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 June 30, 1996
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 1-4682
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 22-1326940
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
1555 Lynnfield Road, Memphis, Tennessee 38119
(Address of principal executive offices) (Zip Code)
(901) 682-7766
(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.
Common Stock -No Par Value 40,401,600
(Title of each class) (Outstanding at July 31, 1996)
<PAGE>
PART I. FINANCIAL INFORMATION
THOMAS & BETTS CORPORATION
Consolidated Balance Sheet
(In thousands)
June 30, December 31,
1996 1995
ASSETS (Unaudited) (Audited)
Current Assets:
Cash and cash equivalents $ 37,694 $ 44,411
Marketable securities 81,543 60,638
Receivables, net 248,038 186,585
Inventories:
Finished goods 126,235 103,328
Work-in-process 38,718 31,159
Raw materials 93,760 77,373
258,713 211,860
Deferred income taxes 26,096 19,486
Prepaid expenses 9,161 4,635
Total Current Assets 661,245 527,615
Property, plant and equipment, at cost 711,458 615,444
less accumulated depreciation 292,565 277,263
Net property, plant and equipment 418,893 338,181
Intangible assets - net 459,603 314,423
Investments and other assets 98,928 79,163
TOTAL ASSETS $1,638,669 $1,259,382
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term bank borrowings $ 40,816 $ 27,518
Current maturities of long-term debt 18,920 19,840
Accounts payable 111,022 110,462
Accrued liabilities 122,878 99,180
Income taxes 15,635 14,700
Dividends payable 11,287 11,221
Total Current Liabilities 320,558 282,921
Long-term debt 592,711 327,812
Other long-term liabilities 84,173 35,510
Deferred income taxes 14,513 12,565
Shareholders' Equity:
Common stock 193,094 20,086
Additional paid-in capital - 167,015
Retained earnings 432,217 411,984
Unrealized gain on marketable securities 390 786
Foreign currency translation adjustment 1,013 3,997
Cost of treasury stock - (3,294)
Total Shareholders' Equity 626,714 600,574
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,638,669 $1,259,382
See accompanying notes to consolidated financial statements.
2
<PAGE>
THOMAS & BETTS CORPORATION
Consolidated Statement of Earnings
(In thousands except per share data)
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Quarter Ended Six Months Ended
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
Net sales $349,356 $298,157 $691,077 $598,630
Costs and expenses:
Cost of sales 235,143 200,659 467,608 407,589
Marketing, general
and administrative 61,999 53,381 123,786 108,056
Research and development 7,109 6,011 14,554 11,495
Amortization of intangibles 3,361 2,493 6,713 4,988
307,612 262,544 612,661 532,128
Earnings from operations 41,744 35,613 78,416 66,502
Other expense - net 6,429 6,124 13,516 11,533
Earnings before income taxes 35,315 29,489 64,900 54,969
Income taxes 11,949 10,130 22,054 18,622
Net earnings $23,366 $19,359 $ 42,846 $ 36,347
Share data:
Net earnings $ 0.58 $ 0.48 $ 1.06 $ 0.91
Cash dividends declared $ 0.28 $ 0.28 $ 0.56 $ 0.56
Average shares outstanding 40,330 39,937 40,250 39,916
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
THOMAS & BETTS CORPORATION
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<S> <C> <C>
Six Months Ended
June 30, July 2,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 42,846 $ 36,347
Adjustments:
Depreciation and amortization 34,551 29,278
Deferred income taxes 2,627 9,085
Changes in operating assets and liabilities:
Receivables (35,978) (14,194)
Inventories (19,038) (15,522)
Accounts payable (11,490) (17,244)
Accrued liabilities (6,243) (13,956)
Income taxes payable 1,082 (2,645)
Other (4,397) 1,361
Net cash provided by (used in) operating activities 3,960 12,510
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of businesses (230,077) (11,782)
Purchases of property, plant and equipment (42,004) (41,362)
Proceeds from sale of property, plant,
equipment and businesses 24,983 702
Marketable securities acquired (23,138) (26,200)
Proceeds from matured marketable securities 1,513 4,353
Other - 141
Net cash provided by (used in) investing activities (268,723) (74,148)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowing with
original maturities less than 90 days 17,422 42,582
Proceeds from long-term debt and other
borrowings 330,238 13,644
Repayment of long-term debt and other
borrowings (69,365) (6,802)
Stock options exercised 4,948 1,041
Cash dividends paid (22,507) (21,973)
Net cash provided by (used in) financing activities 260,736 28,492
EFFECT OF EXCHANGE RATE CHANGES ON CASH (2,690) 1,684
Net increase (decrease) in cash and cash
equivalents (6,717) (31,462)
Cash and cash equivalents at beginning of
period 44,411 69,671
Cash and cash equivalents at end of period $ 37,694 $ 38,209
Cash payments for interest $ 16,763 $ 13,122
Cash payments for taxes $ 22,204 $ 10,973
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
THOMAS & BETTS CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. In the opinion of Management, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary for the fair presentation of the financial position as
of June 30, 1996 and December 31, 1995, and the results of operations and
cash flows for the periods ended June 30, 1996 and July 2, 1995.
2. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1995. The
results of operations for the periods ended June 30, 1996 and July 2, 1995
are not necessarily indicative of the operating results for the full year.
3. Earnings per Share: Earnings per share is computed by dividing net
earnings by the weighted average number of shares of common stock
outstanding during the reporting period. The effect on earnings per share
resulting from the assumed exercise of outstanding stock options is not
material.
4. Common Stock Split: All share and per share amounts reflect a two-for-one
stock split distributed April 9, 1996.
5. Acquisitions and Divestitures: On January 2, 1996, the Corporation
acquired all the outstanding stock of Amerace Corporation. Amerace is a
manufacturer of electrical products for utility and industrial markets; its
most significant products are underground power and distribution connectors
sold under its Elastimold brand name. This acquisition was accounted for
using the purchase method of accounting. The aggregate purchase price,
which is subject to certain adjustments, has been tentatively allocated to
the acquired assets of Amerace based on their respective fair values with
the excess of approximately $150 million allocated to goodwill. The
goodwill is being amortized on a straight-line basis over 40 years.
Results of operations of Amerace after the acquisition date are included in
the Consolidated Statement of Earnings. If the acquisition and its
financing had occurred at the beginning of 1995, management estimates that
on an unaudited pro forma basis, net sales, net earnings and net earnings
per share would have been $339.5 million, $22.4 million and $0.56,
respectively, for the second quarter ended July 2, 1995, and $678.4
million, $40.8 million and $1.02, respectively, for the six months ended
July 2, 1995. These pro forma results have been prepared for comparative
purposes only and are not necessarily indicative of the combined results of
operations which would have resulted had the acquisition taken place on
January 2, 1995, nor are they necessarily indicative of results of
operations for any future period.
5
<PAGE>
The total cash outlay for the purchase of Amerace and three additional
businesses was $230.1 million plus 57,714 shares of the Corporation's
common stock.
On May 14, 1996, the Corporation sold most of the assets of the
Hendrix Wire & Cable business of Amerace Corporation to a member of The
Marmon Group. No gain or loss was incurred as a result of this sale.
6. Reincorporation: On May 1, 1996, the shareholders approved a proposal
to change the Corporation's state of incorporation from New Jersey to
Tennessee. The reincorporation became effective May 2, 1996, and at that
time each outstanding share of the Corporation's Common Stock, par value of
$0.50, was converted into one share of Common Stock, no par value. The
Tennessee Business Corporation Act requires shares repurchased by a
corporation be returned to the status of authorized but unissued shares.
Accordingly, the shares of Common Stock previously held in treasury by the
Corporation were canceled. There was no change in total shareholders'
equity as a result of the elimination of par value and treasury stock.
7. Poolings: The Corporation's 1995 financial statements have been
restated to include the results of E. K. Campbell Company, a July 1995
acquisition, and Catamount Manufacturing, Inc., an October 1995
acquisition, both accounted for using the pooling of interest method of
accounting.
8. Reclassification: In 1996, outbound freight expense has been classified
as a reduction of sales to conform the Corporation's presentation method to
one that is more prevalent in its industry. Corresponding 1995 amounts
previously classified as "marketing, general and administrative expenses"
have been reclassified to conform to the 1996 method of presentation.
9. SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of": Effective January 1, 1996, the
Corporation adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 121. This Statement requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment whenever
events or circumstances indicate that the carrying amount of these assets
may not be recoverable. The effects of adopting this standard were not
significant.
10. SFAS No. 123, "Accounting for Stock-Based Compensation": The
Corporation elected to continue to account for its stock-based compensation
to employees using the intrinsic-value-based method prescribed by
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," rather than the fair-value-based method defined by
SFAS No. 123.
6
<PAGE>
THOMAS & BETTS CORPORATION
Management's Discussion and Analysis of Results
of Operations and Financial Condition
RESULTS OF OPERATIONS
QUARTERLY COMPARISON
Thomas and Betts had record sales and earnings for the second quarter of
1996. Sales for the second quarter rose 17 percent versus the same period
a year earlier and net earnings increased 21 percent. Earnings per share
for the quarter were $0.58 compared to $0.48 last year (all per share
amounts reflect the two-for-one stock split distributed in April).
Worldwide sales of Electrical Construction and Maintenance Components were
10 percent higher. Demand was strongest in the Corporation's commercial
markets, with substantially higher sales in Canada.
Worldwide sales of Electronic/OEM Components grew 8 percent, aided by the
Amerace industrial electronics product lines acquired in January. Demand
remained high in the Corporation's automotive markets worldwide and in the
computer peripherals market in Southeast Asia. Sales growth was limited,
however, by a soft economic environment in Europe, and by the effects of a
stronger U.S. dollar versus currencies in Germany and Japan.
Sales of Other Products and Components rose 41 percent, reflecting growth
in the Corporation's utility, telecommunications and mechanical products
markets and additional sales from Amerace product lines.
Consolidated gross margin of 32.7 percent was equal to last year's
comparable quarter. Consolidated marketing, general and administrative
expenses as a percent of sales improved to 17.7 percent in the second
quarter of 1996 as compared to 17.9 percent in the second quarter of 1995
due to productivity gains in marketing and sales administration realized
from the integration of the Amerace business. Consolidated research and
development expenses remained level with last year at 2.0 percent of sales.
Intangibles amortization expense increased $0.9 million versus the second
quarter of 1995 due to the amortization of goodwill incurred in the Amerace
acquisition.
Other expenses increased versus the comparable quarter last year due to
higher interest expense resulting from the Amerace acquisition, mitigated
somewhat by increased equity earnings and currency exchange gains.
YEAR-TO-DATE COMPARISON
Sales for the first six months of 1996 were up 15 percent versus the
comparable period last year. Earnings improved 18 percent, and earnings
per share increased to $1.06 from $0.91.
7
<PAGE>
Electrical Construction and Maintenance Component segment results reflect
the second quarter's strong performance, particularly in commercial
markets, as sales were up 5 percent versus the same period last year.
Electronic/OEM segment sales were up 12 percent due to increases in the
worldwide automotive markets and computer peripherals market in Southeast
Asia and due to the inclusion of the Amerace industrial product lines
acquired in January.
Sales of Other Products and Components were 38 percent above the comparable
period last year, driven by increased demand for utility and
telecommunication components and by the inclusion of Amerace products.
Consolidated gross margin of 32.3 percent was better than last year's
corresponding 31.9 percent as a result of restructuring cost savings and
lower commodity costs. Marketing, general and administrative expenses, at
17.9 percent of sales, were reduced from last year's 18.1 percent of sales,
with most of the improvement resulting from productivity gains in sales and
marketing administration related to the Amerace acquisition. Research and
development expenses increased to 2.1 percent of sales compared to 1.9
percent last year, primarily due to higher spending in the Amerace
businesses. Intangibles amortization was higher by $1.7 million due to the
amortization of the goodwill incurred in the Amerace acquisition.
Other expenses increased by $2.0 million due to higher interest expense
resulting from the Amerace acquisition. The effective tax rate of 34.0
percent to date is essentially equal to last year's corresponding rate.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation has access to funds made available under a $500.0 million
revolving credit facility which expires in March 2000. The Corporation
continues to fund its capital and operating needs with cash flows from
operations augmented by borrowing under this credit facility and from other
sources.
Net cash flow from operating activities was $4.0 million in the first six
months reflecting an excess of earnings over increased working capital
investment, primarily in receivables and inventory required by sales
growth, lower payables and ongoing charges to the restructuring reserve.
Capital spending in the first six months was $42.0 million for continuing
investments in manufacturing and customer service improvements. The
Amerace, Bowers and other acquisitions required $230.1 million of cash and
dividend payments used an additional $22.5 million. The proceeds from the
sale of property, plant, equipment and businesses provided $25.0 million of
cash.
8
<PAGE>
RESTRUCTURING
Activities related to the $79.0 million restructuring charge taken in 1994
generally proceeded as anticipated during the quarter. During the second
quarter of 1996, the Corporation expended $3.3 million of the cash portion
of the restructuring reserve primarily for severance and other employee
benefits, and used $0.9 million of the non-cash portion of the reserve for
disposal of assets. Total charges applied to the restructuring reserve
through the end of the second quarter 1996 were $30.8 million for cash
spending activities and $35.4 million for non-cash activities.
The $8.0 million portion of the remaining reserve for cash restructuring
activities is for severance and other employee benefits and for
environmental clean-up and carrying costs for closed facilities, and is
expected to be spent during the balance of 1996. The $4.8 million portion
of the remaining reserve for non-cash restructuring activities is expected
to be consumed during the balance of 1996 to dispose of plant, equipment
and inventory at facilities to be closed or realigned. Anticipated total
proceeds from these disposals are not expected to be significant. The
reserves remaining at June 30, 1996 are believed to be adequate for the
purposes for which they were established.
9
<PAGE>
PART II. OTHER INFORMATION
THOMAS & BETTS CORPORATION
Item 2. Changes in Securities
See Note 6 regarding a change in state of incorporation from New
Jersey to Tennessee effective May 2, 1996. The modification of
the Common Stock from a par value of $0.50 per share to no par
value did not affect the rights of the holders of the Corporation's
Common Stock.
Item 4. Submission of Matters to a Vote of Security Holders
The matters which were voted upon at the Annual Meeting of
Shareholders held on May 1, 1996, and the results of the voting
are set forth below:
1. Each of the following persons nominated was elected to
serve as director and received the number of votes set
opposite his or her name:
Nominees for Director For Withheld
Raymond B. Carey, Jr. 17,854,420 225,764
Ernest H. Drew 17,855,106 225,078
T. Kevin Dunnigan 17,852,440 227,744
Jeananne K. Hauswald 17,853,332 226,852
Thomas W. Jones 17,853,275 226,909
Robert A. Kenkel 17,847,402 232,782
Kenneth R. Masterson 17,852,250 227,934
Clyde R. Moore 17,848,199 231,985
J. David Parkinson 17,855,262 224,922
Jean-Paul Richard 17,833,711 246,473
Ian M. Ross 17,829,205 250,979
William H. Waltrip 17,832,533 247,651
2. A proposal to reincorporate in Tennessee, including approval
of The Agreement and Plan of Merger and the Charter of the
Surviving Corporation, received 16,501,360 votes for and
238,652 votes against, with 68,943 abstentions and 1,271,229
broker non-votes.
3. A proposal to ratify the appointment of KPMG Peat Marwick LLP
as independent public accountants received 18,043,878 votes
for and 9,379 votes against, with 26,927 abstentions.
10
<PAGE>
Item 5. Other Information
(a) FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q and in written and oral
statements made by the Corporation ("T&B") may constitute "forward-
looking statement" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words "believe," "expect" and "anticipate" and
similar expressions identify forward-looking statements.
Although these statements reflect the Corporation's current views
with respect to future events and financial performance, they are
subject to many uncertainties and factors relating to the
Corporation's operations and business environment which may cause
the actual results of the Corporation to be materially different
from any future results expressed or implied by such forward-
looking statements.
Examples of such uncertainties include, but are not limited to:
changes in customer demand for various T&B products that could
affect its overall product mix, margins, plant utilization levels
and asset valuations; economic slowdown in the U.S. (contrary to
T&B's expectations of continued economic growth in the second half
of 1996) or economic slowdowns in T&B's major offshore markets,
including Canada, Western Europe (particularly Germany and the
U.K.), Japan and Taiwan; effects of significant changes in
monetary and fiscal policies in the U.S. and abroad which could
result in currency fluctuations in the Canadian dollar, German
mark and Japanese yen; inflationary pressures which could raise
interest rates and consequently T&B's cost of funds; unforeseen
difficulties in completing identified restructuring actions begun
in 1994, including disposal of idle facilities, geographic shifts
of production locations and integration of new distribution
facilities; availability and pricing of commodities and materials
needed for production of T&B's products, including steel, copper,
zinc, aluminum and plastic resins; increased downward pressure on
selling prices for T&B's products; unforeseen difficulties arising
from the integration of acquired businesses with T&B's operations;
changes in financial results and consequently in equity income
from T&B's equity investments in Taiwan, Japan, Belgium and the
U.S.; changes in environmental regulations and policies that could
impact projections of remediation expenses; significant changes in
governmental policies domestically and abroad that could create
trade restrictions, patent enforcement issues, tax rate changes
and changes in tax treatment of such items as tax credits,
withholding taxes, transfer pricing and other income and expense
recognition for tax purposes, including changes in taxation on
income generated in Puerto Rico.
11
<PAGE>
The Corporation does not, by making any forward-looking
statements, undertake any obligation to update them (whether as a
result of new information, future events or otherwise).
(b) RATIO OF EARNINGS TO FIXED CHARGES
For the
Six Months
Ended For the Years Ended
June 30, Dec. 31, Jan. 1, Jan. 2, Dec. 31, Dec. 31,
1996 1995 1995 1994 1992 1991
Ratio of
earnings to
fixed
charges(1) 3.3x 4.0x .96x 2.6x 2.2x 4.3x
(1)The ratio of earnings to fixed charges represents the number of
times fixed charges are covered by earnings from continuing
operations. For purposes of computing this ratio, earnings consist
of earnings from continuing operations before income taxes, plus
fixed charges less capitalized interest and less undistributed
earnings from less-than-50-percent-owned entities. Fixed
charges consist of interest e xpense and such portion of rental
expense which the Corporation estimates to be representative of the
interest factor attributable to such rental expense. See Exhibit
12.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this form:
(12) Computation of Ratio of Earnings to Fixed Charges
(27) Financial Data Schedule (for SEC use only)
The following exhibits are incorporated by reference in this
form:
(2) The Agreement and Plan of Merger, attached as
Exhibit A to the Articles of Merger referenced in
Exhibit 3(i),(4).1 below - See Form 8-B filed May
2, 1996.
(3)(i),(4).1 The Charter of the Registrant and Articles of
Merger of Thomas & Betts Corporation, a New Jersey
12
<PAGE>
corporation, with and into Thomas & Betts
Tennessee, Inc., a Tennessee corporation, amending
the Charter effective May 2, 1996 - See Form 8-B
filed May 2, 1996.
(3)(ii),(4).2 The Bylaws of the Registrant - See Form 8-B filed
May 2, 1996.
(4).3 Supplemental Indenture, dated May 2, 1996, relating
to the Indenture dated January 15, 1992 - See
Form 8-B filed May 2, 1996.
(10) Amendment No. 2, dated May 2, 1996, to the Credit
Agreement dated as of March 29, 1995 - See Form
8-B filed May 2, 1996.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months
ended June 30, 1996.
13
<PAGE>
THOMAS & BETTS CORPORATION
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.
THOMAS & BETTS CORPORATION
(Registrant)
DATE: August 14, 1996 /s/Fred R. Jones
Fred R. Jones
Vice President-Finance and Treasurer
DATE: August 14, 1996 /s/Jerry Kronenberg
Jerry Kronenberg
Vice President-General Counsel
14
<PAGE>
EXHIBIT 12
THOMAS & BETTS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
<TABLE>
Six Months
Ended For the Years Ended
June 30, Dec 31, Jan. 1, Jan. 2, Dec. 31, Dec. 31,
1996 1995 1995 1994 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Earnings from
continuing operations
before income taxes $64,900 $117,170 $ 494 $59,942 $52,983 $55,465
Add:
Interest on
indebtedness 21,787 28,299 26,852 30,247 33,405 12,752
Amortization of
debt expense 662 1,364 1,133 1,062 2,538 -
Portion of rents
representative of
the interest factor 3,926 7,920 7,377 7,011 6,515 3,816
Deduct:
Interest capitalized
and undistributed
earnings from less-
than-50-percent-
owned entities (4,756) (2,848) (1,863) - - (376)
Earnings
as adjusted $86,519 $151,905 $33,993 $98,262 $95,441 $71,657
Fixed charges:
Interest on
indebtedness 21,787 28,299 26,852 30,247 33,405 12,752
Amortization of
debt expense 662 1,364 1,133 1,062 2,538 -
Portion of rents
representative of
the interest factor 3,926 7,920 7,377 7,011 6,515 3,816
Total fixed charges $ 26,375 $ 37,583 $35,362 $38,320 $42,458 $16,568
Ratio of earnings
to fixed charges 3.3x 4.0x .96x 2.6 2.2x 4.3x
The ratio for the year ended January 1, 1995 of .96x, was inadequate to cover
fixed charges by $1,369. This was due to a provision for restructured
operations of $79,011 provided in the third quarter of 1994.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q for the period ended June 30, 1996, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 37,694
<SECURITIES> 81,543
<RECEIVABLES> 254,368
<ALLOWANCES> (6,330)
<INVENTORY> 258,713
<CURRENT-ASSETS> 661,245
<PP&E> 711,458
<DEPRECIATION> (292,565)
<TOTAL-ASSETS> 1,638,669
<CURRENT-LIABILITIES> 320,558
<BONDS> 592,711
0
0
<COMMON> 193,094
<OTHER-SE> 433,620
<TOTAL-LIABILITY-AND-EQUITY> 1,638,669
<SALES> 691,077
<TOTAL-REVENUES> 691,077
<CGS> 467,608
<TOTAL-COSTS> 145,053
<OTHER-EXPENSES> (4,290)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,806
<INCOME-PRETAX> 64,900
<INCOME-TAX> 22,054
<INCOME-CONTINUING> 42,846
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,846
<EPS-PRIMARY> 1.06
<EPS-DILUTED> 1.06
</TABLE>
