UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the 26 weeks ended July 1, 1995
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 1-9256
__________________
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3461320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708)
405-6000
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 August 10, 1995, 61,134,484 shares of the Common Stock,
$1.00 par value, of the Registrant were outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
a) Financial Statements of Registrant
Page
Index Number
Condensed Consolidated Statement of Income
(Unaudited) for the 13 week periods ended
July 1, 1995 and July 2, 1994.................... 2
Condensed Consolidated Statement of Income
(Unaudited) for the 26 week period ended
July 1, 1995 and the 27 week period ended
July 2, 1994..................................... 3
Condensed Consolidated Balance Sheet
(Unaudited) as of July 1, 1995 and
December 31, 1994................................ 4
Condensed Consolidated Statement of Cash Flows
(Unaudited) for the 26 week period ended
July 1, 1995 and the 27 week period ended
July 2, 1994..................................... 6
Notes to Condensed Consolidated
Financial Statements (Unaudited)................. 7
The condensed consolidated financial statements of the
Registrant included herein have been prepared, without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission. Although certain information normally
included in financial statements prepared in accordance with
general accepted accounting principles has been condensed or
omitted, the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements
and the notes thereto included in the Annual Report on Form 10-K
of the Registrant for its fiscal year ended December 31, 1994.
The condensed consolidated financial statements included herein
reflect all adjustments, consisting only of normal recurring
items, which, in the opinion of management, are necessary to
present a fair statement of the results for the interim periods
presented.
The results for interim periods are not necessarily indicative
of trends or of results to be expected for a full year.
- 1 -
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
13 Weeks 13 Weeks
Ended Ended
July 1, July 2,
1995 1994<F1>
(In millions, except per share data) -------- --------
Net sales................................... $ 889.9 $ 820.5
-------- --------
Costs and expenses:
Cost of products sold...................... 465.2 442.8
Delivery, sales, and
administrative expense................... 324.8 295.2
Interest expense........................... 8.2 6.0
Interest income............................ (1.6) (1.4)
Other income, net.......................... (0.9) (0.3)
-------- --------
Total costs and expenses................ 795.7 742.3
-------- --------
Income before income taxes................... 94.2 78.2
Provision for income taxes................... 27.1 21.3
-------- --------
Net income................................... 67.1 56.9
Retained earnings, beginning of period....... 611.4 439.8
Cash dividends declared...................... (16.5) (12.7)
Cost of treasury stock issued in excess
of option exercise proceeds................ (5.3) (1.1)
-------- --------
Retained earnings, end of period............. $ 656.7 $ 482.9
======== ========
Net income per common and
common equivalent share.................... $ 1.06 $ 0.86
======== ========
Average number of
common shares outstanding.................. 63.3 66.3
======== ========
Dividends declared per common share.......... $ 0.27 $ 0.20
======== ========
<F1> Net sales and cost of products sold have been restated to
reflect the reclassification of certain promotional items
from delivery, sales, and administrative expense.
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 2 -
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
26 Weeks 27 Weeks
Ended Ended
July 1, July 2,
1995 1994<F1>
(In millions, except per share data) --------- ---------
Net sales................................. $1,739.6 $1,608.8
--------- ---------
Costs and expenses:
Cost of products sold................... 911.4 865.4
Delivery, sales, and
administrative expense................ 658.0 602.0
Interest expense........................ 14.2 12.3
Interest income......................... (3.2) (2.9)
Other (income) expense, net............. (1.0) 1.9
--------- ---------
Total costs and expenses............. 1,579.4 1,478.7
--------- ---------
Income before income taxes................ 160.2 130.1
Provision for income taxes................ 46.6 35.4
--------- ---------
Net income................................ 113.6 94.7
Retained earnings, beginning of period.... 579.8 418.7
Cash dividends declared................... (28.7) (21.6)
Cost of treasury stock issued
in excess of option exercise proceeds... (8.0) (8.9)
--------- ---------
Retained earnings, end of period.......... $ 656.7 $ 482.9
========= =========
Net income per common
and common equivalent share............. $ 1.77 $ 1.42
========= ========
Average number of common shares
outstanding............................. 64.3 66.6
========= ========
Dividends declared per common share....... $ 0.47 $ 0.34
========= ========
<F1> Net sales and cost of products sold have been restated to
reflect the reclassification of certain promotional items
from delivery, sales, and administrative expense.
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 3 -
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
(Unaudited)
July 1, December 31,
1995 1994
(In millions) --------- ---------
Cash and cash equivalents............ $ 104.4 $ 120.8
Accounts and notes receivable........ 539.5 509.1
Less allowances for
doubtful accounts................ (45.7) (43.5)
--------- ---------
493.8 465.6
Inventories.......................... 605.9 512.5
Deferred income tax benefits......... 126.5 120.9
Prepaid expenses..................... 72.2 54.3
--------- ---------
Total current assets............... 1,402.8 1,274.1
--------- ---------
Investments, long-term receivables,
and deferred charges............... 224.7 217.5
Less allowances for
doubtful accounts................ (26.4) (22.7)
--------- ---------
198.3 194.8
Property, plant, and equipment....... 1,863.0 1,753.2
Less accumulated depreciation...... (1,131.4) (1,041.4)
--------- ---------
731.6 711.8
Intangibles, less accumulated
amortization....................... 175.1 177.2
--------- ---------
Total assets......................... $2,507.8 $2,357.9
========= =========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 4 -
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(Unaudited)
July 1, December 31,
1995 1994
(In millions) --------- --------
Accounts payable..................... $ 176.3 $ 218.8
Short-term borrowings and current
portion of long-term debt.......... 226.6 83.6
Accrued liabilities.................. 635.7 618.2
--------- ---------
Total current liabilities.......... 1,038.6 920.6
--------- ---------
Long-term debt....................... 197.6 122.3
Accrued postretirement
benefit cost....................... 153.9 151.4
Deferred income taxes................ 12.9 9.9
Other liabilities.................... 168.8 181.4
Shareholders' equity:
Preferred stock, $1.00 par value,
authorized 50,000,000 shares;
issued -- none................... - -
Common stock, $1.00 par value,
authorized 200,000,000 shares;
issued -- 69,003,840 shares...... 69.0 69.0
Capital surplus.................... 571.7 571.7
Retained earnings.................. 656.7 579.8
Treasury stock, 7,978,549 shares
at July 1, 1995, and 5,105,347
shares at December 31, 1994,
at cost.......................... (252.2) (125.6)
Unearned portion of restricted
stock issued for future service.. (1.2) (0.3)
Cumulative foreign currency
adjustments...................... (108.0) (122.3)
--------- ---------
Total shareholders' equity......... 936.0 972.3
--------- ---------
Total liabilities and
shareholders' equity............. $2,507.8 $2,357.9
========= =========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 5 -
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
26 Weeks 27 Weeks
Ended Ended
July 1, July 2,
1995 1994
(In millions) --------- ---------
Cash flows from operating activities:
Net income......................... $ 113.6 $ 94.7
Adjustment to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization.. 67.9 59.2
Changes in assets and liabilities:
(Increase) decrease in accounts
and notes receivable......... (14.5) 4.1
Increase in inventory.......... (81.8) (52.4)
Decrease in accounts payable
and accrued liabilities...... (64.1) (26.9)
(Decrease) increase in
income taxes payable......... (8.0) 0.7
Increase in deferred
income taxes................. (4.1) (3.3)
Increase in prepaid expenses... (15.9) (6.1)
Other.............................. 8.1 (2.9)
-------- --------
Net cash provided by
operating activities......... 1.2 67.1
-------- --------
Cash flows from investing activities:
Capital expenditures............... (64.3) (70.9)
Other.............................. (5.4) (7.5)
-------- --------
Net cash used in
investing activities......... (69.7) (78.4)
-------- --------
Cash flows from financing activities:
Net increase in short-term debt.... 208.2 176.1
Repayment of long-term debt........ (0.2) (150.6)
Proceeds from exercise of
stock options.................... 6.6 6.3
Purchase of treasury stock......... (147.3) (45.3)
Payment of dividends............... (25.0) (17.9)
-------- --------
Net cash provided by (used in)
financing activities......... 42.3 (31.4)
-------- --------
Effect of exchange rate changes on
cash and cash equivalents.......... 9.8 0.9
-------- --------
Net decrease in cash
and cash equivalents............... $ (16.4) $ (41.8)
======== ========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 6 -
PREMARK INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include all
information and footnotes necessary for a fair presentation of
financial position, results of operations, and changes in
financial position in conformity with generally accepted
accounting principles. In the opinion of management, the
unaudited condensed consolidated financial statements include
all adjustments, consisting only of normal recurring items,
necessary for a fair presentation of financial position and
results of operations. The results of operations of any interim
period are not necessarily indicative of the results that may be
expected for a full fiscal year.
Premark's (the Company) fiscal year ends on the last Saturday of
December. Fiscal 1995 will consist of 52 weeks compared with 53
weeks in 1994. As a result, the first half includes 26 weeks in
1995 compared with 27 weeks in 1994. Certain prior year amounts
have been reclassified to conform with the current year's
presentation.
Note 2: Inventories
Inventories, by component, are summarized as follows (in
millions):
July 1, December 31,
1995 1994
-------- --------
Finished goods.................... $ 313.5 $ 257.0
Work in process................... 83.5 62.5
Raw materials and supplies........ 208.9 193.0
-------- --------
Total inventories............. $ 605.9 $ 512.5
======== ========
Note 3: Share Repurchase
In August 1995, the Company announced it would repurchase 6 million
of its shares of common stock, with volume and timing to depend on
market conditions. The shares acquired will be used for general
corporate purposes. Through August 10, 1995, no shares had been
repurchased under this program. The Company completed its previous
share repurchase, which was announced in May 1993, in March 1995.
Under that program 6 million shares were repurchased including
3,396,600 shares in 1995's first quarter.
- 7 -
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is a discussion of the results of operations for the
13 weeks and 26 weeks ended July 1, 1995, compared with the 13
weeks and 27 weeks ended July 2, 1994, and changes in financial
condition during the 26 weeks ended July 1, 1995. The prior year's
first half included 27 weeks because the Company's fiscal year ends
on the last Saturday of December and included 53 weeks in 1994.
Certain prior year amounts have been reclassified to conform with
the current year's presentation.
Net Sales
Net sales for the second quarter of 1995 were $889.9 million, an
increase of 9 percent compared with net sales of $820.5 million in
1994. In the first half of 1995, net sales rose to $1.7 billion,
which was an improvement of 8 percent from 1994's net sales of $1.6
billion. Net sales increased in the second quarter of 1995 due to
continued strength at Tupperware and the Food Equipment Group.
Sales in the Consumer and Decorative Products group were
essentially flat. For the first half of 1995, Tupperware and the
Food Equipment Group generated strong increases in net sales, while
net sales of the Consumer and Decorative Products segment were down
slightly compared with 1994. Foreign exchange rate differences
accounted for 4 percentage points of the net sales increase in the
second quarter and 3 percentage points of the increase in the first
half.
Costs and Expenses
Cost of products sold as a percentage of net sales was 52.3 percent
for the second quarter of 1995 compared with 54.0 percent for the
second quarter of 1994. For the first half, the rates in 1995 and
1994 were 52.4 percent and 53.8 percent, respectively. The 1995
improvements were primarily due to the absence of 1994's provision
for adhesive claims and lower costs at Tupperware U.S. Delivery,
sales, and administrative expense as a percentage of sales at 36.5
percent and 37.8 percent for the second quarter and first half of
1995, respectively, was comparable with the 1994 ratios of 36.0
percent and 37.4 percent.
Provision for Income Taxes
The effective tax rate for the second quarter and first half of
1995 was 28.8 percent and 29.1 percent, respectively, compared with
27.2 percent for both periods in 1994 and 27.5 percent for all of
1994. The lower 1994 rates primarily reflect a reduction in the
valuation allowance against deferred tax assets.
Net Income
Net income for the second quarter of 1995 rose 18 percent to $67.1
million, or $1.06 per share, from $56.9 million, or 86 cents per
share in 1994. For the first half of 1995, net income was $113.6
million, or $1.77 per share, a 20 percent increase from $94.7
million, or $1.42 per share in 1994. The increases in both periods
were the result of substantial improvement in the profitability of
Tupperware, including the favorable impact of foreign exchange, the
Food Equipment Group, Wilsonart, and Florida Tile. These
improvements were only partially offset by declines at Hartco and
Precor, and at West Bend for the first half due to the provision
for a product recall in the first quarter.
Segment Results
Tupperware
Net sales for the second quarter of 1995 were $350.9 million, an
increase of 10 percent from $320.0 million in 1994. Excluding
foreign exchange, net sales rose 4 percent on higher volume in Asia
Pacific and Latin America, which offset a decline in Europe. For
the first half, net sales increased 10 percent from $618.6 million
in 1994 to $681.0 million in 1995. The increase was primarily due
to favorable foreign exchange in Europe and Asia Pacific and higher
volume in Latin America. Tupperware's international operations
accounted for 83 percent of its sales for the second quarter and 85
percent for the first half of 1995.
Segment profit for the second quarter of 1995 was $65.7 million, a
20 percent improvement over $54.6 million last year. For the first
half of 1995, segment profit was $108.8 million, an increase of 22
percent from $88.8 million in 1994. Excluding foreign exchange,
profit rose 11 percent in the second quarter on strong results in
Latin America and improvement in Europe. The first half
improvement of 12 percent without foreign exchange, was led by a
strong increase in Europe and continued strength in Latin America.
Tupperware's international operations accounted for 89 percent of
its segment profit for the second quarter and 98 percent for the
first half of 1995.
For the quarter, Tupperware's European sales increased 8 percent to
$140.8 million, and profits increased 23 percent. Excluding the
impact of favorable foreign exchange rates, sales were 4 percent
lower than 1994 primarily due to declines in France, Scandinavia,
Spain, and the United Kingdom. Profit growth was 6 percent
compared with 1994, excluding the impact of favorable foreign
exchange rates, mainly due to lower administrative expenses, a
lower operating expense structure in the United Kingdom, and
improved profitability in South Africa that more than offset
declines in Scandinavia and France. Asia Pacific sales increased
17 percent to $98.1 million and segment profit grew 20 percent.
The improved sales were the result of higher volume in the
Philippines and Korea as well as favorable foreign exchange. The
higher sales, as well as operating expense savings in Japan, led to
the increased profits. In the U.S., sales of $61.2 million for the
quarter were essentially even with 1994, reflecting lower sales
force productivity. Segment profit at $8.0 million was flat
compared with 1994. Latin America sales for the quarter rose 16
percent to $42.4 million and profit was up sharply primarily due to
continued strength in Brazil, and despite the impact of unfavorable
foreign exchange rate fluctuations in Mexico. In Mexico, sales
were significantly higher in local currency terms as a result of
strong promotional programs and price increases, but dollar sales
and segment profit were both lower due to the peso's weakness.
Canadian sales were $8.0 million, up 18 percent due to a larger
sales force. Segment profit grew by 59 percent due to the higher
sales.
For the first half, Tupperware Europe reported a 14 percent sales
increase primarily due to the favorable impact of foreign exchange.
Excluding this impact, sales were flat when compared with 1994 as
volume increases in Germany, South Africa, and Italy were offset by
declines in France, the United Kingdom, and Spain. Segment
profit rose 29 percent. Excluding the favorable exchange rate
impact, segment profit increased 11 percent primarily due to better
performance in Germany, the United Kingdom, Italy, and South
Africa. Asia Pacific sales showed strong improvement primarily due
to the weaker U.S. dollar. Segment profit improved modestly as the
favorable impact of foreign exchange and higher volume in the
Philippines and in some of the region's smaller markets were
partially offset by the impact of the Kobe earthquake in Japan.
However, segment profit decreased 10 percent excluding foreign
exchange. Despite flat sales in the U.S., segment profit rose $0.2
million to $3.3 million in 1995 as manufacturing efficiencies more
than offset higher promotional costs. Latin America posted strong
improvement in sales and significantly higher profits primarily
driven by higher volume in Brazil and Venezuela and an improved
sales mix in Brazil. Excluding the impact of unfavorable foreign
exchange rate fluctuations, sales improved 55 percent over 1994.
Canada's segment profit improved significantly over a break-even
position last year due to strong sales in the second quarter.
Food Equipment Group
Net sales for the second quarter of 1995 were $312.6 million, an
increase of 14 percent compared with $275.1 million in 1994. For
the first half, net sales also increased 14 percent from $531.3
million in 1994 to $604.1 million in 1995. The increases in both
periods were the result of improved volume in the U.S. and Europe.
International operations accounted for 43 percent and 42 percent of
segment sales in the second quarter and first half, respectively.
For the second quarter, segment profit of $21.4 million was 19
percent higher than 1994's $18.0 million primarily due to continued
strength in U.S. sales volume that was only partially offset by a
decline in Europe. For the first half, segment profit grew to
$41.1 million from $29.0 million in 1994 on solid growth in the
U.S. and smaller improvements in Europe and Canada. International
operations accounted for 17 percent and 20 percent of segment
profit for the second quarter and first half, respectively.
U.S. sales rose 7 percent for the second quarter and 8 percent for
the first half due to increases in all markets and across all
product lines. Segment profit increased 38 percent and 57 percent,
respectively, over the second quarter and first half of last year,
due to higher volume and nominal price increases.
European sales were up 28 percent and 25 percent for the second
quarter and first half, respectively, largely due to the
acquisition of Ungermann, a German bakery refrigeration equipment
company, and the favorable impact of foreign exchange rate
comparisons. Excluding both acquisition and foreign exchange
impacts, sales increased 6 percent for the quarter and 7 percent
for the first half compared with 1994, primarily led by gains in
France, Germany, and the United Kingdom. Despite the sales
improvement, profits declined 38 percent in the second quarter
while showing a 10 percent improvement for the first half.
Excluding the Ungermann acquisition, profits improved 11 percent
and 37 percent for the second quarter and first half, respectively,
due to improved economies in most markets. Sales of the other
international operations in the second quarter grew 3 percent on
higher pricing and less discounting in Canada, only partially
offset by volume declines in Japan. Despite the sales growth,
profits decreased 12 percent due to weakness in Japan and other Far
East units, which more than offset stronger Canadian results. For
the first half, sales grew by 15 percent primarily led by Canada,
Australia, and Japan. However, segment profit decreased 19 percent
due to higher expenses in Japan and Mexico.
Consumer and Decorative Products
Net sales were $226.4 million for the second quarter of 1995, an
increase of 1 percent compared with $225.4 million in 1994. For
the first half, sales declined 1 percent from $458.9 million in
1994 to $454.5 million in 1995. Segment profit for the second
quarter was $20.6 million, a 22 percent increase from $16.9 million
in 1994. For the first half, segment profit was flat with 1994 at
$34.4 million.
Sales growth in the second quarter was driven primarily by the
Decorative Products group, with Wilsonart showing the largest
improvement. The Company's Ralph Wilson Plastics unit changed its
name to Wilsonart International in the second quarter. Sales at
West Bend and Precor were unfavorable to 1994 in the second
quarter. Higher segment profit in the quarter and first half was
led by Wilsonart and Florida Tile, which more than offset declines
at all other units. Improvement at Wilsonart was based on the
absence of a provision for adhesive claims, which had been fully
reserved by the end of 1994. In the second quarter of 1994, $6
million was provided for this issue, and for the first half of
1994, $12 million was provided. Excluding these amounts, segment
profit declined for both periods due to higher raw material costs
and increased operating expenses related to new product designs
launched in June 1995. At Florida Tile, sales increased slightly
in both the second quarter and the first half while profits
improved significantly over a loss for the first half in 1994.
Lower manufacturing costs and higher prices provided the profit
growth. At Hartco, despite a slight sales increase, higher new
product marketing expenses led to a profit decline in the second
quarter. For the half, profits declined due to lower volume and
higher marketing expenses. West Bend reported lower sales and
profits in the second quarter primarily due to retailer bread maker
returns, associated with a recall made in the first quarter. For
the first half, sales improved mainly as a result of strong bread
maker sales. However, lower profits were reported in the half due
to a provision for the bread maker recall and higher manufacturing
costs at Premiere Cookware. Precor's sales and segment profit for
the quarter and first half were down on lower volume primarily
driven by an increasingly competitive market for fitness equipment.
Financial Condition
Net cash provided by operating activities in the first half of 1995
was $1.2 million compared with $67.1 million in the first half of
1994. The lower cash generation in 1995 reflects larger increases
in accounts receivable and inventories and a larger decrease in
accounts payable and accrued liabilities than in 1994, which more
than offset 1995's higher net income.
Net cash used in investing activities was primarily for capital
expenditures and totaled $69.7 million and $78.4 million in 1995
and 1994, respectively. Cash provided by financing activities was
$42.3 million in the first half of 1995 compared with cash used in
financing activities of $31.4 million in the first half of 1994.
The variation in net cash flows associated with financing
activities primarily reflects the financing of a higher level of
working capital in 1995 as compared with 1994.
The total debt-to-capital ratio as of the end of the second quarter
of 1995 was 31.2 percent, compared with 28.3 percent at the end of
the second quarter of 1994, and 17.5 percent as of December 31,
1994. The higher ratio as of July 1, 1995, is mainly due to first
quarter 1995 stock repurchases under the Company's plan that were
funded through borrowings that more than offset the effect of net
income on the ratio. As of July 1, 1995, $75 million of the
Company's commercial paper borrowings were classified as long term.
This amount represents the portion of such borrowings expected to
be outstanding throughout the succeeding twelve months. Working
capital as of July 1, 1995, increased by $10.7 million from
December 31, 1994. The most significant changes among the
components of working capital were increases in accounts
receivable, inventories, short-term borrowings, and a decrease in
accounts payable.
As of July 1, 1995, unused lines of credit were approximately $590
million, including $250 million under an unsecured revolving credit
facility that expires in May 1999. Future cash flows, lines of
credit, and other short-term financing are expected to be adequate
to fund operating and investing requirements.
In August 1995, the Company announced it would repurchase 6 million
of its shares, with volume and timing to depend on market
conditions. Purchases will be made in the open market or through
other transactions and will be financed through cash flow from
operations or issuance of additional debt. Through August 10,
1995, no shares had been purchased under this program.
The Company's previous stock repurchase plan was announced in May
1993 and completed on March 14, 1995. Under that plan, the Company
repurchased a total of 6 million of its shares of common stock at
an average cost of $41 per share. Of the total, 3,396,600 shares
at an average cost of $42 per share were repurchased during the
first quarter of 1995.
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1995 annual meeting of shareholders of the Registrant
occurred on May 3, 1995. The following matters were voted upon
at the meeting: the election as a director of the Registrant of
each of Warren L. Batts, Ruth M. Davis, Lloyd C. Elam, John B.
McKinnon, and E. V. Goings; and the ratification of the appointment
of Price Waterhouse as independent auditors of the Registrant. The
results of the voting were as follows:
Votes
Votes Against/ Broker
Matter Voted For Withheld* Abstained Non-Votes
Election of
Warren L. Batts 54,975,305 290,769 N/A 0
Election of
Ruth M. Davis 54,957,966 308,108 N/A 0
Election of
Lloyd C. Elam 54,961,691 304,383 N/A 0
Election of
John B. McKinnon 55,065,185 200,889 N/A 0
Election of
E. V. Goings 54,978,110 287,964 N/A 0
Approval of
Price Waterhouse 55,012,747 59,881 193,446 0
*Numbers shown for Director elections are votes withheld. For
other matters voted upon, numbers shown are votes against.
In addition to the directors elected at the meeting, the
directors of the Registrant whose terms of office continued
after the meeting are: William O. Bourke, Clifford J. Grum, Joseph
E. Luecke, Bob Marbut, David R. Parker, Robert M. Price, James M.
Ringler, and Janice D. Stoney.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
(11) A statement of computation of per share earnings
is filed as an exhibit to this Report.
(27) A Financial Data Schedule for the second quarter
of 1995 is filed as an exhibit to this Report.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant
during the quarter for which this Report is filed.
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.
PREMARK INTERNATIONAL, INC.
By: John M. Costigan
------------------------
Senior Vice President,
General Counsel and Secretary
By: Lawrence B. Skatoff
------------------------
Senior Vice President and
Chief Financial Officer
Deerfield, Illinois
August 11, 1995
EXHIBIT INDEX
Exhibit No. Description
(11) A statement of the computation
of per share earnings is filed
as an exhibit to this Report.
(27) A Financial Data Schedule for
the second quarter of 1995 is
filed as an exhibit to this
Report.