<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 June 30, 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 August 1, 1997, 454,128 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 18 pages
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PM HOLDINGS CORPORATION
<TABLE>
Table of Contents
Form 10-Q for the Quarterly Period
Ended June 30, 1997
<CAPTION>
Page
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<S> <C> <C>
PART I FINANCIAL INFORMATION
- ------ ---------------------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at June 30,
1997 and December 31,1996 3
Consolidated Statements of Operations for
the three months ended June 30, 1997 and
1996 and six months ended June 30, 1997
and 1996 4
Consolidated Statements of Cash Flows for
the six months ended June 30, 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 4. Submission of Matters to a Vote of Security
Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 16
</TABLE>
2
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<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<CAPTION>
DECEMBER 31, 1996
(DERIVED FROM
AUDITED FINANCIAL
JUNE 30, 1997 STATEMENTS)
------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 16,231 $ 25,462
Accounts receivable, net 40,319 55,816
Inventories 63,719 61,364
Prepaid expenses and other current assets 21,165 19,546
------------------------------------------
TOTAL CURRENT ASSETS 141,434 162,188
Property, plant and equipment, net 243,774 250,600
Intangible assets, net 133,077 138,129
Other assets 60,224 62,529
------------------------------------------
TOTAL ASSETS $ 578,509 $ 613,446
==========================================
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 53,120 $ 70,913
Current portion of long-term debt 28,027 23,136
Customer advance payments 4,186 17,474
Other current liabilities 27,768 31,366
------------------------------------------
TOTAL CURRENT LIABILITIES 113,101 142,889
Other liabilities 64,947 63,741
Long-term debt 355,891 364,349
Common stock held by ESOP 36,895 36,895
Less unearned ESOP compensation -- (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, 454,128 shares and 453,801 shares
issued and outstanding at June 30, 1997 and
December 31, 1996, respectively 5 5
Additional paid-in capital 35,381 35,205
Retained earnings deficit (27,711) (27,497)
------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 7,675 7,713
------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 578,509 $ 613,446
==========================================
(SEE ACCOMPANYING NOTES)
</TABLE>
3
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<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands except per share data)
<CAPTION>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 269,744 $ 293,811 $ 554,194 $ 602,013
COSTS AND EXPENSES:
Cost of products sold 227,139 254,285 465,105 515,672
Marketing, distribution and advertising 20,907 21,135 41,092 42,799
General and administrative 7,921 6,503 14,865 16,354
Amortization of intangibles 5,610 4,900 10,340 9,765
Research and development 1,618 1,752 3,254 3,557
Other (income) expense, net (1,032) 570 (2,677) 970
----------------------------------------------------------------------
262,163 289,145 531,979 589,117
----------------------------------------------------------------------
OPERATING INCOME 7,581 4,666 22,215 12,896
Interest expense 10,874 10,994 21,398 21,820
----------------------------------------------------------------------
Income (loss) before income taxes (3,293) (6,328) 817 (8,924)
Provision (benefit) for income taxes (1,434) (1,794) 985 (2,783)
----------------------------------------------------------------------
NET LOSS $ (1,859) $ (4,534) $ (168) $ (6,141)
======================================================================
NET LOSS PER COMMON SHARE $ (4.11) $ (10.31) $ (0.37) $ (13.86)
======================================================================
(SEE ACCOMPANYING NOTES)
</TABLE>
4
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<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1997 JUNE 30, 1996
--------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (169) $ (6,141)
Adjustment to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation & amortization 24,743 26,196
Provision for loss on asset disposition 35 3,582
Compensation under ESOP 2,092 2,779
Accretion of discount on Discount Debentures 4,219 3,742
Provision for deferred taxes (2,742) (4,153)
Other (19,443) (35,008)
---------------------------------
Net cash provided by (used in) operating activities $ 8,735 $ (9,003)
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (11,626) (7,057)
Other 1,765 1,148
---------------------------------
Net cash used in investing activities $ (9,861) $ (5,639)
FINANCING ACTIVITIES:
Proceeds from revolving credit facility -- 28,000
Repayment of term loans (7,583) (18,963)
Loan to ESOP -- (4,819)
Other (522) (415)
---------------------------------
Net cash provided by (used in) financing activities $ (8,105) $ 3,803
Decrease in cash and cash equivalents (9,231) (10,839)
Cash and cash equivalents at beginning of period 25,462 21,479
---------------------------------
Cash and cash equivalents at end of period $ 16,231 $ 10,640
=================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 15,652 $ 16,131
Income taxes 5,084 4,643
(SEE ACCOMPANYING NOTES)
</TABLE>
5
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PM HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
1. BASIS OF PRESENTATION
PM Holdings Corporation ("Holdings") is the parent of Purina Mills, Inc.
("Purina Mills" or the "Company"). 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 June 30, 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 Loss per Common Share
Net loss per common share for the three and six months ended June 30, 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 stock equivalents, which
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consist of stock options and stock rights units, are not included in the
computation as the results are anti-dilutive.
3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------------------------------------------
<S> <C> <C>
Finished goods $ 19,003 $ 19,969
Raw materials 44,716 41,395
------------------------------------------------
Total inventories $ 63,719 $ 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; however, the Company has
received a waiver of this obligation 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 June 30, 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 $2.1 million at
December 31, 1996, is presented in the consolidated balance sheet as a
reduction to common stock held by the ESOP.
7
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6. SUMMARIZED FINANCIAL INFORMATION
Summarized financial information for the Company at June 30, 1997 and for the
three and six-month periods then ended, and at December 31, 1996 and the three
and six-month period ended June 30, 1996 is as follows (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
<S> <C> <C>
BALANCE SHEET DATA:
Current assets $ 143,355 $ 164,064
Noncurrent assets 426,815 442,011
Current liabilities 113,195 142,961
Noncurrent liabilities 348,226 359,697
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
STATEMENTS OF OPERATIONS DATA: JUNE 30, 1997 JUNE 30, 1996 JUNE 30, 1997 JUNE 30, 1996
- ----------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 269,744 $ 293,811 $ 554,194 $ 602,013
Costs and expenses 262,138 289,099 531,937 589,090
Net income (loss) (399) (3,219) 2,694 (3,601)
</TABLE>
8
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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 June 30, 1997 Compared to Three Months Ended June 30, 1996
Gross profit increased $3.1 million, or 7.8% over the comparable 1996 period.
Overall volume was 1.08 million tons for the second quarter of 1997, a 7.5%
decrease from the 1996 period. The decrease in volume is attributable to a
decrease in animal numbers, consolidation of producers in the hog industry and
a switch to concentrates, which results in higher unit margin, but lower
volume levels. Average feed IOIC per ton was $64.71, a 6.3% increase over the
three-month period ended June 30, 1996, primarily as a result of a shift to
more concentrates and improved higher value products.
Beef cattle tons decreased 19.8% from the 1996 period due to reduced animal
numbers and excellent grazing conditions. However, IOIC only decreased 9.6%
as customers have switched to improved higher value products with higher
margins. Dairy cattle tons decreased 6.4% even though IOIC actually increased
4.5% as a result of some product mix switch to concentrates. Hog volume
decreased 11.6% with IOIC also decreasing 10.3%. The decrease in hog volume
and IOIC is primarily attributable to a former
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customer discontinuing its purchases of feed under a feed supply agreement and
consolidation in the hog industry.
Laying chicken and meatbird volume increased 14.3% over the 1996 period due
primarily to the addition of two new contracts in 1997. Horse volume and IOIC
increased 11.0% and 16.4%, respectively, over the 1996 period, continuing its
growth and reflecting the aggressive promotion of these products. Specialty
and other volume decreased 5.6% from the 1996 period.
Cost of products sold decreased $27.1 million, or 10.7% from the comparable
1996 period due primarily to a $24.1 million decrease in ingredient costs
resulting from the decline in commodity prices. Manufacturing expenses also
decreased $3.0 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 increased $1.1 million. The increase in general and
administrative expenses is primarily due to increased reloction costs and an
increase in the bad debt provision.
Other (income) expense for 1997 relates to service fees and profits from
marketing arrangements and joint venture income. The 1996 period includes the
$2.0 million loss on the closure and write-down of the Iowa Falls
manufacturing facility offset by $1.4 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 both
1996 and 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.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Gross profit increased $2.7 million, or 3.2% over the comparable 1996 period.
Overall volume was 2.27 million tons for the six months ended June 30, 1997, a
10.4% decrease from the 1996 period. The decrease in volume is attributable
to a decrease in animal numbers, a switch to more concentrates and
consolidation of producers in the hog industry. Average feed IOIC per ton
was $64.38, an 8.8% increase over the six-month period ended June 30, 1996,
primarily as a result of a shift to improved higher value products.
Beef cattle tons decreased 23.3% from the 1996 period due to reduced animal
numbers and excellent grazing conditions. However, IOIC only decreased 9.6%
as customers have
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switched to improved higher value products with higher margins. Dairy cattle
tons decreased 8.1% even though IOIC actually increased as a result of some
product mix switch to concentrates. Hog volume decreased 10.3% with IOIC also
decreasing 10.6%. The decrease in hog volume and IOIC is primarily
attributable to a former customer discontinuing its purchases of feed under a
feed supply agreement and consolidation in the hog industry.
Laying chicken and meatbird volume increased 6.9% over the 1996 period due
primarily to the addition of two new contracts in 1997. Horse volume and IOIC
increased 9.6% and 13.0%, respectively, over the 1996 period, continuing its
growth and reflecting the aggressive promotion of these products. Specialty
and other volume decreased 7.3% from the 1996 period.
Cost of products sold decreased $50.6 million, or 9.8% from the comparable
1996 period due primarily to the $46.1 million decrease in ingredient costs
caused by the decline in commodity prices. Manufacturing expenses also
decreased $4.5 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 $3.5 million. The decrease in general and
administrative expenses is primarily due to reduced severance costs and
selling expenses as a result of reduced volume and 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
$3.5 million loss on the closure and write-down of the Cole Grain and Iowa
Falls manufacturing facilities. This is offset by $2.5 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 Discount Debentures.
The Company's effective income tax rate exceeds the statutory rate in both the
1996 and 1995 periods 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 Discount
Debentures.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 1997, net cash provided by operations before
the effects of changes in operating assets and liabilities was $28.2 million,
compared to $26.0 million in the 1996 period. The increase is attributable to
the increase in income net of the $3.5 million write-down of facilities in
1996.
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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 expenditures will approximate $30.0
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
June 30, 1997 the Company had approximately $16.2 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 $11.6 million and $7.1 million for the six-month
periods ended June 30, 1997 and 1996, respectively. Net cash used by
financing activities in the six months ended June 30, 1997 includes debt
repayments of $7.6 million as compared to $19.0 million for the comparable
1996 period. The decrease can be attributed to the excess cash flow payment
of $9.8 million made in 1996 that was waived in the current year.
Additionally, in 1996 the Company loaned $4.8 million to the ESOP for the
purchase of 15,546 shares of common stock from an existing shareholder and
borrowed $28 million under its Revolving Credit Facility for general corporate
purposes.
The Company's cash and cash equivalents decreased from the amount at year-end
as a result of the repayment of $7.6 million in debt and the normal decrease
in prepaid feed purchases from such amounts 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
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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
1995 totaled $9.8 million and was paid April 30, 1996. Excess Cash Flow for
1996 was $21.1 million. The group of lending banks that are participants in
the Credit Agreement 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 the 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.
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PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of the stockholders of Holdings was held on April 25,
1997. At the meeting the following persons were elected to serve as
directors of Holdings until the 1998 annual meeting of stockholders and
until their successors are duly elected and qualified : Paul F.
Cornelsen, David L. Abbott, Allan R. Dragone, Frank J. Hevrdejs, William C.
Oehmig, Jo Ann Smith and Gene G. Stoever.
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 of Holdings Filed as Exhibit 3.1 to the 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 NationsBank Filed as Exhibit 4.1 to the Registration
of Texas, National Association, as Trustee, with Statement on Form S-1 of Holdings, Registration
respect to the 11 1/2% Series A and Series B No. 33-70920 and incorporated herein by
Discount Debentures reference
4.2 Indenture dated as of September 27, 1993 by and Filed as Exhibit 4.1 to the Current Report on
between the Company and IBJ Schroder Bank & Trust Form 8-K of Holdings dated September 27, 1993
Company, as Trustee, with respect to the 10 1/4% and incorporated herein by reference
Senior Subordinated Notes due 2003, including the
form of Note and guaranty of Holdings
4.3 Stockholders Agreement among Holdings and certain Filed as Exhibit 4.4 to the Current Report on
holders of Holdings Common Stock effective as of Form 8-K of Holdings dated September 27, 1993
September 27, 1993 and incorporated herein by reference
4.4 Employee Stockholders' Agreement among Holdings Filed as Exhibit 4.5 to the Current Report on
and certain holders of Holdings Common Stock Form 8-K of Holdings dated September 27, 1993
effective as of September 27, 1993 and incorporated herein by reference
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<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
4.5 Registration Rights Agreement among Holdings and Filed as Exhibit 4.6 to the Current Report on
certain holders of Holdings Common Stock effective Form 8-K of Holdings dated September 27, 1993
as of September 27, 1993 and incorporated herein by reference
4.6 Registration Rights Agreement among Holdings and Filed as Exhibit 4.8 to the Current Report on
the holders of Holdings Common Stock issued as a Form 8-K of Holdings dated September 27, 1993
part of the Units effective as of September 27, 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 June 30, 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.
PM HOLDINGS CORPORATION
Date: August 7, 1997 /s/Ian R. Alexander
-------------------
Ian R. Alexander
Executive Vice President and
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of Holdings Filed as Exhibit 3.1 to the 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 NationsBank Filed as Exhibit 4.1 to the Registration
of Texas, National Association, as Trustee, with Statement on Form S-1 of Holdings, Registration
respect to the 11 1/2% Series A and Series B No. 33-70920 and incorporated herein by
Discount Debentures reference
4.2 Indenture dated as of September 27, 1993 by and Filed as Exhibit 4.1 to the Current Report on
between the Company and IBJ Schroder Bank & Trust Form 8-K of Holdings dated September 27, 1993
Company, as Trustee, with respect to the 10 1/4% and incorporated herein by reference
Senior Subordinated Notes due 2003, including the
form of Note and guaranty of Holdings
4.3 Stockholders Agreement among Holdings and certain Filed as Exhibit 4.4 to the Current Report on
holders of Holdings Common Stock effective as of Form 8-K of Holdings dated September 27, 1993
September 27, 1993 and incorporated herein by reference
4.4 Employee Stockholders' Agreement among Holdings Filed as Exhibit 4.5 to the Current Report on
and certain holders of Holdings Common Stock Form 8-K of Holdings dated September 27, 1993
effective as of September 27, 1993 and incorporated herein by reference
4.5 Registration Rights Agreement among Holdings and Filed as Exhibit 4.6 to the Current Report on
certain holders of Holdings Common Stock effective Form 8-K of Holdings dated September 27, 1993
as of September 27, 1993 and incorporated herein by reference
17
<PAGE> 18
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
4.6 Registration Rights Agreement among Holdings Filed as Exhibit 4.8 to the Current Report on
and the holders of Holdings Common Stock issued Form 8-K of Holdings dated September 27, 1993
as a part of the Units effective as of and incorporated herein by reference
September 27, 1993
27.1 <F*> Financial Data Schedule
<FN>
- --------------------
<F*> Filed herewith
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,231
<SECURITIES> 0
<RECEIVABLES> 47,905
<ALLOWANCES> 7,586
<INVENTORY> 63,719
<CURRENT-ASSETS> 141,434
<PP&E> 335,894
<DEPRECIATION> 92,120
<TOTAL-ASSETS> 578,509
<CURRENT-LIABILITIES> 113,101
<BONDS> 355,891
<COMMON> 5
0
0
<OTHER-SE> 7,670
<TOTAL-LIABILITY-AND-EQUITY> 578,509
<SALES> 554,194
<TOTAL-REVENUES> 554,194
<CGS> 465,105
<TOTAL-COSTS> 465,105
<OTHER-EXPENSES> 66,383
<LOSS-PROVISION> 491
<INTEREST-EXPENSE> 21,398
<INCOME-PRETAX> 817
<INCOME-TAX> 985
<INCOME-CONTINUING> (168)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (168)
<EPS-PRIMARY> (0.37)
<EPS-DILUTED> (0.37)
</TABLE>
