<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 1997,
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO
______________.
COMMISSION FILE NUMBER 33-66342
COLE NATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-1744334
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5915 LANDERBROOK DRIVE
MAYFIELD HEIGHTS, OHIO 44124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(440)449-4100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM IN THE REDUCED DISCLOSURE
FORMAT.
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. X YES NO
--- ---
ALL OF THE OUTSTANDING CAPITAL STOCK OF THE REGISTRANT IS HELD BY COLE
NATIONAL CORPORATION.
AS OF NOVEMBER 25, 1997, 1,100 SHARES OF THE REGISTRANT'S COMMON STOCK,
$.01 PAR VALUE, WERE OUTSTANDING.
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COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED NOVEMBER 1, 1997
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS AS OF NOVEMBER 1, 1997 AND FEBRUARY 1,
1997.......................................................................... 1
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED NOVEMBER 1,
1997 AND NOVEMBER 2, 1996 AND FOR THE 39 WEEKS ENDED NOVEMBER 1, 1997 AND
NOVEMBER 2, 1996.............................................................. 2
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 39 WEEKS ENDED NOVEMBER 1,
1997 AND NOVEMBER 2, 1996..................................................... 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................................... 4 - 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................................... 6 - 8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................................... 9
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
November 1, February 1,
Assets 1997 1997
- ------ ----------- -----------
<S> <C> <C>
Current assets:
Cash and temporary cash investments $ 34,077 $ 73,141
Accounts receivable, less allowance for doubtful
accounts of $3,404 in 1997 and $3,068 in 1996 51,003 39,539
Current portion of notes receivable 5,263 6,060
Inventories 162,263 119,236
Prepaid expenses and other 14,402 7,362
Deferred income tax benefits 29,757 24,925
--------- ---------
Total current assets 296,765 270,263
Property and equipment, at cost 235,550 211,408
Less - accumulated depreciation and amortization (117,663) (100,598)
--------- ---------
Total property and equipment, net 117,887 110,810
Other assets:
Notes receivable, excluding current portion 21,350 24,387
Deferred income taxes and other 50,657 28,057
Intangible assets, net 153,513 139,308
--------- ---------
Total assets $ 640,172 $ 572,825
========= =========
Liabilities and Stockholder's Equity
- ------------------------------------
Current liabilities:
Current portion of long-term debt $ 597 $ 477
Accounts payable 69,426 62,145
Payable to affiliates 98,084 65,590
Accrued interest 7,431 9,630
Accrued liabilities 109,484 123,001
Accrued income taxes 4,698 6,978
--------- ---------
Total current liabilities 289,720 267,821
Long-term debt, net of discount and current portion 289,539 314,359
Other long-term liabilities 27,273 27,000
Stockholder's equity:
Common stock - -
Paid-in capital 192,805 122,681
Foreign currency translation adjustment (263) (26)
Accumulated deficit (158,902) (159,010)
--------- ---------
Total stockholder's equity 33,640 (36,355)
--------- ---------
Total liabilities and stockholder's equity $ 640,172 $ 572,825
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
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<PAGE> 4
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
--------------------------- ----------------------------
November 1, November 2, November 1, November 2,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenue $ 261,979 $ 146,702 $ 764,551 $ 443,057
Costs and expenses:
Cost of goods sold 90,243 44,773 261,365 136,673
Operating expenses 151,362 91,124 434,503 266,385
Depreciation and amortization 7,909 4,330 22,626 12,780
Business integration charge 1,100 - 1,100 -
--------- --------- --------- ---------
Total costs and expenses 250,614 140,227 719,594 415,838
--------- --------- --------- ---------
Income from operations 11,365 6,475 44,957 27,219
Interest expense, net 6,760 4,800 23,394 14,782
--------- --------- --------- ---------
Income before income taxes and
extraordinary item 4,605 1,675 21,563 12,437
Income tax provision 1,980 738 9,272 5,473
--------- --------- --------- ---------
Income before extraordinary item 2,625 937 12,291 6,964
Extraordinary loss on early
extinguishment of debt (12,183) - (12,183) -
--------- --------- --------- ---------
Net income (loss) $ (9,558) $ 937 $ 108 $ 6,964
========= ========= ========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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<PAGE> 5
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
39 Weeks Ended
-----------------------------
November 1, November 2,
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 108 $ 6,964
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Extraordinary loss on early extinguishment of
debt 12,183 -
Depreciation and amortization 22,626 12,780
Non-cash interest 705 322
Change in assets and liabilities:
Increase in accounts and notes receivable,
prepaid expenses and other assets (13,864) (1,705)
Increase in inventories (38,748) (18,984)
Increase (decrease) in accounts payable,
accrued liabilities and other liabilities (11,033) 16,722
Decrease in accrued interest (2,199) (5,158)
Increase (decrease) in accrued income taxes 4,925 (1,151)
--------- ---------
Net cash provided (used) by operating
activities (25,297) 9,790
--------- ---------
Cash flows from financing activities:
Repayment of long-term debt (169,717) (360)
Proceeds from long-term debt 125,000 -
Payment of deferred financing fees (2,896) -
Advances from affiliates, net 74,308 10,639
Other, net (229) -
--------- ---------
Net cash provided by financing activities 26,466 10,279
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment, net (19,976) (15,553)
Systems development costs (13,186) (2,140)
Other (7,071) (147)
--------- ---------
Net cash used by investing activities (40,233) (17,840)
--------- ---------
Cash and temporary cash investments:
Net increase (decrease) during the period (39,064) 2,229
Balance, beginning of the period 73,141 29,260
--------- ---------
Balance, end of the period $ 34,077 $ 31,489
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Cole
National Group, Inc. (CNG) and its wholly owned subsidiaries (collectively, the
Company). CNG is a wholly owned subsidiary of Cole National Corporation (the
Parent). All significant intercompany transactions have been eliminated in
consolidation.
The accompanying consolidated financial statements have been prepared
without audit and certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, although the Company
believes that the disclosures herein are adequate to make the information not
misleading. These statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K for the fiscal year ended February 1, 1997.
In the opinion of management, the accompanying financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the Company's financial position as of November 1, 1997 and
the results of operations for the 13 and 39 weeks ended November 1, 1997 and
November 2, 1996, and cash flows for the 39 weeks ended November 1, 1997 and
November 2, 1996.
Inventories
The accompanying interim consolidated financial statements have been
prepared without physical inventories. Inventories at November 1, 1997 and
November 2, 1996 were valued at the lower of first-in, first-out (FIFO) cost or
market.
Cash Flows
Net cash flows from operating activities reflect cash payments for
income taxes and interest of $4,412,000 and $26,957,000, respectively, for the
39 weeks ended November 1, 1997, and $6,670,000 and $20,779,000, respectively,
for the 39 weeks ended November 2, 1996.
Reclassifications
Certain 1996 amounts have been reclassified to conform with the 1997
presentation.
(2) STOCK OFFERING
On July 18, 1997, the Parent completed a public stock offering of
2,587,500 shares of its Class A Common Stock, the net proceeds of which were
approximately $116 million.
(3) SEASONALITY
The Company's business historically has been seasonal with
approximately 30% of its revenue and approximately 50% of its income from
operations occurring in the fourth fiscal quarter because of the importance of
gift sales during the Christmas retailing season. Although the Pearle
acquisition will moderate the
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<PAGE> 7
seasonality of the Company, the Company's business will remain seasonal due to
relatively lower levels of optical product sales during the Christmas holiday
season. Therefore, results of operations for interim periods are not necessarily
indicative of full year results.
(4) LONG-TERM DEBT
On August 15, 1997, the Company announced a tender offer to purchase
up to all of its $165.8 million 11-1/4% Senior Notes (the 11-1/4% Senior Notes)
due 2001 at a price of $1,105.61 per $1,000 of principal, plus accrued interest.
The tender offer expired on September 12, 1997, at which time a total of $151.3
million principal amount of 11-1/4% Senior Notes were tendered, leaving $14.5
million outstanding.
As a result of the tender offer, in the third quarter of fiscal 1997
the Company recorded an extraordinary charge of $19.7 million ($12.2 million net
of tax), representing the tender premium, the write-off of the related
unamortized debt discount and other costs associated with redeeming the debt.
On August 22, 1997, the Company issued $125.0 million of 8-5/8%
Senior Subordinated Notes (the 8-5/8% Senior Subordinated Notes) due 2007.
Proceeds from this debt issuance of approximately $121.5 million, along with
cash on hand, were used to fund the above-described tender offer.
(5) TRANSACTIONS WITH PARENT
During the third quarter of fiscal 1997, the Parent made a $70.1
million equity contribution to the Company, including all of the issued and
outstanding common stock of American Vision Centers, Inc. (AVC) (discussed in
Note 6).
(6) ACQUISITION OF BUSINESS
On August 5, 1997, the Parent acquired all of the issued and
outstanding common stock of AVC, the ninth largest retail optical chain in the
United States, for an aggregate purchase price of approximately $28.9 million,
including debt assumed.
The acquisition was accounted for under the purchase method of
accounting. The results of AVC's operations have been included in the
consolidated financial statements since the date of acquisition.
During the third quarter of fiscal 1997, the Company recorded a $1.1
million pre-tax ($0.6 million net of tax) business integration charge associated
with the AVC acquisition. Such charge included costs incurred related to the
integration and consolidation of AVC into the Company's operations. The Company
anticipates an after-tax charge relating to AVC in the range of $3 to $4 million
will be taken in the fourth quarter of fiscal 1997.
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain information required by this item has been omitted pursuant
to General Instruction H of Form 10-Q.
The following is a discussion of certain factors affecting the
Company's results of operations for the 13 week and 39 week periods ended
November 1, 1997 and November 2, 1996 (the Company's third quarter and first
nine months, respectively). This discussion should be read in conjunction with
the consolidated financial statements and notes thereto included elsewhere in
this filing and the Company's audited financial statements for the fiscal year
ended February 1, 1997 included in its annual report on Form 10-K.
The Company's fiscal year ends on the Saturday closest to January 31.
Fiscal years are identified according to the calendar year in which they begin.
For example, the fiscal year ended February 1, 1997 is referred to as "fiscal
1996."
RESULTS OF OPERATIONS
Net revenue for the third quarter of fiscal 1997 increased 78.6% to
$262.0 million from $146.7 million for the same period in fiscal 1996. Net
revenue for the first nine months of fiscal 1997 increased 72.6% to $764.6
million from $443.1 million for the same period in fiscal 1996. The increases in
revenue were primarily attributable to the acquisitions of Pearle and Sears
Optical of Canada in November 1996 and AVC in August 1997, which accounted for
$97.1 and $264.3 million of the increases for the third quarter and first nine
months, respectively. The Company's consolidated comparable store sales
increased 2.3% and 3.5% in the third quarter and first nine months of fiscal
1997, respectively. A third quarter comparable store sales increase of 3.8% at
Cole Vision was primarily a result of successful eyewear promotions and growth
in managed vision care sales. Third quarter comparable store sales decreased
0.2% at Cole Gift, an improvement from the 2.9% decline in the first six months.
The net revenue increase was also attributable to the Company's classification
of capitation and other fees associated with its growing managed vision care
business as revenue. Until the first quarter of fiscal 1997, such fees were
netted with operating expenses in the Company's financial statements. The
opening of additional Cole Gift and Cole Vision units also contributed to the
third quarter revenue increase. At November 1, 1997, the Company had 3,306
specialty service retail locations, including 400 franchised locations, compared
to 2,357 at November 2, 1996.
Gross profit increased to $171.7 million in the third quarter of
fiscal 1997 from $101.9 million in the same period last year. The gross profit
increase was primarily attributable to the acquired businesses and
classification of managed vision care fees as revenue. Gross margins for the
third quarters of fiscal 1997 and fiscal 1996 were 65.6% and 69.5%,
respectively. For the first nine months, gross profit increased to $503.2
million from $306.4 million for the same period a year ago. Gross margins for
the first nine months in fiscal 1997 and fiscal 1996 were 65.8% and 69.2%,
respectively. The lower gross margin percentages in fiscal 1997 resulted
primarily from the addition of Pearle which operates at a lower gross margin
than the Company has historically experienced due to the higher costs of
in-store laboratories and lower margin wholesale sales to franchised stores.
This was partially offset by revenue generated by Pearle's
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<PAGE> 9
franchise royalties and fees, interest income on Pearle's franchise notes
receivable and the managed vision care fees, each of which has no corresponding
cost of goods sold. The lower gross margin percentages also resulted from the
impact of clearance and other promotions at both Cole Gift and Cole Vision
during the third quarter of 1997.
Operating expenses increased 66.1% to $151.4 million in the third
quarter of fiscal 1997 from $91.1 million in fiscal 1996, but as a percentage of
revenue, decreased to 57.8% in fiscal 1997 from 62.1% in fiscal 1996. For the
first nine months of fiscal 1997, operating expenses increased 63.1% to $434.5
million from $266.4 million for the same period last year. As a percentage of
revenue, operating expenses for the first nine months decreased to 56.8% in
fiscal 1997 from 60.1% in fiscal 1996. The leverage improvement for the third
quarter and first nine months was primarily a result of the addition of Pearle,
which has lower operating expenses as a percentage of revenue than the rest of
the Company, along with leverage gains achieved by Cole Vision's comparable
store sales increase. Fiscal 1997 depreciation and amortization expense of $7.9
million in the third quarter and $22.6 million in the first nine months was $3.6
and $9.8 million more, respectively, than the same periods in fiscal 1996
reflecting the addition of acquired businesses and an increase in capital
expenditures. The third quarter and first nine months of fiscal 1997 also
included a $1.1 million ($0.6 million net of tax) business integration charge
related to the operations of AVC.
Income from operations increased 75.5% to $11.4 million for the third
quarter of fiscal 1997 and increased 65.2% to $45.0 million for the first nine
months as a result of the factors described above.
Net interest expense increased $2.0 million over the third quarter of
fiscal 1996 to $6.8 million and increased $8.6 million over the first nine
months of fiscal 1996 to $23.4 million. The increase was primarily attributable
to the additional interest on $150.0 million of 9-7/8% Senior Subordinated Notes
(the 9-7/8% Senior Subordinated Notes) issued in November 1996 in connection
with financing the Pearle acquisition and $125.0 million of the 8-5/8% Senior
Subordinated Notes issued in August 1997, partially offset by a decrease in
interest expense due to the purchase and subsequent retirement of $15.1 million
of 11-1/4% Senior Notes in the fourth quarter of fiscal 1996 and the purchase
and retirement of $151.3 million of 11-1/4% Senior Notes in conjunction with a
tender offer in September 1997. The issuance of the 8-5/8% Senior Subordinated
Notes combined with the redemption of the 11-1/4% Senior Notes is expected to
reduce future interest expense by approximately $7.9 million annually.
An income tax provision was recorded in the first nine months of
fiscal 1997 and fiscal 1996 using the Company's estimated annual effective tax
rate of 43% and 44%, respectively.
Income before extraordinary item increased to $2.6 million for the
third quarter of fiscal 1997 from $0.9 million for the same period in fiscal
1996. For the first nine months of fiscal 1997, income before extraordinary item
increased to $12.3 million from $7.0 million for that period last year. The
increases were due to improvement in income from operations offset, in part, by
the increase in net interest expense. A $12.2 million extraordinary loss, net of
an income tax benefit of $7.5 million, was recorded in the third quarter of
fiscal 1997 in connection with the early extinguishment of debt. The loss
represented tender premium, write-off of related unamortized debt discount and
other costs associated with redemption of the 11-1/4% Senior Notes.
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<PAGE> 10
The Company's business historically has been seasonal with
approximately 30% of its net revenue and approximately 50% of its income from
operations occurring in the fourth fiscal quarter because of the importance of
gift sales during the Christmas retailing season. Although the Pearle
acquisition will moderate the seasonality of the Company, the Company's business
will remain seasonal due to relatively lower levels of optical product sales
during the Christmas holiday season. Therefore, results of operations for
interim periods are not necessarily indicative of full year results.
FORWARD-LOOKING INFORMATION
Certain sections of this Form 10-Q contain forward-looking
statements. Forward-looking statements are made based upon management's
expectations and beliefs concerning future events impacting the Company. All
forward-looking statements involve risk and uncertainty.
The Company operates in a highly competitive environment, and its
future liquidity, financial condition and operating results may be materially
affected by a variety of factors, some of which may be beyond the control of the
Company, including risks associated with the integration of acquired operations,
the Company's ability to select and stock merchandise attractive to customers,
the level of future promotional activity, the number and location of company
stores, economic and weather factors affecting consumer spending, operating
factors, including manufacturing quality of optical and engraved goods,
affecting customer satisfaction, the Company's relationships with host stores
and franchisees, the mix of goods sold, pricing and other competitive factors,
and the seasonality of the Company's business, as well as actual determination
made with respect to the after tax charge relating to the AVC integration.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibits are filed herewith and made a
part hereof:
4.1 Second Supplemental Indenture dated September 15,
1997, between Cole National Group, Inc. and Norwest
Bank Minnesota, National Association, as Trustee,
relating to the 11-1/4% Senior Notes Due 2001,
incorporated by reference to Exhibit 4.7 of Cole
National Group, Inc.'s Registration Statement on Form
S-1, Amendment No. 3, filed with the Commission on
December 5, 1997 (Registration No. 333-34963).
10.1 Form of Cole National Corporation 401(k) Savings
Plan, incorporated by reference to Exhibit 4.1 of
Cole National Corporation's Registration Statement on
Form S-8, filed with the Commission on November 20,
1997 (Registration No. 333-40609).
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K for the
quarterly period ended November 1, 1997.
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SIGNATURE
---------
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.
COLE NATIONAL GROUP, INC.
By: /s/ Wayne L. Mosley
---------------------------------------------
Wayne L. Mosley
Vice President and Controller
(Duly Authorized Officer and Principal
Accounting Officer)
Date: December 10, 1997
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COLE NATIONAL GROUP, INC.
FORM 10-Q
QUARTER ENDED NOVEMBER 1, 1997
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Second Supplemental Indenture dated September 15, 1997,
between Cole National Group, Inc. and Norwest Bank Minnesota,
National Association, as Trustee, relating to the 11-1/4%
Senior Notes Due 2001, incorporated by reference to Exhibit
4.7 of Cole National Group, Inc.'s Registration Statement on
Form S-1, Amendment No. 3, filed with the Commission on
December 5, 1997 (Registration No. 333-34963).
10.1 Form of Cole National Corporation 401(k) Savings Plan,
incorporated by reference to Exhibit 4.1 of Cole National
Corporation's Registration Statement on Form S-8, filed with
the Commission on November 20, 1997 (Registration No.
333-40609).
27 Financial Data Schedule
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> NOV-01-1997
<CASH> 34,077
<SECURITIES> 0
<RECEIVABLES> 59,670
<ALLOWANCES> 3,404
<INVENTORY> 162,263
<CURRENT-ASSETS> 296,765
<PP&E> 235,550
<DEPRECIATION> 117,663
<TOTAL-ASSETS> 640,172
<CURRENT-LIABILITIES> 289,720
<BONDS> 289,539
0
0
<COMMON> 0
<OTHER-SE> 33,640
<TOTAL-LIABILITY-AND-EQUITY> 640,172
<SALES> 764,551
<TOTAL-REVENUES> 764,551
<CGS> 261,365
<TOTAL-COSTS> 719,594
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,394
<INCOME-PRETAX> 21,563
<INCOME-TAX> 9,272
<INCOME-CONTINUING> 12,291
<DISCONTINUED> 0
<EXTRAORDINARY> (12,183)
<CHANGES> 0
<NET-INCOME> 108
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
