UNITED STATES
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 July 4, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________ to __________
Commission File Number 01-1097
THE STANDARD REGISTER COMPANY
(Exact name of registrant as specified in its charter)
OHIO CORPORATION 31-0455440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 ALBANY STREET, DAYTON, OHIO, 45401
(Address of principal executive offices)
(Zip Code)
(937) 443-1000
(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), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
CLASS OUTSTANDING AS OF August 9, 1999
Common Stock - $1.00 Par Value 23,466,907
Class A Stock - $1.00 Par Value 4,725,000
<PAGE>
INDEX
Page
----
Part I - Financial Information
Item 1. Financial Statements
a) Statement of Income
for the13 Weeks Ended July 4, 1999
and June 28, 1998 and for the 26
Weeks Ended July 4, 1999 and
June 28, 1998 4
b) Balance Sheet
as of July 4, 1999 and
January 3, 1999 5
c) Statement of Cash Flows
for the 26 Weeks Ended
July 4, 1999 and June
28, 1998 6
d) Note to Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8-11
Item 3. Quantitative and Qualitative Disclosure
About Market Risk 11
Part II - Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Security Holders 12-13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of the Registrant included herein have
been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Although
certain information normally included in financial statements
prepared in accordance with generally accepted accounting
principles has been condensed or omitted, the Registrant believes
that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial
statements are read in conjunction with the financial statements
and notes thereto included in the Annual Report on Form 10-K of
the Registrant for the year ended January 3, 1999, and Current
Report on Form 8-K as filed on April 15, 1999.
The financial statements included herein reflect all adjustments
(consisting only of normal recurring accruals) which, in the
opinion of management, are necessary to present a fair statement
of the results for the interim periods. The results for interim
periods are not necessarily indicative of trends or of results to
be expected for a full year.
<TABLE>
a) STATEMENT OF INCOME (In Thousands except Data Per Share)
Second Quarter Six Months
13 Weeks Ended 26 Weeks Ended
July 4, June 28, July 4, June 28,
1999 1998 1999 1998
------- -------- ------ --------
<S> <C> <C> <C> <C>
TOTAL REVENUE $335,637 $309,005 $662,623 $629,094
------- ------- ------- -------
COSTS AND EXPENSES
Cost of Products Sold 205,479 192,282 404,370 396,325
Engineering and Research 2,153 2,346 4,113 5,042
Selling and
Administrative 86,962 79,475 174,271 162,201
Depreciation and
Amortization 12,841 11,192 25,053 22,459
Interest 3,522 3,614 7,006 7,044
------- ------- ------- -------
Total Costs and Expenses 310,957 288,909 614,813 593,071
------- ------- ------- -------
INCOME BEFORE INCOME
TAXES 24,680 20,096 47,810 36,023
Income Taxes 9,901 8,061 19,327 14,364
------- ------- ------- -------
Income From Continuing
Operations $14,779 $ 12,035 $28,483 $21,659
------- ------- ------- -------
Discontinued Operations:
Current Year (Loss)/
Income, Net of Tax 0 333 (509) 400
Gain on Disposal, Net
of Tax 1,116 0 14,875 0
------- ------- ------- -------
NET INCOME $15,895 $12,368 $ 42,849 $ 22,059
------- ------- ------- -------
------- ------- ------- -------
Average Number of
Shares Outstanding -
Basic 28,140 28,445 28,266 28,435
Average Number of
Shares Outstanding -
Diluted 28,271 28,606 28,419 28,609
EARNINGS PER SHARE
DATA - BASIC:
Income From Continuing
Operations $ 0.53 $ 0.42 $ 1.01 $ 0.76
Discontinued Operations,
Current Year (Loss)/
Income $ 0.00 $ 0.02 $ (0.02) $ 0.02
Gain on Disposal $ 0.04 $ 0.00 $ 0.53 $ 0.00
Net Income $ 0.57 $ 0.44 $ 1.52 $ 0.78
EARNINGS PER SHARE
DATA - DILUTED:
Income From Continuing
Operations $ 0.52 $ 0.42 $ 1.00 $ 0.76
Discontinued Operations,
Current Year (Loss)/
Income $ 0.00 $ 0.01 $ (0.02) $ 0.01
Gain on Disposal $ 0.04 $ 0.00 $ 0.52 $ 0.00
Net Income $ 0.56 $ 0.43 $ 1.50 $ 0.77
Dividends Paid Per
Share $ 0.22 $ 0.21 $ 0.44 $ 0.42
</TABLE>
See note to financial statements.
<TABLE>
b) BALANCE SHEET (Dollars in Thousands)
Jul 4, Jan 3,
ASSETS 1999 1999
CURRENT ASSETS ------ ------
<S> <C> <C>
Cash and Cash Equivalents $ 47,993 $ 9,792
Short Term Investments 480 6,530
Accounts Receivable 279,673 302,261
Allowance for Losses (14,142) (14,158)
Inventories
Finished Products 111,322 104,982
Jobs in Process 10,258 18,075
Materials and Supplies 12,698 15,319
Deferred Income Taxes 19,065 19,065
Prepaid Expense 13,632 11,929
Total Current Assets 480,979 473,795
-------- -------
PLANT AND EQUIPMENT
Buildings and Improvements 90,596 93,552
Machinery and Equipment 271,228 306,658
Office Equipment 63,929 98,209
-------- -------
Total 425,752 498,419
Less Accumulated Depreciation 160,012 182,218
-------- -------
Depreciated Cost 265,740 316,201
Construction in Process 57,297 44,732
Land 10,279 7,228
-------- -------
Total Plant and Equipment 333,316 368,161
OTHER ASSETS
Goodwill 54,145 57,825
Prepaid Pension Expense 76,426 73,538
Other 15,222 11,758
-------- -------
Total Other Assets 145,793 143,121
-------- -------
TOTAL ASSETS $960,088 $985,077
-------- -------
-------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current Portion of Long-Term Debt 555 525
Accounts Payable 22,332 29,967
Dividends Payable - 6,251
Accrued Compensation 36,938 44,406
Accrued Other Expense 6,285 12,158
Accrued Taxes, except Income 5,860 9,329
Income Taxes Payable 20,521 1,335
Customer Deposits 263 3,138
Deferred Service Contract Income 8,732 8,404
Accrued Restructuring 13,160 14,843
-------- -------
Total Current Liabilities 114,646 130,356
-------- -------
LONG-TERM LIABILITIES
Long-Term Debt 203,520 234,075
Deferred Compensation 6,175 3,795
Retiree Healthcare 55,057 55,057
Deferred Income Taxes 31,416 40,829
-------- -------
Total Long-Term Liabilities 296,168 333,756
-------- -------
SHAREHOLDERS' EQUITY
Common Stock, $1.00 Par Value
24,444,306 Shares Issued in 1999 24,444
24,391,072 Shares Issued in 1998 24,391
Class A Stock, $1.00 Par Value
4,725,000 Shares Issued 4,725 4,725
Capital in Excess of Par Value 35,183 33,957
Accumulated Other Comprehensive Income (1,161) (1,161)
Retained Earnings 516,326 479,679
Treasury Stock
977,731 Shares at Cost (28,263)
701,152 Shares at Cost (19,614)
Common Stock held in Grantor Trust
58,143 Shares at Cost (1,980)
26,284 Shares at Cost - (1,012)
-------- -------
Total Shareholders' Equity 549,274 520,965
-------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $960,088 $985,077
-------- -------
-------- -------
</TABLE>
See note to financial statements.
<TABLE>
c) STATEMENT OF CASH FLOWS (Dollars in Thousands)
Six Months
26 Weeks Ended
July 4, June 28,
1999 1998
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $42,849 $22,059
Add Items Not Affecting Cash:
Depreciation and Amortization 26,794 27,045
(Gain)/Loss on Sale of Plant Assets (23,087) 87
Net Change to Investments 6,050 21
Net Change to Retiree Healthcare 0 831
Net Change to Deferred Income Taxes (9,413) 0
Net Change to Deferred Compensation 2,380 2,653
Increase/(Decrease) in Cash Arising
from Changes in Assets and Liabilities:
Accounts Receivable 6,088 8,838
Deferred Accounts Receivable 631 46,255
Inventories 617 (58,085)
Other Assets (6,848) 5,863
Prepaid Pension (2,888) 4,725
Accounts Payable and Accrued Expenses (19,644) (24,374)
Accrued Restructuring Expenses (1,683) (9,378)
Income Taxes Payable 19,186 (1,920)
Customer Deposits (2,875) (747)
Deferred Service Income 331 2,323
------ -------
Net Adjustments (4,361) 4,137
------ -------
Net Cash Provided by Operating
Activities 38,488 26,196
-------- -------
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Facilities 98,029 53
Additions to Plant and Equipment (36,527) (43,445)
Acquisition (10,413) (245,000)
Maturity of Short-Term Investments - 15,295
Purchase of Short-Term Investments - (15,000)
Investment in F3/Keyfile Corporation (57) (1,000)
Purchase of Key Man Life Insurance
Policies 0 (2,400)
Net Cash Provided by (Used in)
Investing Activities 51,030 (291,497)
-------- -------
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Long-Term Debt - 230,000
Payments of Long-Term Debt (30,525) (1,294)
Proceeds from Issuance of Common
Stock 1,279 1,300
Redemption of Common Stock (9,617) (656)
Dividends Paid (12,454) (11,949)
Net Cash (Used in) Provided
by Financing Activities (51,317) 217,401
-------- -------
-------- -------
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS 38,201 (47,900)
Cash and Cash Equivalents, Beginning 9,792 67,556
-------- -------
CASH AND CASH EQUIVALENTS, ENDING $47,993 $19,656
-------- -------
-------- -------
</TABLE>
See note to financial statements.
<TABLE>
d) NOTE TO FINANCIAL STATEMENTS
1. SEGMENT REPORTING INFORMATION - (SEE NOTE 15 TO FINANCIAL
STATEMENTS AT JANUARY 3, 1999).
Financial information about the Company's reportable operating
segments is as follows:
Second Quarter Six Months
(Dollars in Thousands) 1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE:
DM&SD $256,204 $236,562 $508,270 $489,925
Impressions 78,816 72,040 153,586 138,492
Corporate 617 403 767 677
------- ------- ------- -------
Total Revenue $335,637 $309,005 $662,623 $629,094
INCOME BEFORE INCOME TAXES:
DM&SD $27,418 $22,168 $52,393 $39,906
Impressions 1,109 1,150 3,937 3,239
Corporate (3,847) (3,222) (8,520) (7,122)
------- ------- ------- -------
Total Income Before
Income Taxes $24,680 $20,096 $47,810 $36,023
July 4, June 28,
1999 1998
------- --------
IDENTIFIABLE ASSETS AT END
OF PERIOD:
DM&SD $584,591 $618,608
Impressions 121,994 97,239
Corporate 253,503 164,676
------- -------
Total Identifiable Assets $960,088 $880,523
</TABLE>
Income Before Income Taxes for DM&SD and Impressions shown above
incorporates allocations of all corporate expenses except
interest, LIFO inventory adjustments and goodwill amortization.
Due to the sale of the Communicolor operation in the first quarter
of 1999 and management restructuring occurring in the second
quarter of 1999, future reporting will only consist of one
reportable segment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS FROM OPERATIONS
Results of Operations
Net income for the second quarter ended July 4, 1999 was $15.9
million or $.57 per basic share, compared to $12.4 million and
$.44 per basic share for the second quarter 1998. On a diluted
basis, net income per share was $.56 in the current quarter versus
$.43 in the prior year. Net income for the second quarter 1999
included a gain of $1.1 million, or $.04 per basic share, related
to the sale of Communicolor. Excluding this gain, the Company
reported net income from continuing operations of $14.8 million,
or $.53 per basic share, up 26% over the comparable period of
1998.
Revenue from continuing operations for the second quarter was
$335.6 million compared to $309.0 million for the second quarter
1998. A discussion of the underlying product results appears in
the segment reporting section of this report.
Gross margin from continuing operations improved from 37.8% of
revenue in second quarter 1998 to 38.8% in second quarter 1999.
This increase is attributable primarily to cost reductions
achieved in the latter half of 1998 in conjunction with the
integration of Uarco, Inc., acquired December 31, 1997. Paper
costs in the most recent quarter were on average slightly above
that for the comparable quarter of 1998. The prices of white
bond papers, which account for about 60% of paper purchases, rose
approximately 10% in March of this year and an additional 7% in
July. For colored papers, a 5-6% price increase was made industry
wide in early June. The Company has historically recovered paper
cost increases in the form of higher product prices and expects to
do so for these latest rounds of increases. The Company also
reclassified the expenses associated with its Customer Support
Centers for the second quarter 1999 from cost of sales to
operating expense, which had the effect of improving the reported
gross margin by .5% compared to the second quarter 1998, which was
not restated. There were no LIFO inventory adjustments in the
second quarter of either year.
Selling, Administrative, and R&D expenses were 26.6% of revenue in
the second quarter 1999 compared to 26.5% for 1998. Spending for
year 2000 systems compliance was $.9 million lower than in the
second quarter 1998. Excluding this item and the expense
reclassification described in the preceding paragraph, second
quarter 1999's operating expenses would have been 26.0% compared
to 26.1% for the same period in 1998.
Segment Reporting
Following the sale of Communicolor, the Company has reorganized
its structure into one identifiable operating segment effective
July 1, 1999. With the elimination of the divisional operating
structure, the new segment is aligned along functional lines
(e.g., sales, manufacturing, finance) designed to improve the
effectiveness of customer service throughout the organization.
The new structure will also bring an integrated set of the
company's products and services to our customers. Prior to the
July 1 reorganization, the Company aligned its products and
services into two operating divisions.
The Document Management and Systems (DM&S) Division provided
document management solutions including workflow consulting,
document design, custom printed forms and labels, electronic
forms, distribution services, and distributed intelligent printing
and mailing systems. The Company's Impressions(R) Division
provided print on demand, document and plastic card fulfillment
services, and commercial printing.
Results from continuing operations for the Company's two divisions
are summarized below with a comparison to the second quarter of
the prior year. The divisional operating profits incorporate
allocations of all corporate expenses except interest, LIFO
inventory adjustments, goodwill amortization, and taxes.
DM&S Division Impressions Division
------------------- ----------------------
2nd Qtr 2nd Qtr 2nd Qtr 2nd Qtr
1999 1998 %Chg. 1999 1998 %Chg.
------- ------- ----- ------- ------- -----
Revenue $256.2 $236.6 8.3% $78.8 $72.0 9.4%
Operating
Profit $27.4 $22.0 24.5% $1.11 $1.15 -3.5%
% Revenue 10.7% 9.3% 1.4% 1.6%
DM&S Division revenue was $256.2 million, up 8.3% from the 1998
result due primarily to an approximate 30% increase in pressure
sensitive label products. Business forms and related services
increased 5% whereas equipment, supplies, and maintenance revenues
were up by an overall 4%. Gross margin was up approximately $10
million, or 1.1% in relation to revenue, primarily as a result of
the plant consolidations and other cost saving actions taken
throughout 1998. The improved gross margin for labels and
business forms was the primary factor contributing to the 24.5%
increase in operating profit for this division.
For the Impressions Division, second quarter revenue from
continuing operations was $78.8 million, up $6.8 million, or
9.4%, vs. the second quarter 1998 results. The March 1 purchase
of DuPont's printing and publishing operation in Boothwyn,
Pennsylvania and the related formation of the Commercial Print
Group during the first quarter contributed approximately $6.2
million to the overall revenue increase. The Imaging Services
Group revenues for the quarter were flat as compared to last year
and Stanfast reported a modest revenue increase of 1.4%. As was
the case for the DM&S Division, 1998 cost reductions associated
with the integration of Uarco, Inc. was the primary factor
responsible for significant improvements in the gross margin and
operating profit for Stanfast. Imaging Services also showed
improved margins and profits over the comparable quarter in 1998.
However, startup costs associated with the Boothwyn operation
caused a decrease in the division's overall gross margin and
operating profit.
<PAGE>
Year 2000
Expenses incurred on year 2000 compliance projects totaled $1.9
million for the second quarter, which was in line with the
Company's plan to complete its remediation and testing work by
September of this year at a total 1999 cost of $6.0 million. The
Company is on pace to complete the work as outlined in its January
3, 1999 report on Form 10K.
New Software Initiative
In July, the board of directors approved a new software initiative
that will be critical to the Company's long-term growth and
profitability. The software, which will be installed in phases
over three years, will enable the Company to accommodate
increasing order volumes, reduce operating costs, add to existing
electronic commerce capabilities, and improve customer service.
Spending for the new initiative is expected to total $52 million
over three years, including $38 million of capital and $14 million
in expense. The reduction in earnings per share for the balance
of 1999 and for the total year 2000 attributable to this project
is estimated at $.08 and $.28, respectively.
Liquidity and Capital Resources
The balance of Cash, Cash Equivalents, and Short-term Investments
decreased $45 million from the first quarter 1999 position to $48
million at the end of the second quarter. Major factors
contributing to this change include a $30 million reduction in the
outstanding debt and the repurchase of Company stock for $6
million. The additional $9 million reduction in cash reflects
normal seasonal changes in working capital. Netting the $48
million of cash against total debt of $204 million produces a "net
debt" to "total net capital" ratio of 22.0%.
On April 13, 1999, the Company announced plans to repurchase of up
to one million shares of its common stock. The timing and actual
number of shares purchased will depend upon overall market
conditions. The Company has purchased a total of 514 thousand
shares in 1999, through August 12, 1999.
On April 27, 1999, the Company repaid approximately $30 million of
the debt outstanding under its revolving credit agreement. The
remaining $200 million borrowed under the $300 million revolving
credit agreement has been effectively converted to an all-in fixed
rate of 6.09% as a result of the interest rate swap entered into
in 1998.
Capital expenditures were $17 million for the quarter. The
current outlook for the year calls for capital spending in the $75
million to $80 million range, excluding the $10 million first
quarter acquisition of the Company's Boothwyn facility and
including an estimated $11 million for the new software
initiative.
The Company believes that its financial condition continues to be
very strong and that the combination of internally generated
funds, existing cash reserves, and $100 million of available
credit under the revolving credit agreement will be sufficient to
finance its operations over the next year.
Forward-Looking Statements
This report includes forward-looking statements covered by the
safe harbor provisions of The Private Securities Litigation Reform
Act of 1995. These statements involve important assumptions,
risks, uncertainties and other factors that could cause the
Company's actual results for fiscal year 1999 and beyond to differ
materially from those expressed in such forward-looking
statements. Factors that could cause materially different results
include product demand and market acceptance, the frequency and
magnitude of raw material price changes, the effect of economic
conditions, competitive activities, and other risks described in
the Company's filings with The Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
There have been no material changes in market risk since the year
ended January 3, 1999.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material legal proceedings within the reporting
period that the Company has been involved with beyond those
conducted in a normal course of business.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held April 21,
1999.
Following is the result of voting by the Shareholders regarding
fixing and determining the number of Directors to be ten:
IN FAVOR OPPOSED ABSTAINED
-------- ------- ---------
43,826,248 16,964 26,566
As a result of voting of the Shareholders, the following were
elected to the Company's Board of Directors to hold office for the
ensuing year:
NOMINEE IN FAVOR WITHHELD
------- -------- --------
Roy W. Begley, Jr. 43,830,558 39,221
F. David Clarke, III 43,831,743 38,035
Paul H. Granzow 43,832,353 37,426
Graeme G. Keeping 43,830,522 39,257
Peter S. Redding 43,831,696 38,083
Dennis L. Rediker 43,832,924 36,855
Ann Scavullo 43,832,958 36,821
John J. Schiff, Jr. 43,832,512 37,267
Charles F. Sherman 43,832,383 37,396
John Q. Sherman, II 43,830,224 39,554
An amendment to the Amended Articles of Incorporation to increase
the Authorized Shares of Common Stock from 50,500,000 shares to
101,000,000 shares and to increase the Authorized Shares of Class
A Stock from 4,725,000 shares to 9,450,000 shares was approved as
a result of the following vote:
IN FAVOR OPPOSED ABSTAINED
-------- ------- ---------
Total voting power 41,523,508 2,326,380 19,890
Common stock shareholders 17,908,508 2,326,380 19,890
<PAGE>
Following is the result of the voting by the Shareholders
regarding selection of Battelle & Battelle LLP as the Company's
Auditors for the year 1999:
IN FAVOR OPPOSED ABSTAINED
-------- ------- ---------
43,844,205 11,226 14,347
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
a) Exhibits pursuant to Item 601 of Regulation S-K
Exhibit 27 Financial Data Schedule (filed only
electronically with the SEC)
b) Reports on Form 8K
Form 8K was filed on April 15, 1999. This filing related
to the disposition of assets of the Communicolor Division.
The financial statements filed therewith reflect the
proforma financial information.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
behalf by the undersigned thereunto duly authorized.
August 17, 1999
/s/ C. J. Brown By C. J. Brown, Sr. Vice President,
- ---------------- Administration, Treasurer, Chief Financial
Officer, and Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SECTION CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STANDARD
REGISTER COMPANY FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JULY 4, 1999, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000093456
<NAME> THE STANDARD REGISTER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-2-2000
<PERIOD-END> JUL-4-1999
<CASH> 47,993
<SECURITIES> 480
<RECEIVABLES> 279,673
<ALLOWANCES> 14,142
<INVENTORY> 134,278
<CURRENT-ASSETS> 480,979
<PP&E> 493,328
<DEPRECIATION> 160,012
<TOTAL-ASSETS> 960,088
<CURRENT-LIABILITIES> 114,646
<BONDS> 203,520
0
0
<COMMON> 29,169
<OTHER-SE> 520,105
<TOTAL-LIABILITY-AND-EQUITY> 960,088
<SALES> 661,856
<TOTAL-REVENUES> 662,623
<CGS> 404,370
<TOTAL-COSTS> 607,807
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,305
<INTEREST-EXPENSE> 7,006
<INCOME-PRETAX> 47,810
<INCOME-TAX> 19,327
<INCOME-CONTINUING> 28,483
<DISCONTINUED> 14,366
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,849
<EPS-BASIC> 1.52
<EPS-DILUTED> 1.50
</TABLE>
