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
    June 30, 1998.
    ---------------
    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 No. 0-1093
 
 
                         KAMAN CORPORATION
                    (Exact Name of Registrant)
 
      Connecticut                       06-0613548
(State of Incorporation)      (I.R.S. Employer Identification No.)
 
                      1332 Blue Hills Avenue
                   Bloomfield, Connecticut 06002
             (Address of Principal Executive Offices)
 

Registrant's telephone number, including area code: (860) 243-7100
 
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   
                              ---     ---
  
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of July 31, 1998:
 
                         Class A Common   23,033,631
                         Class B Common      667,814 
 
 

                           Page 1 of 16 Pages

  

                     KAMAN CORPORATION AND SUBSIDIARIES
                       PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
              Condensed Consolidated Balance Sheets(In thousands)

                                            June 30,        December 31,
            Assets                            1998              1997
            ------                     -----------------  ------------------
                                                       
Current assets:
  Cash and cash equivalents                     $ 51,196           $ 109,974
  Accounts receivable (net of                  
    allowance for doubtful
    accounts of $4,007 in
    1998, $3,827 in 1997)                        212,704             191,154
  Inventories:
    Raw materials                     $  6,250            $  6,626
    Work-in-process                     57,497              54,413
    Finished goods                      29,265              31,334
    Merchandise for resale             116,775   209,787   107,112   199,485
                                       -------             -------    
  Other current assets                            34,657              34,691
                                                 -------             -------
    Total current assets                         508,344             535,304 
Property, plant & equip., at cost      160,253             153,146
  Less accumulated depreciation
    and amortization                    97,596              95,521 
                                       -------             -------
  Net property, plant & equipment                 62,657              57,625
Other assets                                       5,061               5,232
                                                --------            --------
                                                $576,062           $ 598,161
                                                ========            ========
            Liabilities and Shareholders' Equity
            ------------------------------------
                                                        
Current liabilities:
  Notes payable                                 $  4,765           $   7,207 
  Accounts payable                                52,378              45,264
  Accrued liabilities                             32,576              34,177
  Advances on contracts                          108,219             104,723 
  Other current liabilities                       28,058              31,426
  Income taxes payable                             2,937              36,728
                                                 -------             -------
    Total current liabilities                    228,933             259,525

Deferred credits                                  18,826              18,759
Long-term debt, excl. current portion             28,206              29,867
Shareholders' equity:
  Series 2 preferred stock            $     --            $ 37,691
  Other shareholders' equity           300,097   300,097   252,319   290,010
                                      --------  --------  --------  --------
                                                $576,062           $ 598,161
                                                ========           =========
- 2 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 1. Financial Statements, Continued: Condensed Consolidated Statements of Operations (In thousands except per share amounts) For the Three Months For the Six Months Ended June 30, Ended June 30, -------------------- ------------------ 1998 1997 1998 1997 ---- ---- ---- ---- Revenues $247,447 $250,245 $486,512 $502,402 Costs and expenses: Cost of sales 181,926 188,445 357,633 377,514 Selling, general and administrative expense 52,334 53,675 103,890 104,708 Loss (credit) on sale of amplifier business -- (4,600) -- 10,400 Interest expense (income), net (202) 2,614 (398) 5,093 Other expense (income), net 516 223 714 (127) -------- -------- -------- -------- 234,574 240,357 461,839 497,588 -------- -------- -------- -------- Earnings before income taxes 12,873 9,888 24,673 4,814 Income taxes 5,256 3,178 10,080 2,511 -------- -------- -------- -------- Net earnings $ 7,617 $ 6,710 $ 14,593 $ 2,303 ======== ======== ======== ======== Preferred stock dividend requirement $ -- $ (929) $ -- $ (1,858) ======== ======== ======== ======== Earnings applicable to common stock $ 7,617 $ 5,781 $ 14,593 $ 445 ======== ======== ======== ======== Net earnings per common share: Basic $ .32 $ .31 $ .63 $ .02 Diluted $ .31 $ .28 $ .60 $ .02 ======== ======== ======== ======== Dividends declared per share: Series 2 preferred stock $ -- $ 3.25 $ -- $ 6.50 Common stock $ .11 $ .11 $ .22 $ .22 ======== ======== ======== ========
- 3 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 1. Financial Statements, Continued: Condensed Consolidated Statements of Cash Flows (In thousands) For the Six Months Ended June 30, -------------------- 1998 1997 --------- -------- Cash flows from operating activities: Net earnings $ 14,593 $ 2,303 Depreciation and amortization 5,160 6,011 Gain on sale of assets - (509) Loss on closure of amplifier business - 10,400 Advances on contracts 3,496 49,448 Income taxes payable (33,791) 2,808 Changes in other current assets and liabilities (30,016) (33,969) Other, net 400 2,136 -------- -------- Cash provided by (used in) operating activities (40,158) 38,628 -------- -------- Cash flows from investing activities: Proceeds from sale of assets - 3,661 Expenditures for property, plant & equipment (10,107) (5,049) Other, net (223) (100) -------- -------- Cash provided by (used in) investing activities (10,330) (1,488) -------- -------- Cash flows from financing activities: Additions (reductions) to notes payable (2,441) 21,124 Reductions to long-term debt (1,661) (1,916) Dividends paid (4,873) (6,012) Other, net 685 1,407 -------- -------- Cash provided by (used in) financing activities (8,290) 14,603 -------- -------- Net increase (decrease) in cash and cash equivalents (58,778) 51,743 Cash and cash equivalents at beginning of period 109,974 5,445 -------- -------- Cash and cash equivalents at end of period $ 51,196 $57,188 ======== ========
- 4 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 1. Financial Statements, Continued: Notes to Condensed Consolidated Financial Statements (In thousands except share amounts) Basis of Presentation - ---------------------- The December 31, 1997 condensed consolidated balance sheet amounts have been derived from the previously audited consolidated balance sheet of Kaman Corporation and subsidiaries. In the opinion of management, the balance of the condensed financial information reflects all adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented and are of a normal recurring nature, unless otherwise disclosed in this report. The statements should be read in conjunction with the notes to the consolidated financial statements included in Kaman Corporation's 1997 Annual Report. Advances on Contracts - --------------------- Advances on contracts include customer advances and customer payments associated with the achievement of certain contract milestones in excess of cost incurred. A portion of the customer advances are secured by letters of credit. Series 2 Preferred Stock Conversion/Redemption - ---------------------------------------------- Pursuant to a redemption call on January 8, 1998 for the balance of the Series 2 preferred stock, the remaining shares were converted into 3,000,174 shares of Class A common stock as of February 9, 1998. Loss on Closure of Amplifier Business - ------------------------------------- The corporation recorded a pre-tax charge of $15,000 in the first quarter of 1997 as a result of management's decision to close Kaman Music's Trace Elliot amplifier manufacturing business in Great Britain. This loss was adjusted to $10,400 in the second quarter to reflect the sale of Trace Elliot in June 1997. The balance of the loss was utilized to offset other items in the music business. - 5 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 1. Financial Statements, Continued: Notes to Condensed Consolidated Financial Statements (In thousands except share amounts) Cash Flow Items - --------------- Cash payments for interest were $1,316 and $5,530 for the six months ended June 30, 1998 and 1997, respectively. Cash payments for income taxes for the comparable periods were $42,456 and $5,294, respectively. Recently Adopted Accounting Standards - ------------------------------------- Effective January 1, 1998, the corporation adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." The standard requires the corporation to report comprehensive income which is defined as net income plus non-shareholder direct adjustments to shareholders' equity. Comprehensive income was $14,549 and $2,285 for the six months ended June 30, 1998 and 1997, respectively. These adjustments to shareholders' equity are foreign currency items. Effective January 1, 1998, the corporation adopted Statement of Financial Accounting Standard No. 131, "Disclosures about Segments of an Enterprise and Related Information." This standard changes the criteria used to determine the segments for which SEC registrants must report information. As permitted by the standard, the corporation will provide the required disclosures for its segments in its Form 10-K for the year ending December 31, 1998. Effective January 1, 1998, the corporation adopted Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." This statement requires additional disclosure on changes in the benefit obligations and fair values of plan assets during the year. As permitted by the standard, the corporation will provide the required disclosures for its benefit plans in its Form 10-K for the year ending December 31, 1998. - 6 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - --------------------- Consolidated revenues for the quarter ended June 30, 1998 were level compared to the same period of 1997, while consolidated revenues for the six month period ended June 30, 1998 were down slightly from the same period a year ago. Diversified Technologies segment revenues decreased about 7% for the three months ended June 30, 1998 compared to the same period of 1997; for the six month period, revenues decreased about 12% compared to the same period a year ago. These results reflect loss of revenue due to the sale of the corporation's defense information technology and services operation (called "Kaman Sciences"), which more than off set increases in revenue recorded for the Australia and New Zealand SH-2 helicopter programs and increased demand for aircraft structures and specialty self-lubricating bearings. Excluding Kaman Sciences, Diversified Technologies segment revenues increased 55% during the second quarter of 1998 compared to the same period of last year. The Diversified Technologies segment's principal programs are in the aerospace business; they include the SH-2G multi-mission naval helicopter, subcontract work involving airframe structures, and the manufacture of niche market products such as self-lubricating bearings and driveline couplings for aircraft applications. The corporation's K-MAX helicopter program is also part of the Diversified Technologies segment. The SH-2G helicopter program generally involves retrofit of the corporation's SH-2F helicopters, previously manufactured for the U.S. Navy (and currently in desert storage), to the SH-2G configuration. The corporation is currently performing this work under several contracts with foreign governments. Specifically, the corporation is delivering ten (10) SH-2G helicopters to the Republic of Egypt under its foreign military sale agreement with the U.S. Navy. This work has a value of about $150 million, of which about 95% percent has now been recorded as revenue. To date, eight (8) aircraft have been delivered, with deliveries scheduled to be completed by the end of this year. - 7 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) The corporation also has commercial sale contracts with the Commonwealth of Australia and the Government of New Zealand for the supply of retrofit SH-2G aircraft. The work for Australia involves eleven (11) helicopters (incorporating a new cockpit and new weapons and sensors) with support, including a support services facility, for the Royal Australian Navy. This contract is valued at nearly $600 million. The work for New Zealand involves four (4) aircraft, and support, for New Zealand defense forces. This contract is valued at nearly $170 million. Revenue has been recorded for each of these contracts, beginning in the last half of 1997. Deliveries under both programs are expected to begin in the 2000 - 2001 time frame. Certain other regions of the world are developing naval helicopter requirements and the corporation is pursuing this business in a highly competitive environment. However, management continues to believe that political and financial conditions in various areas could slow the prospects for potential sales. The economic difficulties in Southeast Asia demonstrate this, as it appears that certain procurement awards are likely to be delayed in that region. There are currently fourteen (14) SH-2G aircraft in the U.S. Naval Reserves. The corporation expects to continue providing logistics and spare parts support for these aircraft for a period of time, even though this aircraft is no longer manufactured for the U.S. government. The corporation also performs subcontract work for certain airframe manufacturing programs and manufactures various niche market products, including self-lubricating bearings for use principally in aircraft as well as hydro power installations, ships and submarines; and driveline couplings for use in helicopters. These businesses continue to benefit from general growth trends in the commercial aviation industry. Management continues to take a conservative approach to production of its K-MAX helicopter, a medium to heavy lift 'aerial truck' with many potential applications, including logging, movement of equipment and materials for projects such as ski lift and oil rig - 8 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) construction, utility power line work, fire fighting, and reforestation. Management believes that this approach will give the aircraft's markets time to develop and expects that sales and profitability will take some time to achieve. The K-MAX has been used extensively in the logging industry during its four years of commercial operation. Softness has developed in this market in the U.S. Pacific Northwest and Canada, due at least in part to the effect of economic conditions in Southeast Asia upon export sales. These circumstances appear to be affecting sales of the K-MAX and production is being adjusted accordingly. Another potential K-MAX application is the task of vertical replenishment ("VERTREP"), a non-combat role in the military. As the federal government has explored the concept of outsourcing VERTREP work to commercial providers, the U.S. Navy Military Sealift Command has awarded K-MAX two separate demonstration projects using charter/lease arrangements. Management believes that the federal government is continuing to consider the commercial outsourcing alternative. Overall, Distribution segment revenues increased about 2% for both the second quarter and first six months of 1998, compared to the same periods a year ago. These results reflect an increase of 6% and 7%, respectively, for Industrial Distribution (which constitutes 82% of the segment's revenues) offset by decreases of 12% in Music Distribution for both the second quarter and first six months of 1998. The Industrial Distribution business, which serves nearly every sector of U.S. industry, continues to benefit from a healthy domestic economy, internal initiatives to enhance operating efficiencies, and ongoing efforts to differentiate the business by offering a product mix which incorporates more value-added high technology and providing certain technical services to support customer needs. Given the nature of the business, demand tends to be influenced by industrial production levels. As a result, the economic difficulties in Southeast Asia are being monitored by management for their potential impact on U.S. industry. Additionally, while the industrial distribution business has traditionally been very competitive, increasing consolidation in the industry appears to be resulting in even more intense competition. - 9 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) The decrease in revenues for the Music Distribution business was largely due to loss of sales associated with Trace Elliot, the amplifier manufacturing business sold during 1997. Management continues efforts to improve operating efficiency and reorient its product lines to adapt to a general shift in musical tastes and buying habits in the market for music instruments. Total operating profits for the segments for the second quarter of 1998 increased 6% compared to the same period of 1997; total operating profits for the segments for the six months ended June 30, 1998 increased substantially compared to the prior year, due to the loss resulting from charges taken in the Music Distribution business during 1997. For the second quarter and six months ended June 30, 1998, operating profits for the Diversified Technologies segment were up almost 3% and level, respectively, compared to the same periods of last year. These results reflect increases in earnings from the SH-2 helicopter programs and sales of specialty self-lubricating bearings and aircraft structures, off set by loss of operating profit on sales from Kaman Sciences. Excluding Kaman Sciences, operating profits for this segment increased 37% for the second quarter and 34% for the six month period, compared to the same periods of 1997. Operating profits for the Distribution segment increased almost 13% for the second quarter of 1998 and substantially for the first six months of 1998 compared to the prior year, due primarily to the charge taken in the Music Distribution business in the first quarter of 1997. For the quarter ended June 30, 1998, net earnings rose to $7.6 million from $6.7 million in 1997. Earnings applicable to common shareholders were $7.6 million, or 32 cents per common share basic, 31 cents per common share diluted, compared to $5.8 million, or 31 cents per common share basic, and 28 cents per common share diluted for the second quarter last year. These results reflect elimination of the preferred stock dividend as a result of completion of the redemption process for the Corporation's Series 2 Preferred Stock during the first quarter. For the six month period ended June 30, 1998, net earnings were $14.6 million compared to $2.3 million a year ago. Earnings applicable to common shareholders for the first six months of 1998 were $14.6 million, or 63 cents per common share basic, 60 cents per common share diluted, compared to $445,000, or 2 cents per - 10 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) common share basic and diluted in 1997. Results for the first half of 1997 include a loss on the sale of the Trace Elliot amplifier business and charges taken in the Music Distribution business. Interest expense decreased almost 75% for the first half of 1998 compared to the same period of 1997, primarily due to the application of a substantial portion of advance payments received from the governments of Australia and New Zealand and a portion of the proceeds from the sale of Kaman Sciences to pay down bank debt. For the six months ended June 30, 1998, interest expense attributable to the corporation's debentures was more than off set by interest income earned from investment of surplus cash. The consolidated effective income tax rate for the first six months of 1998 was 40.9% compared to 52.2% for the same period a year ago. The rate for 1997 reflects adjustments for the tax benefits associated with the Trace Elliot matter. Effective January 1, 1998, the corporation adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." The Statement requires the corporation to report "comprehensive income" as defined therein. Please refer to the Notes to Condensed Consolidated Financial Statements for more information. Effective January 1, 1998, the corporation adopted Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information." The Statement changes the criteria used to determine the segments for which the corporation must report information. As permitted by the Statement, the corporation will provide the required disclosures for its segments in its Form 10-K report for the year ending December 31, 1998. Effective January 1, 1998, the corporation adopted Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The Statement requires additional disclosures on changes in the benefit obligations and fair values of plan assets during the year. As permitted by the Statement, the corporation will provide the required disclosures for its benefit plans in its Form 10-K report for the year ending December 31, 1998. - 11 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Management is aware of the potential software logic anomalies associated with the year 2000 date change. The corporation is in the process of evaluating the potential issues that need to be addressed in its operations and developing a plan for their remediation. Based on currently known information, costs of addressing the issue are not expected to have any material effect upon the corporation's financial position, results of operations, or cash flows in future periods. As part of the process, the corporation is also involved in communicating with certain service providers, suppliers, and customers to obtain information regarding their plans to address Year 2000 issues, to the extent that they have such issues. There can be no assurance that third parties' systems, upon which the corporation may rely, will become Year 2000 compliant in a timely manner. Liquidity and Capital Resources The corporation's cash flow from operations has generally been sufficient to finance a significant portion of its working capital and other capital requirements. During the six month period ended June 30, 1998, operating activities used cash, principally due to increases in accounts receivable in the Diversified Technologies and Distribution segments, increases in inventories, largely in the Distribution segment, and payment of taxes due on the Kaman Sciences transaction, offset by increases in accounts payable in the Distribution segment. During this period, cash used in investing activities was for items such as acquisition of machinery and computer equipment used in manufacturing and distribution. Cash used by financing activities was primarily attributable to the repayment of debt and the payment of dividends to common shareholders. The corporation had approximately $44.5 million in surplus cash at June 30, 1998, with an average of $67 million for the six month period. These funds have been invested in high quality, short term instruments. - 12 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) At June 30, 1998, the corporation had approximately $30 million of its 6% convertible subordinated debentures outstanding. The debentures are convertible into shares of Class A common stock at any time on or before March 15, 2012 at a conversion price of $23.36 per share, generally at the option of the holder. Pursuant to a sinking fund requirement that began March 15, 1997, the corporation redeems approximately $1.7 million of the outstanding principal of the debentures each year. For borrowing purposes, the corporation maintains a revolving credit agreement involving a group of domestic and foreign banks. This facility provides a maximum unsecured line of credit of $250 million. The agreement has a term of five years ending in January 2001, and contains various covenants, including debt to capitalization, consolidated net worth requirements, and limitations on other loan indebtedness that the corporation may incur. The agreement was amended and restated during 1997 to specifically address the issuance of certain letters of credit, which are considered borrowings under the agreement. During 1997, the governments of Australia and New Zealand made advance payments of $104.3 million in connection with their SH-2G contracts, which were fully secured by the corporation through the issuance of irrevocable letters of credit. At present, the face amount of these letters of credit has been reduced to about $68 million, in accordance with the terms of the relevant contracts. Further reductions are anticipated as certain contract milestones are achieved. Under the revolving credit agreement, the corporation has the ability to borrow funds on both a short-term and long-term basis. As of June 30, 1998, the corporation had virtually no outstanding bank borrowings. Average bank borrowings were $4.1 million for the six months, compared to $129.5 million for the same period of 1997. During the first quarter of 1998, pursuant to a redemption call, the corporation completed the process of converting virtually all of its Series 2 preferred stock to Class A common stock with an immaterial number of Series 2 preferred shares being redeemed by the corporation and settled in cash. - 13 - KAMAN CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION, Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Management believes that the corporation's cash flow from operations and available unused bank lines of credit under its revolving credit agreement will be sufficient to finance its working capital and other capital requirements for the foreseeable future. Forward-Looking Statements This report contains forward-looking information relating to the corporation's business and prospects, including the SH-2G and K-MAX helicopter programs, specialty self-lubricating bearings and couplings, the industrial and music distribution businesses, and other matters that involve a number of uncertainties that may cause actual results to differ materially from expectations. Those uncertainties include, but are not limited to: 1) the successful conclusion of contract negotiations with government authorities, including foreign governments; 2) political developments in countries where the corporation intends to do business; 3) standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; 4) economic and competitive conditions in markets served by the corporation, including industry consolidation in the United States and economic conditions in Southeast Asia; 5) the degree of acceptance of new products in the marketplace; 6) U.S. industrial production levels; 7) currency exchange rates, taxes, laws and regulations, inflation rates, general business conditions and other factors. Any forward- looking information should be considered with these factors in mind. - 14 - KAMAN CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits to Form 10-Q: (11) Earnings per common share computation (27) Financial Data Schedule (b) Reports on Form 8-K: There have been no reports on Form 8-K filed during the quarter ended June 30, 1998. 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. KAMAN CORPORATION Registrant Date: August 13, 1998 By Charles H. Kaman Chairman and Chief Executive Officer (Duly Authorized Officer) Date: August 13, 1998 By Robert M. Garneau Executive Vice President and Chief Financial Officer - 15 - KAMAN CORPORATION AND SUBSIDIARIES Index to Exhibits Exhibit 11 Earnings Per Common Share Computation Attached Exhibit 27 Financial Data Schedule Attached - 16 -

                    KAMAN CORPORATION AND SUBSIDIARIES
             EXHIBIT 11 - EARNINGS PER COMMON SHARE COMPUTATION
                   (In thousands except per share amounts)
       

                                   For the Three Months  For the Six Months
                                      Ended June 30,       Ended June 30,
                                   --------------------  ------------------
                                       1998      1997       1998      1997
                                       ----      ----       ----      ----
                                                                                
Basic:  
  Net earnings applicable to 
    common stock                     $  7,617  $  5,781  $ 14,593   $    445
                                     ========  ========  ========   ========
  Weighted average number
    of common shares outstanding       23,722    18,888    23,125     18,840
                                     ========  ========  ========   ========
Net earnings per common 
    share - basic                    $    .32  $    .31  $    .63   $    .02
                                     ========  ========  ========   ========


Diluted:
  Net earnings applicable 
    to common stock                  $  7,617  $  5,781  $ 14,593   $    445
  Elimination of interest expense  
    on 6% subordinated convertible 
    debentures(net after taxes)           265       227       542          *
  Elimination of preferred stock
    dividend requirement                   --       929        --          *
                                     --------  --------  --------   --------
  Net earnings (as adjusted)         $  7,882  $  6,937  $ 15,135   $    445
                                     ========  ========  ========   ========


  Weighted average number of common
    shares outstanding                 23,722    18,888    23,125     18,840
  Weighted average shares issuable on
    conversion of 6% subordinated
    convertible debentures              1,279     1,350     1,307          *
  Weighted average shares issuable on
    conversion of Series 2
    preferred stock                        --     4,551       565          *
  Weighted average shares issuable on
    exercise of diluted stock options     298       241       289          *
                                     --------  --------  --------   --------
    Total                              25,299    25,030    25,286     18,840
                                     ========  ========  ========   ========


Net earnings per common share 
    - diluted                        $    .31  $    .28  $    .60   $    .02
                                     ========  ========  ========   ========

    * Anti-dilutive and accordingly not included in the computation.
 


5 The schedule contains summary financial information extracted from the corporation's quarterly report to shareholders and is qualified in its entirety by reference to such financial statements. 1000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 51,196 0 216,711 (4,007) 209,787 508,344 160,253 (97,596) 576,062 228,933 28,206 0 0 23,734 276,363 576,062 485,886 486,512 357,633 461,523 714 0 (398) 24,673 10,080 14,593 0 0 0 14,593 .63 .60