<PAGE> 1
UNITED STATES
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 March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 33-66606
PM HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0407288
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
1401 S. HANLEY ROAD
ST. LOUIS, MISSOURI 63144
(Address of principal executive offices) (Zip Code)
(314) 768-4100
(Registrant's telephone number, including area code)
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 report(s), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
As of May 1, 1997, 453,968 shares of the registrant's common stock, par
value $.01 per share--which is the only class of common stock of the
registrant, were outstanding.
Page 1 of 17 pages
<PAGE> 2
PM HOLDINGS CORPORATION
<TABLE>
Table of Contents
Form 10-Q for the Quarterly Period
Ended March 31, 1997
<CAPTION>
Page
----
<S> <C>
PART I FINANCIAL INFORMATION
- ------ ---------------------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at March 31,
1997 and December 31, 1996 3
Consolidated Statements of Operations for
the three months ended March 31, 1997
and 1996 4
Consolidated Statements of Cash Flows for
the three months ended March 31, 1997 and
1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II OTHER INFORMATION
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 15
</TABLE>
2
<PAGE> 3
<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<CAPTION>
DECEMBER 31, 1996
(DERIVED FROM
AUDITED FINANCIAL
MARCH 31, 1997 STATEMENTS)
-------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 25,090 $ 25,462
Accounts receivable, net 43,815 55,816
Inventories 59,356 61,364
Prepaid expenses and other current assets 19,833 19,546
---------------------------------
TOTAL CURRENT ASSETS 148,094 162,188
Property, plant and equipment, net 244,259 250,600
Intangible assets, net 136,688 138,129
Other assets 61,035 62,529
---------------------------------
TOTAL ASSETS $ 590,076 $ 613,446
=================================
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 52,709 $ 70,913
Current portion of long-term debt 23,922 23,136
Customer advance payments 8,616 17,474
Other current liabilities 33,059 31,366
---------------------------------
TOTAL CURRENT LIABILITIES 118,306 142,889
Other liabilities 64,276 63,741
Long-term debt 361,736 364,349
Common stock held by ESOP 36,895 36,895
Less unearned ESOP compensation (707) (2,141)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value: 200,000 shares
authorized, none issued or outstanding
Common stock, $0.01 par value: 800,000 shares
authorized, 453,968 shares and 453,801 shares
issued and outstanding at March 31, 1997 and
December 31, 1996, respectively 5 5
Additional paid-in capital 35,115 35,205
Retained earnings deficit (25,550) (27,497)
---------------------------------
TOTAL STOCKHOLDERS' EQUITY 9,570 7,713
---------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 590,076 $ 613,446
=================================
(SEE ACCOMPANYING NOTES)
</TABLE>
3
<PAGE> 4
<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
<S> <C> <C>
NET SALES $ 284,450 $ 308,203
COSTS AND EXPENSES:
Cost of products sold 237,966 261,388
Marketing, distribution and advertising 20,185 21,665
General and administrative 6,944 9,851
Amortization of intangibles 4,730 4,865
Research and development 1,636 1,805
Other (income) expense, net (1,645) 400
----------------------------------
269,816 299,974
----------------------------------
OPERATING INCOME 14,634 8,229
Interest expense 10,524 10,825
----------------------------------
Income (loss) before income taxes 4,110 (2,596)
Provision (benefit) for income taxes 2,419 (989)
----------------------------------
NET INCOME (LOSS) $ 1,691 $ (1,607)
==================================
NET INCOME (LOSS) PER COMMON SHARE $ 3.64 $ (3.59)
==================================
(SEE ACCOMPANYING NOTES)
</TABLE>
4
<PAGE> 5
<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 1,691 $ (1,607)
Adjustment to reconcile netincome (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 12,034 13,140
Provision for loss on asset disposition 60 1,566
Compensation under ESOP 1,386 1,483
Accretion of discount on Discount Debentures 2,067 1,834
Provision for deferred taxes (3,556) (544)
Other (6,667) (27,985)
----------------------------------
Net cash provided by (used in) operations 7,015 (12,113)
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,553) (2,318)
Other 122 316
----------------------------------
Net cash used in investing activities (3,431) (2,002)
FINANCING ACTIVITIES:
Proceeds from revolving credit facility -- 14,000
Repayment of term loans (3,791) (4,875)
Loan to ESOP -- (3,100)
Other (165) (176)
----------------------------------
Net cash provided by (used in) financing activities (3,956) 5,849
Decrease in cash and cash equivalents (372) (8,266)
Cash and cash equivalents at beginning of period 25,462 21,479
----------------------------------
Cash and cash equivalents at end of period $ 25,090 $ 13,213
==================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 7,534 $ 8,012
Income taxes 344 286
(SEE ACCOMPANYING NOTES)
</TABLE>
5
<PAGE> 6
PM HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
1. BASIS OF PRESENTATION
PM Holdings Corporation ("Holdings") acquired Purina Mills, Inc. ("Purina
Mills" or the "Company") in September 1993. As used herein, the term
"Company" refers to Purina Mills, Inc. and its subsidiaries. Unless the
context otherwise requires, the term "Holdings" refers to PM Holdings
Corporation and its subsidiaries. Holdings has no direct subsidiaries other
than the Company and conducts no business other than that of the Company.
The consolidated balance sheet at March 31, 1997 and the consolidated
statements of operations and cash flows for all periods presented are
unaudited and reflect all adjustments, consisting of normal recurring items,
that management considers necessary for a fair presentation. Operating
results for the fiscal 1997 interim periods are not necessarily indicative of
results to be expected for the fiscal year ending December 31, 1997. The
consolidated balance sheet at December 31, 1996 was derived from the
Holdings' December 31, 1996 audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Although Holdings believes the disclosures are adequate, certain information
and disclosures normally included in the notes to the financial statements
have been condensed or omitted as permitted by the rules and regulations of
the Securities and Exchange Commission. The accompanying unaudited financial
statements should be read in conjunction with the financial statements
contained in the Annual Report on Form 10-K for the year ended December 31,
1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Holdings and
its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Investments in affiliated companies, 20%
through 50% owned, are carried at equity.
Net Income (Loss) per Common Share
Net income (loss) per common share for the three months ended March 31, 1997
and 1996 is computed based on the weighted average number of common shares
and share equivalents outstanding during the period. Such number of shares
represents the average outstanding shares, net of the shares held by the
Employee Stock Ownership Plan (the "ESOP") and not allocated to employees
(the "Unreleased Shares"). Common
6
<PAGE> 7
stock equivalents, which consist of stock options and stock rights units,
are not included in the March 31, 1996 computation as the results are
anti-dilutive.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128, Earnings per Share, ("SFAS 128"),
which is effective for periods ending after December 15, 1997. SFAS 128
supersedes Accounting Principles Board Opinion No. 15, Earnings per Share,
and changes the method for calculating and disclosing earnings per share.
The Company anticipates that the adoption of this standard will not have a
material impact on its computation of earnings per share.
3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
Finished goods $ 19,191 $ 19,969
Raw materials 40,165 41,395
---------------------------------------
Total inventories $ 59,356 61,364
=======================================
</TABLE>
4. LONG-TERM DEBT
The Company is required to make annual supplemental repayments under its
$130.0 million seven-year term loan (the "Senior Term Loan") with a group of
lending banks, in amounts equal to 50% of Excess Cash Flow, as defined in the
Credit Agreement between the Company and a group of lending banks (the
"Credit Agreement"). Based on Excess Cash Flow for 1995, a supplemental
repayment of $9.8 million was made in April 1996. Another supplemental
repayment of $10.5 million for the year 1996 was due on April 30, 1997 and
included in current liabilities in the consolidated balance sheets. However,
the Company has subsequently received a waiver from making this payment from
the banks which are participants in the Credit Agreement. The Company can
instead use these funds for other operational needs.
5. COMMON STOCK HELD BY THE ESOP
Common stock held by the ESOP (115,296 shares at March 31, 1997 and December
31, 1996) and valued at its fair market value has been classified outside of
permanent equity as, under certain conditions, participants may require the
Company to purchase for cash common stock distributed to them by the ESOP.
In 1996, under this purchase obligation, the Company repurchased
approximately 4,400 shares at a cost of $1.4 million. The unearned
compensation, being the fair market value of Unreleased Shares of
approximately $.7 million at March 31, 1997 and $2.1 million at December 31,
7
<PAGE> 8
1996, is presented in the consolidated balance sheet as a reduction to common
stock held by the ESOP.
6. SUMMARIZED FINANCIAL INFORMATION
Summarized financial information for the Company at March 31, 1997 and for
the three-month period then ended, and at December 31, 1996 and the
three-month period ended March 31, 1996 is as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
BALANCE SHEET DATA:
Current assets $ 149,988 $ 164,064
Noncurrent assets 432,150 442,011
Current liabilities 118,389 142,961
Noncurrent liabilities 355,551 359,697
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1996
---------------------------------
<S> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net sales $ 284,450 $ 308,202
Costs and expenses 269,799 299,991
Net income (loss) 3,093 (382)
</TABLE>
8
<PAGE> 9
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The Company develops, manufactures and markets a comprehensive line of animal
nutrition products for dairy cattle, beef cattle, hogs, horses and poultry,
as well as specialty feeds for rabbits, zoo animals, birds, fish and pets.
For the year ended December 31, 1996 the product-mix by volume was
approximately 25% for dairy cattle, 27% for beef cattle, 21% for hogs, 7% for
horses, 8% for poultry and 12% for all others.
The feed industry generally prices products on the basis of aggregate
ingredient cost plus a dollar amount margin, rather than a gross margin
percentage. As ingredient prices fluctuate, the changes are generally passed
on to customers through weekly changes in the Company's price lists. Feed
tonnage and total income over ingredient cost ("IOIC"), which is net sales
minus cost of ingredients, and gross profit (IOIC less manufacturing costs),
rather than sales dollars, are the key indicators of performance because of
the distortions in sales dollars caused by changes in commodity prices and
product-mix between complete feed and concentrate products, to which
customers add their own base ingredients, such as corn and other grains.
When the price of grains has been relatively high, more of the Company's
customers have tended to purchase complete rations and the Company's sales
volume has been higher. When the price of grains has been relatively low,
more of the Company's customers have tended to use their own grains and mix
them with the Company's higher-margin concentrates, resulting in lower sales
volume but relatively higher overall unit margins.
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31,
1996
Gross profit remained fairly constant totaling $46.5 million for the
three-month period ended March 31, 1997, versus $46.8 million for the
comparable 1996 period. Overall volume was 1.19 million tons during the first
quarter of 1997, a 13.5% decrease from the 1996 period. The decrease is
primarily attributable to a decrease in animal numbers and declines in feeding
rates. Average IOIC per ton was $64.09, an 11.1% increase over the three-month
period ended March 31, 1996, primarily as a result of a shift to improved
higher value products.
Beef cattle tons decreased 34.1% from the 1996 period due to reduced animal
numbers caused by the high 1996 commodity prices and depressed cattle prices.
However, IOIC only decreased 8.6% as customers switched to improved higher
value products. Dairy cattle tons decreased 9.7% even though IOIC actually
increased as a result of some product mix switch to concentrates. Hog volume
decreased 8.8% with IOIC also
9
<PAGE> 10
decreasing 11.0%. The decrease in hog volume is primarily attributable to a
former customer discontinuing its purchases of feed under a feed supply
agreement.
Laying chicken and meatbird volume remained constant. Horse volume increased
7.5% over the 1996 period, continuing its growth over the past five years.
Specialty and other volume decreased 9.8% from the 1996 period.
Cost of products sold decreased from the 1996 period, primarily as a result
of the $22.0 million decrease in ingredient costs. Manufacturing expenses
also decreased $1.5 million primarily as a result of the reduced 1997 volume
and the closing of seven plants in late 1996. The total of marketing,
distribution and advertising, general and administrative, and research and
development costs decreased $4.6 million. The decrease in marketing expense
is primarily due to decreased volume. General and administrative expenses
are lower because the expense for the 1996 period included non-recurring
expenses for severance of $1.2 million and a $.5 million non-cash
compensation expense related to the ESOP. The remainder of the cost decrease
relates to the Company's continued emphasis on cost control.
Other (income) expense for 1997 relates to service fees and profits from
marketing arrangements and joint venture income. The 1996 period includes
the $1.5 million loss on the write-down of the Cole Grain facility offset by
$1.1 million of income related to service fees and profits from marketing
arrangements and joint venture income.
Interest expense decreased as a result of the decrease in outstanding debt
offset partially by increased accretion on the Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures").
The Company's effective income tax rate exceeds the statutory rate in 1997
due to the amortization of goodwill not being allowed as a tax deduction and
the loss of state tax benefits attributable to the interest expense deduction
for the accretion of discount on the Discount Debentures.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 1997, net cash provided by operations
before the effects of changes in operating assets and liabilities was $13.7
million, compared to $15.9 million in the 1996 period. The 1997 increase in
operating income was offset by decreases in depreciation and increases in
current taxes payable.
The Credit Agreement contains covenants that require the Company to limit
capital expenditures to $20.0 million per year. These expenditures are
permitted subject to compliance with certain financial covenants and may be
increased under certain conditions. Based on the Company's Excess Cash Flow
from September 1993 through December 31, 1996, the Company has an additional
$14.1 million available for capital expenditures. The Company currently
anticipates that its total 1997 capital
10
<PAGE> 11
expenditures will approximate $26.0 million, inclusive of approximately $11.7
million allocated for construction of new plants in Lubbock, TX and Hagerstown,
MD. The Company plans to fund capital expenditures by using internally
generated funds, borrowings from the sale of Industrial Revenue Bonds and, if
necessary, borrowing capacity under the Revolving Credit Facility created
pursuant to the Credit Agreement. At March 31, 1997 the Company had
approximately $25.1 million in cash and cash equivalents on hand, and
approximately $41.4 million (after giving effect to borrowing base limitations)
was available for borrowings under the Revolving Credit Facility.
Net cash used in investing activities for purchases of property, plant and
equipment was approximately $3.5 million and $2.3 million in the three-month
periods ended March 31, 1997 and 1996, respectively. Net cash used by
financing activities in the three months ended March 31, 1997 includes debt
repayments of $3.8 million as compared to $4.9 million for the comparable
1996 period. Additionally, in 1996 the Company loaned $3.1 million to the
ESOP for the purchase of 10,000 shares of common stock from an existing
shareholder.
The Company's cash and cash equivalents were approximately equal to the
amount at year-end. The Company operates with a relatively low working
capital level because a majority of its sales are made on terms whereby
customers receive a 3% discount if payment is received immediately upon
shipment of feed products, and raw ingredients are normally purchased shortly
prior to manufacturing and shipment.
Liquidity needs have been and will continue to be met through internally
generated funds and, to the extent necessary, borrowings under the Revolving
Credit Facility. Holdings' and the Company's ability to obtain additional
financing in the future for working capital, capital expenditures,
acquisitions and general corporate purposes, should they need to do so, may
be affected by cash requirements for debt service. The Credit Agreement and
the Indenture relating to the Company's 10 1/2% Senior Subordinated Notes due
2003 (the "Notes Indenture") contain numerous financial and operating
covenants, including, but not limited to, restrictions on the Company's
ability to incur indebtedness, pay dividends, create liens, sell assets,
engage in mergers and acquisitions, and refinance existing indebtedness. The
Indenture relating to the Discount Debentures (the "Debenture Indenture") and
Holdings' guaranty of the Credit Agreement have covenants binding Holdings
that restrict similar types of matters. Holdings' and the Company's ability
to meet their debt service obligations and to comply with the terms of these
covenants depends on the future performance of the Company.
The Credit Agreement requires that half of Excess Cash Flow (as defined) be
used to repay the Senior Term Loan, with the remaining Excess Cash Flow
available for use for additional capital expenditures, for acquisitions or
for other purposes. The mandatory supplemental repayment of Excess Cash Flow
for the year 1995 totaled $9.8 million and was paid April 30, 1996. Excess
cash flow for the year 1996 was $21.1 million. The group of lending banks
that are participants in the Credit
11
<PAGE> 12
Agreement have recently waived the supplemental repayment of $10.5 million due
April 30, 1997 in order to allow the Company to use the funds for other
operational needs.
The Credit Agreement, the Notes Indenture and the Debenture Indenture contain
provisions that restrict the payment of advances and loans from the Company
to Holdings. Holdings conducts no business other than its ownership of the
Company's common stock. Holdings has no direct funded debt obligation other
than the Discount Debentures. As those Discount Debentures do not require
any cash payments of debt service prior to 2001, the restrictive covenants
described above should not limit Holdings' ability to meet its obligations.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -------------------------------------------------------------------------------------------
<C> <S> <C>
3.1 Restated Certificate of Incorporation Filed as Exhibit 3.1 to the
of Holdings Registration Statement
on Form S-1 of Holdings
and PMI, Registration
No. 33-66606 and
incorporated herein
by reference
3.2 Bylaws of Holdings Filed as Exhibit 3.3 to
the Registration
Statement on Form S-1 of
Holdings and PMI,
Registration No. 33-66606
and incorporated herein
by reference
4.1 Indenture by and between Holdings and Filed as Exhibit 4.1 to
NationsBank of Texas, National the Registration
Association, as Trustee, with respect Statement on Form S-1 of
to the 11 1/2% Series A and Series B Holdings, Registration
Discount Debentures No. 33-70920 and
incorporated herein by
reference
4.2 Indenture dated as of September 27, Filed as Exhibit 4.1 to
1993 by and between the Company and the Current Report on
IBJ Schroder Bank & Trust Company, as Form 8-K of Holdings
Trustee, with respect to the 10 1/4% dated September 27, 1993
Senior Subordinated Notes due 2003, and incorporated herein
including the form of Note and by reference
guaranty of Holdings
4.3 Stockholders Agreement among Holdings Filed as Exhibit 4.4 to
and certain holders of Holdings Common the Current Report on
Stock effective as of September 27, Form 8-K of Holdings
1993 dated September 27, 1993
and incorporated herein
by reference
4.4 Employee Stockholders' Agreement among Filed as Exhibit 4.5 to
Holdings and certain holders of the Current Report on
Holdings Common Stock effective as of Form 8-K of Holdings
September 27, 1993 dated September 27, 1993
and incorporated herein
by reference
4.5 Registration Rights Agreement among Filed as Exhibit 4.6 to
Holdings and certain holders of the Current Report on
Holdings Common Stock effective as of Form 8-K of Holdings
September 27, 1993 dated September 27, 1993
and incorporated herein
by reference
13
<PAGE> 14
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -------------------------------------------------------------------------------------------
<C> <S> <C>
4.6 Registration Rights Agreement among Filed as Exhibit 4.8 to
Holdings and the holders of Holdings the Current Report on
Common Stock issued as a part of the Form 8-K of Holdings
Units effective as of September 27, dated September 27, 1993
1993 and incorporated herein
by reference
27.1<F*> Financial Data Schedule
<FN>
- --------------------
<F*> Filed herewith
</TABLE>
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended March 31, 1997.
14
<PAGE> 15
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.
PM HOLDINGS CORPORATION
Date: May 6, 1997 /s/Ian R. Alexander
--------------------
Ian R. Alexander
Executive Vice President and
Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -------------------------------------------------------------------------------------------
<C> <S> <C>
3.1 Restated Certificate of Incorporation Filed as Exhibit 3.1 to the
of Holdings Registration Statement on
Form S-1 of Holdings and
PMI, Registration No.
33-66606 and incorporated
herein by reference
3.2 Bylaws of Holdings Filed as Exhibit 3.3 to
the Registration Statement
on Form S-1 of Holdings
and PMI, Registration No.
33-66606 and incorporated
herein by reference
4.1 Indenture by and between Holdings and Filed as Exhibit 4.1 to
NationsBank of Texas, National the Registration
Association, as Trustee, with respect Statement on Form S-1 of
to the 11 1/2% Series A and Series B Holdings, Registration
Discount Debentures No. 33-70920 and
incorporated herein by
reference
4.2 Indenture dated as of September 27, Filed as Exhibit 4.1 to
1993 by and between the Company and the Current Report on
IBJ Schroder Bank & Trust Company, as Form 8-K of Holdings
Trustee, with respect to the 10 1/4% dated September 27, 1993
Senior Subordinated Notes due 2003, and incorporated herein
including the form of Note and by reference
guaranty of Holdings
4.3 Stockholders Agreement among Holdings Filed as Exhibit 4.4 to
and certain holders of Holdings Common the Current Report on
Stock effective as of September 27, Form 8-K of Holdings
1993 dated September 27, 1993
and incorporated herein
by reference
4.4 Employee Stockholders' Agreement among Filed as Exhibit 4.5 to
Holdings and certain holders of the Current Report on
Holdings Common Stock effective as of Form 8-K of Holdings
September 27, 1993 dated September 27, 1993
and incorporated herein
by reference
4.5 Registration Rights Agreement among Filed as Exhibit 4.6 to
Holdings and certain holders of the Current Report on
Holdings Common Stock effective as of Form 8-K of Holdings
September 27, 1993 dated September 27, 1993
and incorporated herein
by reference
16
<PAGE> 17
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -------------------------------------------------------------------------------------------
<C> <S> <C>
4.6 Registration Rights Agreement among Filed as Exhibit 4.8 to
Holdings and the holders of Holdings the Current Report on
Common Stock issued as a part of the Form 8-K of Holdings
Units effective as of September 27, dated September 27, 1993
1993 and incorporated herein
by reference
27.1<F*> Financial Data Schedule
<FN>
- --------------------
<F*> Filed herewith
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 25,090
<SECURITIES> 0
<RECEIVABLES> 51,826
<ALLOWANCES> 8,011
<INVENTORY> 59,356
<CURRENT-ASSETS> 148,094
<PP&E> 330,122
<DEPRECIATION> 85,863
<TOTAL-ASSETS> 590,076
<CURRENT-LIABILITIES> 118,306
<BONDS> 361,736
<COMMON> 5
0
0
<OTHER-SE> 9,565
<TOTAL-LIABILITY-AND-EQUITY> 590,076
<SALES> 284,450
<TOTAL-REVENUES> 284,450
<CGS> 237,966
<TOTAL-COSTS> 237,966
<OTHER-EXPENSES> 31,553
<LOSS-PROVISION> 297
<INTEREST-EXPENSE> 10,524
<INCOME-PRETAX> 4,110
<INCOME-TAX> 2,419
<INCOME-CONTINUING> 1,691
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,691
<EPS-PRIMARY> 3.64
<EPS-DILUTED> 3.64
</TABLE>
