================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
Form 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission file number 0-20231
FIBERMARK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 82-0429330
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
161 Wellington Road,
P.O. Box 498
Brattleboro, Vermont 05302
(Address of principal executive offices, including zip code)
(802) 257-0365
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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 and 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|_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to be
the best of Registrant's knowledge, in definitive proxy or infor-mation
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
The approximate aggregate market value of the Common Stock held by
non-affiliates of the Registrant, based upon the last sale price of the Common
Stock reported on the New York Stock Exchange was $186,587,467 as of March 16,
1998.*
The number of shares of Common Stock outstanding was 7,733,781 as of March
16, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
(To the extent indicated herein)
Registrant's definitive Proxy Statement that will be filed with the
Securities and Exchange Commission in connection with Registrant's 1997 annual
meeting of stockholders to be held on May 5, 1998 is incorporated by reference
into Part III of this Report.
- --------------------------------------------------------------------------------
* Excludes 2,595,211 shares of Common Stock held by directors and officers
and stockholders whose beneficial ownership exceeds five percent of the
shares outstanding March 16, 1998. Exclusion of shares held by any person
should not be construed to indicate that such person possesses the power,
direct or indirect, to direct or cause the direction of the management or
policies of the Registrant, or that such person is controlled by or under
common control with the Registrant.
1
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<PAGE>
Item 14(a)(3) Exhibits
Number Description
- ------ -----------
2.1(11) Share Purchase Agreement dated as of November 26, 1997, among
Steinbeis Holding GmbH ("Steinbeis"), Zetaphoenicis Beteiligungs
GmbH and Thetaphoenicis Beteiligungs GmbH.
3.1(1) Restated Certificate of Incorporation of the Company as amended
through March 25, 1997.
3.2(10) Certificate of Ownership and Merger of FiberMark, Inc. with and into
Specialty Paperboard, Inc. filed with the Secretary of State of
Delaware on March 26, 1997.
3.3(1) Restated By-laws.
4.1(1) Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2(1) Specimen stock certificate.
4.3(9) Indenture dated as of October 15, 1996 (the "Indenture") among the
Company, CPG Co., Specialty Paperboard/Endura, Inc. ("Endura") and
the Wilmington Trust Company ("Wilmington").
4.4(9) Specimen Certificate of 9 3/8% Series A Senior Note due 2006
(included in Exhibit 4.3 hereof).
4.5(9) Specimen Certificate of 9 3/8% Series B Senior Note due 2006
(included in Exhibit 4.3 hereof).
4.6(9) Form of Guarantee of Senior Notes issued pursuant to the Indenture
(included in Exhibit 4.3 hereof).
4.7(9) Registration Rights Agreement dated as of October 16, 1996 among the
Company, Endura, CPG Co. and BT Securities Corporation.
10.1(5) Lease Agreement dated April 29, 1994, between CIT Group/Equipment
Financing Inc. ("CIT/Financing") and the Company.
10.2(5) Grant of Security Interest in Patents, Trademarks and Leases dated
April 29, 1994, between the Company and CIT/Financing.
10.3(5) Bill of Sale dated April 29, 1994, to CIT/Financing.
10.4(1)(3) Form of Indemnity Agreement entered into between the Company and its
directors and executive officers.
10.5(1)(3) The Company's 1992 Amended and Restated Stock Option Plan and
related form of Option Agreement.
10.6(1) Paper Procurement Agreement, between the Company and Acco-U.S.A.
10.7(8) Paper Procurement Agreement, between the Company and
Pajco/Holliston, dated February 23, 1995.
10.8(1) Energy Service Agreement (Latex mill), dated as of November 19,
1992, between Kamine and the Company.
10.9(2) Amendment No. 1 to the Energy Service Agreement (Latex mill), dated
as of May 7, 1993, between Kamine and the Company.
10.10(1) Energy Service Agreement (Lewis mill), dated as of November 19,
1992, between Kamine and the Company.
10.11(2) Amendment No. 1 to the Energy Service Agreement (Lewis mill), dated
as of May 7, 1993, between Kamine and the Company.
<PAGE>
10.12(1) Restated Ground Lease, dated as of November 19, 1992, between Kamine
and the Company.
10.13(1) Beaver Falls Cogeneration Buyout Agreement, dated as of November 20,
1992, between Kamine, Kamine Beaver Falls Cogen. Co., Inc. and the
Company.
10.14(2) Consent and Agreement (Energy Services Agreement), dated as of May
7, 1993, by the Company.
10.15(2) First Amendment of Restated Ground Lease, dated as of May 7, 1993,
between Kamine and the Company.
10.16(2) Memorandum of Lease, dated as of May 7, 1993, between Kamine and the
Company.
10.17(2) Lessor Consent and Estoppel Certificate, dated as of May 7, 1993,
between the Company and Deutsche Bank AG, New York Branch, Ansaldo
Industria of America, Inc. and SV Beavers Falls, Inc.
10.18(7)(3) The Company's 1994 Stock Option Plan and related forms of Option
Agreements.
10.19(7)(3) The Company's 1994 Directors Stock Option Plan and related form of
Option Agreement.
10.20(9)(3) Amendment to the Company's 1994 Directors Stock Option Plan.
10.21(4)(3) The Company's Executive Bonus Plan.
10.22(9) Deed of Lease between James River Paper Company, Inc. and
CPG-Virginia Inc. dated as of October 31, 1993.
10.23(9) Amended and Restated Agreement of Lease, between Arnold Barsky doing
business as A&C Realty and Arcon Mills Inc., dated June 1, 1988.
10.24(9) Lease Agreement dated November 15, 1995, between IFA Incorporated
and Custom Papers Group Inc. ("Custom Papers Group").
10.25(9) Master Lease Agreement dated January 1, 1994, between Meridian
Leasing Corp. and Custom Papers Group.
10.26(9) Master Equipment Lease Agreement dated February 3, 1995, between
Siemens Credit Corp. and CPG Holdings Inc.
10.27(6) Endura Sale Agreement, by and among W.R. Grace & Co. Conn., W.R.
Grace (Hong Kong) Limited, Grace Japan Kabushiki Kaisha
(collectively, the "Sellers"), the Company, Specialty Paperboard
(Hong Kong Limited) and Specialty Paperboard Japan Kabushiki Kaisha
(collectively the "Buyers"), dated May 10, 1994.
10.28(11) Loan Agreement dated as of November 24, 1997, between Steinbeis and
Gessner.
10.29(11) Expansion Land Option and Preemption Right Agreement dated as of
November 13, 1997, between Steinbeis and Gessner.
10.30(10) Third Amended and Restated Financing Agreement & Guaranty.
10.31(10) Second Amended and Restated Security Agreement dated December 31,
1997, between FiberMark Office Products, LLC and CIT Group/Equipment
Financing, Inc.
10.32(10) Second Amended and Restated Security Agreement dated December 31,
1997, between FiberMark, Inc. FiberMark Durable Specialties, Inc.,
and FiberMark Filter and Technical Products.
10.33(10) Loan Agreement dated as of January 7, 1998, between Zetaphoenicis
Beteiligungs GmbH and Bayerische Vereinsbank AG ("Bayerische").
10.34(10) Working Credit Facility dated as of January 13, 1998, between
Gessner and Bayerische.
10.35(10) Capex Loan Agreement dated as of January 13, 1998, between Gessner
and Bayerische.
10.36(10) Form of Amended and Restated Non-Employee Directors Stock Option
Plan dated February 18, 1998.
21(10) List of FiberMark subsidiaries.
<PAGE>
23.1(10) Consent of KPMG Peat Marwick LLP.
23.2(10) Consent of Coopers & Lybrand L.L.P.
27.1 Financial Data Schedule for the year ended December 31, 1997 (filed
herewith).
27.2 Financial Data Schedule for the year ended December 31, 1996 (filed
herewith).
27.3 Financial Data Schedule for the year ended December 31, 1995 (filed
herewith).
27.4 Financial Data Schedule for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997 (filed herewith).
27.5 Financial Data Schedule for the quarters ended March 31, 1996, June
30, 1996 and September 30, 1996 (filed herewith).
- ----------
(1) Incorporated by reference to exhibits filed with the company's
Registration Statement on Form S-1 (No. 33-47954), as amended, which
became effective March 10, 1993.
(2) Incorporated by reference to exhibits filed with the company's report on
Form 10-Q for the quarter ended June 30, 1993, filed August 13, 1993.
(3) Indicates management contracts or compensatory arrangements filed pursuant
to Item 601(b)(10) of Regulation S-K.
(4) Incorporated by reference to exhibits filed with the company's report on
Form 10-K for the year ended December 31, 1993 (No. 0-20231).
(5) Incorporated by reference to exhibits filed with the company's report on
Form 10-Q for the quarter ended March 31, 1994, filed May 14, 1994.
(6) Incorporated by reference to exhibits filed with the company's report on
Form 8-K, filed July 14, 1994.
(7) Incorporated by reference to exhibits filed with the company's
Registration Statement on Form S-8 filed, July 18, 1994.
(8) Incorporated by reference to exhibits filed with the company's report on
Form 10-K for the year ended December 13, 1994 (No. 0-20231).
(9) Incorporated by reference to exhibits filed with the company's report on
Form 10-K for the year ended December 31, 1996, filed April 1, 1997.
(10) Previously filed.
(11) Incorporated by reference to exhibits filed with the company's
Registration Statement on Form S-3, filed December 15, 1997.
<PAGE>
FIBERMARK, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Brattleboro,
County of Windham, State of Vermont, on the 3rd day of April, 1998.
FiberMark, Inc.
By *
----------------------------------
Alex Kwader
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alex Kwader and Bruce Moore, or any of them, his
or her attorney-in-fact, each with the power of substitution, for him or her in
any and all capacities, to sign any amendments to this Report, and to file the
same, with exhibits thereto and other documents in connections therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof. This Form 10-K may be executed in multiple
counterparts, each of which shall be an original, but which shall together
constitute but one agreement.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and April 3, 1998
- --------------------------- Chief Executive Officer
Alex Kwader
* Chairman of the Board April 3, 1998
- ---------------------------
K. Peter Norrie
* Director April 3, 1998
- ---------------------------
Brian C. Kerester
* Director April 3, 1998
- ---------------------------
Marion A. Keyes
* Director April 3, 1998
- ---------------------------
George E. McCown
* Director April 3, 1998
- ---------------------------
Jon H. Miller
* Director April 3, 1998
- ---------------------------
Glenn S. McKenzie
* Director April 3, 1998
- ---------------------------
E. P. Swain, Jr.
* Director April 3, 1998
- ---------------------------
Fred P. Thompson
<PAGE>
* Director April 3, 1998
- ---------------------------
John D. Weil
* Vice President and April 3, 1998
- --------------------------- Chief Financial Officer
Bruce Moore
* By /s/ BRUCE MOORE
-----------------------
Bruce Moore
Attorney-in-fact
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE YEAR ENDED DECEMBER 31, 1997, AS
SET FORTH IN ITS FORM 10-K FOR SUCH YEAR AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 37,275
<SECURITIES> 0
<RECEIVABLES> 23,481
<ALLOWANCES> 203
<INVENTORY> 37,486
<CURRENT-ASSETS> 102,018
<PP&E> 104,336
<DEPRECIATION> 14,093
<TOTAL-ASSETS> 248,001
<CURRENT-LIABILITIES> 40,035
<BONDS> 100,000
0
0
<COMMON> 8
<OTHER-SE> 82,763
<TOTAL-LIABILITY-AND-EQUITY> 248,001
<SALES> 235,358
<TOTAL-REVENUES> 235,358
<CGS> 189,294
<TOTAL-COSTS> 189,294
<OTHER-EXPENSES> 600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,457
<INCOME-PRETAX> 10,161
<INCOME-TAX> 3,992
<INCOME-CONTINUING> 6,169
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,169
<EPS-PRIMARY> 1.01<F1>
<EPS-DILUTED> .95<F1>
<FN>
<F1>
A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001
PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE YEAR ENDED DECEMBER 31, 1996, AS
SET FORTH IN ITS FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1996<F1>
<CASH> 14,342
<SECURITIES> 0
<RECEIVABLES> 21,180
<ALLOWANCES> 333
<INVENTORY> 29,293
<CURRENT-ASSETS> 68,953
<PP&E> 100,711
<DEPRECIATION> 11,015
<TOTAL-ASSETS> 212,008
<CURRENT-LIABILITIES> 39,802
<BONDS> 100,000
0
0
<COMMON> 6<F2>
<OTHER-SE> 48,087<F2>
<TOTAL-LIABILITY-AND-EQUITY> 212,008
<SALES> 124,771
<TOTAL-REVENUES> 124,771
<CGS> 101,981
<TOTAL-COSTS> 101,981
<OTHER-EXPENSES> (1,013)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,992
<INCOME-PRETAX> 12,211
<INCOME-TAX> 4,697
<INCOME-CONTINUING> 7,514
<DISCONTINUED> 0
<EXTRAORDINARY> (297)
<CHANGES> 0
<NET-INCOME> 7,217
<EPS-PRIMARY> 1.19<F2>
<EPS-DILUTED> 1.14<F2>
<FN>
<F1>
RESTATEMENT REFLECTED HEREIN IS THE RESULT OF RECLASSIFICATIONS TO PRIOR
PERIODS' FINANCIAL STATEMENTS TO CONFORM TO CURRENT PERIOD PRESENTATION.
<F2>
A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001
PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE YEAR ENDED DECEMBER 31, 1995, AS
SET FORTH IN ITS FORM 10-K FOR SUCH YEAR AND FOR THE YEARS ENDED DECEMBER 31,
1996 AND DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995<F1>
<PERIOD-END> DEC-31-1995
<CASH> 1,518
<SECURITIES> 0
<RECEIVABLES> 9,659
<ALLOWANCES> 253
<INVENTORY> 16,856
<CURRENT-ASSETS> 32,570
<PP&E> 41,767
<DEPRECIATION> 8,216
<TOTAL-ASSETS> 74,618
<CURRENT-LIABILITIES> 14,936
<BONDS> 4,625
0
0
<COMMON> 6<F2>
<OTHER-SE> 40,729<F2>
<TOTAL-LIABILITY-AND-EQUITY> 74,618
<SALES> 117,516
<TOTAL-REVENUES> 117,516
<CGS> 100,106
<TOTAL-COSTS> 100,106
<OTHER-EXPENSES> (1,198)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,270
<INCOME-PRETAX> 7,529
<INCOME-TAX> (424)
<INCOME-CONTINUING> 7,953
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,953
<EPS-PRIMARY> 1.31<F2>
<EPS-DILUTED> 1.30<F2>
<FN>
<F1>
RESTATEMENT REFLECTED HEREIN IS THE RESULT OF RECLASSIFICATIONS TO PRIOR
PERIODS' FINANCIAL STATEMENTS TO CONFORM TO CURRENT PERIOD PRESENTATIONS.
<F2>
A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001
PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE QUARTERS ENDED MARCH 31, 1997,
JUNE 30, 1997 AND SEPTEMBER 30, 1997, AS SET FORTH IN ITS FORMS 10-Q FOR SUCH
QUARTERS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000887591
<NAME> FiberMark, Inc.
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<CASH> 10,651 7,608 9,075
<SECURITIES> 0 0 0
<RECEIVABLES> 24,235 24,423 24,645
<ALLOWANCES> 0 0 0
<INVENTORY> 31,137 31,840 34,358
<CURRENT-ASSETS> 71,777 68,527 73,030
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 216,046 213,714 220,135
<CURRENT-LIABILITIES> 41,516 36,523 40,161
<BONDS> 100,000 100,000 100,000
0 0 0
0 0 0
<COMMON> 6<F1> 6<F1> 6<F1>
<OTHER-SE> 50,840<F1> 53,931<F1> 57,144<F1>
<TOTAL-LIABILITY-AND-EQUITY> 216,046 213,714 220,135
<SALES> 59,442 118,857 176,659
<TOTAL-REVENUES> 59,442 118,857 176,659
<CGS> 48,177 96,274 142,559
<TOTAL-COSTS> 48,177 96,274 142,559
<OTHER-EXPENSES> 72 (27) 218
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,258 4,619 6,900
<INCOME-PRETAX> 4,519 9,547 14,748
<INCOME-TAX> 1,786 3,760 5,762
<INCOME-CONTINUING> 2,733 5,787 8,986
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 2,733 5,787 8,986
<EPS-PRIMARY> .45<F1> .95<F1> 1.48<F1>
<EPS-DILUTED> .43<F1> .91<F1> 1.40<F1>
<FN>
<F1> A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK,
$.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE QUARTERS ENDED MARCH 31, 1996,
JUNE 30, 1996 AND SEPTEMBER 30, 1996, AS SET FORTH IN ITS FORMS 10-Q FOR SUCH
QUARTERS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000887591
<NAME> FiberMark, Inc.
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 488 1,576 3,174
<SECURITIES> 0 0 0
<RECEIVABLES> 10,583 11,579 11,278
<ALLOWANCES> 0 0 0
<INVENTORY> 16,814 15,863 16,402
<CURRENT-ASSETS> 30,318 31,399 33,382
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 73,649 73,729 76,015
<CURRENT-LIABILITIES> 14,536 14,344 15,330
<BONDS> 3,411 2,251 1,845
0 0 0
0 0 0
<COMMON> 6<F1> 6<F1> 6<F1>
<OTHER-SE> 41,804<F1> 43,665<F1> 45,801<F1>
<TOTAL-LIABILITY-AND-EQUITY> 73,649 73,729 76,015
<SALES> 24,859 50,945 77,734
<TOTAL-REVENUES> 24,859 50,945 77,734
<CGS> 21,356 42,431 64,105
<TOTAL-COSTS> 21,356 42,431 64,105
<OTHER-EXPENSES> (328) (634) (991)
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 180 302 310
<INCOME-PRETAX> 1,690 4,619 7,994
<INCOME-TAX> 642 1,755 3,037
<INCOME-CONTINUING> 1,048 2,864 4,957
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 1,048 2,864 4,957
<EPS-PRIMARY> .17<F1> .47<F1> .82<F1>
<EPS-DILUTED> .17<F1> .46<F1> .79<F1>
<FN>
<F1> A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK,
$.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
</FN>
</TABLE>
