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 first twelve week accounting period ended March 22, 1997
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 1-6024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 38-1185150
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN 49351
(Address of Principal Executive Offices) (Zip Code)
(616) 866-5500
(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 twelve (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 ninety (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.
There were 28,657,019 shares of Common Stock, $1 par value,
outstanding as of May 2, 1997, of which 578,255 shares are held
as Treasury Stock. The shares outstanding have not been adjusted
for the 3-for-2 stock split to be paid on May 23, 1997, on shares
outstanding at the close of business on May 2, 1997.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
MARCH 22, DECEMBER 28, MARCH 23,
1997 1996 1996
(UNAUDITED) (AUDITED) (UNAUDITED)
----------- --------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,995 $ 8,534 $ 8,920
Accounts receivable, less allowances
March 22, 1997 - $5,194
December 28, 1996 - $5,634
March 23, 1996 - $3,450 126,048 125,999 78,746
Inventories:
Finished products 97,954 71,346 65,167
Raw materials and work in process 47,767 46,081 40,995
-------- -------- --------
145,721 117,427 106,162
Other current assets 12,908 12,668 34,487
-------- -------- --------
TOTAL CURRENT ASSETS 289,672 264,628 228,315
PROPERTY, PLANT & EQUIPMENT
Gross cost 135,835 130,779 112,473
Less accumulated depreciation 69,017 67,776 63,979
-------- -------- --------
66,818 63,003 48,494
OTHER ASSETS 38,535 33,967 22,389
-------- -------- --------
TOTAL ASSETS $395,025 $361,598 $299,198
======== ======== ========
See notes to consolidated condensed financial statements.
-2-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED
(THOUSANDS OF DOLLARS)
MARCH 22, DECEMBER 28, MARCH 23,
1997 1996 1996
(UNAUDITED) (AUDITED) (UNAUDITED)
----------- --------- -----------
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 5,611 $ 1,026 $ 3,160
Accounts payable and other accrued liabilities 62,525 68,708 35,441
Current maturities of long-term debt 57 76 84
-------- -------- --------
TOTAL CURRENT LIABILITIES 68,193 69,810 38,685
LONG-TERM DEBT (less current maturities) 71,039 41,233 42,569
OTHER NONCURRENT LIABILITIES 11,468 11,263 10,372
STOCKHOLDERS' EQUITY
Common Stock - par value $1, authorized
80,000,000 shares; shares issued
(including shares in treasury):
March 22, 1997 - 42,489,592 shares
December 28, 1996 - 42,256,145 shares
March 23, 1996 - 41,762,850 shares 42,490 42,256 41,763
Additional paid-in capital 54,535 53,404 48,286
Retained earnings 157,258 153,475 126,248
Accumulated translation adjustments (236) 79 (349)
Unearned compensation (2,620) (2,908) (1,649)
Cost of shares in treasury:
March 22, 1997 - 564,406 shares
December 28, 1996 - 557,323 shares
March 23, 1996 - 548,239 shares (7,102) (7,014) (6,727)
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY 244,325 239,292 207,572
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $395,025 $361,598 $299,198
======== ======== ========
-3-
( ) - Denotes deduction.
See notes to consolidated condensed financial statements.
-4-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
12 WEEKS ENDED
--------------------------
MARCH 22, MARCH 23,
1997 1996
---------- ----------
NET SALES AND OTHER OPERATING INCOME $ 129,301 $ 83,842
Cost of products sold 90,912 58,519
---------- ----------
GROSS MARGIN 38,389 25,323
Selling and administrative expenses 30,658 20,489
---------- ----------
OPERATING INCOME 7,731 4,834
OTHER EXPENSES (INCOME):
Interest expense 977 626
Interest income (168) (407)
Other - net 14 (323)
---------- ----------
823 (104)
---------- ----------
EARNINGS BEFORE INCOME TAXES 6,908 4,938
Income taxes 2,215 1,545
---------- ----------
NET EARNINGS $ 4,693 $ 3,393
========== ==========
EARNINGS PER SHARE:
Primary $ .11 $ .08
========== ==========
Fully diluted $ .11 $ .08
========== ==========
CASH DIVIDENDS PER SHARE $ .0217 $ .0178
========== ==========
-5-
SHARES USED FOR NET EARNINGS
PER SHARE COMPUTATION:
Primary 43,243,087 42,333,462
========== ==========
Fully diluted 43,274,949 42,356,362
========== ==========
See notes to consolidated condensed financial statements.
-6-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
12 WEEKS ENDED
------------------------
MARCH 22, MARCH 23,
1997 1996
-------- --------
OPERATING ACTIVITIES
Net earnings $ 4,693 $ 3,393
Depreciation, amortization and other non-cash items 157 (278)
Changes in operating assets and liabilities:
Accounts receivable (49) 4,646
Inventories (28,294) (17,812)
Other current assets (240) 4,308
Accounts payable and other accrued liabilities (6,183) 217
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (29,916) (5,526)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 36,803 12,000
Payments of long-term borrowings (7,016) (25)
Proceeds from short-term borrowings 4,585 821
Cash dividends (910) (738)
Proceeds from shares issued under employee stock plans 1,277 550
-------- --------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 34,739 12,608
INVESTING ACTIVITIES
Purchase of business -- (22,750)
Additions to property, plant and equipment (6,455) (3,127)
Other (1,907) 627
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (8,362) (25,250)
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (3,539) (18,168)
-7-
Cash and cash equivalents at beginning of year 8,534 27,088
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
FIRST QUARTER $ 4,995 $ 8,920
======== ========
( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.
-8-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 22, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for fair presentation have been included. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996. Certain amounts in 1996 have been reclassified to
conform with the presentation used in 1997.
NOTE B - FLUCTUATIONS
The Company's sales are seasonal, particularly in its major divisions, The
Hush Puppies Company, the Wolverine Footwear Group, the Caterpillar Footwear
Group and the Wolverine Slipper Group. Seasonal sales patterns and the fact
that the fourth quarter has sixteen or seventeen weeks as compared to
twelve weeks in each of the first three quarters cause significant
differences in sales and earnings from quarter to quarter. These
differences, however, follow a consistent pattern each year.
NOTE C - COMMON STOCK
On April 17, 1997, the Company announced a 3-for-2 stock split on shares
outstanding on May 2, 1997 payable on May 23, 1997. All share and per
share data have been retroactively adjusted for the increased shares
resulting from the stock split.
NOTE D - EARNINGS PER SHARE
Primary earnings per share are computed based on the weighted average
shares of common stock outstanding during each period assuming that the
stock split described in Note C had been completed at the beginning of the
earliest period presented. Common stock equivalents (stock options) are
included in the computation of primary and fully diluted earnings per
share.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE.
-9-
The Statement changes the method for computing and presenting earnings per
share and will be effective for the Company's fiscal year ending January
3, 1998. The effect of adopting this standard is not expected to have a
material effect on previously reported earnings per share amounts.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISON OF FIRST QUARTER 1997 TO FIRST QUARTER
1996
First quarter net sales and other operating income of $129.3 million for
1997 exceeded the 1996 level by $45.5 million (a 54.2% increase). The Hush
Puppies Wholesale Division reported an $8.5 million (35.9%) increase
reflecting the continued popularity of the Hush Puppies[REGISTERED] Classics
product line. The Wolverine Footwear Group continued its strong performance
accounting for $14.1 million (46.7%) of the increase in quarterly net sales
and other operating income. The Caterpillar Footwear Group continued its
strong growth rate showing a $5.1 million (68.1%) increase over the 1996
first quarter net sales level. The Wolverine Leathers Division reported a
$4.6 million (100.8%) increase over the first quarter of 1996. Hush
Puppies UK Ltd. and Hy-Test reported $14.7 million and $8.6 million,
respectively, in net sales for the first quarter of 1997, neither of which
were included in first quarter 1996 operations. The Wolverine Slipper
Group's sales were lower, reporting a decrease of $3.5 million.
The Hush Puppies Wholesale Division increased sales 35.9% over 1996 levels,
with the men's, women's, children's and Wimzees products all showing
increases. Net sales and other operating income for the Hush Puppies
International Division increased $0.4 million (17.7%) in the first quarter
of 1997 over the 1996 first quarter level, as sales of Hush Puppies
[REGISTERED] Classics strengthened internationally. The Hush Puppies Retail
Division net sales increased $1.0 million (19.9%) for the quarter as the
retail climate improved over 1996 and strong product offerings boosted
sales. Hush Puppies UK Ltd. performed in line with expectations reporting
$14.7 million in net sales for the first quarter of 1997.
The Wolverine Footwear Group reported a $14.1 million (46.7%) increase in
net sales over first quarter 1996. With the introduction of the DuraShocks
SR technology, Wolverine Brand Division reported an 18.3%
increase in net sales and other operating income. Hy-Test reported $8.6
million in net sales for the first quarter of 1997. The operations of
Hy-Test were first included in the Company's operations in the second
quarter of 1996. Bates Division net sales increased 18.2% reflecting
increased penetration of military and civilian uniform markets.
The Caterpillar Footwear Group recognized a 68.1% increase in net sales in
the first quarter of 1997 as compared to 1996. Continued establishment of
the domestic wholesale business and exceptional brand appeal around the
world continue to drive this business. Caterpillar order backlog in pairs
is up over 90% when compared to the first quarter of 1996.
The Wolverine Slipper Group had a slow first quarter showing a decline in
sales of $3.5 million. However, Hush Puppies[REGISTERED] branded slippers
-11-
performed well at retail during its first season. Incoming order rates
were down during the first quarter, but early second quarter rates reflect
improvements.
The Wolverine Leathers Division boasted a $4.6 million (100.8%) net
sales and other operating income increase over first quarter 1996 with
licensee and domestic accounts both contributing to the increase. Strong
demand for performance leather and sueded products continue to drive the
volume increases.
Gross margin as a percentage of net sales and other operating income for
the first quarter of 1997 was 29.7% compared to the prior year level of
30.2%. The decline in gross margin was primarily a result of a planned
change in business mix. The addition of Hush Puppies UK Ltd., and
significant growth of the Wolverine Leathers Division ($1.3 million gross
margin increase), both of which operate at lower gross margin levels, had
a dilutive impact on the Company's gross margin. Improved margins were
recognized in the Hush Puppies Wholesale Division through improved initial
pricing margins, increased licensing revenues and manufacturing and
sourcing efficiencies. The Hush Puppies Retail Division reported a $0.6
million increase in gross margin. The Wolverine Footwear Group's gross
margin remained relatively flat.
Selling and administrative expenses of $30.7 million for the first quarter
of 1997 increased $10.2 million over the 1996 first quarter level of $20.5
million and as a percentage of net sales decreased to 23.7% in the first
quarter of 1997 from 24.4% in the first quarter of 1996. If the first
quarter 1996 acquisitions of Hy-Test, Inc. and Hush Puppies UK Ltd. are
eliminated, selling and administrative expenses as a percentage of net
sales would have been 25.4% for the first quarter of 1997. Reductions
were noted in general selling and distribution costs as a percentage of
net sales eliminating the effects of Hy-Test and Hush Puppies UK Ltd.
operations. Offsetting these improvements were investments in branded
marketing initiatives, information system upgrades and costs associated
with fringe benefit and retirement programs.
Interest expense for the first quarter of 1997 was $1.0 million, compared
to $0.6 million for the same period of 1996. The increase in 1997 interest
expense reflects an increase in borrowings outstanding over the 1996 first
quarter balance resulting from the 1996 acquisitions and working capital
requirements.
The 1997 effective tax rate of 32.0% increased from 31.3% in 1996. The
effective tax rate increased as the non-taxable net earnings of foreign
subsidiaries became a smaller percentage of total consolidated earnings
in 1997 as compared to 1996.
Net earnings of $4.7 million for the twelve weeks ended March 22, 1997
compared favorably to net earnings of $3.4 million for the respective
-12-
period of 1996 (a 38.3% net earnings increase). Earnings per share of
$.11 post split for the first quarter 1997 compares to $.08 post split
for the same period of 1996. Increased earnings are primarily a result
of the items noted above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
qNet cash used by operating activities was $29.9 million in 1997 compared to
$5.5 million in 1996. Cash of $34.8 million for first quarter 1997 and
$8.6 million for first quarter 1996 was used to fund working capital
requirements. Accounts receivable of $126.0 million at March 22, 1997
reflect an increase of $47.3 million (60.0%) over the balance at March 23,
1996 and was unchanged from the December 28, 1996 balance. Inventories of
$145.7 million at March 22, 1997 reflect increases of $40.0 million (37.3%)
and $28.3 million (24.1%) over the balances at March 23, 1996 and December
28, 1996, respectively. A portion of the increase in accounts receivable
and inventories was due to the 1996 acquisitions of the assets of Hy-Test,
Inc. and Hush Puppies UK Ltd., which on a combined basis contributed 35.5%
and 16.4% of the respective accounts receivable and inventory increases
from March 23, 1996. Excluding the impact of the acquisitions, consolidated
accounts receivable and inventories grew less than the rate of sales during
the quarter. On a comparable operating basis, accounts receivable and
inventories increased 24.5% and 20.8%, respectively, compared to a sales
increase of 25.0%. Order backlog was approximately 30% higher at March 22,
1997, when compared to the previous years' first quarter, supporting the
need for increased inventories to meet anticipated future demand in both
wholesale and manufacturing operations. Accounts payable of $62.5 million
at March 22, 1997 reflect a $27.1 million (76.4%) increase over the $35.4
million balance at March 23, 1996 and a $6.2 million (9.0%) decrease over
the $68.7 million balance at December 28, 1996. When compared to the
first quarter 1996 balance, $10.5 million of the increase is attributable
to the 1996 acquisitions mentioned above.
Other current assets of $12.8 million at March 22, 1997 compares to
$34.5 million at March 23, 1996. The 1996 balance included $22.8 million of
unallocated Hy-Test assets purchased on the last day of the reporting period.
Additions to property, plant and equipment of $6.5 million in the first
quarter of 1997 compares to $2.7 million reported during the same period in
1996. The majority of these expenditures are related to the construction
of a new corporate business center, modernization of existing corporate
buildings, expansion of warehouse facilities and purchases of manufacturing
equipment necessary to continue to upgrade the Company's footwear and
leather manufacturing facilities. Depreciation and amortization of $2.2
million in the first quarter of 1997 compares to $1.5 million in the first
quarter of 1996. This increase was a result of the capital investments
noted above and the amortization of goodwill related to the two 1996
acquisitions.
-13-
The Company maintains short-term borrowing and commercial letter-of-credit
facilities of $68.5 million, of which $5.6 million, $1.0 million and $3.2
million were outstanding at March 22, 1997, December 28, 1996 and March 23,
1996, respectively. Long-term debt, excluding current maturities, of $71.0
million at March 22, 1997 compares to $42.6 million and $41.2 million at
March 23, 1996 and December 28, 1996, respectively. The increase in debt
since December 28, 1996 was a result of the seasonal working capital
requirements of the Company.
It is expected that continued growth of the Company will require increases
in capital funding over the next several years. In the fourth quarter of
1996, the Company renegotiated its long-term revolving debt agreement and
increased the amount available under its credit facilities. The combination
of cash flows from operations and available credit facilities are expected
to be sufficient to meet future capital needs.
The 1997 first quarter dividend declared of $.0217 per share (post split)
of common stock represents approximately a 21.7% increase over the $.0178
per share (post split) declared for the first quarter of 1996. The
dividend is payable May 1, 1997 to stockholders of record on April 1, 1997.
Additionally, shares issued under stock incentive plans provided cash of
$1.3 million in 1997 compared to $0.6 million in 1996.
During 1996, the Company completed two acquisitions. The Company purchased
the work, safety and occupational footwear business of Hy-Test, Inc. from
The Florsheim Shoe Company and the rights to and certain assets of the Hush
Puppies wholesale shoe business in the United Kingdom and Ireland from
British Shoe Corporation, a subsidiary of Sears Plc. The combined purchase
price of these acquisitions was $31.5 million, of which $29.2 million was
paid in cash in 1996. The Company has an active program to evaluate
strategic business acquisitions on a global basis and may, from time to
time, make additional acquisitions.
The current ratio at year end was 4.2 to 1.0 in 1997 compared with 5.9 to
1.0 in 1996. The Company's total debt to total capital ratio increased to
.24 to 1.0 in 1997 from .18 to 1.0 in 1996.
-14-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following documents are filed as exhibits to this
report on Form 10-Q:
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the period ended June 15, 1996. Here incorporated by
reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1
above.
4.2 Rights Agreement dated as of May 7, 1987, as amended and
restated as of October 24, 1990. Previously filed with
Amendment No. 1 to the Company's Form 8-A filed November 13,
1990. Here incorporated by reference. This agreement has been
amended by the Second Amendment to Rights Agreement included as
Exhibit 4.6 below.
4.3 Credit Agreement dated as of October 11, 1996 with NBD Bank, NA
as Agent. Previously filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1996. Here incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81%
Senior Notes. Previously filed as Exhibit 4(d) to the
Company's Quarterly Report on Form 10-Q for the period ended
September 10, 1994. Here incorporated by reference.
4.5 The Registrant has several classes of long-term debt
instruments outstanding in addition to that described in
Exhibit 4.4 above. The amount of none of these classes of debt
outstanding on March 31, 1997 exceeded 10% of the Company's total
consolidated assets. The Company agrees to furnish copies of
any agreement defining the rights of holders of any such long-
term indebtedness to the Securities and Exchange Commission
upon request.
-15-
4.6 Second Amendment to Rights Agreement made as of October 28,
1994 (amending the Rights Agreement included as Exhibit 4.2
above). Previously filed as Exhibit 4(f) to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994. Here incorporated by reference.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed
during the period for which this report is filed.
-16-
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.
WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES
MAY 6, 1997 /S/GEOFFREY B. BLOOM
Date Geoffrey B. Bloom
Chairman and Chief Executive Officer
(Duly Authorized Signatory for Registrant)
MAY 6, 1997 /S/STEPHEN L. GULIS, JR.
Date Stephen L. Gulis, Jr.
Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer and Duly
Authorized Signatory for Registrant)
-17-
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the period ended June 15, 1996. Here incorporated by
reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1
above.
4.2 Rights Agreement dated as of May 7, 1987, as amended and
restated as of October 24, 1990. Previously filed with
Amendment No. 1 to the Company's Form 8-A filed November 13,
1990. Here incorporated by reference. This agreement has been
amended by the Second Amendment to Rights Agreement included as
Exhibit 4.6 below.
4.3 Credit Agreement dated as of October 11, 1996 with NBD Bank, NA
as Agent. Previously filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1996. Here incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81%
Senior Notes. Previously filed as Exhibit 4(d) to the
Company's Quarterly Report on Form 10-Q for the period ended
September 10, 1994. Here incorporated by reference.
4.5 The Registrant has several classes of long-term debt
instruments outstanding in addition to that described in
Exhibit 4.4 above. The amount of none of these classes of debt
outstanding on March 31, 1997 exceeded 10% of the Company's total
consolidated assets. The Company agrees to furnish copies of
any agreement defining the rights of holders of any such long-
term indebtedness to the Securities and Exchange Commission
upon request.
4.6 Second Amendment to Rights Agreement made as of October 28,
1994 (amending the Rights Agreement included as Exhibit 4.2
above). Previously filed as Exhibit 4(f) to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994. Here incorporated by reference.
27 Financial Data Schedule.
5
1,000
OTHER
JAN-03-1998
DEC-29-1996
MAR-22-1997
4,995
0
126,048
5,194
145,721
289,672
135,835
69,017
395,025
68,193
71,039
42,490
0
0
201,835
395,025
129,301
129,301
90,912
90,912
0
0
977
6,908
2,215
4,693
0
0
0
4,693
.11
.11
