SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1995 COMMISSION FILE NUMBER 33-63044
VALCOR, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 74-2678674
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5430 LBJ FREEWAY, SUITE 1700, DALLAS, TEXAS 75240-2697
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 233-1700
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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES X NO
THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF VALHI, INC. (FILE NO. 1-5467) AND
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(A) AND (B) OF FORM
10-Q FOR REDUCED DISCLOSURE FORMAT.
VALCOR, INC.
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - December 31, 1994
and June 30, 1995 3-4
Consolidated Statements of Income - Three months
and six months and ended June 30, 1994 and 1995 5
Consolidated Statements of Cash Flows - Six months
ended June 30, 1994 and 1995 6
Consolidated Statement of Stockholder's Equity -
Six months ended June 30, 1995 7
Notes to Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 12-15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 16
Item 6. Exhibits and Reports on Form 8-K. 16
VALCOR, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS December 31, June 30,
1994 1995
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 23,256 $ 22,812
Accounts and notes receivable 26,888 28,681
Receivable from affiliates 4,285 3,713
Inventories 31,016 34,920
Prepaid expenses 3,553 3,117
Deferred income taxes 1,595 3,154
Total current assets 90,593 96,397
Other assets:
Timber and timberlands 53,114 53,523
Intangible assets 19,202 18,640
Other 11,947 12,152
Total other assets 84,263 84,315
Property and equipment:
Land 19,186 21,352
Buildings 44,345 47,286
Equipment 177,790 177,925
Construction in progress 2,001 3,275
243,322 249,838
Less accumulated depreciation 97,483 104,958
Net property and equipment 145,839 144,880
$320,695 $325,592
</TABLE>
VALCOR, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY December 31, June 30,
1994 1995
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 12,738 $ 21,213
Accounts payable 16,207 17,303
Accrued liabilities 24,430 24,649
Payable to affiliates 69 36
Income taxes 1,318 989
Total current liabilities 54,762 64,190
Noncurrent liabilities:
Long-term debt 201,796 189,037
Deferred income taxes 25,938 26,180
Other 3,349 3,897
Total noncurrent liabilities 231,083 219,114
Stockholder's equity:
Common stock 1 1
Additional paid-in capital 520 520
Retained earnings 34,623 41,870
Currency translation adjustment (294) (103)
Total stockholder's equity 34,850 42,288
$320,695 $325,592
</TABLE>
[FN]
Commitments and contingencies (Note 8)
VALCOR, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1994 1995 1994 1995
<S> <C> <C> <C> <C>
Revenues and other income:
Net sales $98,454 $97,434 $183,200 $202,980
Other, net 698 793 1,341 1,713
99,152 98,227 184,541 204,693
Costs and expenses:
Cost of sales 74,690 76,215 142,291 159,037
Selling, general and administrative 5,553 6,531 11,513 14,174
Interest 4,357 4,908 8,645 9,881
84,600 87,654 162,449 183,092
Income before income taxes 14,552 10,573 22,092 21,601
Provision for income taxes 5,483 3,843 8,772 8,118
Net income $ 9,069 $ 6,730 $ 13,320 $13,483
</TABLE>
VALCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1994 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
1994 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,320 $ 13,483
Depreciation, depletion and amortization 8,294 9,978
Deferred income taxes 871 (1,576)
Other, net 198 564
22,683 22,449
Change in assets and liabilities:
Accounts and notes receivable (5,917) (1,922)
Inventories 1,909 (3,904)
Accounts payable and accrued liabilities 5,349 3,228
Accounts with affiliates 631 539
Other, net (1,755) (194)
Net cash provided by operating activities 22,900 20,196
Cash flows from investing activities:
Capital expenditures (25,901) (13,249)
Other, net (141) 23
Net cash used by investing activities (26,042) (13,226)
Cash flows from financing activities:
Indebtedness:
Borrowings 45,518 21,636
Principal payments (35,272) (25,920)
Dividends (1,547) (6,236)
Foreign government grants - 2,916
Net cash provided (used) by financing activities 8,699 (7,604)
Net increase (decrease) 5,557 (634)
Currency translation (294) 190
Cash and cash equivalents at beginning of period 10,363 23,256
Cash and cash equivalents at end of period $ 15,626 $ 22,812
Supplemental disclosures - cash paid for:
Interest, net of amount capitalized $ 7,901 $ 8,739
Income taxes 7,693 9,524
</TABLE>
VALCOR, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
SIX MONTHS ENDED JUNE 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL CURRENCY TOTAL
COMMON PAID-IN RETAINED TRANSLATION STOCKHOLDER'S
STOCK CAPITAL EARNINGS ADJUSTMENT EQUITY
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $1 $520 $34,623 $(294) $34,850
Net income - - 13,483 - 13,483
Dividends - - (6,236) - (6,236)
Other - - - 191 191
Balance at June 30, 1995 $1 $520 $41,870 $(103) $42,288
</TABLE>
VALCOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION:
The consolidated balance sheet at December 31, 1994 has been condensed from
the Company's audited consolidated financial statements at that date. The
consolidated balance sheet at June 30, 1995 and the consolidated statements of
income, cash flows and stockholder's equity for the interim periods ended
June 30, 1994 and 1995 have been prepared by the Company, without audit. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the consolidated financial position,
results of operations and cash flows have been made. The results of operations
for the interim periods are not necessarily indicative of the operating results
for a full year or of future operations.
Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted. The accompanying consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (the "1994 Annual Report"). Commitments and contingencies are
discussed in Note 8, "Management's Discussion and Analysis of Financial
Condition and Results of Operations", "Legal Proceedings" and the 1994 Annual
Report.
NOTE 2 - BUSINESS SEGMENT INFORMATION:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1994 1995 1994 1995
(In millions)
<S> <C> <C> <C> <C>
Net sales:
Building products - Medite
Corporation $53.4 $49.4 $ 93.4 $108.0
Hardware products - National
Cabinet Lock, Inc. 17.5 19.3 35.5 39.4
Fast food - Sybra, Inc. 27.6 28.8 54.3 55.6
$98.5 $97.5 $183.2 $203.0
Operating income:
Building products $11.6 $ 8.3 $ 16.7 $ 18.6
Hardware products 5.0 5.1 10.1 10.6
Fast food 2.3 1.8 3.9 2.9
Total operating income 18.9 15.2 30.7 32.1
Interest expense (4.3) (4.9) (8.6) (9.9)
Corporate, net - .3 - (.6)
Income before income taxes $14.6 $10.6 $ 22.1 $ 21.6
</TABLE>
NOTE 3 - INVENTORIES:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1994 1995
(IN THOUSANDS)
<S> <C> <C>
Raw materials:
Building products $13,050 $10,018
Hardware products 1,313 1,351
Fast food 1,426 1,240
15,789 12,609
In process products:
Building products 1,481 2,295
Hardware products 4,437 4,305
5,918 6,600
Finished products:
Building products 2,711 7,877
Hardware products 2,510 2,724
5,221 10,601
Supplies 4,088 5,110
$31,016 $34,920
</TABLE>
NOTE 4 - ACCRUED LIABILITIES:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1994 1995
(IN THOUSANDS)
<S> <C> <C>
Current accrued liabilities:
Employee benefits $ 9,978 $8,626
Interest 2,221 2,937
Insurance claims and expenses 3,412 2,820
Equipment purchases 2,157 220
Other 6,662 10,046
$24,430 $24,649
Other noncurrent liabilities:
Insurance claims and expenses $ 1,339 $ 1,341
Accrued OPEB cost 298 298
Other 1,712 2,258
$ 3,349 $ 3,897
</TABLE>
NOTE 5 - LONG-TERM DEBT:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1994 1995
(IN THOUSANDS)
<S> <C> <C>
Valcor - 95/8% Senior Notes Due 2003 $100,000 $100,000
Medite:
Bank term loans 89,411 78,411
Bank working capital facilities 8,802 6,824
Other 4,360 4,256
102,573 89,491
Other:
Sybra bank credit agreements 5,500 14,728
Sybra capital leases 6,321 5,912
National Cabinet Lock capital leases 140 119
11,961 20,759
214,534 210,250
Less current maturities 12,738 21,213
$201,796 $189,037
</TABLE>
NOTE 6 - INTANGIBLE AND OTHER NONCURRENT ASSETS:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1994 1995
(IN THOUSANDS)
<S> <C> <C>
Intangible assets:
Goodwill $ 5,328 $ 5,244
Franchise fees 6,299 6,104
Other 7,575 7,292
$19,202 $18,640
Other assets:
Deferred financing costs $ 3,537 $ 3,245
Prepaid pension cost 4,363 4,514
Other 4,047 4,393
$11,947 $12,152
</TABLE>
NOTE 7 - PROVISION FOR INCOME TAXES:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1994 1995
(IN MILLIONS)
<S> <C> <C>
Expected tax expense $7.7 $ 7.6
Non-U.S. tax rates (.8) (2.5)
Incremental tax on non-U.S. earnings 1.4 2.8
State income taxes and other, net .5 .2
$8.8 $ 8.1
</TABLE>
NOTE 8 - COMMITMENTS AND CONTINGENCIES:
At June 30, 1995, the estimated cost to complete capital projects in
process approximated $4 million, most of which relates to new Sybra stores.
Medite has entered into interest rate swaps to mitigate the impact of
changes in interest rates for $26 million of its U.S. bank term loan due in
1998-2000 that results in a weighted average interest rate of 7.6% for such
borrowings. At June 30, 1995, the fair value of the interest rate swaps, based
upon quotes obtained from the counter party financial institution, is a $.7
million receivable, representing the estimated amount Medite would receive if it
were to terminate the swap agreements at that date.
Medite has entered into the equivalent of approximately $6 million of
forward currency contracts to mitigate certain exchange rate fluctuation risk
for a portion of its future sales denominated in European Currency Units. These
contracts expire throughout 1995 and the counter parties are major international
financial institutions. At June 30, 1995, the aggregate fair value of these
contracts, based upon quotes obtained from the counter party institutions,
approximated the aggregate contract amount.
See Part II, Item 1 - "Legal Proceedings."
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS:
OVERVIEW
Net income of $13.5 million for the first six months of 1995 slightly
exceeded the $13.3 million reported for the first half of 1994. For the second
quarter of 1995, net income was $6.8 million compared to net income of $9.1
million in the 1994 second quarter. A softening of MDF markets contributed to
the decline in earnings compared to the first quarter of 1995 while a
significant reduction in log sales was a major factor contributing to the
decline in second quarter earnings compared to last year.
BUILDING PRODUCTS
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, % June 30, %
1994 1995 Change 1994 1995 Change
(In millions) (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Medium density fiberboard $32.3 $37.5 +16% $63.5 $ 83.0 +31%
Traditional timber products 21.3 12.2 -43% 30.5 25.8 -16%
Eliminations (.2) (.3) (.6) (.8)
$53.4 $49.4 - 7% $93.4 $108.0 +16%
Operating income:
Medium density fiberboard $ 7.3 $ 7.2 - 1% $13.0 $ 16.8 +30%
Traditional timber products 4.3 1.1 -75% 3.7 1.8 -53%
$11.6 $ 8.3 -28% $16.7 $ 18.6 +11%
Operating income margins:
Medium density fiberboard 23% 19% 20% 20%
Traditional timber products 20% 9% 12% 7%
Aggregate margin 22% 17% 18% 17%
</TABLE>
Average MDF selling prices (in billing currency terms) for the first half
of 1995 were 20% above year-ago levels. MDF volume increased 4% (specialty
products +2% and standard products +5%) in the first six months of 1995.
However, during the second quarter of 1995 the Company experienced softening in
customer orders and selling prices which resulted in increased MDF sales into
non-core, lower-margin markets and to price discounts in certain areas.
Consequently, compared to the first quarter of 1995, second quarter 1995
aggregate MDF sales volume was down 18% with the overall average selling price
essentially flat.
MDF margins declined in 1995 as a 21% increase in per-unit costs offset the
higher average selling prices. Increased wood costs continue to be influenced
in part by competing demand from paper and pulp producers. Standard resin
costs, while still high, are moderating and have recovered about one-half of
last year's increases. Fluctuations in the value of the U.S. dollar relative to
other currencies accounted for about five percentage points of the increase in
both average MDF selling prices and per-unit MDF costs.
Traditional timber products results declined as the significantly lower
sales volume of logs and lower lumber selling prices more than offset higher
veneer volume and prices. The decline in log sales is in part due to relative
timing of logging. In 1995, the majority of logging is scheduled for the last
half of the year whereas in 1994 about 60% of the year's log sales were in the
second quarter.
The Company believes general economic conditions and expectations in North
America and in key European markets contributed to the recent decline in MDF
customer orders. Further industry capacity additions are expected in Europe
during 1995 and Medite's MDF operating rates for the last half of 1995 may be
lower than in the comparable 1994 period.
HARDWARE PRODUCTS
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1994 1995 % Change 1994 1995 % Change
(In millions) (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net sales $17.5 $19.3 +10% $35.5 $39.4 +11%
Operating income 5.0 5.1 + 1% 10.1 10.6 + 5%
Operating income margin 29% 26% 28% 27%
</TABLE>
Volumes have continued to increase in the computer keyboard/workstation
products and drawer slides product lines. Lock sales declined slightly in the
second quarter as volume from a government agency contract completed in March
1995 has not as yet been fully replaced. Operating margins declined as higher
raw material costs (zinc, copper and steel) were only partially recovered by
responsive selling price increases. Fluctuations in the value of the U.S.
dollar relative to the Canadian dollar have continued to favorably impact
operating results. National Cabinet Lock continues to add new products to its
STOCK LOCKS product line as well as to its Waterloo Furniture Components
workstation and drawer slide lines.
FAST FOOD
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1994 1995 % Change 1994 1995 % Change
(In millions) (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net sales $27.6 $28.8 + 4% $54.3 $55.6 + 2%
Operating income 2.3 1.8 -19% 3.9 2.9 -25%
Operating income margin 8% 7% 7% 5%
</TABLE>
The higher sales level resulted from new restaurants as same store sales
declined 1.4% in the first six months of 1995. Despite stable to lower food
costs, competitive promotions and discounts along with higher labor costs
continued to hamper operating results. During the first six months of 1995,
Sybra opened five new stores and closed seven stores and at June 30, 1995
operated a total of 160 Arby's restaurants. Sybra expects to open three to five
new stores during the last half of 1995 and may close three or four more under
performing restaurants later in the year.
OTHER
Interest expense increased due to higher average borrowing levels
associated primarily with facilities expansion and higher average variable
borrowing rates. Approximately $159 million of the Company's indebtedness bears
interest at fixed rates averaging 9.1%. The average interest rate on the $52
million of variable rate borrowings outstanding at June 30, 1995 was 7.7% (7.8%
at December 31, 1994 and 5.4% at December 31, 1993).
Income tax rates vary by jurisdiction (country and/or state) and relative
changes in the geographic source of the Company's pre-tax earnings, and in the
related availability and usage of foreign tax credits, can result in
fluctuations in the effective income tax rate. See Note 7 to the Consolidated
Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES:
Cash flows from operating activities. Cash flow from operating activities
before changes in assets and liabilities in the first six months of 1995
approximated that of the same period in 1994. The relative changes in inventory
levels related in large part to finished MDF as production volume was
approximately 8% greater than MDF sales volume during the first half of 1995
whereas sales slightly exceeded production in the comparable 1994 period.
Cash flows from investing and financing activities. Lower capital spending
resulting from completion of the Irish MDF plant expansion was offset in part by
higher spending for new Sybra stores. Capital expenditures for all of 1995 are
estimated at approximately $32 million, down from $46 million in calendar 1994.
Net repayments of indebtedness in 1995 included use of free cash flow to
reduce revolving borrowings while net borrowings in the first half of 1994
included $8 million of project financing for Medite's Irish MDF plant expansion.
Unused credit available under existing credit facilities approximated $41
million at June 30, 1995.
Other. In addition to the 1994 completion of the second MDF production
line in Ireland, Medite intends to continue the upgrade and debottlenecking of
its existing MDF facilities. Medite may also seek to add other new MDF
production capacity. Although there are no plans or arrangements in place with
respect to such MDF capacity additions, Medite continues to explore expansion
opportunities through acquisitions, strategic joint ventures and new
construction. The Company also continues to explore additional expansion and/or
acquisition opportunities for its hardware products business.
Sybra's Consolidated Development Agreement with Arby's, Inc. requires Sybra
to open another 16 new stores through 1997 in its existing markets in order to
retain its exclusive development rights in the Dallas/Ft. Worth, Texas area.
Sybra's currently planned expansion program is designed to meet or exceed the
CDA requirements.
Valcor's operations are conducted through its subsidiaries (Medite,
National Cabinet Lock and Sybra). Accordingly, Valcor's long-term ability to
meet its parent company level obligations (principally debt service on the
Senior Notes) is largely dependent on the receipt of dividends or other
distributions from its subsidiaries, the realization of its investments through
the sale of interests in such entities and investment income. Various credit
agreements to which Valcor's subsidiaries are parties contain customary
limitations on the payment of dividends, typically a percentage of net income or
cash flow. Valcor has not guaranteed any indebtedness of its subsidiaries. The
Company believes that future distributions from its subsidiaries will be
sufficient to enable Valcor to meet its obligations.
Valcor dividends to Valhi are generally limited to 50% of consolidated net
income, as defined in the Senior Note Indenture. In July 1995 Valcor declared a
$1.4 million dividend to Valhi, which amount approximated dividend availability
at June 30, 1995.
The Company routinely compares its liquidity requirements and alternative
uses of capital against the estimated future cash flows to be received from its
subsidiaries and the estimated sales value of those units. As a result of this
process, the Company may in the future seek to raise additional capital,
refinance or restructure indebtedness, modify its dividend policy, consider the
sale of interests in subsidiaries, business units or other assets, or take a
combination of such steps or other steps, to increase liquidity, reduce
indebtedness and fund future activities. The Company may also evaluate
acquisitions of interests in, or combinations with, companies related to its
current businesses. The Company intends to consider such activities in the
future and, in connection therewith, may consider issuing additional equity
securities and/or increasing indebtedness. In this regard, the Senior Note
Indenture contains limitations on the ability of Valcor and its subsidiaries to
incur additional indebtedness or hold noncontrolling interests in business
units.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Medite's Irish subsidiary has been named as a defendant in a complaint
filed in the High Court for the Republic of Ireland (Woodfab Limited v. Coillte
Teoranta and Medite of Europe Limited, 1995 No. 1154P). Plaintiff alleges that
timber supply contracts between Medite/Europe and Coillte violate certain
provisions of the Competition Act of 1991 and the European Community Treaty.
The complaint seeks to, among other things, declare that the timber supply
contracts are invalid and therefore should be rescinded. Medite believes, and
understands the other defendants believe, the allegations are without merit and
intends to defend this action vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 - Financial Data Schedule for the six-month period ended June 30,
1995.
(b) Reports on Form 8-K
Reports on Form 8-K for the quarter ended June 30, 1995 and the month
of July 1995:
April 25, 1995 - Reported Items 5 and 7.
July 24, 1995 - Reported Items 5 and 7.
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.
VALCOR, INC.
(Registrant)
Date July 31, 1995 By /s/ William C. Timm
William C. Timm
Vice President - Finance and
Treasurer
(Principal Financial Officer)
Date July 31, 1995 By /s/ J. Thomas Montgomery, Jr.
J. Thomas Montgomery, Jr.
Vice President and Controller
(Principal Accounting Officer)
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.
VALCOR, INC.
(Registrant)
Date July 31, 1995 By
William C. Timm
Vice President - Finance and
Treasurer
(Principal Financial Officer)
Date July 31, 1995 By
J. Thomas Montgomery, Jr.
Vice President and Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VALCOR
INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 22,812
<SECURITIES> 0
<RECEIVABLES> 29,074
<ALLOWANCES> 718
<INVENTORY> 34,920
<CURRENT-ASSETS> 96,397
<PP&E> 249,838
<DEPRECIATION> 104,958
<TOTAL-ASSETS> 325,592
<CURRENT-LIABILITIES> 64,190
<BONDS> 189,037
<COMMON> 1
0
0
<OTHER-SE> 42,287
<TOTAL-LIABILITY-AND-EQUITY> 325,592
<SALES> 202,980
<TOTAL-REVENUES> 202,980
<CGS> 159,037
<TOTAL-COSTS> 159,037
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 189
<INTEREST-EXPENSE> 9,881
<INCOME-PRETAX> 21,601
<INCOME-TAX> 8,118
<INCOME-CONTINUING> 13,483
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,483
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
