expense and higher equity income from the GAF-Huls
Chemie GmbH joint venture ("GAF-Huls").
Net sales for the third quarter of 1996 were $173.6 million compared with
$167.8 million for the third quarter of 1995. The higher sales reflected
higher unit sales in the U.S., Europe and the Western Hemisphere, partially
offset by lower sales in the Asia-Pacific region and the unfavorable effect
($2.2 million) of the stronger U.S. dollar relative to other currencies in
certain areas of the world.
Operating income for the third quarter of 1996 was $33.5 million, a 5%
increase over last year's $31.8 million. The increase in operating income was
attributable to higher specialty chemicals operating income (up $1.1 million or
4%) and higher mineral products operating income (up $.9 million or 18%), due
to increased sales and improved gross margins, partially offset by lower filter
products results (down $.4 million). The improved specialty chemicals gross
margins (up 2.3 percentage points) were due to the continued benefits from the
Company's re-engineering program.
Interest expense for the third quarter of 1996 was $7.0 million compared
with $8.3 million for the same period last year, with the decrease due to lower
interest rates and lower average borrowings. Other income, net was $3.0
million in each of the third quarters of 1996 and 1995.
Results of Operations - Nine Months 1996 Compared With
Nine Months 1995
For the first nine months of 1996, the Company recorded net income of
$62.6 million (64 cents per share), compared with net income of $51.2 million
(52 cents per share) for the first nine months of 1995. The 22% increase in
net income was the result of higher operating and other income, as well as
reduced interest expense and higher equity income from GAF-Huls.
Net sales for the first nine months of 1996 were $544.1 million versus
$530.3 million for the same period in 1995. The sales growth was attributable
to increased sales of specialty chemicals (up $12.6 million), primarily
reflecting increased sales volumes and higher sales prices, and also reflected
8
<PAGE>
higher filter products sales (up $2.7 million) due to increased sales volumes.
The increase in sales resulted from higher sales in the U.S., Europe and the
Western Hemisphere, partially offset by lower sales in the Asia-Pacific region
and the unfavorable effect ($6.7 million) of the stronger U.S. dollar relative
to other currencies in certain areas of the world. Sales for the mineral
products business decreased by $1.8 million (3%) due to lower sales volumes
resulting from a lost customer and adverse winter weather conditions in the
first quarter of 1996.
Operating income for the first nine months of 1996 increased by 7% to
$105.7 million from last year's $99.2 million. The increase in operating
income was due to higher specialty chemicals operating income (up $9.7 million
or 12%), partially offset by lower mineral and filter products results (down
$1.1 and $2.4 million, respectively). The higher specialty chemicals operating
income resulted primarily from the higher sales levels and improved gross
margins (up 2.9 percentage points) due to improved pricing and continued
benefits from the Company's re-engineering program.
Interest expense was $21.9 million for the first nine months of 1996, a
12% decrease compared with $24.8 million for the same period last year. The
decrease reflected lower interest rates and lower average borrowings. Other
income, net was $9.5 million for the first nine months of 1996 compared with
$3.9 million last year, the increase resulting primarily from higher investment
income and gains associated with the Company's program to hedge certain of its
foreign currency exposures.
Liquidity and Financial Condition
During the first nine months of 1996, the Company generated cash from
operations of $76.5 million, invested $35.7 million in capital expenditures and
an acquisition, and generated $24.3 million from net sales of available-for-
sale and held-to-maturity securities, for a net cash inflow of $65.1 million
before financing activities. Working capital increased by $3.0 million,
primarily reflecting a $20.6 million increase in accounts receivable due to
higher sales in September 1996 versus December 1995, offset by a $9.7 million
reduction in inventories and a $9.5 million increase in accounts payable and
accrued liabilities. Cash from operations in the first nine months of 1996
included $5.7 million in dividends received from GAF-Huls.
Net cash used in financing activities totaled $83.3 million for the first
nine months of 1996, primarily reflecting a $40.8 million reduction in
borrowings under the Company's bank credit agreements, a $14 million decrease
in short-term borrowings and a $19.1 million decrease in borrowings from an
affiliate. Financing activities also reflected $10.4 million of repurchases of
the Company's common stock pursuant to a share repurchase program. In
anticipation of the expected completion of the Company's share repurchase
program in the near future, the Company's Board of Directors has authorized
9
<PAGE>
the repurchase of an additional one million shares of its common stock,
increasing the previously announced repurchase program to 4.5 million shares.
As of September 29, 1996, 3,099,300 shares had been repurchased pursuant to the
program.
As a result of the foregoing factors, cash and cash equivalents decreased
by $18.2 million during the first nine months of 1996 to $13 million (excluding
$94.6 million of available-for-sale securities and $4.1 million of held-to-
maturity securities).
On July 26, 1996, the Company entered into a new five-year revolving
credit facility (the "Credit Agreement") with a group of banks, which provides
for loans of up to $400 million and letters of credit of up to $75 million (see
Note A to Consolidated Financial Statements). Borrowings under the Credit
Agreement are subject to the application of certain financial covenants
contained in the Credit Agreement. As of September 29, 1996, the application
of such covenants would not have restricted amounts available for borrowing
under the Credit Agreement.
See Note C to Consolidated Financial Statements for information regarding
contingencies.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The discussion relating to legal proceedings contained in Note C to
Consolidated Financial Statements in Part I is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only.
(b) No Reports on Form 8-K were filed during the quarter ended
September 29, 1996.
11
<PAGE>
SIGNATURES
-----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each of the Registrants listed below has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP CHEMICALS INC.
ISP TECHNOLOGIES INC.
ISP (PUERTO RICO) INC.
ISP ENVIRONMENTAL SERVICES INC.
ISP FILTERS INC.
ISP GLOBAL TECHNOLOGIES INC.
ISP INTERNATIONAL CORP.
ISP INVESTMENTS INC.
ISP MANAGEMENT COMPANY, INC.
ISP MINERAL PRODUCTS INC.
ISP MINERALS INC.
ISP REAL ESTATE COMPANY, INC.
ISP REALTY CORPORATION
VERONA INC.
BLUEHALL INCORPORATED
DATE: October 29, 1996 BY: /s/Randall R. Lay
---------------- ---------------------------
Randall R. Lay
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE THIRD
QUARTER 1996 10-Q OF INTERNATIONAL SPECIALTY PRODUCTS INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874578
<NAME> INTERNATIONAL SPECIALTY PRODUCTS INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-29-1996
<CASH> 11767
<SECURITIES> 99952
<RECEIVABLES> 72764
<ALLOWANCES> 0
<INVENTORY> 98354
<CURRENT-ASSETS> 317200
<PP&E> 482416
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<TOTAL-ASSETS> 1282309
<CURRENT-LIABILITIES> 159134
<BONDS> 239760
0
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<EPS-PRIMARY> .64
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</TABLE>
