STEPAN CO
10-Q, 1996-05-14
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                             ______________________

                                   FORM 10-Q

(MARK ONE)
( X )       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

(   )       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM ______________ TO __________

                                     1-4462
                          -----------------------------
                             COMMISSION FILE NUMBER


                                STEPAN COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                     36 1823834
- ---------------------------------------           ------------------------------
    (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                  Identification Number)



              Edens and Winnetka Road, Northfield, Illinois 60093
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number                               (847) 446-7500
                                                       -------------------------

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 at April 30, 1996
- ------------------------------------        ------------------------------------
     Common Stock, $1 par value                       10,044,000 Shares

<PAGE>   2
Part I                       FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
Item 1  -  Financial Statements


                                 STEPAN COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      March 31, 1996 and December 31, 1995
                                   Unaudited

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                     3/31/96         12/31/95
                                                                                           -------         --------
<S>                                                                                     <C>              <C>
ASSETS
- ------
CURRENT ASSETS:
   Cash and cash equivalents                                                            $    4,026       $    3,148
   Receivables, net                                                                         77,935           79,814
   Inventories (Note 2)                                                                     51,056           54,363
   Deferred income taxes                                                                     9,444            9,444
   Other current assets                                                                      3,107            3,385
                                                                                        ----------       ----------
        Total current assets                                                            $  145,568       $  150,154
                                                                                        ----------       ----------
PROPERTY, PLANT AND EQUIPMENT:
   Cost                                                                                    464,640          454,104
   Less accumulated depreciation                                                           269,341          261,634
                                                                                        ----------       ----------
                                                                                           195,299          192,470
                                                                                        ----------       ----------
OTHER ASSETS                                                                                19,548           19,903
                                                                                        ----------       ----------
   Total assets                                                                         $  360,415       $  362,527
                                                                                        ==========       ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
   Current maturities of long-term debt                                                 $    6,927       $    6,946
   Accounts payable                                                                         37,646           42,530
   Accrued liabilities                                                                      33,338           37,423
                                                                                        ----------       ----------
        Total current liabilities                                                           77,911           86,899
                                                                                        ----------       ----------

DEFERRED INCOME TAXES                                                                       35,840           36,469
                                                                                        ----------       ----------
LONG-TERM DEBT, less current maturities                                                    110,115          109,023
                                                                                        ----------       ----------
DEFERRED REVENUE                                                                             9,718            7,659
                                                                                        ----------       ----------
STOCKHOLDERS' EQUITY:
   5-1/2% convertible preferred stock, cumulative, voting without par  value;
       authorized 2,000,000 shares; issued 797,124 shares in 1996 and 797,172
       shares in 1995                                                                       19,928           19,929
   Common stock, $1 par value; authorized 15,000,000 shares;
      issued 10,101,307 shares in 1996 and 10,086,653 shares in 1995                        10,101           10,087
   Additional paid-in capital                                                                4,740            4,568
   Cumulative translation adjustments                                                       (4,030)          (3,691)
   Retained earnings (approximately $41,803 unrestricted in 1996 and $37,904 in 1995)       97,480           93,292
                                                                                        ----------       ----------
                                                                                           128,219          124,185
   Less - Treasury stock, at cost                                                            1,388            1,708
                                                                                        ----------       ----------
         Stockholders' equity                                                              126,831          122,477
                                                                                        ----------       ----------
               Total liabilities and stockholders' equity                               $  360,415       $  362,527
                                                                                        ==========       ==========
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated balance sheets.
<PAGE>   3
                                 STEPAN COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
               For the Three Months Ended March 31, 1996 and 1995
                                   Unaudited


<TABLE>
<CAPTION>
(In Thousands, except per share amounts)                                               Three Months
                                                                                      Ended March 31
                                                                               ---------------------------
                                                                                  1996             1995
                                                                                  ----             ----
<S>                                                                           <C>              <C>
NET SALES                                                                        $130,643         $134,786
                                                                               ----------      -----------

COSTS AND EXPENSES:
   Cost of Sales                                                                  104,935          108,131
   General and Administrative                                                       5,037            5,804
   Marketing                                                                        4,749            4,552
   Research, Development and Technical Services                                     4,792            4,499
   Interest, net                                                                    1,987            1,864
                                                                              -----------      -----------
                                                                                  121,500          124,850
                                                                              -----------      -----------

PRE-TAX INCOME                                                                      9,143            9,936

PROVISION FOR INCOME TAXES                                                          3,508            3,827
                                                                              -----------      -----------

NET INCOME                                                                    $     5,635      $     6,109
                                                                              ===========      ===========

NET INCOME PER COMMON SHARE (Note 3)

      Primary                                                                 $      0.54      $      0.59
                                                                              ===========      ===========

      Fully Diluted                                                           $      0.51      $      0.55
                                                                              ===========      ===========

DIVIDENDS PER COMMON SHARE                                                    $    0.1175      $    0.1100
                                                                              ===========      ===========

AVERAGE COMMON SHARES OUTSTANDING                                                  10,016            9,953
                                                                              ===========      ===========
</TABLE>



The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
<PAGE>   4
                                 STEPAN COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 1996 and 1995
                                   Unaudited

<TABLE>
<CAPTION>
(Dollars In Thousands)                                                                           3/31/96       3/31/95
                                                                                                 -------       -------
<S>                                                                                           <C>            <C>
NET CASH FLOW FROM OPERATING ACTIVITIES
   Net income                                                                                 $    5,635     $    6,109
   Depreciation and amortization                                                                   8,395          7,722
   Deferred revenue, net                                                                           2,059           (592)
   Deferred income taxes                                                                            (628)           289
   Other non-cash items                                                                              192           (210)
   Changes in Working Capital:
      Receivables, net                                                                             1,879         (8,111)
      Inventories                                                                                  3,307          3,665
      Accounts payable and accrued liabilities                                                    (8,969)        (8,093)
      Other                                                                                          278             80
                                                                                              ----------     ----------
         Net Cash Provided by Operating Activities                                                12,148            859
                                                                                              ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                                                (11,285)        (7,673)
   Investment in joint venture                                                                       (50)        (3,750)
   Other non-current assets                                                                           80            (15)
                                                                                              ----------     ---------- 
      Net Cash Used for Investing Activities                                                     (11,255)       (11,438)
                                                                                              ----------     ---------- 
CASH FLOWS FROM FINANCING AND OTHER RELATED ACTIVITIES
   Revolving debt and notes payable to banks, net                                                  1,101         11,353
   Other debt borrowings                                                                               -             70
   Other debt repayments                                                                             (36)             -
   Sales of treasury stock, net                                                                      320            280
   Dividends paid                                                                                 (1,447)        (1,364)
   Other non-cash items                                                                               47            (93)
                                                                                              ----------     ---------- 
      Net Cash (Used for) Provided by Financing and Other Related Activities                         (15)        10,246
                                                                                              ----------     ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                 878           (333)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                     3,148          2,452
                                                                                              ----------     ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $    4,026     $    2,119
                                                                                              ==========     ==========
CASH PAID DURING THE PERIOD FOR:
   Interest                                                                                   $    2,573     $    1,445
   Income taxes                                                                               $      786     $    3,238
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
<PAGE>   5

                                 STEPAN COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      March 31, 1996 and December 31, 1995
                                   Unaudited


1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The condensed consolidated financial statements included herein have
         been prepared by the company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission.  Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations, although management believes that the disclosures are
         adequate and make the information presented not misleading.  It is
         suggested that these condensed consolidated financial statements be
         read in conjunction with the financial statements and the notes
         thereto included in the company's latest Annual Report to Stockholders
         and the Annual Report to the Securities and Exchange Commission on
         Form 10-K for the year ended December 31, 1995.  In the opinion of
         management all adjustments, consisting only of normal recurring
         adjustments, necessary to present fairly the consolidated financial
         position of Stepan Company as of March 31, 1996, and the consolidated
         results of operations for the three months then ended, and cash flows
         for the three months then ended, have been included.

2.       INVENTORIES

         Inventories include the following amounts:

<TABLE>
<CAPTION>
                 (Dollars in Thousands)                                     3/31/96         12/31/95
                                                                            -------         --------
                 <S>                                                        <C>             <C>
                 Inventories valued primarily on LIFO basis -                               
                    Finished products                                       $31,360         $32,204
                    Raw materials                                            19,696          22,159
                                                                             ------         -------
                 Total inventories                                          $51,056         $54,363
                                                                            =======         =======
</TABLE>


         If the first-in, first-out (FIFO) inventory valuation method had been
         used for all inventories, inventory balances would have been
         approximately $12,300,000 and $12,100,000 higher than reported at
         March 31, 1996, and December 31, 1995, respectively.

3.       NET INCOME PER COMMON SHARE

         Primary net income per common share amounts are computed by dividing
         net income less the convertible preferred stock dividend requirement
         by the weighted average number of common shares outstanding.  Fully
         diluted net income per share amounts are
<PAGE>   6
         based on an increased number of common shares that would be
         outstanding assuming the exercise of certain outstanding stock options 
         and the conversion of the convertible preferred stock, when such
         conversion would have the effect of reducing net income per share. 
         For computation of earnings per share, reference should be made to
         Exhibit 11.

4.       CONTINGENCIES

         There are a variety of legal proceedings pending or threatened against
         the company.  Some of these proceedings may result in fines,
         penalties, judgments or costs being assessed against the company at
         some future time.  The company's operations are subject to extensive
         local, state and federal regulations, including the federal
         Comprehensive Environmental Response, Compensation and Liability Act
         of 1980 ("Superfund") and the Superfund amendments of 1986.  The
         company, and others, have been named as potentially responsible
         parties at affected geographic sites.  As discussed in Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations included in this filing, the company believes that it has
         made adequate provisions for the costs it may incur with respect to
         these sites.  The company has estimated a range of possible
         environmental and legal losses from $4.3 million to $23.8 million at
         March 31, 1996.  At March 31, 1996, the company's reserve was $7.6
         million for legal and environmental matters compared to $8.7 million
         at December 31, 1995.  While the company has insurance policies that
         may cover some of its environmental costs, it does not record those
         claims until such time as they become probable.  At March 31, 1996,
         the company has not recorded any of such insurance claims.

         At certain of the sites, estimates cannot be made of the total costs
         of compliance, or the company's share of such costs; accordingly, the
         company is unable to predict the effect thereof on future results of
         operations.  In the event of one or more adverse determinations in any
         annual or interim period, the impact on results of operations for
         those periods could be material.  However, based upon the company's
         present belief as to its relative involvement at these sites, other
         viable entities' responsibilities for cleanup and the extended period
         over which any costs would be incurred, the company believes that
         these matters will not have a material effect on the company's
         financial position.  Certain of these matters are discussed in Item 3,
         Legal Proceedings, in the 1995 Form 10-K Annual Report and in other
         filings of the company with the Securities and Exchange Commission,
         which filings are available upon request from the company.

5.       SUBSEQUENT EVENTS

         In April 1996, the company completed its previously announced
         acquisition of a sulfonation plant from Shell Group in Cologne,
         Germany.  The acquisition, which will be accounted for under the
         purchase method, consisted of land, sulfonation equipment, inventories
         and intangible assets.  This plant will allow the company to serve
         Northern European customers with a wide range of sulfate and sulfonate
         products used in household, personal care, individual, institutional
         and agricultural markets.
<PAGE>   7
6.       RECLASSIFICATIONS

         Certain amounts in the 1995 financial statements have been
         reclassified to conform with the 1996 presentation.
<PAGE>   8
                                 STEPAN COMPANY
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

The following is management's discussion and analysis of certain significant
factors which have affected the company's financial condition and results of
operations during the interim period included in the accompanying condensed
consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

For the first quarter of 1996, net cash from operating activities totaled $12.1
million compared to $0.9 million for the same period in 1995.  Decreased
working capital requirements were mostly responsible for the improved cash flow
for the current year quarter.  For 1996, working capital items combined to a
seasonal cash use of $3.5 million, compared to a use of $12.5 million during
1995.  Also helping operating cash for the current quarter were customer
contract prepayments of $2.7 million.

Capital expenditures totaled $11.3 million for the quarter ended March 31,
1996, up from $7.7 million for the same quarter last year.  As reported in the
company's 1995 annual report, cash requirements for investing activities are
expected to increase significantly during 1996 mainly due to higher capital
spending.

Since year-end, consolidated debt has increased by $1.1 million, to close the
current quarter at $117.0 million.  As of March 31, 1996, the company's ratio
of long-term debt to long-term debt plus shareholders' equity stood at 46.5
percent compared to 47.1 percent as of December 31, 1995, and to 46.4 percent
one year earlier.  For the balance of 1996, the company expects that higher
earnings will permit stronger operating cash flows to fund most of its
investing activities.  As a result, the company anticipates the ratio of
long-term debt to long-term debt plus shareholders' equity to decline modestly
from year to year.

The company maintains contractual relationships with its domestic banks which
provide for $45 million of revolving credit which may be drawn upon as needed
for general corporate purposes.  The company also meets short-term liquidity
requirements through uncommitted bank lines of credit and bankers' acceptances.
The company's foreign subsidiaries maintain committed and uncommitted bank
lines of credit in their respective countries to meet working capital
requirements as well as to fund capital expenditure programs and acquisitions.

The company anticipates that cash from operations and from committed credit
facilities will be sufficient to fund anticipated capital expenditures,
dividends, acquisitions and joint venture investments and other planned
financial commitments in 1996.
<PAGE>   9



RESULTS OF OPERATIONS

Three Months Ended March 31, 1996 and 1995

Net income for the first quarter ended March 31, 1996, was $5.6 million, or
$.54 per share, down eight percent from the record $6.1 million, or $.59 per
share reported for the same quarter a year earlier. Net sales declined three
percent to $130.6 million, from $134.8 million reported last year. Net sales by
product group were:

<TABLE>
<CAPTION>
(Dollars in Thousands)                 Three Months
                                      Ended March 31
                              --------------------------------
                                 1996      1995    % Change
                                ------    ------    --------
<S>                           <C>        <C>        <C>
Net Sales:                                        
    Surfactants               $102,270  $ 98,749      +4
    Polymers                    20,392    27,356     -25
    Specialty Products           7,981     8,681      -8
                              --------  --------        
         Total                $130,643  $134,786      -3
                              ========  ========        
</TABLE>

Surfactants net sales increased due mainly to a 10 percent increase in sales
volume. A large part of the volume gain stemmed from increased demand for high
active surfactant in the United States.  Many other surfactant product lines
experienced lower sales on a decline in volume.  Foreign operations reported
higher  sales which was entirely contributed by improved European sales volume
and selling prices. Mexico reported lower sales on weaker sales volume.

Surfactants gross profit decreased seven percent from $20.2 million to $18.7
million for the first quarter of 1996.  Domestic gross profit dropped due
primarily to lower sales from the broad commercial customer base.  Mexican
gross profit was down 51 percent as a result of lower sales and higher raw
material costs.  Canadian gross profit was also down as a result of higher raw
material costs. European gross profit improved slightly on higher sales volume.

Polymers net sales decreased primarily due to a 42 percent drop in sales of
phthalic anhydride (PA).  The decrease in PA sales was precipitated by
significantly lower selling prices due to a significant decline in raw material
costs between years and a 15 percent decrease in sales volume due to sluggish
beginning of the year demand. An increase in polyurethane systems net sales was
essentially offset by reduced sales for polyurethane polyols. Polyurethane
systems sales improved on  stronger sales volume, partially offset by a lower
average selling price resulting from a shift in sales mix. Reduced polyols
sales were largely attributed to weaker export sales volume, despite improved
selling prices between years. The improved pricing was in response to higher
raw material costs in the latter part of 1995.
<PAGE>   10
Polymers gross profit for the quarter fell six percent to $4.9 million from
$5.2 million recorded in the prior year.  Reduced PA sales and margin accounted
for a majority of the decrease in gross profit. Partially offsetting the
decline was a higher polyurethane polyols gross profit due primarily to the
improved selling prices noted above. Polyurethane systems gross profit declined
slightly due mainly to the change in sales mix.

Specialty products net sales were down due to a lower sales volume. Sales for
prior year's quarter included some lower margin products which had since been
discontinued. Gross profit actually improved by $.8 million to $2.1 million as
a result of the streamlined product mix between years.

Operating expenses for the first quarter declined two percent from the same
quarter a year ago. Administrative expenses dropped 13 percent as a result of
lower legal and environmental expenses. Marketing expenses rose four percent
primarily due to higher salaries and travel expenses. Research and development
expenses increased seven percent due primarily to higher maintenance, outside
contracting services and salaries.

Interest expense for the quarter increased seven percent primarily as a result
of increased debt.

1996 OUTLOOK

The outlook for the remainder of 1996 for both surfactants and polymers is
excellent.  The first quarter earnings are in line with the company's
expectations, and the company believes that the full year result will set an
earnings record.  The company's investment of capital to support the demands of
the U.S. market has led to a solid foundation for sustainable earnings.  The
company has completed its previously announced acquisition of a sulfonation
plant in Cologne, Germany which will significantly broaden the surfactant
product line in Europe.  The company's joint venture in the Philippines is
nearing the startup of its new plant, for which a large portion of the capacity
is under contract.  The company continues to pursue global opportunities that
will broaden its base of markets on which to build future earnings growth.

ENVIRONMENTAL AND LEGAL MATTERS

The company is subject to extensive federal, state and local environmental laws
and regulations.  Although the company's environmental policies and practices
are designed to ensure compliance with these laws and regulations, future
developments and increasingly stringent environmental regulation could require
the company to make additional unforeseen environmental expenditures.  The
company will continue to invest in the equipment and facilities necessary to
comply with existing and future regulations.  During the first quarter of 1996,
company expenditures for capital projects related to the environment were $2.0
million and should approximate $6 million to $7 million for the full year 1996.
These projects are capitalized and typically depreciated over 10 years.
Capital spending on such projects is likely to be somewhat lower in future
years as 1996 includes some larger projects.  Recurring costs associated with
the operation and maintenance of facilities for waste treatment and disposal
and managing environmental compliance in ongoing operations at our
manufacturing locations were $1.8 million for the first
<PAGE>   11
three months of 1996.  While difficult to project, it is not anticipated that
these recurring expenses will increase significantly in the future.

The company has been named by the government as a potentially responsible party
at 17 waste disposal sites where cleanup costs have been or may be incurred
under the federal Comprehensive Environmental Response, Compensation and
Liability Act and similar state statutes.  In addition, damages are being
claimed against the company in general liability actions for alleged personal
injury or property damage in the case of some disposal and plant sites.  The
company believes that it has made adequate provisions for the costs it may
incur with respect to these sites.  The company has estimated a range of
possible environmental and legal losses from $4.3 million to $23.8 million at
March 31, 1996.  At March 31, 1996, the company's reserve was $7.6 million for
legal and environmental matters compared to $8.7 million at December 31, 1995.
During the first three months of 1996, expenditures related to legal and
environmental matters approximated $1.3 million. The company continues to
pursue and expects to receive reimbursement of legal and environmental costs
from insurers and other third parties.  However, currently the company has no
receivable recorded for such claims.  At certain of the sites, estimates cannot
be made of the total costs of compliance or the company's share of such costs;
accordingly, the company is unable to predict the effect thereof on future
results of operations.  In the event of one or more adverse determinations in
any annual or interim period, the impact on results of operations for those
periods could be material.  However, based upon the company's present belief as
to its relative involvement at these sites, other viable entities'
responsibilities for cleanup and the extended period over which any costs would
be incurred, the company believes that these matters will not have a material
effect on the company's financial position.  Certain of these matters are
discussed in Item 3, Legal Proceedings, in the 1995 Form 10-K Annual Report and
in other filings of the company with the Securities and Exchange Commission,
which filings are available upon request from the company.
<PAGE>   12
Part II                       OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1 - Legal Proceedings

Reference is made to the company's report Form 10-K for the year ended December
31, 1995, and the discussion relating to the alleged OSHA violations at the
company's Maywood, New Jersey plant.  The company has contested the findings
and a hearing is schedule for May 14, 1996.  The company cannot, at this time,
predict the outcome of the hearing.

Item 4 - Submission of Matters to a Vote of Security Holders

         (A)     The company's 1995 Annual Meeting of Stockholders was held on
                 May 7, 1996.

         (B)     Proxies were solicited by management pursuant to Regulation 14
                 under the Securities Exchange Act of 1934, there was no
                 solicitation in opposition to management's nominees as listed
                 in the proxy statement, and all such nominees were elected.

         (C)     A majority of the outstanding shares voted to ratify the
                 appointment of Arthur Andersen LLP as independent auditors for
                 the company for 1996.

<TABLE>
                               <S>             <C>
                               10,157,920      For
                                    9,585      Against
                                   11,637      Abstentions
</TABLE>


Item 6   -  Exhibits and Reports on Form 8-K

         (A)     Exhibits

                 (11)     Statement re computation of Per Share Earnings

                 (27)     Financial Data Schedule


         (B)     Reports on Form 8-K

                 None
<PAGE>   13
                                   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.


                                      STEPAN COMPANY
                                      /s/ Walter J. Klein
                                    
                                    
                                    
                                      Walter J. Klein
                                      Vice President - Finance
                                      Principal Financial and Accounting Officer

Date:    5/14/96                   
     -----------------------

<PAGE>   1
                                                                    Exhibit (11)
                                 STEPAN COMPANY
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
               For the Three Months Ended March 31, 1996 and 1995
                                   Unaudited
<TABLE>
<CAPTION>

(In Thousands, except per share amounts)                                                 Three Months
                                                                                        Ended March 31     
                                                                                  ------------------------
                                                                                      1996         1995
                                                                                      ----         ----
<S>                                                                               <C>             <C>
Computation of per Share Earnings
- ---------------------------------
Net income                                                                        $   5,635       $  6,109
Deduct dividends on preferred stock                                                     267            268
                                                                                  ---------       --------
Income applicable to common stock                                                 $   5,368       $  5,841
                                                                                  =========       ========

Weighted average number of shares outstanding                                        10,016          9,953

Per share earnings*                                                               $   0.536       $  0.587
                                                                                  =========       ========

Computation of Per Share Primary Earnings
- -----------------------------------------

Income applicable to common stock                                                 $   5,368       $  5,841
                                                                                  =========       ========

Weighted average number of shares outstanding                                        10,016          9,953
Add net shares issuable from assumed exercise of options
   (under treasury stock method)                                                        157            176
                                                                                  ---------       --------

Shares applicable to primary earnings                                                10,173         10,129
                                                                                  ==========      ========

Per share primary earnings*                                                       $   0.528       $  0.577
                                                                                  =========       ========

Dilutive effect                                                                        1.5%           1.7%

Computation of Per Share Fully Diluted Earnings
- -----------------------------------------------

Net income                                                                        $   5,635       $  6,109
                                                                                  =========       ========

Weighted average number of shares outstanding                                        10,016          9,953
Add net shares issuable from assumed exercise of options
   (under treasury stock method)                                                        180            176
Add weighted average shares issuable from assumed conversion of
   convertible preferred stock                                                          887            889
                                                                                  ---------       --------

Shares applicable to fully diluted earnings                                          11,083         11,018
                                                                                  =========       ========

Per share fully diluted earnings*                                                 $   0.508       $  0.554
                                                                                  =========       ========

Dilutive effect                                                                        5.2%           5.6%
</TABLE>

__________
*  Rounded


This calculation is submitted in accordance with Regulation  S-K, item
601(b)(11).

<TABLE> <S> <C>


<ARTICLE>5
<LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1996 AND CONSOLIDATED
STATEMENT OF INCOME FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>
<MULTIPLIER> 1,000
       
<S>                                      <C>                <C>
<PERIOD-TYPE>                            3-MOS
<FISCAL-YEAR-END>                                           DEC-31-1996
<PERIOD-END>                                                MAR-31-1996
<CASH>                                                            4,026
<SECURITIES>                                                          0
<RECEIVABLES>                                                    77,935
<ALLOWANCES>                                                          0
<INVENTORY>                                                      51,056
<CURRENT-ASSETS>                                                145,568
<PP&E>                                                          464,640
<DEPRECIATION>                                                  269,341
<TOTAL-ASSETS>                                                  360,415
<CURRENT-LIABILITIES>                                            77,911
<BONDS>                                                         110,115
<COMMON>                                                         10,101
                                                 0
                                                      19,928
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<TOTAL-REVENUES>                                                130,643
<CGS>                                                           104,935
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<OTHER-EXPENSES>                                                      0
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<DISCONTINUED>                                                        0
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<NET-INCOME>                                                      5,635
<EPS-PRIMARY>                                                      0.54
<EPS-DILUTED>                                                      0.51
        

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