-----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, LTszKL9TQuQfW31dxoiprw4968llVq7bUutj80JPvP0Duwr6CxeqfkwbRhmjvxyB TAJ3W87ptymu/qwGeKDKow== 0000950135-97-002252.txt : 19970512 0000950135-97-002252.hdr.sgml : 19970512 ACCESSION NUMBER: 0000950135-97-002252 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970328 FILED AS OF DATE: 19970509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMBERLAND CO CENTRAL INDEX KEY: 0000814361 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 020312554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09548 FILM NUMBER: 97599694 BUSINESS ADDRESS: STREET 1: 200 DOMAIN DR CITY: STRATHAM STATE: NH ZIP: 03885 BUSINESS PHONE: 6037729500 MAIL ADDRESS: STREET 1: 200 DOMAIN DR CITY: STRATHAM STATE: NH ZIP: 03885 10-Q 1 THE TIMBERLAND COMPANY 1 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 March 28, 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 1-9548 ------ The Timberland Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 02-0312554 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 200 Domain Drive, Stratham, New Hampshire 03885 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 772-9500 --------------------------- 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 --- --- On May 2, 1997, 8,486,822 shares of the registrant's Class A Common Stock were outstanding and 2,733,832 shares of the registrant's Class B Common Stock were outstanding. 2 THE TIMBERLAND COMPANY FORM 10-Q TABLE OF CONTENTS Page(s) ------- Independent Accountants' Report 1 Part I Financial Information (unaudited) - ---------------------------- Condensed Consolidated Balance Sheets - 2-3 March 28, 1997 and December 31, 1996 Condensed Consolidated Statements of Operations - 4 For the three months ended March 28, 1997 and March 29, 1996 Condensed Consolidated Statements of Cash Flows - 5 For the three months ended March 28, 1997 and March 29, 1996 Notes to Condensed Consolidated Financial Statements 6-7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 Part II Other Information 11 - ------------------------- 3 Form 10-Q Page 1 INDEPENDENT ACCOUNTANTS' REPORT - ------------------------------- To the Stockholders and Board of Directors of The Timberland Company: We have reviewed the accompanying condensed consolidated balance sheet of The Timberland Company and subsidiaries as of March 28, 1997, and the related condensed consolidated statements of operations and cash flows for the three-month periods ended March 28, 1997 and March 29, 1996. These condensed financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of The Timberland Company and subsidiaries as of December 31, 1996, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then ended (not presented herein); and, in our report dated February 5, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1996, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Deloitte & Touche LLP Boston, Massachusetts April 21, 1997 4 Form 10-Q Page 2 Part I Financial Information - ---------------------------- THE TIMBERLAND COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (Dollars in Thousands) (Unaudited)
March 28, December 31, 1997 1996 --------- ------------ Current assets Cash and equivalents $ 95,894 $ 93,336 Accounts receivable, net of allowance for doubtful accounts of $3,669 at March 28, 1997 and $3,540 at December 31, 1996 91,549 100,556 Inventories 158,843 159,058 Prepaid expenses 9,336 9,351 Deferred and refundable income taxes 10,434 9,167 -------- -------- Total current assets 366,056 371,468 -------- -------- Property, plant and equipment 105,009 103,650 Less accumulated depreciation and amortization (57,474) (54,666) -------- -------- Net property, plant and equipment 47,535 48,984 -------- -------- Excess of cost over fair value of net assets acquired, net 22,166 22,587 Other assets, net 5,325 6,547 -------- -------- $441,082 $449,586 ======== ========
See accompanying notes to condensed consolidated financial statements. 5 Form 10-Q Page 3 THE TIMBERLAND COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (Dollars in Thousands) (Unaudited)
March 28, December 31, 1997 1996 --------- ------------ Current liabilities Current maturities of long-term debt $ 43,135 $ 17,778 Accounts payable 25,185 21,348 Accrued expenses Payroll and related 13,414 15,173 Interest and other 34,774 35,753 Income taxes payable 10,856 11,813 -------- -------- Total current liabilities 127,364 101,865 -------- -------- Long-term debt, less current maturities 136,129 171,676 Deferred income taxes 10,353 10,685 Stockholders' equity Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued - - Class A Common Stock, $.01 par value (1 vote per share); 30,000,000 shares authorized; 8,477,402 shares issued at March 28, 1997 and 8,430,998 shares at December 31, 1996 85 84 Class B Common Stock, $.01 par value (10 votes per share); convertible into Class A shares on a one-for-one basis; 15,000,000 shares authorized; 2,733,832 shares issued at March 28, 1997 and 2,734,301 shares at December 31, 1996 27 27 Additional paid-in capital 62,736 61,806 Retained earnings 104,896 100,600 Cumulative translation adjustment (395) 2,963 Less treasury stock at cost, 17,369 shares at March 28, 1997 and 18,369 shares at December 31, 1996 (113) (120) -------- -------- 167,236 165,360 -------- -------- $441,082 $449,586 ======== ========
See accompanying notes to condensed consolidated financial statements. 6 Form 10-Q Page 4 THE TIMBERLAND COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in Thousands, Except Per Share Data) (Unaudited)
For the Three Months Ended ------------------ March 28, March 29, 1997 1996 -------- -------- Revenues $150,684 $127,684 Cost of goods sold 89,070 81,659 -------- -------- Gross profit 61,614 46,025 -------- -------- Operating expenses Selling 39,235 32,464 General and administrative 11,463 10,058 Amortization of goodwill 421 421 -------- -------- Total operating expenses 51,119 42,943 -------- -------- Operating income 10,495 3,082 -------- -------- Other expense (income) Interest expense 4,577 4,798 Other, net (219) (143) -------- -------- Total other expense 4,358 4,655 -------- -------- Income (loss) before income taxes 6,137 (1,573) -------- -------- Provision (benefit) for income taxes 1,841 (598) -------- -------- Net income (loss) $ 4,296 $ (975) ======== ======== Earnings (loss) per share $ .37 $ (.09) ======== ======== Weighted average shares outstanding and share equivalents 11,567 11,163 ======== ========
See accompanying notes to condensed consolidated financial statements. 7 Form 10-Q Page 5 THE TIMBERLAND COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)
For the Three Months Ended ------------------ March 28, March 29, 1997 1996 -------- ------- Cash flows from operating activities: Net income (loss) $ 4,296 $ (975) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Deferred income taxes (332) 1 Depreciation and amortization 4,930 4,866 Increase (decrease) in cash from changes in working capital items: Accounts receivable 9,037 (866) Inventories (1,570) (2,671) Prepaid expenses (151) 84 Accounts payable 4,206 (6,216) Accrued expenses (1,813) 4,494 Income taxes (2,081) (831) -------- ------- Net cash provided (used) by operating activities 16,522 (2,114) -------- ------- Cash flows from investing activities: Additions to property, plant and equipment, net (2,701) (3,491) Other, net (1,770) 125 -------- ------- Net cash used by investing activities (4,471) (3,366) -------- ------- Cash flows from financing activities: Payments on long-term debt (10,190) (179) Issuance of common stock 938 103 -------- ------- Net cash used by financing activities (9,252) (76) -------- ------- Effect of exchange rate changes on cash (241) (22) -------- ------- Net increase (decrease) in cash and equivalents 2,558 (5,578) Cash and equivalents at beginning of period 93,336 38,389 -------- ------- Cash and equivalents at end of period $ 95,894 $32,811 ======== ======= Supplemental disclosures of cash flow information: Interest paid $ 452 $ 304 Income taxes paid 4,398 245
See accompanying notes to condensed consolidated financial statements. 8 Form 10-Q Page 6 THE TIMBERLAND COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Data) (Unaudited) 1. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain the adjustments necessary to present fairly the Company's financial position, results of operations and changes in cash flows for the interim periods presented. Such adjustments consisted of normal recurring items. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 2. The results of operations for the three months ended March 28, 1997 are not necessarily indicative of the results to be expected for the full year. Historically, the Company's revenues have been more heavily weighted to the second half of the year. 3. Inventories consist of the following (in thousands):
March 28, 1997 December 31, 1996 -------------- ----------------- Raw materials $ 9,974 $ 9,770 Work-in-process 4,530 3,979 Finished goods 144,339 145,309 -------- -------- $158,843 $159,058 ======== ========
4. Earnings Per Share Earnings per share are computed using the weighted average number of common shares outstanding and share equivalents during each period, in accordance with Accounting Principles Board Opinion No. 15, "Earnings per Share." In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which will become effective during the fourth quarter of 1997. Had SFAS 128 been effective for the first quarter of 1997, basic earnings per share would have been $.38 per share and diluted earnings per share would have been $.37. The reported loss of $.09 per share for the first quarter of 1996 would have remained unchanged. 5. Legal Proceedings The Company is involved in various litigation and legal matters which have arisen in the ordinary course of business. Management believes that the ultimate resolution of any existing matter will not have a material adverse effect on the Company's consolidated financial statements. The Company and two of its officers and directors have been named as defendants in two actions filed in the United States District Court for the District of New Hampshire, one filed by Jerrold Schaffer on December 12, 1994 and the other filed by Gershon Kreuser on January 4, 1995. On April 24, 1995, the District Court granted plaintiffs' motion, assented to by defendants, to consolidate the two actions. 9 Form 10-Q Page 7 THE TIMBERLAND COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Data) (Unaudited) 5. Legal Proceedings (continued) On June 23, 1995, plaintiffs filed a consolidated amended complaint (the "Amended Complaint") with the District Court. The Amended Complaint alleges that defendants violated federal securities laws by making material misstatements and omissions in certain of the Company's public filings and statements in 1994. Specifically, the Amended Complaint alleges that such statements and omissions had the effect of artificially inflating the market price for the Company's Class A Common Stock until the disclosure by the Company on December 9, 1994 of its expectation that results for the fourth quarter were not likely to meet analysts' anticipated levels. Damages are unspecified. On April 21, 1997, the parties reached preliminary agreement, subject to court approval, to settle this litigation. At this time, management does not expect the outcome of such litigation to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. 10 Form 10-Q Page 8 THE TIMBERLAND COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) RESULTS OF OPERATIONS - --------------------- First Quarter 1997 Compared with First Quarter 1996 - --------------------------------------------------- Revenues for the first quarter of 1997 were $150.7 million, an increase of $23.0 million, or 18.0%, compared to the $127.7 million reported for the first quarter of 1996. Domestic revenues for the first quarter of 1997 were $93.1 million, an increase of $21.8 million, or 30.6%, from the same period in 1996. The increase primarily was attributed to footwear unit volume growth particularly in performance, classic boots and kids. International revenues for the first quarter of 1997 were $57.6 million, an increase of $1.2 million, or 2.1%, over the comparable period in 1996. Increased European sales were partially offset by a decrease in sales to the Company's Asian distributor. This decrease was attributed to an inventory build-up by this distributor occurring in the first quarter of 1996 for the initial merchandising of anticipated store openings and a shift to a greater proportion of royalty-based revenue in 1997. Footwear revenues for the first quarter of 1997 were $108.1 million, an increase of $14.4 million, or 15.4%, from the $93.7 million reported for the first quarter of 1996. This increase is primarily attributable to the increased unit volume discussed above. The average selling price of footwear for the first quarter of 1997 increased when compared to the same period in 1996. Revenues attributable to apparel and accessories increased $7.5 million, or 22.7%, to $40.5 million in the first quarter of 1997, compared to the same period in 1996. The increase was primarily due to increased unit sales. The average selling price of apparel and accessories was comparable in the first quarter of 1997 and 1996. Worldwide revenues from Timberland owned retail and factory stores for the first quarter of 1997 were $29.7 million, representing 19.7% of total revenues in the current quarter, compared to 18.3% in the first quarter of 1996. Domestic retail and factory store sales were up 25.0% for the first quarter of 1997, compared to the same period in 1996, and comparable retail and factory store sales increased 9.2%. Gross profit as a percentage of revenues for the first quarter of 1997 was 40.9%, up 4.9 points from the 36.0% for the first quarter of 1996. The improvement in gross margin is due primarily to reductions in sales returns, allowances and markdowns, and a greater proportion of higher margin products introduced for Spring 1997. Operating expenses were $51.1 million in the first quarter of 1997, up $8.2 million, or 19.0%, from the $42.9 million reported in the first quarter of 1996. Operating expenses as a percentage of revenues in the first quarter of 1997 were 33.9%, compared with 33.6% in the first quarter of 1996. The dollar increase compared to the prior year period was primarily attributable to increased selling expenses to support increased sales volume and, with respect to general and administrative expense, the expansion of European operations. 11 Form 10-Q Page 9 Interest expense for the first quarter of 1997 decreased by $.2 million to $4.6 million from the comparable period in 1996, due to a reduction in long-term debt. The effective income tax rate for the first quarter of 1997 was 30% compared to 38% for the first quarter of 1996 and 34% for the 1996 full year. The decrease is attributable to a relative increase in Puerto Rican sourced income, which is subject to a lower tax rate than the U.S. Federal rate. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Cash generated by operations during the first quarter of 1997 amounted to $16.5 million, compared to $2.1 million used during the same period in 1996. The improvement in operating cash flow was primarily due to a $9.0 million reduction in accounts receivable since year end 1996 and the $5.3 million improvement in earnings in the first quarter of 1997 compared to the first quarter of 1996. Days sales outstanding were 55 days at March 28, 1997 compared to 68 days at March 29, 1996. Inventories declined $24.2 million, or 13.2%, from March 29, 1996. Inventory turns were 2.2 times for the first quarter of 1997 compared to 1.7 times for the first quarter of 1996. During the first quarter of 1997, $4.5 million of cash was used in investing activities compared to $3.4 million being used in the same period in 1996. Capital expenditures for the first quarter of 1997 were $2.7 million, compared to $3.5 million for the same period in 1996. During the first quarter of 1997, $9.3 million of cash was used by financing activities compared to $.1 million of cash used in the first quarter of 1996. The increase in cash used by financing activities is primarily due to the Company's prepayment of $10.0 million of unsecured notes in February 1997. On March 21, 1997, the Company's revolving credit agreement was amended to increase the amount of Senior Notes the Company may prepay in any year from $10 million to $55 million. The Company intends to prepay an additional $35.3 million of long-term debt in 1997 and has classified the prepayment in current maturities at March 28, 1997. The Company uses unsecured revolving and committed lines of credit as the primary sources of financing for its seasonal and other working capital requirements. The Company's debt to capital ratio improved to 51.7% at March 28, 1997 from 53.4% at December 31, 1997 and 59.5% at March 29, 1996. Management believes that the Company's capital needs for the remainder of 1997 will be met through its existing credit facilities and cash flows from operations without the need for additional permanent financing. However, as discussed in an exhibit to the Company's Form 10-K for the year ended December 31, 1996, entitled "Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995", several risks and uncertainties could cause the Company to need to raise additional capital through equity and/or debt financing. The availability and terms of any such financing would be subject to prevailing market conditions and other factors at that time. NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which will become effective during the fourth quarter of 1997. SFAS 128 will require the Company to restate all previously reported earnings per share 12 Form 10-Q Page 10 information to conform with the new pronouncement's requirements. The Company does not expect that adoption of SFAS 128 will have a material impact on reported earnings per share. 13 Form 10-Q Page 11 Part II Other Information - -------------------------- Item 1. Legal Proceedings Reference is made to the litigation filed against the Company and two of its officers and directors, disclosed in Item 3 of the Company's Form 10-K for the year ended December 31, 1996. On April 21, 1997, the parties reached preliminary agreement, subject to court approval, to settle this litigation. At this time, management does not expect the outcome of such litigation to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Description ------- ----------- 10.12 Amendment No. 1 dated as of March 21, 1997 to the Credit Agreement dated as of June 21, 1996 among The Timberland Company, certain banks listed therein and Morgan Guaranty Trust Company of New York, as Agent. 27 Financial Data Schedule (b) Reports on Form 8-K -- There were no reports on Form 8-K filed during the period covered by this report. 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. The Timberland Company ----------------------------------- (Registrant) Date: May 9, 1997 Keith D. Monda --------------------------- ----------------------------------- Keith D. Monda Senior Vice President - Finance and Administration and Chief Financial Officer Date: May 9, 1997 Dennis W. Hagele --------------------------- ----------------------------------- Dennis W. Hagele Vice President - Finance and Corporate Controller (Chief Accounting Officer) EX-10.12 2 AMENDMENT NO. 1 TO CREDIT AGREEMENT 1 EXHIBIT 10.12 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of March 21, 1997 to the Credit Agreement dated as of June 21, 1996 (the "CREDIT AGREEMENT") among THE TIMBERLAND COMPANY (the "BORROWER"), the BANKS party thereto (the "BANKS") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "AGENT"). The parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. SECTION 2. Amendment to Definition of Debt. The definition of Debt contained in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) for purposes of Section 5.13, and the definitions of Material Debt and Material Financial Obligations, all obligations, whether contingent or non-contingent, of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument, whether drawn or undrawn, (vi) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (vii) all Debt of others Guaranteed by such Person. SECTION 3. Outside Letters of Credit. Section 5.08 of the Credit Agreement is amended by deleting Section 5.08(b) in its entirety. SECTION 4. Relaxation of Restrictions on Prepayments of Certain Debt. Section 5.15 of the Credit Agreement is amended by replacing the reference to "$10,000,000" that appears in the provision to subsection (a) thereof with "$55,000,000". SECTION 5. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date. 2 SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 8. Effectiveness. This Amendment shall become effective on the date when the Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE TIMBERLAND COMPANY By: /s/ Carden N. Welsh ---------------------------------------- Title: Treasurer BANKS ----- MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Deborah A. Brodheim ---------------------------------------- Title: Vice President ABN AMRO BANK N.V., BOSTON BRANCH By: /s/ Carol A. Levine ---------------------------------------- Title: Senior Vice President By: /s/ James E. Davis ---------------------------------------- Title: Group Vice President THE FIRST NATIONAL BANK OF BOSTON, as a Bank and as Issuing Bank By: /s/ Chris Francis ---------------------------------------- Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ James F. T. Monhart ---------------------------------------- Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Vladimir Labun ---------------------------------------- Title: First Vice President-Manager EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 28, 1997 AND THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1997 MAR-28-1997 95,894 0 95,218 3,669 158,843 366,056 105,009 57,474 441,082 127,364 136,129 0 0 112 167,124 441,082 150,684 150,684 89,070 89,070 421 387 4,577 6,137 1,841 4,296 0 0 0 4,296 .37 0
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