-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WARPSl60cRFZgExn3v1FrHFl/sRZDGD1deTz0gefBbsAI383jV+Mvz59gBGF0//n RR73hJ7kPUKxgWHHbZQXDg== 0000950131-97-003661.txt : 19970529 0000950131-97-003661.hdr.sgml : 19970529 ACCESSION NUMBER: 0000950131-97-003661 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960531 FILED AS OF DATE: 19970528 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERIAL SCIENCES CORP CENTRAL INDEX KEY: 0000755003 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 952673173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08803 FILM NUMBER: 97615197 BUSINESS ADDRESS: STREET 1: 2300 E PRATT BLVD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7084398270 10-Q/A 1 AMENDMENT TO FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 1996 COMMISSION FILE NUMBER 1-8803 MATERIAL SCIENCES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 95-2673173 (State or other jurisdiction (IRS employer identification of incorporation or organization) number) 2200 East Pratt Boulevard Elk Grove Village, Illinois 60007 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (847) 439-8270 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____ ----- As of July 9, 1996, there were outstanding 15,420,233 shares of common stock, $.02 par value. MATERIAL SCIENCES CORPORATION FORM 10-Q/A For The Quarter Ended May 31, 1996 (As Restated In Its Entirety) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ----------------------------- (a) Financial statements of Material Sciences Corporation and Subsidiaries (b) Summarized income statement information for Walbridge Coatings, An Illinois Partnership 2
Consolidated Statements of Income (Unaudited) Material Sciences Corporation and Subsidiaries Three Months Ended May 31, (In thousands, except per share data) 1996 (restated) (1) 1995 (restated) (1) - ---------------------------------------------- ------------------- ------------------- Net Sales (2) $68,884 $60,406 Cost of Sales 51,375 46,645 ------- ------- Gross Profit $17,509 $13,761 Selling, General and Administrative Expenses 11,464 8,934 ------- ------- Income from Operations $ 6,045 $ 4,827 ------- ------- Other (Income) and Expense: Interest Income $ (66) $ (93) Interest Expense - 46 Equity in Results of Partnership (114) (100) Other, Net (229) (160) ------- ------- Total Other (Income) and Expense, Net $ (409) $ (307) ------- ------- Income Before Income Taxes $ 6,454 $ 5,134 Income Taxes 2,485 1,982 ------- ------- Net Income $ 3,969 $ 3,152 ======= ======= Net Income Per Common and Common Equivalent Share $ 0.26 $ 0.20 ======= ======= Weighted Average Number of Common and Common Equivalent Shares Outstanding 15,545 15,407 ======= =======
The accompanying notes are an integral part of these statements. 3
Consolidated Balance Sheets Material Sciences Corporation and Subsidiaries May 31, February 29, 1996 (restated) (1) 1996 (restated) (1) (In thousands) Unaudited Audited - ---------------------------------------------------------------------- ------------------- ------------------- Assets: Current Assets: Cash and Cash Equivalents $ 3,912 $ 3,379 Receivables: Trade, Less Reserves of $4,585 and $4,407, Respectively (3) 30,623 25,836 Current Portion of Partnership Note 828 781 Income Taxes 758 2,156 Prepaid Expenses 3,408 3,069 Inventories 30,574 28,402 Prepaid Taxes 3,074 3,074 -------- -------- Total Current Assets $ 73,177 $ 66,697 -------- -------- Gross Property, Plant and Equipment $198,094 $185,453 Accumulated Depreciation and Amortization (78,077) (74,571) -------- -------- Net Property, Plant and Equipment $120,017 $110,882 -------- -------- Other Assets: Investment in Partnership $ 11,046 $ 10,727 Partnership Note Receivable, Less Current Portion 1,123 1,123 Intangible Assets, Net (7) 12,774 9,556 Other 871 1,041 -------- -------- Total Other Assets $ 25,814 $ 22,447 -------- -------- Total Assets $219,008 $200,026 ======== ======== Liabilities: Current Liabilities: Current Portion of Long-Term Debt $ 3,313 $ 3,014 Accounts Payable 24,278 25,343 Accrued Payroll Related Expenses 6,107 8,036 Accrued Expenses 5,734 6,588 -------- -------- Total Current Liabilities $ 39,432 $ 42,981 -------- -------- Long-Term Liabilities: Deferred Income Taxes $ 11,377 $ 11,451 Long-Term Debt, Less Current Portion 34,776 16,815 Accrued Superfund Liability 4,177 4,177 Other 6,325 6,376 -------- -------- Total Long-Term Liabilities $ 56,655 $ 38,819 -------- -------- Shareowners' Equity: Preferred Stock (4) $ - $ - Common Stock (5) 322 321 Additional Paid-In Capital 47,822 47,097 Treasury Stock at Cost (6) (3,380) (3,380) Retained Earnings 78,157 74,188 -------- -------- Total Shareowners' Equity $122,921 $118,226 -------- -------- Total Liabilities and Shareowners' Equity $219,008 $200,026 ======== ========
The accompanying notes are an integral part of these statements. 4
Consolidated Statements of Cash Flows (Unaudited) Material Sciences Corporation and Subsidiaries Three Months Ended May 31, (In thousands) 1996 (restated) (1) 1995 (restated) (1) - --------------------------------------------------------------------- ------------------- ------------------- Cash Flows From: Operating Activities: Net Income $ 3,969 $ 3,152 Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: Depreciation and Amortization 3,663 3,004 Benefit for Deferred Income Taxes (74) (79) Compensatory Effect of Stock Plans 150 162 Other, Net (114) (100) --------- -------- Operating Cash Flow Prior to Changes in Assets and Liabilities $ 7,594 $ 6,139 --------- -------- Changes in Assets and Liabilities: Receivables $ (3,734) $ (2,587) Income Taxes Receivable 1,398 1,732 Prepaid Expenses (339) (1,435) Inventories (2,172) (577) Accounts Payable (1,065) (3,800) Accrued Expenses (3,276) (3,157) Other, Net (244) 71 --------- -------- Cash Flow from Changes in Assets and Liabilities $ (9,432) $ (9,753) --------- -------- Net Cash Used in Operating Activities $ (1,838) $ (3,614) --------- -------- Investing Activities: Capital Expenditures, Net $ (12,441) $ (4,780) Acquisitions, Net of Cash Acquired (2,489) - Investment in Partnership (205) (258) Other Long-Term Assets 170 15 --------- -------- Net Cash Used in Investing Activities $ (14,965) $ (5,023) --------- -------- Financing Activities: Proceeds of Debt $ 35,535 $ 20,241 Payments to Settle Debt (18,775) (14,411) Sale of Common Stock 576 907 --------- -------- Net Cash Provided by Financing Activities $ 17,336 $ 6,737 --------- -------- Net Increase (Decrease) in Cash $ 533 $ (1,900) Cash and Cash Equivalents at Beginning of Period 3,379 5,816 --------- -------- Cash and Cash Equivalents at End of Period $ 3,912 $ 3,916 ========= ======== Supplemental Cash Flow Disclosures: Subordinated Convertible Notes Issued for Acquisition $ 1,500 $ - Cash Portion of Acquisition and Related Costs 2,489 - --------- -------- Total Consideration Paid for Acquisition $ 3,989 $ - ========= ========
The Changes in Assets and Liabilities above for the quarter ended May 31, 1996, are net of assets and liabilities acquired. The accompanying notes are an integral part of these statements. 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MATERIAL SCIENCES CORPORATION The data for the three months ended May 31, 1996 and 1995 have not been audited by independent public accountants but, in the opinion of the Company, reflect all adjustments (consisting of only normal, recurring adjustments) necessary for a fair presentation of the information at those dates and for those periods. The financial information contained in this report should be read in conjunction with the Company's 1996 Annual Report to Shareowners and Annual Report on Form 10-K/A. Certain prior year amounts have been reclassified to conform with the fiscal 1997 presentation. (1) On April 7, 1997, the Company announced that it had discovered accounting irregularities at one of its operating units. An independent investigation has confirmed that the controller of such operating unit acted alone and altered and falsified that unit's financial reports beginning in fiscal 1995. The Company has taken actions since learning of the accounting irregularities intended to prevent a recurrence of this situation. The Company's financial statements for the three months ended May 31, 1996 and 1995 have been restated to reflect the correction of the accounting irregularities. The effect of this incident on results of operations for fiscal 1995 was not material and the amount related to this period is reflected in the first quarter of fiscal 1996. The effect of restatement for the three months ended May 31, 1996 and 1995 results of operations is as follows:
Three Months Ended May 31, 1996 Three Months Ended May 31, 1995 ------------------------------- ------------------------------- Previously Previously Reported Restated Reported Restated --------- -------- -------- -------- Net Sales $68,884 $68,884 $60,406 $60,406 Gross Profit 18,569 17,509 16,537 13,761 Income from Operations 7,105 6,045 7,603 4,827 Net Income 4,621 3,969 4,866 3,152 Net Income per Common and Common Equivalent Share 0.30 0.26 0.32 0.20
The effect of the restatement on the May 31, 1996 Consolidated Balance Sheet resulted in corresponding decreases of $4,141 in Inventories, $1,806 in Accrued Expenses, and $4,134 in Retained Earnings and increases of $758 in Income Taxes Receivable and $2,557 in Accounts Payable as compared to the May 31, 1996 amounts previously reported. The effect of the restatement on the February 29, 1996 Consolidated Balance Sheet resulted in corresponding decreases of $4,245 in Inventories and $3,482 in Retained Earnings and increases of $2,156 in Income Taxes Receivable and $1,393 in Accounts Payable as compared to the February 29, 1996 amounts previously reported. 6 (2) During the three month periods ending May 31, 1996 and 1995, the Company derived approximately 22.0% and 23.7%, respectively, of its sales from fees billed to the Partnership by a subsidiary of the Company for operating the Walbridge, Ohio facility. (3) Includes trade receivables due from the Partnership of $580 at May 31, 1996 and $1,752 at February 29, 1996. (4) Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 7,500,000 Designated Series A Junior Participating Preferred; None Issued. (5) Common Stock, $.02 Par Value; 20,000,000 Shares Authorized; 16,102,018 Shares Issued and 15,413,370 Shares Outstanding at May 31, 1996 and 16,046,398 Shares Issued and 15,357,750 Shares Outstanding at February 29, 1996. (6) Treasury Stock at Cost; 688,648 Shares at May 31, 1996 and February 29, 1996. (7) During the first quarter of fiscal 1997, the Company purchased certain assets of a distributor of solar control and safety window film in the Western U.S. and internationally. Consideration for the purchase, including transaction costs, was $1,500 in subordinated convertible notes ("Notes") and $2,489 in cash. The Notes bear interest at a rate of 7% per annum. The Notes are convertible into shares of the Company's Common Stock at a conversion price of $20.80 per share. The Notes mature in five equal installments with one series of notes becoming due annually beginning on June 1, 1997. The acquisition has been accounted for under the purchase method of accounting. (8) On June 25, 1996, the Company filed a Form 8-K regarding the adoption of a new rights agreement. The Company issued a dividend to shareowners of record on July 2, 1996, of one right ("Right") for each outstanding share of the Company's Common Stock. Each Right entitles shareowners to buy 1/100th of a share of Series B Junior Participating Preferred Stock at an initial exercise price of $70.00. The Rights will be exercisable only if a person or group acquires, or announces a tender offer, for 20 percent or more of MSC's Common Stock. Upon an acquisition of 20 percent or more of MSC's Common Stock by a person or group, the Rights (other than those held by such person or group) "flip in" to the right to buy the number of shares of MSC's Common Stock valued at two-times the exercise price of the Rights. Additionally, if MSC enters into a merger or other business combination with a person or group owning 20 percent or more of MSC's outstanding Common Stock, the Rights (other than those held by such person or group) "flip over" into the right to buy that number of shares of common stock of the acquiring company valued at two-times the exercise price of the Rights. MSC may exchange the Rights for its Common Stock on a one-for-one basis at any time after a person or group has acquired 20 percent or more of its outstanding Common Stock. MSC will be entitled to redeem the Rights at one cent per Right (payable in Common Stock of the Company, cash or other consideration, at MSC's option) at any time before public disclosure that a 20 percent position has been acquired. The Rights will expire on July 1, 2006, unless previously redeemed or exercised. 7 Summarized Income Statement Information (Unaudited) Walbridge Coatings, An Illinois Partnership
Three Months Ended May 31, (In thousands) 1996 1995 - ---------------------------------- ------- ------- Net Revenues $18,066 $17,256 Gross Profit $ 817 $ 969 Income from Operations $ 187 $ 363 Net Loss $ (169) $ (127)
NOTE: The Net Loss shown above does not directly correlate to the Equity in Results of Partnership shown in the Company's Statement of Income due to certain contractual allocation requirements of the Partnership. The Company's primary financial benefit from participation in the Partnership is in the form of revenues from operating the Walbridge, Ohio facility. These revenues are included in the Company's net sales. 8
MATERIAL SCIENCES CORPORATION FORM 10-Q/A For the Quarter Ended May 31, 1996 PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Material Sciences Corporation ("MSC" or "Company") operates in one business segment comprised of the following four product groups: laminates and composites, specialty films, coil coating and electrogalvanizing. The following table provides a summary of net sales and the percent of net sales of MSC's product groups. Net Sales Summary Quarter Ended May 31, - --------------------- ------------------------------------------ 1996 1995 ------------------- -------------------- Product Group: Dollars Percent Dollars Percent --------- --------- --------- --------- Laminates and Composites $15,458 22.5% $13,930 23.1% Specialty Films 10,149 14.7% 5,760 9.5% Coil Coating 28,114 40.8% 26,394 43.7% Electrogalvanizing 15,163 22.0% 14,322 23.7% ------- ----- ------- ----- $68,884 100.0% $60,406 100.0% ======= ===== ======= =====
9 Accounting Irregularities And Restatement Of Financial Statements As described in Note 1 of the Notes to Consolidated Financial Statements, on April 7, 1997, the Company announced that it had discovered accounting irregularities at one its operating units. An independent investigation has confirmed that the controller of such operating unit acted alone and altered and falsified that unit's financial reports beginning in fiscal 1995. The Company has taken actions since learning of the accounting irregularities intended to prevent a recurrence of this situation. The Company's financial statements for the three months ended May 31, 1996 and 1995 have been restated to reflect the correction of the accounting irregularities. The effect of this incident on results of operations for fiscal 1995 was not material and the amount related to this period is reflected in the first quarter of fiscal 1996. After restatement, the pretax effect of the total understatement of cost of sales related to the accounting irregularities amounted to $1,060 and $2,776 for the three months ended May 31, 1996, and 1995, respectively. The Information In The Discussion Which Follows Is Presented After Restatement Of The Financial Statements RESULTS OF OPERATIONS - --------------------- Net Sales Net sales in the first quarter of fiscal 1997 increased 14.0% over the first quarter of fiscal 1996. Sales of laminates and composites increased by 11.0%; specialty films 76.2%; coil coating 6.5%; and electrogalvanizing 5.9%. Laminates And Composites During the first quarter of fiscal 1997, laminates and composites sales grew 11.0% over the same period last year. All major products contributed to the increase, which was led by disc brake noise damper materials. Specialty Films Sales of specialty films products increased 76.2% in the first quarter of fiscal 1997, as compared to the same quarter last year. The increase is attributable to the acquisition of Solar Gard International, Inc. ("SGI") during the third quarter of last year and gains across all major product lines. In addition, at May 31, 1996, the Company completed the acquisition of a West Coast distributor, further strengthening its position in this market. Coil Coating Coil coating sales for the three months ended May 31, 1996, were 6.5% higher than the same period in fiscal 1996. Increased sales of building products, clutch plates and automotive trim were partially offset by a decline in truck trailer and fuel tank sales. 10 Electrogalvanizing MSC participates in the electrogalvanizing market through Walbridge Coatings (the "Partnership"), a partnership among subsidiaries of MSC, Bethlehem Steel Corporation ("Bethlehem") and Inland Steel Industries, Inc. ("Inland"). MSC's net sales for electrogalvanizing consists of various fees charged to the Partnership for operating the facility. Bethlehem and Inland are primarily responsible for the sales and marketing activities of the Partnership. The Company's primary financial benefits from the Partnership are the revenues billed to Walbridge Coatings for operating the facility. These revenues represent 22.0% and 23.7% of the Company's net sales in the first three months of fiscal 1997 and 1996, respectively. The profitability for operating the facility is comparable to the Company's overall operating results. Under the equity method of accounting, the Company includes its portion of the Partnership shown in the Consolidated Statements of Income. The amounts do not directly correlate to the Company's 50% ownership interest due to contractual allocation requirements of the Partnership agreement. MSC's electrogalvanizing sales increased 5.9% and electrogalvanizing volume increased 4.6% to 126,186 tons in the first quarter of fiscal 1997 from 120,623 tons in the prior fiscal year period. The increase in sales and volume over the previous first quarter resulted from improved yields and higher line utilization. The sales and marketing responsibilities of the Partnership are split between Bethlehem and Inland at 77% and 23%, respectively. During the first three months of fiscal 1997, Inland utilized only 7% of available production line time rather than its full 23% share. Bethlehem and other customers utilized this additional available line time. Inland is reviewing its future involvement in the Partnership, and therefore, there is no assurance that Inland will utilize its full 23% of available line time on a long-term basis. The Company believes that any short-term disruption in volume that might be caused by a reduction in Inland's line time requirements could eventually be replaced by additional volume from Bethlehem and other customers. Gross Profit MSC's gross profit margin was 25.4% for the first quarter of fiscal 1997 in comparison to 22.8% for the same period last year. The increase was related to incremental gross profit margin related to the SGI acquisition and inclusion of $1,847 related to fiscal 1995 irregularities included in the first quarter of fiscal 1996 offset by changes in the product mix, a more competitive pricing environment and lower productivity at our Middletown, Ohio operation, due to an unusually large number of new business qualification trials. Selling, General and Administrative Expenses Selling, general and administrative ("SG&A") expenses increased to 16.6% of sales in the first quarter of fiscal 1997 from 14.8% of sales for the same period last fiscal year. This increase in SG&A was largely due to additional ongoing expenses related to SGI. SG&A was also affected by the Company's continued strategic plan for growth utilizing effective product marketing, research and development and international marketing efforts. 11 Total Other (Income) and Expense, Net and Income Taxes Total other (income) and expense, net was income of $.4 million for the first three months of fiscal 1997 as compared to income of $.3 million for the first quarter of fiscal 1996. During the first quarter of fiscal 1997, the Company capitalized interest expense of $.3 million, compared to $.1 million in the same period last year. MSC's effective income tax rate was approximately 38.5% during the first quarter of fiscal 1997 and fiscal 1996. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the first quarter of fiscal 1997, MSC utilized $1.8 million of cash from operating activities compared to $3.6 million in the first quarter last year. The decrease in cash utilization is due mainly to the timing of vendor payments of accounts payable, offset, in part by higher receivables and inventories. For the three months ended May 31, 1996, MSC invested $12.4 million in capital improvement projects compared with $4.8 million in the same period last year. The increase in capital expenditures is due to the construction in process of a new coil coating facility in Elk Grove Village, Illinois. In addition, the Company purchased certain assets of a West Coast distributor of solar control and safety window film for approximately $4.0 million payable in cash and convertible notes. MSC's long-term debt, less current portion, increased at May 31, 1996, to $34.8 million from $16.8 million at fiscal year end due mainly to increased capital expenditures and the acquisition of the West Coast distributor of solar control and safety window film. The Company maintains two unsecured lines of credit totaling $50.0 million. There was $22.0 million outstanding under these lines of credit as of May 31, 1996, versus $4.8 million as of February 29, 1996. The Company has executed letters of credit totaling $4.9 million against these lines leaving available lines of credit of $23.1 million at May 31, 1996. The Company believes that its cash flow from operations, together with available financing (including an increase in a line of credit if required), and cash on hand will be sufficient to fund its working capital needs, capital expenditure program and debt amortization. The Company has a capital lease obligation, which was $6.5 million as of May 31, 1996, relating to a facility which the Company subleases to the Partnership. In addition, throughout the term of the Partnership, the Company is contingently responsible for 50% of the Partnership's financing requirements, including the Company's share (approximately $3.4 million) of $6.8 million in Partnership financing loans from third parties at May 31, 1996. MSC continues to participate in the implementation of settlements with the government for the clean-up of various Superfund sites. For additional information, refer to MSC's Form 10-K/A for the fiscal year ended February 29, 1996. 12 MATERIAL SCIENCES CORPORATION FORM 10-Q/A For The Quarter Ended May 31, 1996 PART II. OTHER INFORMATION Item 6. Exhibits And Reports On Form 8-K - ----------------------------------------- (a)(3)(i)(a) Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock. (a)(3)(i)(b) Certificate of Elimination of the Designation of the Series A Preferred Stock of Material Sciences Corporation. (a)(27) Financial Data Schedule (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. On June 25, 1996, the Company filed a Form 8-K regarding the adoption of a new rights agreement. 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, in Elk Grove Village, State of Illinois, on the 23rd day of May, 1997. MATERIAL SCIENCES CORPORATION By: /s/ Gerald G. Nadig ------------------- Gerald G. Nadig President and Chief Executive Officer By:/s/ James J. Waclawik, Sr. -------------------------- James J. Waclawik, Sr. Vice President, Chief Financial Officer, and Secretary 14 MATERIAL SCIENCES CORPORATION QUARTERLY REPORT ON FORM 10-Q/A INDEX TO EXHIBITS
Sequentially Exhibit Number Description of Exhibit Numbered Page - -------------- ---------------------- ------------- (3)(i)(a) Certificate of Designation, ** Preferences and Rights of Series B Junior Participating Preferred Stock. (3)(i)(b) Certificate of Elimination of ** the Designation of the Series A Preferred Stock of Material Sciences Corporation. (4) Rights Agreement, dated as of * June 20, 1996, between Material Sciences Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C. (27) Financial Data Schedule
* Incorporated by reference to the Company's Registration Statement on Form 8-A, filed with the Commission on June 25, 1996. ** Previously filed with the Company's Form 10-Q for the quarterly period ended May 31, 1996. 15 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Consolidated Statements of Income and Consolidated Balance Sheet and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS FEB-28-1997 MAR-01-1996 MAY-31-1996 3,912 0 35,208 4,585 30,574 73,177 198,094 78,077 219,008 39,432 34,776 322 0 0 122,599 219,008 68,884 68,884 51,375 51,375 0 0 0 6,454 2,485 3,969 0 0 0 3,969 0.26 0.26
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