UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended Commission file number
June 29, 1996 33-59994
BELL & HOWELL COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3875177
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5215 Old Orchard Road, Skokie, Illinois 60077-1076
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 470-7660
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
--- ---
The number of shares of the Registrant's Common Stock, $.001
par value, outstanding as of August 5, 1996 was 18,295,337.
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Statements of Operations for
the Thirteen and Twenty-Six Weeks Ended
July 1, 1995 and June 29, 1996 ............... 1
Consolidated Balance Sheets - Assets at
December 30, 1995 and June 29, 1996 .......... 2
Consolidated Balance Sheets - Liabilities
and Shareholders' Equity at December 30, 1995
and June 29, 1996 ............................ 3
Consolidated Statements of Cash Flows for
the Twenty-Six Weeks Ended July 1, 1995 and
June 29, 1996 ................................ 4
Notes to the Consolidated Financial
Statements ................................... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations .................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .............................. 13
Item 6. Exhibits and Reports on Form 8-K ............... 13
SIGNATURE PAGE ............................................ 14
<PAGE>
<TABLE>
Bell & Howell Company and Subsidiaries
Consolidated Statements of Operations
(Dollars and shares in thousands, except per share data)
(Unaudited)
<CAPTION>
Thirteen Weeks Twenty-Six Weeks
Ended Ended
--------------------- ---------------------
July 1, June 29, July 1, June 29,
1995 1996 1995 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 190,119 $ 213,973 $ 377,184 $ 415,065
Operating costs and expenses:
Cost of sales 120,129 139,519 241,479 269,412
Research and development 7,199 8,523 14,659 16,454
Selling and administrative 47,752 48,426 93,257 97,529
-------- -------- -------- -------
Total operating costs and expenses 175,080 196,468 349,395 383,395
Operating income 15,039 17,505 27,789 31,670
Net interest expense:
Interest (income) (3,733) (3,994) (7,453) (8,266)
Interest expense 16,934 15,794 34,086 31,008
-------- -------- -------- --------
Net interest expense 13,201 11,800 26,633 22,742
Earnings before income taxes
and extraordinary items 1,838 5,705 1,156 8,928
Income tax expense 840 2,361 641 3,731
-------- -------- -------- --------
Earnings before extraordinary items 998 3,344 515 5,197
Extraordinary losses (3,219) (2,585) (3,219) (2,585)
-------- -------- -------- --------
Net earnings (loss) $ (2,221) $ 759 $ (2,704) $ 2,612
======== ======== ======== ========
Net earnings (loss) per common share:
Primary:
Earnings before extraordinary items $ 0.06 $ 0.18 $ 0.04 $ 0.28
Extraordinary losses (0.20) (0.14) (0.22) (0.14)
-------- -------- -------- --------
Net earnings (loss) per common share $ (0.14) $ 0.04 $ (0.18) $ 0.14
======== ======== ======== ========
Fully Diluted:
Earnings before extraordinary items $ 0.06 $ 0.18 $ 0.04 $ 0.28
Extraordinary losses (0.20) (0.14) (0.22) (0.14)
------- -------- -------- --------
Net earnings (loss) per common share $ (0.14) $ 0.04 $ (0.18) $ 0.14
======== ======== ======== ========
Average number of common shares and
equivalents outstanding:
Primary 16,351 18,636 14,840 18,601
Fully Diluted 16,351 18,636 14,840 18,626
<FN>
The accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
-1-
</TABLE>
<PAGE>
<TABLE>
Bell & Howell Company and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
Assets
<CAPTION>
December 30, June 29,
1995 1996
----------- -----------
(Audited) (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,262 $ 10,140
Accounts receivable, less allowance for
doubtful accounts of $4,406 and $5,096,
respectively 181,247 150,122
Inventory 105,918 138,373
Other current assets 11,768 12,674
-------- --------
Total current assets 306,195 311,309
Property, plant and equipment, at cost 316,036 330,816
Accumulated depreciation (171,057) (184,159)
-------- --------
Net property, plant and equipment 144,979 146,657
Long-term receivables 57,062 48,605
Goodwill, net of accumulated amortization 133,422 152,474
Other assets 40,483 39,390
-------- --------
Total assets $ 682,141 $ 698,435
======== ========
<FN>
The accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
-2-
</TABLE>
<PAGE>
<TABLE>
Bell & Howell Company and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
Liabilities and Shareholders' Equity
<CAPTION>
December 30, June 29,
1995 1996
----------- -----------
(Audited) (Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable $ 14,939 $ 11,438
Current maturities of long-term debt 14,707 1,469
Accounts payable 65,444 60,947
Accrued expenses 81,717 78,113
Deferred income 176,351 147,845
Accrued income taxes 6,539 1,870
-------- --------
Total current liabilities 359,697 301,682
Long-term liabilities:
Long-term debt 465,230 536,940
Other liabilities 46,686 47,815
-------- --------
Total long-term liabilities 511,916 584,755
Shareholders' equity (deficit):
Common Stock, $.001 par value, 18,336,206 shares
issued and 18,329,117 shares outstanding at
December 30, 1995, and 18,340,223 shares issued
and 18,305,337 shares outstanding at
June 29, 1996 18 18
Capital surplus 328 863
Notes receivable from executives (2,054) (1,404)
Retained earnings (deficit) (188,921) (186,309)
Cumulative foreign exchange translation adjustments 1,187 (30)
Treasury stock (30) (1,140)
-------- --------
Total shareholders' equity (deficit) (189,472) (188,002)
Commitments and contingencies -- --
-------- --------
Total liabilities and shareholders' equity (deficit) $ 682,141 $ 698,435
======== ========
<FN>
The accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
-3-
</TABLE>
<PAGE>
<TABLE> Bell & Howell Company and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<CAPTION>
Twenty-Six Weeks
Ended
-----------------------------
July 1, June 29,
1995 1996
-------- --------
<S> <C> <C>
Operating activities:
Net earnings (loss) $ (2,704) $ 2,612
Depreciation and amortization 22,762 23,791
Debt accretion 11,740 12,252
Changes in operating assets and liabilities:
Accounts receivable 23,294 29,994
Inventory (17,410) (33,293)
Other current assets (744) (1,052)
Long-term receivables 466 8,457
Income taxes (2,355) (5,239)
Accounts payable (3,782) (4,625)
Accrued expenses (15,510) (5,193)
Deferred income and other long-term liabilities (24,442) (26,361)
Other, net (384) (700)
------- -------
Net cash provided (used) by operating activities (9,069) 643
Investing activities:
Expenditures for property, plant and equipment (22,797) (20,384)
Acquisitions (2,330) (19,718)
------- -------
Net cash used by investing activities (25,127) (40,102)
Financing activities:
Proceeds from short-term debt 10,980 9,224
Repayment of short-term debt (8,973) (12,235)
Proceeds from long-term debt 42,973 192,050
Repayment of long-term debt (92,040) (146,602)
Proceeds from Common Stock, net 72,215 25
------- -------
Net cash provided by financing activities 25,155 42,462
Effect of exchange rate changes on cash (255) (125)
------- -------
Increase (decrease) in cash and cash equivalents (9,296) 2,878
Cash and cash equivalents, beginning of period 16,174 7,262
------- -------
Cash and cash equivalents, end of period $ 6,878 $ 10,140
====== ======
<FN>
The accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
-4-
</TABLE>
<PAGE>
Bell & Howell Company and Subsidiaries
Notes to the Consolidated Financial Statements
(Dollars in thousands)
Note 1 - Basis of Presentation
Bell & Howell Company, formerly Bell & Howell Holdings
Company, is a holding company, the primary assets of which are
all of the issued and outstanding shares of Common Stock and the
Intercompany Preferred Stock of Bell & Howell Operating Company,
formerly Bell & Howell Company. Bell & Howell Company conducts
business through Bell & Howell Operating Company and has no
operations of its own.
The consolidated financial statements include the accounts
of Bell & Howell Company and its subsidiaries (collectively the
"Company") and have been prepared without independent audit,
except for the balance sheet data as of December 30, 1995.
Certain prior year amounts have been reclassified to conform with
the 1996 presentation.
In the opinion of the Company's management, the consolidated
financial statements include all adjustments necessary to present
fairly the information required to be set forth therein, and such
adjustments are of a normal and recurring nature. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
The Company's management believes, however, that the disclosures
are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the
Consolidated Financial Statements and the notes thereto included
in Bell & Howell Company's annual report for the year ended
December 30, 1995.
-5-
<PAGE>
Note 2 - Significant Accounting Policies
Net Earnings (Loss) per Common Share. Net earnings (loss)
per common share are determined by dividing net earnings (loss)
by the weighted average number of common shares outstanding
during the period. If dilutive, stock options are included as
common stock equivalents.
Inventory. The Company uses the last-in, first-out (LIFO)
method of valuing the majority of its domestic inventory. Use of
the LIFO method is predicated on a determination of inventory
quantities and costs at the end of each fiscal year, and
therefore interim determinations of LIFO inventory values and
results of operations are by necessity based on management's
estimates of expected year-end inventory quantities and costs.
The excess of replacement cost over the LIFO values of inventory
was $4,413 at December 30, 1995 and June 29, 1996.
Note 3 - Public Equity Offering/Supplementary Earnings Per Share Data
In May 1995, the Company completed its initial public
offering of 5,000,000 shares of Common Stock (which were issued
at $15.50 per share), the net proceeds of which were used to
retire $50,000 of the 10 3/4% Senior Subordinated Notes and to
prepay $17,628 of term loans under the Credit Agreement.
The following supplementary 1995 pro forma earnings per
share data assumes that the initial public offering of the
5,000,000 shares of Common Stock occurred at the beginning of the
year.
<TABLE>
<CAPTION> Thirteen Weeks Twenty-six weeks
Ended Ended
July 1, 1995 July 1, 1995
---------------- -----------------
<S> <C> <C>
Net earnings before
extraordinary items $ .09 $ .13
Extraordinary losses -- (.18)
---- ----
Net earnings (loss) per
common share $ .09 $(.05)
==== ====
</TABLE>
-6-
<PAGE>
Note 4 - Credit/Lease Receivable Sales Agreements
In April 1996, the Company amended its Credit Agreement.
Under the terms of the amendment, the Company increased its
revolving credit facility to $275,000, reduced its interest rate
and extended the maturity on all outstanding Credit Agreement
borrowings (to April 2001).
In May 1996, Bell & Howell Acceptance Corporation ("BHAC"),
the Company's financing subsidiary, entered into a new receivable
sales agreement under which the buyer commits to purchase new
lease receivables. There is no recourse to BHAC or to the
Company after the sale of lease receivables pursuant to the
agreement.
Note 5 - Extraordinary Losses
The extraordinary losses of $2,585 ($4,039 pretax) in the
second quarter of 1996 were comprised of the debt repurchase
premium and write-off of unamortized debt issuance costs
associated with the retirement of $17,920 of the 10 3/4% Senior
Subordinated Notes and $34,158 (accreted value) of the 11 1/2%
Senior Discount Debentures, which were redeemed with proceeds
from the amended Credit Agreement.
The extraordinary losses of $3,219 ($5,030 pretax) in the
second quarter of 1995 were comprised of the debt repurchase
premium and write-off of unamortized debt issuance costs
associated with the retirement of $50,000 of the 10 3/4% Senior
Subordinated Notes and the write-off of unamortized debt issuance
costs associated with the prepayment of $17,628 of term loans
under the Credit Agreement, both of which reflect the application
of the net proceeds from the initial public equity offering.
-7-
<PAGE>
Item 2.
- - - ------
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
This section should be read in conjunction with the
Consolidated Financial Statements of Bell & Howell Company and
Subsidiaries (collectively the "Company") and the notes thereto
included in the annual report for the year ended December 30,
1995.
Results of Operations
- - - ---------------------
First Half 1996 Compared to First Half 1995
- - - -------------------------------------------
The Company's net sales increased $37.9 million, or 10%, to
$415.1 million in the first half of 1996.
Information Access net sales increased $9.3 million, or 4%,
to $218.6 million in the first half of 1996. Within the
Information Access businesses, the Company focuses on providing
its customers solutions to their information access needs. UMI
focuses on the education and library market as well as the
business desktop user market. PSC focuses on the transportation
vehicle market. Information Management's primary focus is on the
financial services market, while additionally supplying
technologically advanced digital paper scanners to other markets.
UMI's net sales increased $4.2 million, or 6%, to $81.0 million
due to a growing electronic subscription base, which continued to
reflect high renewal rates on existing products and new product
placements. Sales of electronic content increased 18% over the
prior year as customers increasingly demand electronic
information solutions. The increase in electronic content sales
in the first half of 1996 was tempered by a "strategic pause" in
the market as customers are evaluating alternative information
distribution modes. Net sales of microfilm and paper products
increased slightly over the prior year as increased pricing more
than offset lower unit volumes, as certain customers migrated to
-8-
<PAGE>
these electronic product offerings. PSC's net sales increased
$6.6 million, or 16%, to $47.8 million due to strong replacement
and add-on/upgrade sales related to previously placed electronic
parts catalogs to automotive dealerships, and increased sales of
dealer management systems and electronic parts catalogs to
powersports dealerships. Information Management net sales
decreased $1.5 million, or 2%, to $89.8 million as increased
worldwide sales of digital paper scanners were more than offset
by lower microfilm product sales which were impacted by a sales
force reduction (reflecting a shift to directly serving only the
financial services market in the U.S.).
Mail-Processing Systems net sales increased $28.6 million,
or 17%, to $196.5 million in the first half of 1996. Sales of
commercial mail processing systems increased $22.8 million or
16%, to $165.3 million reflecting strong market demand for
inserting and sorting systems both domestically and abroad, and
increased service revenue (due to both an expanding customer base
serviced and improved pricing). Sales of commercial sorting
equipment (which represent 12% of new equipment sales) increased
$3.7 million, or 48%, to $11.3 million in the first half of 1996
as the recently approved U.S. Postal Service guidelines governing
the operating requirements to qualify for incentives to bar code
and presort mail (which became effective July 1, 1996) have
created a more favorable environment for customers to invest in
advanced sorting automation technology. Sales of customized mail
automation equipment/services to governmental postal authorities
increased $5.8 million, or 23%, to $31.2 million primarily as a
result of a production contract for the German Postal service.
The Company's cost of sales increased $27.9 million, or 12%,
to $269.4 million in the first half of 1996. The gross profit
(net sales less cost of sales) percentage of 35.1% in the first
half of 1996 decreased .9% percentage points from the prior year
resulting from a shift in sales mix (as the growth rate in lower
gross margin percentage Mail Processing Systems revenues exceeded
the growth rate in higher gross margin percentage Information
Access revenues), which more than offsets the impact of improved
manufacturing productivity and increased pricing.
Research and development expense increased $1.8 million, or
12%, to $16.5 million in the first half of 1996 as the Company
continued to increase its investment in new product offerings.
-9-
<PAGE>
Such increase primarily related to increased investment to
develop higher technology mail processing systems/software and to
develop enhanced versions of digital paper scanners. The Company
has continually positioned itself to take advantage of new
product/technology opportunities (with an increased emphasis on
software solutions and electronic products) in each of its
businesses.
Selling and administrative expense increased $4.3 million,
or 5%, to $97.5 million in the first half of 1996 reflecting the
Company's increased investment in sales and marketing resources
as well as increased distribution costs associated with the
higher sales volumes. The ratio of selling and administrative
expense to net sales of 23.5% in the first half of 1996 improved
by 1.2 percentage points versus the prior year as a result of
expense leveraging initiatives.
EBITDA (defined as operating income plus depreciation and
amortization) increased $5.6 million, or 12%, to $53.3 million
in the first half of 1996 resulting from the higher sales level
and leveraged operating costs and expenses. Operating income
increased $3.9 million, or 14%, to $31.7 million in the first
half of 1996.
Information Access EBITDA increased $2.4 million, or 6%,
to $42.6 million in the first half of 1996. This increase
resulted from the higher sales volumes, an improved gross
profit percentage reflecting a sales mix emphasizing the
Company's more profitable products (i.e., a greater proportion of
revenues related to software and publishing and a lower
proportion of revenues related to the sale of hardware), and the
profitability improvement resulting from the domestic refocusing
of the Information Management sales force on the financial
services market. Information Access operating income increased
$1.3 million, or 5%, to $25.1 million in the first half of 1996.
Mail-Processing Systems EBITDA increased $4.0 million, or
31%, to $17.2 million in the first half of 1996. The increase
resulted from the increased sales volume and leveraged operating
costs and expenses, which included the increased investment in
research and development for higher technology mail processing
systems/software. Mail-Processing Systems operating income
increased $3.4 million, or 35%, to $13.4 million in the first
half of 1996.
-10-
<PAGE>
Corporate expenses (excluding depreciation and amortization)
increased $0.8 million, or 14%, to $6.5 million in the first half
of 1996, reflecting inflationary cost increases and costs
associated with both increased corporate senior management and
becoming a publicly traded Company.
Net interest expense decreased $3.9 million, or 15%, to
$22.7 million in the first half of 1996, primarily reflecting the
reduction in interest costs resulting from the initial public
equity offering (the net proceeds of which were used to retire
$50.0 million of the 10 3/4% Senior Subordinated Notes and to
prepay $17.6 million of term loans under the Credit Agreement).
Net interest expense was further reduced by the repurchase in the
second quarter of 1996 of $17.9 million of the 10 3/4% Senior
Subordinated Notes and $34.2 million (accreted value) of the
11 1/2% Senior Discount Debentures, which were redeemed with
proceeds from the amended Credit Agreement. Net interest income
of Bell & Howell Acceptance Corporation, the Company's financing
subsidiary, increased $1.0 million to $3.4 million in the first
half of 1996 due to growth in the lease receivables portfolio.
Income tax expense increased in the first half of 1996 as a
result of a higher level of pretax profit in the current year.
The extraordinary losses of $2.6 million ($4.0 million
pretax) in the second quarter of 1996 were comprised of the debt
repurchase premium and write-off of unamortized debt issuance
costs associated with the aforementioned repurchase and
retirement of the 10 3/4% Senior Subordinated Notes and the
11 1/2% Senior Discount Debentures. The extraordinary losses of
$3.2 million ($5.0 million pretax) in the second quarter of 1995
were comprised of the debt repurchase premium and write-off of
unamortized debt issuance costs associated with the retirement of
$50.0 million of the 10 3/4% Senior Subordinated Notes and the
write-off of unamortized debt issuance costs associated with the
prepayment of $17.6 million of term loans under the Credit
Agreement, both of which reflect the application of the net
proceeds from the initial public equity offering.
-11-
<PAGE>
Cash provided by operations was $.6 million in the first
half of 1996 versus cash used by operations of $9.1 million in
the first half of 1995. The improved cash flow in the first half
of 1996 primarily results from the $5.6 million increase in
EBITDA. The Company operates with a negative/minimal working
capital level principally as a result of substantial customer
prepayments for both annual service contracts in each of the
business segments and subscriptions in the Information Access
business segment.
As a result of continued capital expenditures, acquisitions
(primarily the acquisition of Protocorp International, Inc.), the
seasonal nature of the Company's cash collections and
disbursements and continued interest accretion on the 11 1/2%
Senior Discount Debentures, debt (net of cash and cash
equivalents) increased by $52.1 million to $539.7 million in the
first half of 1996.
-12-
<PAGE>
Part II. Other Information
- - - ---------------------------
Item 1. Legal Proceedings.
- - - ------ -----------------
The Company is involved in various legal proceedings
incidental to its business. Management believes that the outcome
of such proceedings will not have a material adverse effect upon
the consolidated operations or financial condition of the
Company.
Item 6. Exhibits and Reports on Form 8-K.
- - - ------ --------------------------------
(a) Exhibits:
Index Number Description
------------ ----------------------------
(11.1) Computation of Earnings (Loss)
Per Common Share
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the thirteen weeks
ended June 29, 1996.
-13-
<PAGE>
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.
Date: August 5, 1996 BELL & HOWELL COMPANY
William J. White
William J. White
Chairman of the Board, Chief
Executive Officer and Director
Nils A. Johansson
Nils A. Johansson
Executive Vice President,
Chief Financial Officer
and Director
-14-
Exhibit 11.1
Bell & Howell Company and Subsidiaries
Computation of Earnings (Loss) per Common Share
(Dollars and shares in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Twenty-six Weeks
Ended Ended
------------------ -----------------
July 1, June 29, July 1, June 29,
1995 1996 1995 1996
------- ------- ------ ------
<S> <C> <C> <C> <C>
Net earnings (loss):
Earnings before extraordinary items $ 998 $ 3,344 $ 515 $ 5,197
Extraordinary losses (3,219) (2,585) (3,219) (2,585)
------ ------ ------ ------
Net earnings (loss) $(2,221) $ 759 $(2,704) $ 2,612
====== ====== ====== ======
Average number of common shares and
equivalents outstanding:
Primary 16,351 18,636 14,840 18,601
Fully diluted 16,351 18,636 14,840 18,626
Net earnings (loss) per common share:
Primary:
Earnings (loss) before extraordinary
items $ 0.06 $ 0.18 $ 0.04 $ 0.28
Extraordinary losses (0.20) (0.14) (0.22) (0.14)
------ ------ ------ ------
Net earnings (loss) per common share $ (0.14) $ 0.04 $ (0.18) $ 0.14
====== ====== ====== ======
Fully diluted:
Earnings (loss) before extraordinary
items $ 0.06 $ 0.18 $ 0.04 $ 0.28
Extraordinary losses (0.20) (0.14) (0.22) (0.14)
------ ------ ------ ------
Net earnings (loss) per common share $ (0.14) $ 0.04 $ (0.18) $ 0.14
====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> JUN-29-1996
<CASH> 10,140
<SECURITIES> 0
<RECEIVABLES> 155,218
<ALLOWANCES> 5,096
<INVENTORY> 138,373
<CURRENT-ASSETS> 311,309
<PP&E> 330,816
<DEPRECIATION> (184,159)
<TOTAL-ASSETS> 698,435
<CURRENT-LIABILITIES> 301,682
<BONDS> 536,940
0
0
<COMMON> 18
<OTHER-SE> (188,020)
<TOTAL-LIABILITY-AND-EQUITY> 698,435
<SALES> 415,065
<TOTAL-REVENUES> 415,065
<CGS> 269,412
<TOTAL-COSTS> 269,412
<OTHER-EXPENSES> 16,454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,742
<INCOME-PRETAX> 8,928
<INCOME-TAX> 3,731
<INCOME-CONTINUING> 5,197
<DISCONTINUED> 0
<EXTRAORDINARY> (2,585)
<CHANGES> 0
<NET-INCOME> 2,612
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
