<PAGE> 1
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
UNITED STATES 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 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 1-11028
ARCADIAN PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 62-1500798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
6750 POPLAR AVENUE, SUITE 600
MEMPHIS, TENNESSEE 38138-7419
(Address of principal executive offices)
(Zip Code)
(901) 758-5200
(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 / /
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<PAGE> 2
ARCADIAN PARTNERS, L.P.
TABLE OF CONTENTS
FOR
QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Independent Auditors' Report.......................................................... 3
Condensed Consolidated Balance Sheet as of March 31, 1996, and December 31, 1995...... 4
Condensed Consolidated Statement of Operations for --
Three Months Ended March 31, 1996 and 1995............................................ 5
Condensed Consolidated Statement of Cash Flows for --
Three Months Ended March 31, 1996 and 1995............................................ 6
Notes to Condensed Consolidated Financial Statements.................................. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................................... 10
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................................. 13
SIGNATURE............................................................................. 14
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
See next page.
2
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Partners
Arcadian Partners, L.P.:
We have reviewed the condensed consolidated balance sheet of Arcadian
Partners, L.P. as of March 31, 1996, and the related condensed consolidated
statements of operations and cash flows for the three-month periods ended March
31, 1996 and 1995, in accordance with standards established by the American
Institute of Certified Public Accountants.
A review of interim financial information consists principally of obtaining
an understanding of the system for the preparation of interim financial
information, applying analytical review procedures to financial data, and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit 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 Arcadian Partners, L.P. as of
December 31, 1995, and the related consolidated statements of operations,
partners' capital, and cash flows for the year then ended (not presented
herein); and in our report dated February 9, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1995, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG PEAT MARWICK LLP
Memphis, Tennessee
May 14, 1996
3
<PAGE> 5
ARCADIAN PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
(UNAUDITED) ($000)
($000)
----------- -----------
<S> <C> <C>
Cash and Cash Equivalents........................................... $ 258,514 $ 195,809
Restricted Reserve Accounts......................................... 53,333 50,450
Accounts Receivable, Net............................................ 103,214 108,910
Inventories......................................................... 129,851 136,623
Other............................................................... 5,049 6,539
---------- ----------
Total Current Assets...................................... 549,961 498,331
Property, Plant and Equipment, Net.................................. 555,329 561,979
Other, Net.......................................................... 57,882 61,374
---------- ----------
$ 1,163,172 $ 1,121,684
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts Payable and Accrued Liabilities............................ $ 155,243 $ 154,272
Current Portion of Long-Term Debt................................... 15,000 15,000
---------- ----------
Total Current Liabilities................................. 170,243 169,272
---------- ----------
Long-Term Debt, Less Current Portion................................ 525,000 525,000
Deferred Foreign Income Taxes....................................... 49,642 51,566
Other Long-Term Liabilities......................................... 20,776 20,881
---------- ----------
595,418 597,447
---------- ----------
Partners' Capital................................................... 397,511 354,965
---------- ----------
$ 1,163,172 $ 1,121,684
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 6
ARCADIAN PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1996 1995
($000) ($000)
-------- --------
<S> <C> <C>
Net Sales.............................................................. $297,372 $341,130
Cost of Sales.......................................................... 208,232 251,406
-------- --------
Gross Profit......................................................... 89,140 89,724
Selling, General and Administrative Expenses........................... 11,131 15,851
-------- --------
Operating Income..................................................... 78,009 73,873
Interest Expense, Net.................................................. 10,991 13,337
Other, Net............................................................. 1,036 185
-------- --------
Income Before Income Taxes and Minority Interest....................... 65,982 60,351
Income Tax Provision................................................... 6,648 9,624
-------- --------
Income Before Minority Interest........................................ 59,334 50,727
Minority Interest...................................................... (454) (399)
-------- --------
Net Income............................................................. $ 58,880 $ 50,328
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 7
ARCADIAN PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1996 1995
($000) ($000)
-------- --------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income........................................................... $ 58,880 $ 50,328
Adjustments to Reconcile Net Income to Cash from Operating
Activities:
Depreciation and Amortization..................................... 15,487 15,593
Amortization of Deferred Financing Costs.......................... 555 533
Minority Interest................................................. 454 399
Deferred Foreign Income Taxes..................................... (1,924) 6,142
Net Change in Operating Assets and Liabilities:
Short-Term Investments.......................................... -- 8,751
Accounts Receivable............................................. 5,696 (10,085)
Inventories..................................................... 6,772 19,483
Other Current Assets............................................ 1,490 (362)
Accounts Payable, Accrued Expenses and Other Liabilities........ 599 (8,446)
Other, Net...................................................... (1,342) (840)
-------- --------
Cash Provided by (Used for) Operating Activities............. 86,667 81,496
-------- --------
Cash Flows from Investing Activities:
Purchase of Property, Plant and Equipment, Net....................... (4,593) (1,025)
Rotational Plant Maintenance Costs................................... (200) (402)
-------- --------
Cash Provided by (Used for) Investing Activities............. (4,793) (1,427)
-------- --------
Cash Flows from Financing Activities:
Decrease (Increase) in Restricted Reserve Accounts................... (2,883) (2,784)
Cash Distributions................................................... (16,521) (16,597)
Proceeds from (Repayment of) Debt, Net............................... -- (61,006)
Financing Fees....................................................... 235 --
-------- --------
Cash Provided by (Used for) Financing Activities............. (19,169) (80,387)
-------- --------
Increase (Decrease) in Cash and Cash Equivalents....................... 62,705 (318)
Cash and Cash Equivalents at Beginning of Period....................... 195,809 42,738
-------- --------
Cash and Cash Equivalents at End of Period............................. $258,514 $ 42,420
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE> 8
ARCADIAN PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Arcadian
Partners, L.P. ("Partners") and its subsidiaries (collectively "Partnership")
are unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to the Quarterly Report on 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. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
In the opinion of Arcadian Corporation ("Corporation"), the general partner
of the Partnership, the accompanying condensed consolidated financial statements
contain all adjustments (consisting of only normal, recurring adjustments)
necessary to present fairly the financial position, results of operations, and
cash flows of the Partnership as of the dates and for the periods presented.
Because of the seasonal nature of the Partnership's business, the results
of operations for the periods presented are not necessarily indicative of the
results of operations for a full fiscal year.
The accompanying condensed consolidated financial statements of the
Partnership include the results of operations of Partners and its subsidiaries,
including Arcadian Fertilizer, L.P. ("Fertilizer"), on a consolidated basis. All
intercompany balances and transactions have been eliminated in consolidation.
2. SUPPLEMENTAL CASH FLOW INFORMATION
The Partnership considers highly liquid investments with an original
maturity of three months or less to be cash equivalents, except for those which
are part of the restricted reserve accounts. The following is supplemental cash
flow information:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
($000) ($000)
------- -------
<S> <C> <C>
Interest Paid...................................................... $ 19 $ 5,626
Income Taxes Paid.................................................. 4,516 248
</TABLE>
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
1996 DECEMBER 31,
(UNAUDITED) 1995
($000) ($000)
----------- ------------
<S> <C> <C>
Finished Products........................................... $ 70,269 $ 70,459
Raw Materials and Supplies.................................. 59,582 66,164
-------- --------
$ 129,851 $136,623
======== ========
</TABLE>
7
<PAGE> 9
ARCADIAN PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. DEBT
Debt consists of the following:
<TABLE>
<CAPTION>
MARCH 31,
1996 DECEMBER 31,
(UNAUDITED) 1995
($000) ($000)
----------- ------------
<S> <C> <C>
First Mortgage Notes........................................ $ 200,000 $200,000
Senior Notes................................................ 340,000 340,000
Revolving Credit Facility................................... -- --
-------- --------
540,000 540,000
Less Current Portion of Long Term Debt...................... 15,000 15,000
-------- --------
$ 525,000 $525,000
======== ========
</TABLE>
At March 31, 1996, there was no outstanding balance on the Partnership's
$100 million revolving credit facility, and the amount available for borrowing
in the form of loans and letters of credit, after considering outstanding and
committed letters of credit of $39 million, was $61 million.
5. RESTRICTED RESERVE ACCOUNTS
At March 31, 1996, restricted reserve accounts of $53 million were
comprised primarily of a $31 million Cash Collateral Account maintained by
Fertilizer for the benefit of the holders of the First Mortgage Notes and a $19
million Debt Service Reserve Account maintained by Partners for the benefit of
the holders of the 10 3/4% Series B Senior Notes due 2005 ("Senior Notes").
6. COMMITMENTS AND CONTINGENCIES
OPERATING LEASE COMMITMENTS
In June 1995, Fertilizer entered into a lease agreement with an
unaffiliated entity ("First Lessor") with respect to an ammonia plant
constructed at the Trinidad plant site ("First Trinidad Plant Lease"). Upon
completion of construction, the First Lessor will lease the plant to Fertilizer.
The annual lease payments under the First Trinidad Plant Lease are expected to
be approximately $6 million. The initial five-year lease term is renewable for
an additional five-year term, subject to certain conditions. If the First
Trinidad Plant Lease is not renewed or is otherwise terminated, Fertilizer may
be required to make a residual termination payment equal to 85% of the estimated
$75 million total cost of the project. In addition, the Corporation has an
option to purchase the plant during the term of the First Trinidad Plant Lease
for a price approximating its fair market value at the date of exercise. The
plant is expected to be commercially operational in the second quarter of 1996.
In March 1996, Fertilizer entered into a lease agreement with an
unaffiliated entity ("Second Lessor") with respect to an ammonia plant to be
constructed at the Trinidad plant site ("Second Trinidad Plant Lease"). Upon
completion of construction, the Second Lessor will lease the plant to
Fertilizer. The annual lease payments under the Second Trinidad Plant Lease are
expected to be approximately $21 million. The initial seven-year lease term is
renewable for an additional five-year term, subject to certain conditions. If
the Second Trinidad Plant Lease is not renewed or is otherwise terminated,
Fertilizer may be required to make a residual termination payment equal to 85%
of the estimated $285 million total cost of the project. In addition, the
Corporation has an option to purchase the plant during the term of the Second
Trinidad Plant Lease for a price approximating its fair market value at the date
of exercise. The plant is expected to be operational in 1998.
8
<PAGE> 10
ARCADIAN PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
LAKE CHARLES PLANT
In connection with a 1992 incident at its Lake Charles plant, the
Partnership is contesting penalties proposed by the United States Occupational
Safety and Health Administration ("OSHA") totaling $4 million. The OSHA legal
proceeding to date has generally been favorable to the Partnership. While
management and legal counsel believe that any civil penalty ultimately paid by
the Partnership will be substantially less than the remaining $4 million penalty
proposed by OSHA, they cannot predict with certainty the outcome of this
proceeding. The Partnership also is defending civil litigation relating to the
Lake Charles incident which include personal injury, property damage, employee
relations, and other claims. Management believes that these matters either are
without merit or are satisfactorily covered by insurance, and that there will be
no material adverse effect to the Partnership upon the resolution of these
matters.
PORT AUTHORITY OF NEW YORK AND NEW JERSEY
On March 15, 1996, the Partnership was notified that it, two other nitrogen
producers, and up to 30 unidentified parties have been named as defendants in a
lawsuit filed by the subrogating insurers of the Port Authority of New York and
New Jersey ("Port Authority") in a New Jersey state court. The Port Authority is
seeking to recover damages allegedly incurred as a result of the explosion at
the World Trade Center in New York City on February 26, 1993. The Port Authority
alleges in its complaint that the two other named defendants and one or more
unidentified parties (as manufacturers of ammonium nitrate), the Partnership and
one or more unidentified parties (as producers of urea), and one or more
unidentified makers of nitric acid are liable under various tort theories for
unspecified property damages, business interruption losses, lost rent and other
damages allegedly incurred by the Port Authority as a result of the World Trade
Center explosion. The defendants have removed the case to federal court in New
Jersey. The Port Authority has moved to disqualify its insurers' counsel, and
the court has stayed any further proceedings until this motion is resolved.
While the Partnership is unaware of any basis for liability, it is evaluating
the lawsuit and intends to respond to the complaint in a timely manner and to
vigorously defend against the Port Authority's allegations.
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Because of the seasonal nature of the Partnership's business, the results
of operations for the periods presented are not necessarily indicative of the
results for a full fiscal year.
THREE MONTHS ENDED MARCH 31, 1996, COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
For the three months ended March 31, 1996, the Partnership generated net
income of $59 million compared to net income of $50 million for the same period
last year. Operating income increased $4 million for the three months ended
March 31, 1996, from the prior year period.
For the three months ended March 31, 1996, compared to the same period last
year, net sales decreased $44 million or 13%, of which 14% was related to lower
sales volume, offset by a 1% increase in product selling prices. The decrease in
sales volume reflects the combined effects of reduced sales of low margin
purchased product for resale and a weather-related delayed planting season.
Gross profit remained on pace with the same period in 1995 at approximately
$89 million. Gross profit as a percentage of net sales increased from 26% in the
first quarter of 1995 to 30% in the first quarter of 1996 partially as a result
of reduced sales of low margin purchased product for resale noted above. The per
unit natural gas cost included in cost of sales increased approximately 3% from
1995.
Selling, general and administrative expenses as a percentage of net sales
decreased from 5% for the three months ended March 31, 1995, to 4% for the three
months ended March 31, 1996.
Interest expense decreased 18% to $11 million in the first quarter of 1996
compared to $13 million for the same period in 1995, reflecting the improvements
in the Partnership's net debt.
The income tax provision decreased $3 million for the three months ended
March 31, 1996, compared to the same period in 1995. The decrease reflects in
part the impact on deferred taxes of a change in the Trinidad statutory income
tax rate from 38% to 35%.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
Net cash provided by operating activities was $87 million and $81 million
for the three months ended March 31, 1996 and 1995, respectively. At March 31,
1996 and 1995, working capital, net of restricted reserve accounts and $279
million, respectively.
Investing Activities
Net cash used for investing activities of $5 million and $1 million for the
three months ended March 31, 1996 and 1995, respectively, reflects primarily
capital expenditures.
Financing Activities
Net cash used for financing activities was $19 million and $80 million for
the three months ended March 31, 1996 and 1995, respectively. The 1995 amount
reflected a $61 million reduction in the outstanding balance under the revolving
credit facility.
At March 31, 1996, there was no outstanding balance on the revolving credit
facility, and the amount available for borrowing in the form of loans and
letters of credit, after considering outstanding and committed letters of credit
of $39 million, was $61 million.
In February 1996, the Partnership made cash distributions to the
Corporation totaling $17 million.
Management believes that its present working capital position, combined
with projected cash flows from operations and available borrowing capacity, will
be sufficient to meet the Partnership's 1996 and 1997 anticipated cash
requirements for operating needs and projected capital expenditures.
10
<PAGE> 12
From 1996 through 2000, the Partnership's principal long-term liquidity
requirements will focus on maturities of long-term debt. Excluding the revolving
credit facility, maturities of long-term debt will total $15 million, $15
million, $15 million, $18 million and $18 million in 1996, 1997, 1998, 1999 and
2000, respectively. Cash from operations is expected to be sufficient for the
payment of all such maturities of long-term debt.
The Senior Notes, First Mortgage Notes, and revolving credit facility
contain provisions restricting distributions on Partners' and certain
subsidiaries' equity interests in the event that certain financial covenants are
not met. Management believes that Partners and such subsidiaries will continue
to meet all such financial covenants for the foreseeable future.
Operating Lease Commitments
In June 1995, Fertilizer entered into a lease agreement with an
unaffiliated entity ("First Lessor") with respect to an ammonia plant
constructed at the Trinidad plant site ("First Trinidad Plant Lease"). Upon
completion of construction, the First Lessor will lease the plant to Fertilizer.
The annual lease payments under the First Trinidad Plant Lease are expected to
be approximately $6 million. The initial five-year lease term is renewable for
an additional five-year term, subject to certain conditions. If the First
Trinidad Plant Lease is not renewed or is otherwise terminated, Fertilizer may
be required to make a residual termination payment equal to 85% of the estimated
$75 million total cost of the project. In addition, the Corporation has an
option to purchase the plant during the term of the First Trinidad Plant Lease
for a price approximating its fair market value at the date of exercise. The
plant is expected to be commercially operational in the second quarter of 1996.
In March 1996, Fertilizer entered into a lease agreement with an
unaffiliated entity ("Second Lessor") with respect to an ammonia plant to be
constructed at the Trinidad plant site ("Second Trinidad Plant Lease"). Upon
completion of construction, the Second Lessor will lease the plant to
Fertilizer. The annual lease payments under the Second Trinidad Plant Lease are
expected to be approximately $21 million. The initial seven-year lease term is
renewable for an additional five-year term, subject to certain conditions. If
the Second Trinidad Plant Lease is not renewed or is otherwise terminated,
Fertilizer may be required to make a residual termination payment equal to 85%
of the estimated $285 million total cost of the project. In addition, the
Corporation has an option to purchase the plant during the term of the Second
Trinidad Plant Lease for a price approximating its fair market value at the date
of exercise. The plant is expected to be operational in 1998.
Lake Charles Plant
In connection with a 1992 incident at its Lake Charles plant, the
Partnership is contesting penalties proposed by the United States Occupational
Safety and Health Administration ("OSHA") totaling $4 million. The OSHA legal
proceeding to date has generally been favorable to the Partnership. While
management and legal counsel believe that any civil penalty ultimately paid by
the Partnership will be substantially less than the remaining $4 million penalty
proposed by OSHA, they cannot predict with certainty the outcome of this
proceeding. The Partnership also is defending civil litigation relating to the
Lake Charles incident which include personal injury, property damage, employee
relations, and other claims. Management believes that these matters either are
without merit or are satisfactorily covered by insurance, and that there will be
no material adverse effect to the Partnership upon the resolution of these
matters.
Port Authority of New York and New Jersey
On March 15, 1996, the Partnership was notified that it, two other nitrogen
producers, and up to 30 unidentified parties have been named as defendants in a
lawsuit filed by the subrogating insurers of the Port Authority of New York and
New Jersey ("Port Authority") in a New Jersey state court. The Port Authority is
seeking to recover damages allegedly incurred as a result of the explosion at
the World Trade Center in New York City on February 26, 1993. The Port Authority
alleges in its complaint that the two other named defendants and one or more
unidentified parties (as manufacturers of ammonium nitrate), the Partnership
11
<PAGE> 13
and one or more unidentified parties (as producers of urea), and one or more
unidentified makers of nitric acid are liable under various tort theories for
unspecified property damages, business interruption losses, lost rent and other
damages allegedly incurred by the Port Authority as a result of the World Trade
Center explosion. The defendants have removed the case to federal court in New
Jersey. The Port Authority has moved to disqualify its insurers' counsel, and
the court has stayed any further proceedings until this motion is resolved.
While the Partnership is unaware of any basis for liability, it is evaluating
the lawsuit and intends to respond to the complaint in a timely manner and to
vigorously defend against the Port Authority's allegations.
12
<PAGE> 14
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following materials are filed as exhibits to this report:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- - -------------------- ------------------------------------------------------------------------
<C> <S>
27 -- Financial Data Schedule
</TABLE>
(b) Current Reports on Form 8-K
Partners did not file any Current Report on Form 8-K during the quarter
ended March 31, 1996.
13
<PAGE> 15
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on May 14, 1996.
ARCADIAN PARTNERS, L.P.
By: Arcadian Corporation
General Partner
By: /s/ A. L. WILLIAMS
----------------------------------
A. L. Williams
Vice President -- Finance and
Chief Financial Officer
14
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ---------------------------------------------------------------------------------------------
<C> <S>
27 -- Financial Data Schedule
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF ARCADIAN PARTNERS, L.P. INCLUDED IN FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1996 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 311,847<F1>
<SECURITIES> 0
<RECEIVABLES> 105,157
<ALLOWANCES> 1,943
<INVENTORY> 129,851
<CURRENT-ASSETS> 549,961
<PP&E> 761,991
<DEPRECIATION> 206,662
<TOTAL-ASSETS> 1,163,172
<CURRENT-LIABILITIES> 170,243
<BONDS> 525,000
<COMMON> 0
0
0
<OTHER-SE> 397,511
<TOTAL-LIABILITY-AND-EQUITY> 1,163,172
<SALES> 297,372
<TOTAL-REVENUES> 297,372
<CGS> 208,232
<TOTAL-COSTS> 208,232
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 65
<INTEREST-EXPENSE> 10,991
<INCOME-PRETAX> 65,982
<INCOME-TAX> 6,648
<INCOME-CONTINUING> 58,880
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58,880
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>CASH INCLUDES $53 MILLION OF RESTRICTED RESERVES.
</FN>
</TABLE>
