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 28, 1997 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, 1997 was 18,348,315.
<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
June 29, 1996 and June 28,1997................ 1
Consolidated Balance Sheets - Assets at
December 28, 1996 and June 28, 1997 .......... 2
Consolidated Balance Sheets - Liabilities
and Shareholders' Equity at December 28, 1996
and June 28, 1997 ............................ 3
Consolidated Statements of Cash Flows
for the Twenty-Six Weeks Ended
June 29, 1996 and June 28,1997................ 4
Notes to the Consolidated Financial
Statements ................................... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations .................................... 7
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
--------------------- ---------------------
June 29, June 28, June 29, June 28,
1996 1997 1996 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 213,973 $ 218,150 $ 415,065 $418,168
Operating costs and expenses:
Cost of sales 139,519 135,561 269,412 264,720
Research and development 8,523 10,206 16,454 19,822
Selling and administrative 48,426 52,429 97,529 98,509
-------- -------- -------- -------
Total operating costs and expenses 196,468 198,196 383,395 383,051
Operating income 17,505 19,954 31,670 35,117
Net interest expense:
Interest (income) (3,994) (5,345) (8,266) (10,357)
Interest expense 15,794 17,418 31,008 34,089
-------- -------- -------- --------
Net interest expense 11,800 12,073 22,742 23,732
Earnings before income taxes
and extraordinary items 5,705 7,881 8,928 11,385
Income tax expense 2,361 3,271 3,731 4,725
-------- -------- -------- --------
Earnings before extraordinary items 3,344 4,610 5,197 6,660
Extraordinary losses (2,585) (67) (2,585) (972)
-------- -------- -------- --------
Net earnings $ 759 4,543 $ 2,612 $ 5,688
======== ======== ======== ========
Net earnings per common share:
Primary:
Earnings before extraordinary items $ 0.18 $ 0.25 $ 0.28 $ 0.36
Extraordinary losses (0.14) -- (0.14) (0.05)
-------- -------- -------- --------
Net earnings per common share $ 0.04 $ 0.25 $ 0.14 $ 0.31
======== ======== ======== ========
Fully Diluted:
Earnings before extraordinary items $ 0.18 $ 0.25 $ 0.28 $ 0.36
Extraordinary losses (0.14) -- (0.14) (0.05)
------- -------- -------- --------
Net earnings per common share $ 0.04 $ 0.25 $ 0.14 $ 0.31
======== ======== ======== ========
Average number of common shares and
equivalents outstanding:
Primary 18,636 18,473 18,601 18,430
Fully Diluted 18,636 18,558 18,626 18,525
The accompanying Notes to the Consolidated Financial statements
are an integral part of these statements.
</TABLE>
-1-
<PAGE>
<TABLE>
Bell & Howell Company and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
Assets
<CAPTION>
December 28, June 28,
1996 1997
------------ ------------
(Audited) (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 15,500 $ 14,183
Accounts receivable, less allowance for
doubtful accounts of $5,294 and $5,391,
respectively 186,862 164,158
Inventory 139,831 155,256
Other current assets 11,826 13,363
-------- --------
Total current assets 354,019 346,960
Property, plant and equipment, at cost 363,015 379,755
Accumulated depreciation (207,287) (229,193)
-------- --------
Net property, plant and equipment 155,728 150,562
Long-term receivables 54,707 52,083
Goodwill, net of accumulated amortization 189,868 190,835
Other assets 42,464 41,680
-------- --------
Total assets $ 796,786 $ 782,120
======== ========
The accompanying Notes to the Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
-2-
<PAGE>
<TABLE>
Bell & Howell Company and Subsidiaries
Consolidated Balance Sheets
(Dollars and shares in thousands)
Liabilities and Shareholders' Equity
<CAPTION>
December 28, June 28,
1996 1997
------------ -------------
(Audited) (Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable $ 8,397 $ 5,821
Current maturities of long-term debt 1,667 1,089
Accounts payable 93,135 61,593
Accrued expenses 78,308 62,374
Deferred income 171,698 146,148
Accrued income taxes 1,143 --
-------- --------
Total current liabilities 354,348 277,025
Long-term liabilities:
Long-term debt 548,281 605,185
Other liabilities 61,049 62,295
-------- --------
Total long-term liabilities 609,330 667,480
Shareholders' equity:
Common Stock, $.001 par value, 18,359 shares
issued and 18,309 shares outstanding at
December 28, 1996, and 18,385 shares issued
and 18,346 shares outstanding at
June 28, 1997 18 18
Capital surplus 1,402 1,713
Notes receivable from executives (1,444) (1,359)
Retained earnings (deficit) (165,851) (160,163)
Cumulative foreign exchange translation adjustments 616 (1,347)
Treasury stock (1,633) (1,247)
-------- --------
Total shareholders' equity (deficit) (166,892) (162,385)
Commitments and contingencies -- --
-------- --------
Total liabilities and shareholders' equity $ 796,786 $ 782,120
======== ========
The accompanying Notes to the Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
-3-
<PAGE>
<TABLE>
Bell & Howell Company and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<CAPTION>
Twenty-Six Weeks
Ended
-----------------------------
June 29, June 28,
1996 1997
-------- --------
<S> <C> <C>
Operating Activities:
Net earnings $ 2,612 $ 5,688
Depreciation and amortization 23,791 28,889
Debt accretion 12,252 11,434
Changes in operating assets and liabilities:
Accounts receivable 29,994 23,954
Inventory (33,293) (7,878)
Other current assets (1,052) (1,119)
Long-term receivables 8,457 2,624
Income taxes (5,239) 847
Accounts payable (4,625) (33,027)
Accrued expenses (5,193) (16,730)
Deferred income and other long-term liabilities (26,361) (30,864)
Other, net (700) (5,280)
------- -------
Net cash provided (used) by operating activities 643 (21,462)
Investing activities:
Expenditures for property, plant and equipment (20,384) (17,184)
Acquisitions (19,718) (5,753)
------- -------
Net cash used by investing activities (40,102) (22,937)
Financing activities:
Proceeds from short-term debt 9,224 3,831
Repayment of short-term debt (12,235) (6,407)
Proceeds from long-term debt 192,050 70,903
Repayment of long-term debt (146,602) (25,679)
Proceeds from Common Stock, net 25 806
------- -------
Net cash provided by financing activities 42,462 43,454
Effect of exchange rate changes on cash (125) (372)
------- -------
Increase (decrease) in cash and cash equivalents 2,878 (1,317)
Cash and cash equivalents, beginning of period 7,262 15,500
------- -------
Cash and cash equivalents, end of period $ 10,140 $ 14,183
======= =======
The accompanying Notes to the Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
-4-
<PAGE>
Bell & Howell Company and Subsidiaries
Notes to the Consolidated Financial Statements
(Dollars in thousands)
Note 1 - Basis of Presentation
Bell & Howell Company is a holding company, the primary
assets of which are all of the issued and outstanding shares of
capital stock of Bell & Howell Operating 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 28, 1996.
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 28, 1996.
-5-
<PAGE>
Note 2 - Significant Accounting Policies
Net Earnings per Common Share. Net earnings per common
share are determined by dividing net earnings 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 $4,489 at December 28, 1996, and June 28, 1997.
Note 3 - Extraordinary Losses
The extraordinary losses of $972 ($1,519 pretax) in first half
1997 were comprised of the debt repurchase premium and write-off of
unamortized debt issuance costs associated with the repurchase of
$15,598 (accreted value) of the 11 1/2% Senior Discount Debentures
and $2,100 of the 10 3/4% Senior Subordinated Notes, which were
redeemed with proceeds from the Bank Credit Agreement.
The extraordinary losses of $2,585 ($4,039 pretax) in first half
1996 were comprised of the debt repurchase premium and write-off of
unamortized debt issuance costs associated with the repurchase of
$34,158 (accreted value) of the 11 1/2% Senior Discount Debentures
and $17,920 of the 10 3/4% Senior Subordinated Notes, which were
redeemed with proceeds from the Bank Credit Agreement.
-6-
<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 28, 1996.
Results of Operations
- ---------------------
First Half 1997 Compared to First Half 1996
- --------------------------------------------------
The Company's net sales increased $3.1 million, or 1%, to
$418.2 million in first half 1997. The increase resulted from
continued strong sales growth within Information Access
(particularly for the transportation & vehicle and education &
library markets), as well as the commercial portion of Mail
Processing. This was partially offset by lower revenues in the
postal contracting portion of the Mail Processing business due to
shipments of significant one-time contracts to postal authorities
in 1996.
Information Access net sales increased $8.3 million, or
4%, to $226.8 million in first half 1997. Within the Information
Access businesses, the Company provides access to information in
select vertical markets including the transportation & vehicle
and education & library markets, and also provides imaging
solutions and components to financial institutions, governmental
agencies and other paper intensive industries. Net sales to the
transportation & vehicle market increased $5.7 million, or 12%,
to $53.5 million due to increased sales of electronic parts
catalogs and ancillary products to automotive dealerships, and
continued strong sales of dealer management systems and
electronic parts catalogs to powersports dealerships. In
addition to increased new systems placements, the Company
continued to experience strong sales of additional product
applications and high contract renewal rates related to
previously placed systems in automotive dealerships. Net sales
to the education & library market increased $8.6 million, or 11%,
to $89.6 million due to a growing electronic subscription base,
which continued to reflect high renewal rates on existing
-7-
<PAGE>
products, new product placements, and the acquisition of
DataTimes Corporation (in September 1996) which added
complementary information content, technology and distribution to
the Company's electronic product offerings. Sales of electronic
content increased 36% over the prior year as customers
increasingly demand electronic information solutions and its
newer form of on-line delivery. Net sales of microfilm and paper
products to the education & library market declined slightly
versus the prior year as increased pricing was offset by lower
unit volumes. Net sales in the Imaging Solutions and Components
business decreased $6.0 million, or 7%, to $83.7 million as
increased sales of production scanners and imaging software
systems were more than offset by the impact of divesting certain
low margin product lines sold in Canada and France. Excluding
the impact of the divested product lines, Imaging Solutions and
Components' net sales in first half 1997 would have increased by
3% over the prior year.
Mail Processing net sales decreased $5.2 million, or 3%, to
$191.4 million in first half 1997. Although order intake for
commercial mail processing systems (which represents 94% of the
sales in this segment) increased 18% in first half of 1997
reflecting strong market demand, sales increased 8% over the
prior year resulting in a higher level of backlog. Sales of
commercial sorting equipment (which represents 15% of commercial
equipment sales) increased $5.8 million, or 62%, to $15.1 million
as the U.S. Postal Service guidelines governing the operating
requirements to qualify for certain financial incentives to
properly address, bar code and presort mail have created a more
favorable environment for customers to invest in advanced sorting
technology. Service revenues (which are primarily annuity based
and represent 43% of commercial Mail Processing sales) continue
to increase, due to both an expanded customer base and increased
pricing. Sales of customized mail automation equipment and
contractual engineering services to governmental postal
authorities decreased $19.0 million to $12.2 million in first
half of 1997, primarily as a result of shipments of significant
one-time contracts to the U.S. Postal Service in first half 1996.
-8-
<PAGE>
The Company's cost of sales decreased $4.7 million, or 2%,
to $264.7 million in first half 1997, with the gross profit (net
sales less cost of sales) percentage increasing by 1.6 percentage
points to 36.7% in first half 1997 as compared to first half
1996. The higher gross profit percentage in 1997 resulted from a
shift in sales mix (as the growth rate in higher gross profit
percentage Information Access revenues exceeded the growth rate
in lower gross profit percentage Mail Processing revenues), and
additionally reflects both improved manufacturing productivity
and increased pricing.
Research and development expense increased $3.4 million, or
21%, to $19.8 million in first half of 1997 as compared to first
half 1996 as the Company continued to increase its investment in
new product offerings. Such increase primarily related to
increased development costs for DataTimes, to develop a new
technology platform for the powersports market and to develop
enhanced versions of production 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 ("S&A") expense increased $1.0
million, or 1%, to $98.5 million in first half 1997 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 23.6% in first half 1997
increased by 0.1 percentage points versus the prior year as
various expense leveraging initiatives were offset by the result
of the aforementioned shift in sales mix (as the growth rate in
higher S&A expense percentage Information Access revenues
exceeded the growth rate in lower S&A expense percentage Mail
Processing revenues).
EBITDA (defined as operating income plus depreciation and
amortization) increased $9.3 million, or 18%, to $62.6 million
in first half 1997 resulting from the slightly higher sales level
and leveraged operating costs and expenses. Operating income
increased $3.4 million, or 11%, to $35.1 million in first half
1997.
-9-
<PAGE>
Information Access EBITDA increased $4.9 million, or 12%,
to $47.5 million in first half 1997. 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) which more than offset the
dilutive impact of the acquisition of DataTimes, and increased
research and development costs associated with new product
offerings. Information Access operating income decreased $0.5
million, or 2%, to $24.6 million in first half 1997 as the EBITDA
increase was offset by both higher depreciation cost on the
Company's product capital investment and goodwill amortization
related to the DataTimes acquisition.
Mail Processing EBITDA increased $4.4 million, or 26%, to
$21.6 million in first half 1997 as a result of the higher sales
of commercial mail processing systems and leveraged operating
costs and expenses. Mail Processing operating income increased
$3.9 million, or 29%, to $17.3 million in first half 1997.
Corporate expenses (excluding depreciation and amortization)
were constant at $6.5 million in first half 1997 as productivity
improvements offset inflationary cost increases.
Net interest expense increased $1.0 million, or 4%, to $23.7
million in first half 1997, primarily reflecting the increased
debt resulting from the DataTimes acquisition, which was
partially offset by the impact of the repurchase in 1996 and 1997
of portions of the 11 1/2% Senior Discount Debentures and the
10 3/4% Senior Subordinated Notes, which were redeemed with
proceeds from the Bank Credit Agreement. Net interest income of
Bell & Howell Financial Services Company, the Company's financing
subsidiary, increased $0.5 million to $3.9 million in first half
1997, primarily due to continued growth in the lease receivables
portfolio.
Income tax expense increased in first half 1997 as a result
of a higher level of pretax profit in the current year.
-10-
<PAGE>
The extraordinary losses of $1.0 million ($1.5 million
pretax) in first half 1997 were comprised of the debt repurchase
premium and write-off of unamortized debt issuance costs
associated with the repurchase of $15.6 million (accreted value)
of the 11 1/2% Senior Discount Debentures and $2.1 million of the
10 3/4% Senior Subordinated Notes with proceeds from the Bank
Credit Agreement. The extraordinary losses of $2.6 million ($4.0
million pretax) in first half 1996 were comprised of the debt
repurchase premium and write-off of unamortized debt issuance
costs associated with the repurchase of $34.2 million (accreted
value) of the 11 1/2% Senior Discount Debentures and $17.9
million of the 10 3/4% Senior Subordinated Notes with proceeds
from the Bank Credit Agreement.
Cash used by operations was $21.5 million in first half 1997
versus cash provided by operations of $0.6 million in first half
1996. Although EBITDA increased by $9.3 million in first half
1997, the Company's working capital investment increased in the
current year related to higher inventory levels to support sales
growth and the timing of vendor disbursements. The Company
operates with a reduced net working capital level principally as
a result of substantial customer prepayments for annual service
contracts in each of its business segments and prepaid
subscriptions in the Information Access business segment.
Debt (net of cash and cash equivalents) increased by $55.1
million to $597.9 million in first half 1997, as a result of the
cash used by operations (which reflects the seasonal nature of
the Company's cash collections and disbursements), capital
expenditures/acquisitions and continued interest accretion on the
11 1/2% Senior Discount Debentures.
Recently Issued Financial Accounting Standards
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings per Share." The standard establishes new methods for
computing and presenting earnings per share ("EPS") and replaces
the presentation of primary and fully-diluted EPS with basic and
diluted EPS. The Company is required to adopt the new standard
for periods ending after December 15, 1997. The new methods
under this standard do not have a material impact on the
Company's current earnings per share amounts.
-11-
<PAGE>
In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income." The Company is required to
adopt the new standard for periods ending after fiscal 1997.
This statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general
purpose financial statements. The standard requires all items
that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed in equal prominence with the other
financial statements. The standard is not expected to have a
material impact on the Company's current presentation of income.
In June 1997, the Financial Accounting Standards Board also
issued Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." The Company is required to adopt this new standard
for periods ending after fiscal 1997. This statement establishes
standards for the way companies are to report information about
operating segments. It also establishes standards for related
disclosures about products and services, geographic areas, and
major customers. The Company is currently evaluating the impact
of this standard on its financial statements.
-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
Per Common Share
(27.1) Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the thirteen weeks
ended June 28, 1997.
-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 7, 1997 BELL & HOWELL COMPANY
/s/ James P. Roemer
--------------------------
James P. Roemer
President, Chief Executive
Officer and Director
/s/Nils A. Johansson
--------------------------
Nils A. Johansson
Executive Vice President,
Chief Financial Officer
and Director
-14-
<PAGE>
<TABLE>
Exhibit 11.1
Bell & Howell Company and Subsidiaries
Computation of Earnings per Common Share
(Dollars and shares in thousands, except per share data)
(Unaudited)
<CAPTION>
Thirteen Weeks Twenty-six Weeks
Ended Ended
------------------ -----------------
June 29, June 28, June 29, June 28,
1996 1997 1996 1997
------- ------- ------ ------
<S> <C> <C> <C> <C>
Net earnings:
Earnings before extraordinary items $ 3,344 $ 4,610 $ 5,197 $ 6,660
Extraordinary losses (2,585) (67) (2,585) (972)
------ ------ ------ ------
Net earnings $ 759 4,543 $ 2,612 $ 5,688
====== ====== ====== ======
Average number of common shares and
equivalents outstanding:
Primary 18,636 18,473 18,601 18,430
Fully diluted 18,636 18,558 18,626 18,525
Net earnings per common share:
Primary:
Earnings before extraordinary
items $ 0.18 $ 0.25 $ 0.28 $ 0.36
Extraordinary losses (0.14) -- (0.14) (0.05)
------ ------ ------ ------
Net earnings per common share $ 0.04 $ 0.25 $ 0.14 $ 0.31
====== ====== ====== ======
Fully diluted:
Earnings before extraordinary
items $ 0.18 $ 0.25 $ 0.28 $ 0.36
Extraordinary losses (0.14) -- (0.14) (0.05)
------ ------ ------ ------
Net earnings per common share $ 0.04 $ 0.25 $ 0.14 $ 0.31
====== ====== ====== ======
</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> JAN-03-1998
<PERIOD-END> JUN-28-1997
<CASH> 14183
<SECURITIES> 0
<RECEIVABLES> 169549
<ALLOWANCES> (5391)
<INVENTORY> 155256
<CURRENT-ASSETS> 346960
<PP&E> 379755
<DEPRECIATION> (229193)
<TOTAL-ASSETS> 782120
<CURRENT-LIABILITIES> 277025
<BONDS> 605185
0
0
<COMMON> 18
<OTHER-SE> (162403)
<TOTAL-LIABILITY-AND-EQUITY> 782120
<SALES> 418168
<TOTAL-REVENUES> 418168
<CGS> 264720
<TOTAL-COSTS> 383051
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23732
<INCOME-PRETAX> 11385
<INCOME-TAX> 4725
<INCOME-CONTINUING> 6660
<DISCONTINUED> 0
<EXTRAORDINARY> (972)
<CHANGES> 0
<NET-INCOME> 5688
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
