Exhibit (20) (ii)

                              CAUTIONARY STATEMENTS
           Under the Private Securities Litigation Reform Act of 1995

Certain  statements  contained in the  company's  press release filed as Exhibit
20(i) to this Form 8-K regarding the  achievement of revenue growth and improved
customer service are forward looking and are,  therefore,  inherently subject to
risk and uncertainty.

There are currently many operating changes underway to improve customer service.
These include a sku reduction  program to eliminate  low-selling  items,  better
integration of production and sales planning, improved delivery to customers and
the  continuing  reallocation  of  resources  that is aimed at  simplifying  the
organization,  changing the workforce  composition and  standardizing  operating
mechanisms.  The  company's  failure  to make these  changes  or to achieve  the
benefits  expected  from these  changes in  accordance  with  current  plans may
adversely affect the level of revenues expected in future quarters.

The benefits  expected from the sku reduction  program are decreased  complexity
and cost in  operations.  In order  to  achieve  these  benefits,  however,  the
reduction  must be  effectively  managed  so that  the  margin  on  discontinued
products is preserved as the  remaining  inventories  are sold off. In addition,
the company's ability to better integrate production and sales planning in order
to meet  customer  requirements  for  on-time  delivery,  quality and value will
depend  on the  implementation  of the  necessary  process  improvements  in its
manufacturing  operations  in accordance  with the current plan.  The ability to
improve customer  deliveries will depend on the implementation of procedures and
policies to manage better the distribution  process. The ability of the resource
reallocation to provide the expected  benefits is dependent upon the development
and  execution  of  comprehensive  plans for the  facility  consolidations;  the
ability of the  organization to complete the transition to a product  management
structure  without losing focus on the business;  the ability to recruit,  train
and  retain  high  level  employees  to  execute  the  necessary  changes;   the
availability of vendors to perform non-core functions on a cost effective basis;
the need to  respond  to  significant  changes  in  product  demand  during  the
transition;  the complexity and ultimate extent of year-2000 compliance efforts;
and unforeseen events.

The company's  ability to achieve revenue growth and improved  customer  service
will also be affected by  external  factors.  These  include  pricing  pressures
within the company's  markets and the need to defend market share in the face of
intense price competition;  other changes in the company's  competitive markets;
the continued consolidation of customers in consumer channels;

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increasing global  competition;  changes in trade,  monetary and fiscal policies
and  laws;   inflation;   currency  exchange  fluctuations  and  the  impact  of
dollar/foreign  currency exchange rates on the competitiveness of products;  and
recessionary  or  expansive  trends in the  economies  of the world in which the
company operates.













































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