<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Commission File Number 0-24884
CANNONDALE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-0871823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16 TROWBRIDGE DRIVE, BETHEL, CT 06801
(Address of principal executive offices, including
zip code)
(203) 749-7000
(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 reports), Yes X No and (2) has been subject to such
filing requirements for the past 90 days Yes X No .
The number of shares outstanding of the issuer's Common Stock, $.01 par value,
as of May 4, 1998 was 8,108,088.
1
<PAGE> 2
CANNONDALE CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 28, 1998,
June 28, 1997 and March 29, 1997 3
Condensed Consolidated Statements of Earnings for the three
and nine months ended March 28, 1998 and March 29, 1997 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended March 28, 1998 and March 29, 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II Other Information 11
</TABLE>
2
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CANNONDALE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 28, 1998 JUNE 28, 1997 MARCH 29, 1997
-------------- ------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash ........................................ $ 1,189 $ 5,521 $ 3,088
Trade accounts receivable, less allowances of
$8,979, $6,432 and $7,805 ................ 77,484 61,272 76,183
Inventory ................................... 39,845 30,105 33,077
Deferred income taxes ....................... 1,903 2,623 2,985
Prepaid expenses and other current assets ... 3,425 2,386 1,637
--------- --------- ---------
Total current assets ............................ 123,846 101,907 116,970
Property, plant and equipment, net .............. 30,792 23,105 20,402
Other assets .................................... 3,051 2,272 1,611
--------- --------- ---------
Total assets .................................... $ 157,689 $ 127,284 $ 138,983
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................ $ 14,475 $ 12,330 $ 12,813
Revolving credit advances ................... 1,484 1,022 3,419
Income taxes payable ........................ 535 2,946 3,289
Warranty and other accrued expenses ......... 8,359 7,851 6,555
Current installments of long-term debt ...... 389 562 1,307
--------- --------- ---------
Total current liabilities ....................... 25,242 24,711 27,383
Long-term debt, less current installments ....... 53,045 20,319 33,608
Deferred income taxes ........................... 422 339 165
Other noncurrent liabilities .................... 275 294 294
--------- --------- ---------
Total liabilities ............................... 78,984 45,663 61,450
--------- --------- ---------
Stockholders' equity:
Common stock, $.01 par value:
Authorized shares - 40,000,000
Issued 8,711,088 shares,
Issued and outstanding shares -
8,687,615 and 8,673,634 ................. 87 87 87
Additional paid-in capital .................. 57,196 56,860 56,710
Less 505,000 shares in treasury at cost ..... (10,133) -- --
Retained earnings ........................... 33,752 26,053 21,741
Cumulative translation adjustment ........... (2,197) (1,379) (1,005)
--------- --------- ---------
Total stockholders' equity ...................... 78,705 81,621 77,533
--------- --------- ---------
Total liabilities and stockholders' equity ...... $ 157,689 $ 127,284 $ 138,983
========= ========= =========
</TABLE>
See accompanying notes
3
<PAGE> 4
CANNONDALE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT FOR PER-SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
--------- --------- --------- ---------
1998 1997 1998 1997
---- ---- ---- ----
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales .............................. $ 45,305 $ 48,229 $ 127,315 $ 120,403
Cost of sales .......................... 28,101 28,698 81,191 74,747
-------- -------- --------- ---------
Gross profit ........................... 17,204 19,531 46,124 45,656
-------- -------- --------- ---------
Expenses:
Selling, general and administrative 10,277 9,436 29,118 27,225
Research and development .......... 1,552 946 4,269 2,608
-------- -------- --------- ---------
11,829 10,382 33,387 29,833
-------- -------- --------- ---------
Operating income ....................... 5,375 9,149 12,737 15,823
-------- -------- --------- ---------
Other income (expense):
Interest expense................... (685) (543) (1,246) (1,231)
Other income ...................... 229 290 509 281
-------- -------- --------- ---------
(456) (253) (737) (950)
-------- -------- --------- ---------
Income before income taxes ............. 4,919 8,896 12,000 14,873
Income tax expense ..................... (1,733) (3,344) (4,301) (5,679)
-------- -------- --------- ---------
Net income ............................. $ 3,186 $ 5,552 $ 7,699 $ 9,194
======== ======== ========= =========
Basic income per common share:
Net income ........................ $ .38 $ .64 $ .90 $ 1.07
======== ======== ========= =========
Diluted income per common share:
Net income ........................ $ .37 $ .62 $ .87 $ 1.03
======== ======== ========= =========
</TABLE>
See accompanying notes
4
<PAGE> 5
CANNONDALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
MARCH 28, 1998 MARCH 29, 1997
-------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES ............... $(17,832) $(18,216)
-------- --------
INVESTING ACTIVITIES:
Capital expenditures ................................ (10,610) (6,215)
Proceeds from sale of headquarters facility ......... -- 1,676
-------- --------
Net cash used in investing activities ............... (10,610) (4,539)
-------- --------
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock .......... 337 746
Payments for the purchase of treasury stock ......... (10,133) --
Net proceeds from (repayments of) borrowings under
short-term revolving credit agreements .......... 585 (987)
Net proceeds from borrowings under long-term debt and
capital lease agreements ........................ 32,765 20,987
-------- --------
Net cash provided by financing activities ........... 23,554 20,746
-------- --------
Effect of exchange rate changes on cash ............. 556 792
-------- --------
Net decrease in cash ................................ (4,332) (1,217)
Cash at beginning of period ......................... 5,521 4,305
-------- --------
Cash at end of period ............................... $ 1,189 $ 3,088
======== ========
</TABLE>
See accompanying notes
5
<PAGE> 6
CANNONDALE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of Cannondale Corporation (the Company) have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three- and nine-month periods ended March 28, 1998 are
not necessarily indicative of the results that may be expected for the year
ending June 27, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended June 28, 1997
included in the Company's Annual Report on Form 10-K/A.
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where necessary, restated to
conform to the Statement 128 requirements.
2. INVENTORY
The components of inventory are as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 28, MARCH 29,
--------- ---------
1998 JUNE 28, 1997 1997
---- ------------- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Raw materials ..................... $ 21,255 $ 13,394 $ 14,888
Work-in-process ................... 2,481 1,455 1,834
Finished goods .................... 17,239 16,325 17,162
Less reserve for obsolete inventory (1,130) (1,069) (807)
-------- -------- --------
$ 39,845 $ 30,105 $ 33,077
======== ======== ========
</TABLE>
6
<PAGE> 7
\ CANNONDALE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. EARNINGS PER SHARE AMOUNTS
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
--------- --------- --------- ---------
1998 1997 1998 1997
---- ---- ---- ----
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NUMERATOR:
Numerator for basic and diluted
earnings per share - income available
to common stockholders ................ $3,186 $5,552 $7,699 $9,194
====== ====== ====== ======
DENOMINATOR:
Denominator for basic earnings per share -
weighted-average shares ............... 8,343 8,648 8,550 8,625
Effect of dilutive securities:
Employee stock options ................ 266 312 272 299
------ ------ ------ ------
Denominator for diluted earnings per share
- adjusted weighted-average shares and
assumed conversions ................... 8,609 8,960 8,822 8,924
====== ====== ====== ======
Basic earnings per share ................. $ .38 $ .64 $ .90 $ 1.07
====== ====== ====== ======
Diluted earnings per share ............... $ .37 $ .62 $ .87 $ 1.03
====== ====== ====== ======
</TABLE>
The following table sets forth the options to purchase shares of common stock at
the respective ranges of exercise prices that were not included in the
computation of diluted earnings per share because the options' exercise prices
were greater than the average market price of the common shares, and therefore,
the effect would be antidilutive:
<TABLE>
<CAPTION>
OPTIONS RANGE OF EXERCISE PRICES
------- ------------------------
<S> <C> <C>
Three months ended March 28, 1998................ 133,636 $20.69 - $22.63
Three months ended March 29, 1997................ 46,718 $21.50 - $22.63
Nine months ended March 28, 1998................. 102,277 $20.69 - $22.63
Nine months ended March 29, 1997................. 18,753 $21.50 - $22.63
</TABLE>
4. STOCK OPTIONS
On March 27, 1998, an aggregate of 509,426 options to purchase common stock with
exercise prices in excess of $17.63 were canceled and new options were issued in
replacement thereof with exercise prices of $16.50.
7
<PAGE> 8
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales. Net sales decreased from $48.2 million in the third quarter of fiscal
1997 to $45.3 million in the third quarter of fiscal 1998, a decrease of $2.9
million or 6.1%. The decrease in sales for the quarter was primarily caused by a
reduction in inventory by many of the Company's domestic dealers and bad weather
in the United States. For the first nine months, net sales increased 5.7% from
$120.4 million in fiscal 1997 to $127.3 million in fiscal 1998, an increase of
$6.9 million. The increase in sales for the first nine months of fiscal 1998 was
a primarily a result of strong international demand for Cannondale products.
Gross Profit. Gross profit as a percentage of net sales decreased to 38.0% for
the third quarter of fiscal 1998 compared to 40.5% for the third quarter of
fiscal 1997. The gross profit for the third quarter of 1998 was $17.2 million, a
decrease of $2.3 million, or 11.9% below the gross profit of $19.5 million for
the third quarter of fiscal 1997. For the first nine months of fiscal 1998,
gross profit as a percentage of net sales decreased to 36.2% compared to 37.9%
in fiscal 1997. The gross profit for the first nine months of fiscal 1998 was
$46.1 million, an increase of approximately $400,000 over the gross profit of
$45.7 million for the for the first nine months of fiscal 1997. In both periods,
the lower gross-profit rate primarily reflects the effect of a stronger U.S.
dollar on sales by the Company's foreign subsidiaries, as the cost of materials
purchased from the U.S. increased compared to the same period last year. The
impact of the stronger U.S. dollar offset the benefits of a mix that favored
international markets, cost-reduction programs and the Company's continued
integration of proprietary technology through the use of its Cannondale bicycle
frames, CODA components and HeadShok suspension systems.
Operating Expenses. Operating expenses were $11.8 million for the third quarter
of fiscal 1998, an increase of approximately $1.4 million, or 13.9% over the
third quarter fiscal 1997 operating expenses of $10.4 million. For the first
nine months of fiscal 1998, operating expenses were $33.4 million, an increase
of approximately $3.6 million, or 11.9% over the $29.8 million recorded for the
first nine months of fiscal 1997.
For both periods, increased selling, general and administrative expenses, offset
by the effect of a stronger U.S. dollar, were primarily associated with meeting
the Company's current and planned growth objectives. The additional expenses
related to personnel hired for the expanded field-sales force, increased
investment in international marketing, increased depreciation expense associated
with the growth of capital expenditures and expenses associated with upgrading
the Company's shipping system. As a percentage of net sales, selling, general
and administrative expenses remained relatively constant during the first nine
months of fiscal 1998 at 22.9%, compared to 22.6% during the prior-year period.
The increase in research and development expenses reflects the Company's
commitment to innovation and the generation of new products and manufacturing
processes. During the first nine months of fiscal 1998, as a percentage of net
<PAGE> 9
sales, the Company increased its investment in research and development to 3.4%
compared to 2.2% during the prior-year period.
Other income (expense). Interest expense for the third quarter of fiscal 1998
was $685,000, an increase of approximately $142,000 from the third quarter of
fiscal 1997. Adjusted for capitalized interest costs related to the construction
of the Company's new headquarters facility and the expansion of the
manufacturing facility, interest expense for the first nine months of fiscal
1998 was $1.3 million, an increase of approximately $103,000 from the first nine
months of fiscal 1997. In both periods, the increase in interest expense
reflects the effect of higher average borrowings primarily relating to the
Company's common stock repurchase program and increased capital expenditures,
partially offset by lower interest rates available under the Company's unsecured
multi-currency revolving credit facility.
In both periods, other income primarily represents the receipt of finance
charges payable by dealers.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $17.8 million for the first nine
months of fiscal 1998, which was relatively constant compared to the $18.2
million used for the first nine months of fiscal 1997. The net use of cash is
typical for the first nine months of the fiscal year due to seasonal activity,
which includes higher working capital requirements during the busiest shipping
period of the fiscal year and seasonal terms offered to dealers through the
Company's Authorized Retailer Program.
Capital expenditures were $10.6 million for the first nine months of fiscal
1998, compared to $6.2 million in the first nine months of fiscal 1997. The
increase in spending primarily reflects the completion of the Company's new
administrative headquarters and research and development facility and the
expansion of the Company's production facility in fiscal 1998, which was
required to support increases in production volume and to support future growth.
During fiscal 1997, the proceeds from the sale of the Company's former
headquarters facility, $1.7 million, were reinvested in this expansion.
Net cash provided by financing activities for the first six months of fiscal
1998 was $23.6 million, an increase of $2.9 million compared to the $20.7
million for the first nine months of fiscal 1997. Net cash provided by financing
activities in the first nine months of the fiscal year primarily represents
borrowings under the Company's long-term revolving credit facility to meet its
operating and capital requirements. The increase in proceeds from long-term
borrowings in fiscal 1998 primarily reflects the investment in its new
administrative headquarters and research and development facility and the
expansion of the Company's production facility, as well as the effect of the
repurchase of $10.1 million of the Company's common stock. The Company is
authorized to repurchase up to 1,000,000 shares of its common stock at an
aggregate price not to exceed $20 million. In order to accommodate the capital
requirements of the repurchase program, on October 14, 1997, the Company and its
lenders amended the revolving credit facility to allow the Company and its
subsidiaries to borrow up to $70 million. The amendment to the revolving credit
facility includes adjustments to specified levels of tangible net worth and cash
flow levels that the Company must maintain.
<PAGE> 10
The Company expects that cash flow generated by its operations and borrowings
under the revolving credit facilities will be sufficient to meet its planned
operating and capital requirements, and to accommodate the capital requirements
of the Company's share repurchase program for the foreseeable future.
YEAR 2000 COMPLIANCE
The Company has performed an examination of its hardware and software
applications to determine whether the systems it uses to operate its business
are prepared to accommodate the year 2000. Upon identifying the applications
that require modification to accommodate year 2000 dating, the Company initiated
a program to modify the software using third-party service providers. This
program is currently in process and the Company anticipates that it will be
completed by the end of fiscal year 1999. The Company believes that the cost
associated with the modifications of software will not be material to its
financial results. In concert with the Company's assessment of its internal
systems, it also initiated a program to contact its major third-party suppliers
to determine their status with year 2000 compliance. This program is in progress
and the Company has not completely assessed the status of its third-party
suppliers and the year 2000 problem. Based on its current examination of the
year 2000 problem and its progress with modifications to its internal systems,
the Company does not anticipate that the year 2000 problem will have a material
adverse impact on its operations or its financial condition.
<PAGE> 11
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
PAGE
(a) Index to Exhibits 13
(b) Reports on Form 8-K
None
11
<PAGE> 12
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.
CANNONDALE CORPORATION
Date: May 11, 1998 /s/ WILLIAM A. LUCA
------------------------------------
William A. Luca
Vice President of Finance, Treasurer
and Chief Financial Officer
(Principal Financial Officer
and authorized signatory)
12
<PAGE> 13
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1.11 Credit Agreement, dated February 5, 1998, between Cannondale
Europe B.V. and ABN AMRO Bank N.V..
10.68 Change of Control Employment Agreement, dated February 5, 1998,
between Cannondale Corporation and William A. Luca.
10.68.1 Change of Control Employment Agreement, dated February 5, 1998,
between Cannondale Corporation and Joseph S. Montgomery.
10.68.2 Change of Control Employment Agreement, dated February 5, 1998,
between Cannondale Corporation and John Moriarty.
10.68.3 Change of Control Employment Agreement, dated February 5, 1998,
between Cannondale Corporation and Daniel C. Alloway.
10.68.4 Cannondale Corporation Change of Control Separation Plan A.
10.68.5 Cannondale Corporation Change of Control Separation Plan B.
27 Financial Data Schedule
13
<PAGE> 1
Exhibit 10.1.11
[LOGO] ABN AMRO
CREDIT AGREEMENT
The undersigned:
1. Cannondale Europe B.V., established in Oldenzaal, hereinafter referred to
as 'the Borrower',
2. ABN AMRO Bank N.V., having its registered office in Amsterdam, the
Netherlands, hereinafter referred to as 'ABN AMRO'
have agreed as follows:
On the basis of the information supplied to ABN AMRO, the Borrower is granted a
facility on the terms and conditions and at the rates and charges stated in this
agreement and the appendix hereto. The facility is granted to finance the
Borrower's business activities.
The contingent liability facility is granted to the delivery of guarantees to
foreign offices and/or participations of ABN AMRO, for granting credit-
facilities to the Borrower by these concerning offices.
Facility amount NLG 12,500,000.=
Breakdown of facility amount
Overdraft facility NLG 10,000,000.=
Contingent liability facility NLG 2,500,000.=
Overdraft facility
The credit may also be used for drawing short-term loans in Netherlands
guilders.
The terms and conditions governing these short-term loans are already
incorporated in the short-term loan agreement of the 20th of June 1996.
Rates and Charges
Overdraft facility
- - Current debit interest rate 5.25% per annum
which is made up of:
- base rate 3.75% p.a. (minimum 3.50%)
- margin 1.50% p.a.
- - Facility fee free
Security and Covenants
- - Letter of Comfort from Cannondale Corporation, to be modelled on the
enclosed specimen (new).
Other provisions
- - With a view to the continuity of the Borrower's business, ABN AMRO deems
it necessary that the Borrower's tangible net worth must at all times
represent at least 25% of the (adjusted) balance sheet total.
<PAGE> 2
[LOGO] ABN AMRO
Credit Agreement Page 2
This criterion must be satisfied throughout the facility period. For the
purpose of this credit arrangement tangible net worth shall be understood
to mean: issued and paid-up share capital plus reserves, deferred taxation
liabilities (including WIR equalisation account) and loans subordinated to
the Borrower's debts to ABN AMRO, minus intangible assets, receivables
from shareholders and/or managing directors receivables from group
companies and the allied concerns (as far as these do not result form
normal business transactions with normal debtor term) and shares the
Borrower holds in his own company, as shown in the annual accounts
accompanied by an unqualified auditor's report drawn up by a registered
accountant/accountant administration consultant acceptable to ABN AMRO and
in accordance with the calculation bases and accounting principles applied
in the annual accounts as at the 30th of June 1997 (new).
- - ABN AMRO assumes that the Borrower is not responsible for the debts of the
parent company or group companies (new).
- - The enclosed ABN AMRO General Credit Provisions dated December 1995 will
apply. By signing this Credit Agreement the Borrower declares that he has
received a copy of said General Credit Provisions and is fully aware of
the contents thereof.
- - The following will apply in addition to the ABN AMRO General Credit
Provisions:
Until further notice beside the credit forex transactions can be effected.
Commitments arising from such transactions will be booked by ABN AMRO as a
contingent liability facility. The security and covenants provided for
this facility will also serve to cover the exposure arising from such
transactions.
Signature:
Oldenzaal, the 5th of February 1998
ABN AMRO N.V.
Oldenzaal branch, St. Plechelmusplein 9
/s/ F. Hoogstrate
/s/ Lynn Den Daas
Oldenzaal, April 6, 1998
Cannondale Europe B.V.
<PAGE> 3
[LETTERHEAD OF CANNONDALE]
To: ABN AMRO Bank N.V.
LETTER OF COMFORT
We are aware that you have extended or will extend credit facilities to
Cannondale Europe B.V. of which we are the sole shareholder. We will maintain
our interest in the above company, even when losses are sustained. Furthermore,
we will not transfer title to or change the shares without prior consultation
with you. Our policy is and will continue to be aimed at providing the above
company with sufficient funds to be able at all times to meet their obligations
to you.
Signed by: /s/ William A. Luca
--------------------------------------------------
William A. Luca
Chief Financial Officer, Treasurer, Vice President
Date: March 3, 1998
<PAGE> 4
[LOGO] ABN AMRO ABN AMRO General Credit Provisions
consisting of:
I General Provisions
II General Provisions governing Overdraft and
Contingent Liability Facilities
III General Provisions governing Loans
(December 1995)
<PAGE> 5
- --------------------------------------------------------------------------------
I General Provisions
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Definitions
- --------------------------------------------------------------------------------
In these ABN AMRO General Credit Provisions the following expressions shall have
the following meanings:
a 'Borrower' shall mean the legal or natural person or persons, both together
and individually, to whom the Credit has been or will be made available;
b 'ABN AMRO' shall mean ABN AMRO Bank N.V.;
c 'Credit Agreement' shall mean the agreement concluded between the Borrower and
ABN AMRO in which these ABN AMRO General Credit Provisions have been stated to
apply;
d 'Credit' shall mean overdraft facilities and/or contingent liability
facilities and/or loans granted to the Borrower under the Credit Agreement.
- --------------------------------------------------------------------------------
2. Availability
- --------------------------------------------------------------------------------
The Credit will not be made available to the Borrower until all security
interests, covenants, documents and information stated in the Credit Agreement
have been provided and the other terms and conditions stipulated in the Credit
Agreement regarding availability of the Credit have also been complied with.
- --------------------------------------------------------------------------------
3. Security and covenants
- --------------------------------------------------------------------------------
3.1. Agreements and priority
Any security and covenants provided shall serve to secure all present and future
indebtedness of the Borrower to ABN AMRO on any account whatsoever, and shall be
documented using agreements to be determined by ABN AMRO or in the Credit
Agreement. Any costs involved shall be for the Borrower's account. Unless
otherwise stated, security interests in favour of ABN AMRO shall rank prior to
any other charges.
3.2. Mortgage
If a mortgage is given, in addition to the provisions contained in the mortgage
deed, the General Terms and Conditions for Mortgages (Algemene Bepalingen voor
Hypotheekstelling) shall also apply. A mortgage interest in respect of various
registered properties shall be created by means of separate mortgages in respect
of each property individually, in each case for the full principal plus interest
and costs.
3.3. Disclosure
The Borrower agrees that if third parties have provided security or covenants,
ABN AMRO may provide such third parties with information about his financial
position and any facts relating to the Credit which may be of importance to such
third parties.
- --------------------------------------------------------------------------------
4. Plurality of Borrowers/joint and several liability
- --------------------------------------------------------------------------------
If the Borrower consists of various legal or natural persons, each of them shall
irrevocably be jointly and severally liable to ABN AMRO for all present or
future indebtedness of any or all of them to ABN AMRO on account of the Credit
or on any other account whatsoever, whether as part of ordinary banking business
or otherwise. Unless otherwise stated, notices and communications to the
Borrower first named in the Credit Agreement shall be deemed to have been given
or made to all jointly and severally liable persons. This provision shall not
apply if the Borrower is jointly and severally liable to ABN AMRO under a
separate agreement concluded to that effect.
- --------------------------------------------------------------------------------
5. Negative Pledge
- --------------------------------------------------------------------------------
As long as the Borrower owes ABN AMRO any sum on any account whatsoever, or may
in any manner become indebted to ABN AMRO as a result of present or future
obligations, the Borrower shall not transfer, or promise to transfer, title to
all or any of his assets except where such transfer forms part of his ordinary
business, or charge, or promise to charge, all or any of his assets in favour of
a third party unless he has obtained the prior express consent of ABN AMRO.
- --------------------------------------------------------------------------------
6. Insurance
- --------------------------------------------------------------------------------
The Borrower shall at all times provide for sufficient and adequate insurance
against general business risks as well as the specific risks pertaining to his
line of business.
- --------------------------------------------------------------------------------
7. Restructuring clause (companies only)
- --------------------------------------------------------------------------------
The Borrower shall notify ABN AMRO without delay of any changes in the structure
of his company and any subsidiaries and group companies, including changes in
the person or persons of any shareholders of the Borrower and any subsidiaries
and group companies.
- --------------------------------------------------------------------------------
8. Costs and expenses
- --------------------------------------------------------------------------------
All costs and expenses incurred in connection with the Credit Agreement,
including any taxes payable by ABN AMRO (other than on net profit), as well as
any reasonable costs and expenses incurred by ABN AMRO in connection with the
Borrower's failure to comply with or fulfil any obligation under the Credit
Agreement at the time and in the manner required, including collection charges,
fees of legal consultants and other experts and costs of proceedings,
irrespective against whom brought, shall be for the account of the Borrower and
be paid by the Borrower on ABN AMRO's first demand.
- --------------------------------------------------------------------------------
9. Information
- --------------------------------------------------------------------------------
9.1. Annual accounts
The Borrower shall send ABN AMRO a copy of his balance sheet, profit and loss
account and notes thereto for the past financial year immediately after
completion but in any event not later than six months after the end of his
financial year.
- --------------------------------------------------------------------------------
9.2. Details
- --------------------------------------------------------------------------------
The Borrower shall provide ABN AMRO, both on its first demand and unsolicited,
with any details of his financial position and business developments which may
have a material effect on his financial position.
- --------------------------------------------------------------------------------
10. General Conditions
- --------------------------------------------------------------------------------
All relations between the Borrower and ABN AMRO shall be governed by the General
Conditions (Algemene Voorwaarden) of ABN AMRO. By signing the Credit Agreement
the Borrower declares that he has received a copy of said General Conditions.
<PAGE> 6
- --------------------------------------------------------------------------------
II General Provisions governing Overdraft and Contingent Liability Facilities
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. USE
- --------------------------------------------------------------------------------
1.1. Overdraft facility
An overdraft facility may be used to borrow money on current account, and if
agreed explicitly, to enter into contingent liabilities with a maximum term of
one year, such as those arising from the issuance of guarantees, the issuance of
letters of credit, the discounting of bills and any other purposes stated in the
Credit Agreement.
1.2 Contingent liability facility
A contingent liability facility may be used for the purpose stated in the Credit
Agreement.
- --------------------------------------------------------------------------------
2. Exposure/unused part of facility
- --------------------------------------------------------------------------------
2.1 Overdraft facility
The limit of an overdraft facility shall always be reduced by the obligations of
the Borrower to ABN AMRO on account of:
- - the current account debit balance (including accrued interest and fees);
- - contingent liabilities such as those arising out of obligations ABN AMRO
has undertaken against third parties for the account and at the risk of
the Borrower, unless such obligations can be charged to a contingent
liability facility granted to the Borrower.
If the Borrower maintains various current accounts, the current account debit
balance shall be the net amount of the combined debit and credit balances
(including accrued interest and fees) of such current accounts. The unused part
of the overdraft facility remaining after deduction of the above exposures shall
be available to the Borrower.
2.2 Contingent liability facility
The limit of a contingent liability facility shall always be reduced by the
obligations of the Borrower to ABN AMRO arising out of the use of such facility
in conformity with the purpose stated in the Credit Agreement insofar as such
obligations are not yet due and payable. The unused part of the contingent
liability facility remaining after deduction of such exposure shall be available
to the Borrower.
- --------------------------------------------------------------------------------
3. Interest and fees
- --------------------------------------------------------------------------------
3.1 Calculation basis of debit interest
In calculating interest on debit balances in Netherlands guilders up to the
agreed limit of the overdraft facility, ABN AMRO shall apply a base rate. Until
further notice the ABN AMRO base rate shall be the promissory note discount rate
as determined from time to time by the Netherlands central bank (De
Nederlandsche Bank N.V.) plus a temporary surcharge, if applicable, subject to
the minimum base rate stated in the Credit Agreement. The base rate shall be
increased by an individual margin stated in the Credit Agreement. As soon as the
Netherlands central bank changes the promissory note discount rate, or ABN AMRO
changes the surcharge or alters the composition or method of calculation of the
base rate, the debit interest rate shall be adjusted accordingly. ABN AMRO shall
announce changes in the debit interest surcharge as well as any alterations in
the composition or method of calculation of the base rate in at least three
national daily newspapers with a large circulation in the Netherlands. Interest
on debit balances in currencies other than the Netherlands guilder shall be
payable at a rate to be determined by ABN AMRO.
3.2 Interest on overdrafts exceeding the agreed limit
Without prejudice to the provisions in 2.1 above, compensation to be determined
by ABN AMRO shall be payable in respect of the amount by which the debit balance
of the Borrower exceeds the limit of the overdraft facility.
3.3 Payment of debit interest and fees
Debit interest and fees payable by the Borrower shall be charged to his current
account as follows:
- - debit interest once every quarter;
- - fees at the times to be specified by ABN AMRO.
If the Borrower maintains various current accounts with ABN AMRO, ABN AMRO shall
have the right to charge debit interest and fees to one of these accounts.
- --------------------------------------------------------------------------------
4. Cancellation
- --------------------------------------------------------------------------------
Both the Borrower and ABN AMRO may cancel an overdraft facility and contingent
liability facility at any time.
<PAGE> 7
- --------------------------------------------------------------------------------
III General Provisions governing Loans
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Availability
- --------------------------------------------------------------------------------
The following shall apply in addition to the provisions in 2 of the General
Provisions:
1. ABN AMRO shall not be obliged to make the loan amount available if any of the
events mentioned in 5 below occurs;
2. If the amount of the loan shall not have been fully drawn by the agreed
ultimate drawing date, ABN AMRO shall in its discretion be entitled without any
further instructions from the Borrower to make the undrawn part of the loan
available to the Borrower as of that date.
- --------------------------------------------------------------------------------
2. Calculation of Interest
- --------------------------------------------------------------------------------
Interest shall be calculated on the basis of a 360-day year and the actual
number of days elapsed in any month.
- --------------------------------------------------------------------------------
3. Refixing of Interest
- --------------------------------------------------------------------------------
3.1 If a fixed interest rate has been agreed, ABN AMRO shall not later than two
weeks prior to an agreed interest refixing date notify the Borrower in writing
of the proposed - fixed or floating - interest rate for the subsequent fixed
rate period. Agreement shall be reached not later than one week prior to the
interest refixing date. If the Borrower shall fail to respond to said notice
from ABN AMRO not later than one week prior to the interest refixing date, the
Borrower shall be deemed to have opted for the interest rate applicable to the
shortest fixed rate period stated in said notice. If ABN AMRO shall fail to give
said notice within the stated period, it shall nevertheless be at liberty to do
so at a later date. ABN AMRO shall then offer the Borrower either the interest
rate which it would have quoted on the basis of its prevailing interest rates
had such notice been given in time or, if this should be lower, the interest
rate it is able to quote on the basis of its interest rates prevailing at the
time of such later notice.
3.2 If a floating interest rate has been agreed, the interest rate accepted by
the Borrower during the first two months of a calendar quarter shall apply until
the first day of the subsequent calendar quarter, and the interest rate accepted
by the Borrower during the third month of a calendar quarter shall apply until
the first day of the second following calendar quarter. Thereafter this interest
rate, or the interest rate subsequently refixed in accordance with the
provisions below, shall always apply for a period of three months. During the
remainder of the term of the loan, ABN AMRO shall refix the interest rate
whenever, in its opinion, having regard to money and capital market
developments, the interest rate as at the fifteenth calendar day in the third
month of any calendar quarter - or if ABN AMRO is not open for business on that
day, the interest rate on the preceding business day - differs 0.25% or more
from the interest rate then applicable pursuant to the Credit Agreement. The
interest rate so refixed shall become effective from the first day of the
subsequent calendar quarter. ABN AMRO shall notify such refixing to the Borrower
in writing at least eleven days prior to the first day of the calendar quarter.
If the Borrower does not agree to the refixed interest rate, the Borrower shall
inform ABN AMRO not later than one week prior to the interest refixing date. If
the Borrower shall fail to respond to the written notice from ABN AMRO not later
than one week prior to the interest refixing date, the Borrower shall be deemed
to have agreed to the interest rate quoted. If the Borrower shall so request
not later than two weeks prior to the first day of the subsequent calendar
quarter or on an interest refixing, ABN AMRO shall as from the first day of the
subsequent calendar quarter convert such floating rate loan into a fixed rate
loan at ABN AMRO's interest rate then prevailing.
3.3 In the case of a loan denominated in a currency other than the Netherlands
guilder, the Borrower shall contact ABN AMRO by telephone before 10.00 a.m.
(Amsterdam time) two business days prior to the agreed interest refixing date.
Business day shall mean a day on which banking institutions in the Netherlands
and the country where the currency in which the loan is denominated is the
national unit, are open for business. During, or immediately after such
telephone call, ABN AMRO shall quote the interest rate for the subsequent fixed
rate period. If ABN AMRO and the Borrower then reach agreement, ABN AMRO shall
confirm the interest rate to the Borrower in writing. If the Borrower shall fail
to contact ABN AMRO before the time indicated above, ABN AMRO shall have the
right to refix the interest rate on the basis of a one-year fixed rate period.
3.4 If ABN AMRO and the Borrower shall fail, or shall be deemed to have failed,
to reach agreement on the interest rate for and the length of the subsequent
fixed rate period, the Borrower shall be obliged on such interest refixing date
to pay all sums due and owing to ABN AMRO under the Credit Agreement. The
Borrower shall not be liable to pay compensation for losses sustained and income
lost in respect of such early repayment.
3.5 Upon the expiration of a period of not less than three months from the date
of the Credit Agreement, ABN AMRO shall notwithstanding the above provisions be
entitled at its discretion to refix the agreed interest rate if;
a. the cost to ABN AMRO of funding or continuing to fund the loan is above the
level at the time when the Credit Agreement was entered into, and
b. such increase is the consequence of credit restrictions, changes in capital
adequacy requirements or other rules and regulations (including guidelines the
observance of which is requested) of the Netherlands central bank or of Dutch,
foreign or international monetary authorities.
- --------------------------------------------------------------------------------
4. Early repayment
- --------------------------------------------------------------------------------
4.1 The Borrower shall only be entitled to make early repayments on loans in
Netherlands guilders (NLG) without compensation for losses sustained and income
lost provided all the following conditions are complied with:
a. the Borrower has given ABN AMRO at least one month's prior notice by
registered letter, indicating the amount and date of the intended early
repayment;
b. the early repayment shall coincide with a contractual repayment date or an
agreed interest payment date;
c. the prepaid mount shall be at least NLG 1,000 or a multiple thereof, subject
to a maximum in any one calendar year of 5% of the original principal amount of
the loan;
d. the Borrower shall prove to ABN AMRO's satisfaction that he is making such
early repayment out of his own resources. Early repayments in respect of loans
denominated in currencies other than the Netherlands guilder shall always be
subject to payment by the Borrower of compensation as determined in accordance
with the provisions in 4.2 below.
4.2 If the Borrower wishes to make an early repayment in a manner other or an
amount higher than indicated in 4.1, he shall be liable to pay ABN AMRO
compensation for losses sustained and income lost together with such early
repayment.
<PAGE> 8
In the case of a floating interest rate being applicable, this compensation
shall be 1% of the amount prepaid in a manner other than agreed or in excess of
the maximum agreed. In the case of a fixed interest rate being applicable, this
compensation shall be the difference between:
a. the aggregate of the present values of the interest payments which pursuant
to the Credit Agreement ABN AMRO would have received in respect of the amount
prepaid in a manner other than agreed or in excess of the maximum agreed in
respect of the period from the date of prepayment until the final repayment date
or the next interest refixing date (whichever shall be the earlier) had such
prepayment not been made, and
b. the aggregate of the present values of the interest payments which ABN AMRO
could receive on interbank loans where the principal amount is comparable to the
amount prepaid in a manner other than agreed or in excess of the maximum agreed
and of which the term is comparable to the period referred to in 4.2 a. hereof,
but in any event not less than 1% of the amount prepaid in a manner other than
agreed or in excess of the maximum agreed. The present value of the interest
payments shall be calculated at the interbank rare applicable on the date of the
prepayment. ABN AMRO shall give sufficient notice of the amount of compensation
to the Borrower.
4.3 Upon giving notice of an intended early repayment, the Borrower shall be
obliged to make such early repayment.
4.4 Early repayments shall be applied in reduction of the contractual repayments
in reverse order of their maturity dates.
4.5 If the loan is repaid on an annuity basis, i.e. by installments consisting
of a decreasing interest component and an increasing principal component, ABN
AMRO shall refix the remaining term of the loan, so that as far as possible the
original instalments shall remain unchanged.
- --------------------------------------------------------------------------------
5. Events of Default
- --------------------------------------------------------------------------------
5.1 The outstanding balance of the principal amount of the loan together with
accrued interest and any other sum due from the Borrower under the Credit
Agreement shall be payable to ABN AMRO forthwith and in full without any demand
or default notice being required:
a. if the Borrower fails to comply with or fulfil, at the time and in the manner
required, any obligation towards ABN AMRO whether arising under the Credit
Agreement or otherwise;
b. if the Borrower fails to comply with or fulfil, at the time and in the manner
required, any obligation under any other loan or financing arrangement with or
any guarantee towards third parties;
c. if the Borrower decides to cease practicing his profession or carrying on his
business, to discontinue, sell, let or transfer title to the whole or part of
his business or practice, or is suspended, removed, or dismissed from his
profession, office or function; if a license, permit, or registration which the
Borrower requires in order to practise his profession or to carry on his
business expires or is refused or withdrawn; if the nature of the Borrower's
profession or business in the opinion of ABN AMRO is changed in a material way;
if the Borrower decides to transfer abroad the practice of his profession or the
running of his business; if the Borrower acts contrary to any statutory
regulations with respect to his profession or business; if the Borrower ceases
to pursue the present corporate objects set out in his memorandum and articles
of association or loses his legal status;
d. if the partnership agreement (maatschaps of venootschapscontract) is
terminated, or if there is an accession or departure of one or more partners, or
if there is a dissolution or winding up (liquidatie) or a decision or an obvious
intention to dissolve or wind up;
e. if the Borrower dies, is placed under curatorship or otherwise loses his
legal capacity; if he takes up residence abroad, or changes the terms of his
marriage settlement; if any matrimonial regime of property governing the
Borrower is dissolved; if the assets of the Borrower are wholly or partly placed
under supervision (bewind);
f. if the Borrower or one of his partners applies for a moratorium or other
judicial postponement of payment of debts, files a bankruptcy or winding-up
petition, is adjudicated bankrupt or wound-up, proposes an extrajudicial
arrangement or composition with his creditors or, when insolvent, transfers any
of his assets to his creditors (boedelafastand);
g. if the whole or, in the opinion of ABN AMRO, a substantial part of the
Borrower's assets is taken in execution or attached by way of security and such
attachment is not lifted or discharged within 30 days after having been
effected; if the whole or, in the opinion of ABN AMRO, a substantial part of the
Borrowers properties is sold, encumbered, expropriated, confiscated, lost or
damaged;
h. if the Borrower merges or associates with one or more third parties or if, in
the opinion of ABN AMRO, a significant change -- whether or not as a consequence
of the transfer of shares -- has taken place in the control of the Borrower's
business or practice or if the memorandum and articles of association or the
rules or regulations of the Borrower are, in the opinion of ABN AMRO, amended to
a significant extent;
i. if the Borrower, without ABN AMRO's prior written consent, releases his
shareholders from liability to further calls on partly paid-up shares, if he
purchases his own shares, redeems his shares or makes a distribution from his
reserves, which shall include a decision or an obvious intention to do so;
j. if any circumstances mentioned in b. to i. (inclusive) occur in respect of a
surety, a guarantor, jointly and severally liable debtor or a person who has
provided ABN AMRO with any other type of security for the loan; if the surety or
guarantor cancels or withdraws a surety bond or guarantee issued by him to ABN
AMRO on the Borrower's behalf; if a third party which has provided or has
promised to provide ABN AMRO with security for the loan defaults in the
performance of any obligation in respect of the security provided or promised;
k. if any circumstances mentioned in b. to i. (inclusive) occur in respect of
one or more businesses or companies which are included in the Borrower's
consolidated balance sheet, or in respect of one or more businesses or companies
which have a controlling interest in the Borrower, or if any such business or
company defaults in the performance of any obligation towards ABN AMRO in
connection with credit and/or guarantee facilities granted by ABN AMRO;
l. (in the case of a mortgage on any registered property other than referred to
in m. below) if the whole or any part of the mortgaged property is attached,
expropriated, declared unfit for occupation, listed as a national monument,
re-divided (opneming in ruilverkaveling), demolished, lost or damaged, if a
leasehold (erfpachtsrecht), a building right (opatairecht) or a right to use an
apartment (gebruiksrecht van het appartement) is completely or partially lost,
terminated or cancelled, if the conditions governing a leasehold or a building
right are altered; the sub-division (splitsing) of the mortgaged property is
terminated or the relevant deed or regulations are amended, if
<PAGE> 9
the leaseholder or the holder of a building right fails to perform or acts
contrary to any statutory provisions with respect to the conditions governing
the leasehold or building right, if the owner or occupier of an apartment fails
to perform or acts contrary to any statutory provisions with respect to the
right to use an apartment or any provision contained in the agreement for
sub-division or the regulations;
m. (in the case of a mortgage on a ship) if the whole or any part of a mortgaged
ship is attached, is classified in a lower category, loses its national
registration or changes the same, is requisitioned, is the subject matter of
abandonment, is missing, laid up, broken up, wrecked or damaged;
n. if all or any of the goods, properties and other assets (goederen) provided
to ABN AMRO as security for the loan other than those referred to in l. and m.
are lost, destroyed or damaged or expire for any reason whatsoever;
n. if the Borrower has given ABN AMRO incorrect information or has withheld
information from ABN AMRO which it deems significant in connection with the
conclusion of the Credit Agreement;
p. if the loan is not used for the purpose for which it was granted, or if in
the opinion of ABN AMRO, it is clear that the purpose for which the loan was
granted has not been achieved or will not be achieved either wholly or to a
significant extent;
q. if any legislation or its interpretation is changed or a governmental action
is taken, which affects or may affect the Credit Agreement and/or the security
provided and/or the value thereof, and the Borrower and ABN AMRO have not within
a reasonable period to be determined by ABN AMRO reached a written agreement
adjusting the relevant provisions and/or security on such a basis that, in the
opinion of ABN AMRO, the position of ABN AMRO is not adversely affected.
5.2 The Borrower shall forthwith notify ABN AMRO of the occurrence of any events
mentioned in 5.1 b. to n. (inclusive).
5.3 If ABN AMRO demands repayment of the loan pursuant to the above provisions,
the Borrower shall forthwith pay ABN AMRO lump sum compensation for losses
sustained and income lost. Such compensation shall be 1% of the amount repayable
but shall not be due if the demand for repayment results from the death of the
Borrower. This shall not affect the provisions in 4.
- --------------------------------------------------------------------------------
6. Due dates
- --------------------------------------------------------------------------------
6.1 If ABN AMRO has not received any sum due to it under the Credit Agreement on
the agreed due date, the Borrower shall be liable to pay ABN AMRO default
interest on the overdue amount as from the due date, without prejudice to ABN
AMRO's other rights. Such default interest shall be payable forthwith. Amounts
in relation to which no specific due dates have been stipulated in the Credit
Agreement shall, for the purpose of the above provisions, be payable on the day
stipulated by ABN AMRO for payment.
6.2 The rate of default interest shall be three percentage points above the
contractual interest rate per annum applicable to the loan. Default interest
shall be calculated on a monthly basis, part of a month being counted as a full
month. As regards late repayment of principal, the default interest rate shall,
as from the due date of such amount of principal, replace the contractual
interest rate then applicable to the loan.
- --------------------------------------------------------------------------------
7. Payments
- --------------------------------------------------------------------------------
7.1 The Borrower shall make all payments to ABN AMRO without any costs to ABN
AMRO and without any deduction or setoff. These payments shall be made on the
due dates at ABN AMRO's branch where the loan is administered, unless ABM AMRO
has notified the Borrower of another address for payment.
7.2 ABN AMRO shall be entitled, but not obliged, to debit all amounts payable by
the Borrower to ABN AMRO under the Credit Agreement to the Borrower's current
account at ABN AMRO on the agreed due dates. The Borrower shall be responsible
for ensuring that this debit will not exceed the amount available for payments
and withdrawals from such account.
7.3 Payments shall be applied as follows: firstly to costs and expenses
incurred, secondly to compensation for losses sustained and income lost and
default interest, thirdly to fees and commissions and interest, and fourthly to
principal.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-27-1998
<PERIOD-START> JUN-29-1997
<PERIOD-END> MAR-28-1998
<CASH> 1,189
<SECURITIES> 0
<RECEIVABLES> 86,463
<ALLOWANCES> 8,979
<INVENTORY> 39,845
<CURRENT-ASSETS> 123,846
<PP&E> 51,173
<DEPRECIATION> 20,381
<TOTAL-ASSETS> 157,689
<CURRENT-LIABILITIES> 25,242
<BONDS> 53,045
0
0
<COMMON> 87
<OTHER-SE> 78,618
<TOTAL-LIABILITY-AND-EQUITY> 157,689
<SALES> 127,315
<TOTAL-REVENUES> 127,315
<CGS> 81,191
<TOTAL-COSTS> 81,191
<OTHER-EXPENSES> 33,387
<LOSS-PROVISION> 5,427
<INTEREST-EXPENSE> 1,246
<INCOME-PRETAX> 12,000
<INCOME-TAX> 4,301
<INCOME-CONTINUING> 7,699
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,699
<EPS-PRIMARY> .90<F1>
<EPS-DILUTED> .87
<FN>
<F1>Represents basic income per common share
</FN>
</TABLE>
