Notes to Consolidated Financial Statements

	September 30,
		2002		2001
Finished goods and work in process		$ 85,012		$ 79,357
Raw materials		37,637		35,488
Supplies		14,344		11,631
Inventories at FIFO cost		136,993		126,476
LIFO reserve		(24,562)		(24,465)
Net inventories		$ 112,431		$ 102,011

It is impracticable to segregate the LIFO reserve between raw materials, finished goods and work in process.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Cost includes major expenditures for improvements and replacements which extend useful lives or increase capacity. During fiscal 2002, 2001 and 2000, the Company capitalized interest of approximately $477,000, $1,541,000 and $1,097,000, respectively. For financial reporting purposes, depreciation and amortization are provided on both the declining balance and straight-line methods over the estimated useful lives of the assets as follows:

Buildings and building improvements	15-40 years
Machinery and equipment	3-20 years
Transportation equipment	3-8 years
Leasehold improvements	Term of lease

Depreciation expense for fiscal 2002, 2001 and 2000 was approximately $70,476,000, $67,020,000 and $66,267,000, respectively.

Basic and Diluted Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Year Ended September 30,
		2002		2001		2000
Numerator:
Income (loss) before cumulative effect of a change in      accounting principle	$32,470	$30,237	$(15,916)
Cumulative effect of a change in accounting principle,      net of tax	(5,844)	286	---
Reported net income (loss)	26,626	30,523	(15,916)
Add back: Goodwill amortization, net of tax	---	7,802	8,302
Adjusted net income (loss)	$26,626	$38,325	$ (7,614)
Denominator:
Denominator for basic earnings (loss) per share-weighted      average shares	$33,809	$33,297	$ 34,524
Effect of dilutive stock options and restricted stock awards	564	132	---
Denominator for diluted earnings (loss) per share -      weighted average shares and assumed conversions	$34,373	$33,429	$ 34,524
Basic earnings (loss) per share:
Income (loss) before cumulative effect of a change in      accounting principle	$ 0.96	$ 0.91	$ (0.46)
Cumulative effect of a change in accounting principle,      net of tax	(0.17)	0.01	---
Reported net income (loss) per share - basic	0.79	0.92	(0.46)
Add back: Goodwill amortization, net of tax	---	0.23	0.24
Adjusted net income (loss)	$ 0.79	$ 1.15	$ (0.22)
Diluted earnings (loss) per share:
Income (loss) before cumulative effect of a change in      accounting principle	$ 0.94	$ 0.90	$ (0.46)
Cumulative effect of a change in accounting principle,      net of tax	(0.17)	0.01	---
Reported net income (loss) per share - diluted	0.77	0.91	(0.46)
Add back: Goodwill amortization, net of tax	---	0.23	0.24
Adjusted net income (loss)	$ 0.77	$ 1.14	$ (0.22)

Common stock equivalents were antidilutive in fiscal 2000 and, therefore, were excluded from the computation of weighted average shares used in computing diluted loss per share.

Goodwill and Other Intangible Assets

The Company has classified as goodwill the excess of the acquisition cost over the fair values of the net assets of businesses acquired. Beginning in fiscal 2002, in accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," goodwill is no longer amortized. During fiscal 2001, goodwill was amortized on a straight-line basis over periods ranging from 20 to 40 years.

Other intangible assets primarily represent costs allocated to noncompete agreements, financing costs and patents. These assets are amortized on a straight-line basis over their estimated useful lives. Accumulated amortization relating to intangible assets, excluding goodwill, was approximately $7,260,000 and $8,405,000 at September 30, 2002 and 2001, respectively, as follows (in thousands):

	September 30,
		2002				2001
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Noncompete agreements		$ 7,771		$(4,410)		$ 9,697		$(5,881)
Bond costs		6,667		(2,601)		7,029		(2,189)
Patents		791		(29)		190		(190)
Trademark		270		(7)		---		---
Other		320		(213)		145		(145)
Total		$15,819		$(7,260)		$17,061		$(8,405)

During fiscal 2002, aggregate amortization expense was $2,045,000. Estimated amortization expense for the succeeding five years is as follows (in thousands):

2003	.............................................................................	$1,820
2004	.............................................................................	1,713
2005	.............................................................................	1,510
2006	.............................................................................	1,012
2007	.............................................................................	591

Asset Impairment

The Company generally accounts for long-lived asset impairment under Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS 121"). This Statement requires that long-lived assets and certain identifiable intangibles to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset. If the sum of the estimated expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Otherwise, an impairment loss is not recognized. Measurement of an impairment loss is based on the estimated fair value of the asset. Long-lived assets to be disposed of are generally recorded at the lower of their carrying amount or estimated fair value less cost to sell.

Foreign Currency Translation

Assets and liabilities of the Company's foreign operations are generally translated from the foreign currency at the rate of exchange in effect as of the balance sheet date. Earnings from foreign operations are indefinitely reinvested in the respective operations. Revenues and expenses are generally translated at average monthly exchange rates prevailing during the year. Resulting translation adjustments are reflected in shareholders' equity.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is comprised of the following, net of taxes (in thousands):

	September 30,
		2002		2001
Foreign currency translation		$(8,921)		$(8,172)
Net unrealized income (loss) on derivative instruments		151		(274)
Minimum pension liability		(23,673)		(465)
Total accumulated other comprehensive loss		$(32,443)		$(8,911)

New Accounting Standards

In July 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). This statement applies to all exit or disposal activities initiated after December 31, 2002 and requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. The Company will adopt this accounting standard for all exit or disposal activities initiated after December 31, 2002.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supercedes SFAS 121. SFAS 144 is effective for fiscal years beginning after December 15, 2001. The Company adopted SFAS 144 as of October 1, 2002 and does not expect the pronouncement to have a material impact on the consolidated financial statements.

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." This statement changed the accounting for goodwill from an amortization method to an impairment-only approach. The Company adopted SFAS 142 in the first quarter of fiscal 2002 and determined that $8,212,000 of the total goodwill associated with its laminated paperboard products business was impaired. As a result, the Company recognized a charge of $5,844,000, net of tax, from the cumulative effect of a change in accounting principle.

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended. This statement requires the fair value of derivatives to be recorded as assets or liabilities. Gains or losses resulting from changes in the fair values of derivatives would be accounted for currently in earnings or comprehensive income depending on the purpose of the derivatives and whether they qualify for special hedge accounting treatment. The Company adopted SFAS 133 in the first quarter of fiscal 2001, resulting in income of $286,000, net of tax, from the cumulative effect of a change in accounting principle.

Reclassifications

Certain reclassifications have been made to prior year amounts to conform with the current year presentation.

Note 2. Acquisitions, Plant Closings and Other Matters

Acquisitions

During fiscal 2002, the Company acquired substantially all of the assets of Athena Industries, Inc., a designer and manufacturer of permanent point-of-purchase displays and fixtures with expertise in wire and metal fabrication located in Burr Ridge, Illinois, and certain assets of Advertising Display Company, Inc., a producer of temporary and permanent point-of-purchase displays, including its display operations in Memphis, Tennessee. The results of operations of Athena Industries and Advertising Display Company have been included in the consolidated statements of operations of the Company after March 21, 2002 and November 30, 2001, respectively, the dates of acquisition.

In accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations," these acquisitions are accounted for under the purchase method of accounting, which requires the Company to record the assets and liabilities of the acquisitions at their estimated fair value with the excess of the purchase price over these amounts recorded as goodwill. Total cash consideration paid for the acquisitions was $25,351,000. Additional contingent cash consideration of up to an aggregate of $1,250,000 may be paid based on the achievement of gross profit goals through calendar year 2003. Final adjustments to the purchase price will be made based on finalization of the amount of working capital acquired. Estimated goodwill of approximately $8,973,000, which is deductible for tax purposes, was recorded in connection with the acquisitions in the Company's merchandising displays and corrugated packaging segment. The pro forma impact of the acquisitions is not material to the financial results for the year ended September 30, 2002.

Plant Closing and Other Costs

During fiscal 2002, the Company incurred plant closing and other costs related to announced facility closings. The cost of employee terminations is generally accrued at the time of notification to the employees. Certain other costs, such as moving and relocation costs, are expensed as incurred. These plant closing costs include the closing of a laminated paperboard products plant in Vineland, New Jersey, a corrugating plant in Dothan, Alabama and a folding carton plant in El Paso, Texas. The closures resulted in the termination of approximately 190 employees. In connection with these closings, the Company incurred charges of $11,553,000 during fiscal 2002 which consisted mainly of asset impairment, severance, equipment relocation, disposal costs and related expenses. Payments of $367,000 were made during fiscal 2002. The remaining liability at September 30, 2002 is approximately $2,333,000. Facilities closed during fiscal 2002 had combined revenues of $40,400,000, $57,228,000 and $63,094,000 for fiscal years 2002, 2001 and 2000, respectively. Facilities closed during the year had combined losses of $5,446,000 and $228,000 during fiscal 2002 and 2001, respectively, and combined operating income during fiscal 2000 of $1,198,000. The Company has consolidated the operations of the Vineland laminated paperboard products plant and will consolidate the operations of the Dothan corrugating plant and the El Paso folding carton plant into other existing facilities.

During fiscal 2002, the Company decided to permanently shut down its specialty paper machine at its Dallas, Texas mill and its No. 1 paper machine at its Lynchburg, Virginia specialty mill, and determined that certain equipment in its folding carton division was impaired. As a result, the Company incurred impairment charges of $6,057,000 during fiscal 2002.

During fiscal 2001, the Company closed a folding carton plant in Augusta, Georgia and an interior packaging plant in Eaton, Indiana. The closures resulted in the termination of approximately 210 employees. In connection with these closings, the Company incurred charges of $1,316,000 and $6,191,000 during fiscal 2002 and 2001, respectively, which consisted mainly of asset impairment, severance, equipment relocation, disposal costs and related expenses. The Company made payments of $1,440,000 and $792,000 during fiscal 2002 and 2001, respectively, and made an accrual adjustment of $218,000 to increase the liability during fiscal 2002. The remaining liability at September 30, 2002 is $252,000. Facilities closed during fiscal 2001 had combined revenues of $24,623,000 and $36,943,000 for fiscal years 2001 and 2000, respectively. Operating losses incurred at the Augusta folding plant amounted to $288,000 and $326,000 for fiscal 2001 and 2000, respectively, and operating income at the Eaton partition plant was $646,000 and $1,909,000 for fiscal years 2001 and 2000, respectively. The Company has consolidated the operations of the Augusta folding plant and the Eaton interior packaging plant into other existing facilities.

During fiscal 2000, the Company closed a laminated paperboard products plant in Lynchburg, Virginia and folding carton plants in Chicago, Illinois, Norcross, Georgia and Madison, Wisconsin. The closures resulted in the termination of approximately 550 employees. In connection with these closings, the Company incurred charges of $61,130,000 during fiscal 2000, which consisted mainly of asset impairment, severance, equipment relocation, lease write-downs and other related expenses, including business interruption and other inefficiencies. Of the $61,130,000, $46,037,000 represented asset impairment charges related to the determination of material diminution in the value of assets, including goodwill of $25,432,000 (which is not deductible for tax purposes), relating to the Company's two folding carton plants that use web offset technology as well as assets relating to the other closed facilities. The Company made payments of $712,000, $2,380,000 and $12,593,000 in fiscal 2002, 2001 and 2000, respectively. The Company has a nominal remaining liability at September 30, 2002. Facilities closed during fiscal 2000 had combined revenues and operating losses of $72,037,000 and $5,587,000, respectively, in fiscal 2000. The Company has consolidated the operations of these closed plants into other existing facilities.

During fiscal 2000, the Company decided to remove certain equipment from service primarily in its laminated paperboard products division. As a result of this decision, the Company incurred impairment charges of $4,622,000 related to this equipment.

Note 3. Shareholders' Equity

Capitalization

The Company's capital stock consists of Class A common stock ("Class A Common") with holders entitled to one vote per share.

During fiscal 2002, the Company's Class B common stock ("Class B Common"), which entitled holders to 10 votes per share, was eliminated. On May 17, 2002, various executive officers and members of the Company's Board of Directors delivered a notice to the Company of their election to convert the shares of Class B Common owned by them into shares of Class A Common pursuant to the Company's Restated and Amended Articles of Incorporation ("Articles of Incorporation"). Because the shares of Class B Common outstanding following such conversion represented less than 15% of the total outstanding shares of the Company's common stock, pursuant to the Articles of Incorporation, the remaining shares of Class B Common were subject to automatic conversion into shares of Class A Common. On June 30, 2002, each of the Company's 9,634,899 shares of issued and outstanding shares of Class B Common, par value $0.01 per share, were automatically converted into one share of Class A Common, thus eliminating all Class B Common. Approximately 978,000 shares of Class B Common were converted to shares of Class A Common during fiscal 2002 prior to the automatic conversion on June 30, 2002. During fiscal 2001 and 2000, respectively, approximately 752,000 and 285,000 Class B Common shares were converted to Class A Common shares. The Company's Articles of Incorporation do not authorize any further issuance of shares of Class B Common.

The Company also has authorized preferred stock, of which no shares have been issued. The terms and provisions of such shares will be determined by the Board of Directors upon any issuance of such shares.

Stock Repurchase Plan

In November 2000, the Executive Committee of the Board of Directors amended the Company's stock repurchase plan to allow for the repurchase from time to time prior to July 31, 2003 of a maximum of 2,143,332 shares of Class A Common. During fiscal 2002, the Company did not repurchase any shares of Class A Common. During fiscal 2001, the Company repurchased 274,300 shares of Class A Common of which 270,000 shares were purchased under the original plan and 4,300 were purchased under the amended plan. The Company repurchased 2,125,268 shares of Class A Common during fiscal 2000. As of September 30, 2002, the Company has 2,139,032 shares available for repurchase prior to July 31, 2003.

Stock Option Plans

The Company's 2000 Incentive Stock Plan, approved in January 2001, allows for the granting of options to certain key employees for the purchase of a maximum of 2,200,000 shares of Class A Common. Options which have been granted under this plan vest in increments over a period of up to three years and have ten-year terms.

The Company's 1993 Stock Option Plan allows for the granting of options to certain key employees for the purchase of a maximum of 3,700,000 shares of Class A Common. Options which have been granted under this plan vest in increments over a period of up to three years and have ten-year terms.

The Incentive Stock Option Plan, the 1987 Stock Option Plan and the 1989 Stock Option Plan provided for the granting of options to certain key employees for an aggregate of 4,320,000 shares of Class A Common and 1,440,000 shares of Class B Common. The Company will not grant any additional options under the Incentive Stock Option Plan, the 1987 Stock Option Plan or the 1989 Stock Option Plan.

As a result of the elimination of Class B Common during fiscal 2002, any outstanding options to purchase shares of Class B Common have been converted to options to purchase Class A Common.

The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, generally no compensation expense is recognized.

Pro forma information regarding net income and earnings per share is required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," which also requires that the information be determined as if the Company had accounted for its employee stock options granted subsequent to September 30, 1995 under the fair value method of that statement. The fair values for the options granted subsequent to September 30, 1995 were estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:

		2002		2001		2000
Expected Term in Years		8		8		10
Expected Volatility		43.7%		42.2%		41.4%
Risk-Free Interest Rate		1.8%		3.5%		5.9%
Dividend Yield		1.8%		3.0%		2.0%

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair values estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair values of its employee stock options.

The estimated weighted average fair value of options granted during fiscal 2002, 2001 and 2000 with option prices equal to the market price on the date of grant was $6.14, $4.21 and $4.41, respectively.

For purposes of pro forma disclosures, the estimated fair value of the options are amortized to expense over the options' vesting period. The Company's pro forma information follows (in thousands except for earnings per share information):

		2002		2001		2000
Pro forma net income (loss)		$23,493		$27,028		$(19,609)
Pro forma earnings (loss) per share    Basic		0.69		0.81		(0.57)
Diluted		0.68		0.81		(0.57)

The table below summarizes the changes in all stock options during the periods indicated:

		Class B Common						Class A Common
		Shares		Price Range		Weighted Average Exercise Price		Shares		Price Range		Weighted Average Exercise Price
Options outstanding at    October 1, 1999		165,919		$4.33-7.45		$5.90		3,000,240		$ 4.32-20.31		$14.52
Exercised or forfeited		(120,379)		$4.33-7.45		$5.57		(486,560)		$ 4.32-20.31		$ 9.83
Granted		---		---		---		1,003,600		$ 8.93-14.25		$ 9.19
Options outstanding at    September 30, 2000		45,540		$6.09-7.45		$6.78		3,517,280		$ 6.06-20.31		$13.65
Exercised or forfeited		(6,600)		$6.09-7.45		$6.77		(864,856)		$ 6.06-20.31		$14.25
Granted		---		---		---		866,450		$ 8.00-11.90		$11.18
Options outstanding at    September 30, 2001		38,940		$6.09-7.45		$6.78		3,518,874		$ 6.06-20.31		$12.34
Exercised or forfeited		(25,740)		$6.09-7.45		$6.44		(778,079)		$ 6.06-20.31		$12.42
Granted		---		---		---		643,333		$16.51-18.19		$18.13
Converted		(13,200)		$ 7.45		$7.45		13,200		$ 7.45		$ 7.45
Options outstanding at    September 30, 2002		---		---		---		3,397,328		$ 7.42-20.31		$13.90
Options exercisable at    September 30, 2002		---		---		---		2,010,496		$ 7.42-20.31		$13.86
Options available for    future grant at    September 30, 2002		---		---		---		1,845,363		---		---

The following table summarizes information concerning options outstanding and exercisable at September 30, 2002:

Class A Common
Range of Exercise Prices		Number Outstanding		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
$7.42-7.45		39,600		$ 7.44		39,600		$ 7.44		0.8
$8.00-8.94		521,810		8.91		301,279		8.92		7.5
$10.25-11.73		995,785		11.19		464,517		11.15		8.0
$14.25-16.60		862,600		14.94		821,400		14.91		5.6
$18.19-20.31		977,533		18.68		383,700		19.43		7.5
		3,397,328		$13.90		2,010,496		$13.86		7.1

Pursuant to the Company's 2000 Incentive Stock Plan, the Company can award up to 500,000 shares of restricted Class A Common to employees. Sale of the stock awarded is restricted for two to five years from the date of grant, depending on vesting. Vesting of the stock occurs in increments of one-third beginning on the third anniversary of the date of grant. Accelerated vesting of a portion of the grant may occur based on the Company's performance. During fiscal 2002 and 2001, respectively, the Company awarded 100,000 and 140,000 shares of Class A Common, which had a fair value at the date of grant of $1,819,000 and $1,575,000, respectively. Compensation under the plan is charged to earnings over the restriction period and amounted to $858,000 and $154,000 during fiscal 2002 and 2001, respectively. During fiscal 2002, accelerated vesting of one-third of the fiscal 2001 grant occurred due to achievement of performance targets.

Employee Stock Purchase Plan

Under the Amended and Restated 1993 Employee Stock Purchase Plan, shares of Class A Common are reserved for purchase by substantially all qualifying employees of the Company. In fiscal 2002, 2001 and 2000, approximately 244,000, 294,000 and 314,000 shares, respectively, were purchased by employees under this plan. As of September 30, 2002, 521,621 shares of Class A Common were available for purchase.

Note 4. Debt

Debt, excluding the fair value of hedging instruments of $19,751,000 and $8,603,000 as of September 30, 2002 and 2001, respectively, consists of the following:

	September 30,
		2002		2001
		(In thousands)
8.20% notes, due August 2011, net of unamortized discount of $604 and    $672(a)		$249,396	$249,328
7.25% notes, due August 2005, net of unamortized discount of $39 and    $53(b)		99,961	99,947
Asset securitization facility(c)		60,000	88,600
Industrial revenue bonds, bearing interest at variable rates (3.0% at    September 30, 2002), due through October 2036(d)		40,000	37,500
Revolving credit facility(e)		2,400	8,000
Other notes		1,483	2,264
		453,240	485,639
Less current maturities of debt		62,917	97,152
Long-term debt due after one year		$390,323	$388,487

(a)		In August 2001, the Company sold $250,000,000 in aggregate principal amount of its 8.20% notes due August 15, 2011 (the "2011 Notes"), the proceeds of which were used to repay borrowings outstanding under its revolving credit agreement. The 2011 Notes are not redeemable prior to maturity and are not subject to any sinking fund requirements. The 2011 Notes are unsubordinated, unsecured obligations. The indenture related to the 2011 Notes restricts the Company and its subsidiaries from incurring certain liens and entering into certain sale and leaseback transactions, subject to a number of exceptions. The 2011 Notes were issued at a discount of $682,500 which is being amortized over its term. Debt issuance costs of approximately $2,136,000 are also being amortized over its term. Giving effect to the amortization of the original issue discount and the debt issuance costs, the effective interest rate of the 2011 Notes is approximately 8.31%.
(b)		In August 1995, the Company sold $100,000,000 in aggregate principal amount of its 7.25% notes due August 1, 2005 (the "2005 Notes"). The 2005 Notes are not redeemable prior to maturity and are not subject to any sinking fund requirements. The 2005 Notes are unsubordinated, unsecured obligations. The indenture related to the 2005 Notes restricts the Company and its subsidiaries from incurring certain liens and entering into certain sale and leaseback transactions, subject to a number of exceptions. Debt issuance costs of approximately $908,000 are being amortized over the term of the 2005 Notes. In May 1995, the Company entered into an interest rate adjustment transaction in order to effectively fix the interest rate on the 2005 Notes subsequently issued in August 1995. The costs associated with the interest rate adjustment transaction of $1,530,000 are being amortized over the term of the 2005 Notes. Giving effect to the amortization of the original issue discount, the debt issuance costs and the costs associated with the interest rate adjustment transaction, the effective interest rate on the 2005 Notes is approximately 7.51%.
(c)		In November 2000, the Company entered into a $125,000,000 receivables-backed financing transaction (the "Receivables Financing Facility"), the proceeds of which were used to repay borrowings outstanding under its revolving credit agreement. A bank provides a back-up liquidity facility. The effective interest rate was 2.73% and 3.53% as of September 30, 2002 and 2001, respectively. Both the Receivables Financing Facility and the back-up liquidity facility are 364-day vehicles.
(d)		Payments of principal and interest on these industrial revenue bonds are guaranteed by a letter of credit issued by a bank. Restrictions on the Company similar to those described in (e) below exist under the terms of the agreements. The bonds are remarketed periodically based on the interest rate period selected by the Company. In the event the bonds cannot be remarketed, the bank has agreed to extend long-term financing to the Company in an amount sufficient to retire the bonds.
(e)		The Company has a revolving credit facility, provided by a syndicate of banks, which provides aggregate borrowing availability of up to $300,000,000 through fiscal 2005. Borrowings outstanding under the facility bear interest based upon LIBOR plus an applicable margin. Annual facility fees range from .125% to .375% of the aggregate borrowing availability, based on the Company's consolidated funded debt to EBITDA ratio. The borrowing rate and facility fees at September 2002 was 3.155% and .20%, respectively. The borrowing rate and facility fees at September 2001 was 4.5625% and .25%, respectively. Under the agreements covering this facility, restrictions exist as to the maintenance of financial ratios, creation of additional long-term and short-term debt, certain leasing arrangements, mergers, acquisitions, disposals and other matters. The Company is in compliance with such restrictions.

As of September 30, 2002, the aggregate maturities of long-term debt for the succeeding five years are as follows (in thousands):

2003	.............................................................................	$ 62,917
2004	.............................................................................	330
2005	.............................................................................	100,244
2006	.............................................................................	6,088
2007	.............................................................................	65
Thereafter	.............................................................................	283,596
Total long-term debt	.............................................................................	$453,240

One of the Company's Canadian subsidiaries has a revolving credit facility with a Canadian bank. The facility provides borrowing availability of up to Canadian $2,000,000 and can be renewed on an annual basis. There are no facility fees related to this arrangement. As of September 30, 2002 and 2001, there were no amounts outstanding under this facility.

The Company also maintains a $24,800,000 synthetic lease facility. The facility expires in April 2004 unless it is extended pursuant to two five-year renewal terms. At September 30, 2002, obligations outstanding under this facility were $24,500,000. Since the resulting lease is an operating lease, no debt obligation is recorded on the Company's balance sheet. During fiscal 2002, the Company paid approximately $790,000 and $79,000 in interest and facility fees, respectively. During fiscal 2001, the Company paid approximately $1,565,000 and $84,000 in interest and facility fees, respectively.

Note 5. Financial Instruments

Long-Term Notes

At September 30, 2002 and 2001, the fair market value of the 2005 Notes was approximately $105,970,000 and $101,546,000, respectively, based on quoted market prices. At September 30, 2002 and 2001, the fair market value of the 2011 Notes was approximately $280,425,000 and $250,113,000, respectively, based on quoted market price. The carrying amount for variable rate long-term debt approximates fair market value since the interest rates on these instruments are reset periodically.

Derivative Instruments

The Company enters into a variety of derivative transactions. The Company is exposed to counterparty credit risk for nonperformance and, in the event of nonperformance, to market risk for changes in interest rates. The Company manages exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. The Company does not anticipate nonperformance of the counterparties.

Derivative contracts that are an asset from the Company's perspective are reported as other assets. Contracts that are liabilities from the Company's perspective are recorded as other liabilities. For each derivative instrument that is designated and qualifies as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings during the period of the changes in fair values. For each derivative instrument that is designated and qualifies as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The following is a summary of the fair value of derivative instruments outstanding as of September 30:

		2002		2001
		(In thousands)
Interest rate swaps (fair value hedges)(a)		$3,058	$8,603
Interest rate swaps (cash flow hedges)(b)		(198)	---
Interest rate swaps and caps (other)(c)		(87)	---
Foreign currency forwards(d)		47	---
Commodity swaps(e)		61	(2,399)
Net fair value of derivative contracts		$2,881	$6,204

(a)		Beginning in August 2001, the Company has used interest rate swaps to convert $200,000,000 of its 2005 and 2011 Notes' fixed obligations to a floating rate. In August 2002, the Company monetized $100,000,000 of its 2005 interest rate swaps and $100,000,000 of its 2011 interest rate swaps. This was done by terminating the existing interest rate swap and entering into a comparable replacement swap at then-current market levels. In doing so, the Company received proceeds of $12,401,000, net of accruals. In September 2002, the Company again monetized $100,000,000 of its 2011 interest rate swaps and received proceeds of $4,695,000, net of accruals. The resulting gains are being amortized over the original contract life as a reduction of interest expense. The unamortized gains on these terminations of $16,693,000 as of September 30, 2002 are included in the adjustment for fair value hedge on the consolidated balance sheet, along with the fair value of swap contracts outstanding as of September 30, 2002 and 2001. As of September 30, 2002, the adjusted interest rates on the 2005 and 2011 Notes were three month LIBOR plus 3.95% and 3.865%, respectively.
(b)		In May 2002, the Company entered into an interest rate swap agreement to convert $50,000,000 of short-term debt from a floating rate to a fixed rate of 2.445%.
(c)		In May 2002, the Company entered into interest rate agreements to cap the three-month LIBOR interest rate at 4.0% for $150,000,000 of borrowings. Also, in May 2002, the Company entered into an interest rate swap to manage $25,000,000 of short-term debt from a floating rate to a fixed rate of 2.445%. These cap and swap agreements are not designated as hedges and are recorded at fair value, with gains or losses immediately recognized in interest expense.
(d)		In May 2002, the Company entered into a foreign currency forward contract to limit exposure to fluctuations in Canadian foreign currency rates with respect to receivables denominated in Canadian dollars.
(e)		Beginning in fiscal 2001 and during fiscal 2002, the Company entered into commodity swap agreements to limit the exposure to falling sales prices and rising raw material costs. As of September 30, 2002, the Company has certain commodity swaps that hedge the selling prices on a total of 4,500 tons of recycled corrugated medium each quarter and expire during fiscal 2003. The Company also has other commodity swaps that hedge the raw material costs on a total of 1,500 tons of old corrugated containers, or "OCC," each quarter and expire during fiscal 2003.

Note 6. Leases and Other Agreements

The Company leases certain manufacturing and warehousing facilities and equipment (primarily transportation equipment) under various operating leases. Some leases contain escalation clauses and provisions for lease renewal.

As of September 30, 2002, future minimum lease payments, including certain maintenance charges on transportation equipment, under all noncancelable leases, and the operating leases under a synthetic lease facility are as follows (in thousands):

2003	.............................................................................	$11,213
2004	.............................................................................	7,860
2005	.............................................................................	4,960
2006	.............................................................................	4,019
2007	.............................................................................	3,709
Thereafter	.............................................................................	26,313
Total future minimum lease payments	.............................................................................	$58,074

Rental expense for the years ended September 30, 2002, 2001 and 2000 was approximately $16,756,000, $16,670,000 and $16,157,000, respectively, including lease payments under cancelable leases.

Note 7. Income Taxes

The Company accounts for income taxes under the liability method which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. The recognition of future tax benefits is required to the extent that realization of such benefits is more likely than not.

The provisions for income taxes consist of the following components (in thousands):

	Year Ended September 30,
		2002		2001		2000
Current income taxes:
Federal	$11,098	$12,470	$ 8,259
State	2,363	1,196	1,228
Foreign	2,270	1,622	1,767
Total current	15,731	15,288	11,254
Deferred income taxes:
Federal	5,055	5,861	96
State	397	503	8
Foreign	165	245	212
Total deferred	5,617	6,609	316
Provision for income taxes	$21,348	$21,897	$11,570

The differences between the statutory federal income tax rate and the Company's effective income tax rate are as follows:

	Year Ended September 30,
		2002		2001		2000
Statutory federal tax rate		35.0%		35.0%		35.0%
State taxes, net of federal benefit		4.1		2.9		(1.0)
Non-deductible amortization and write-off of goodwill (See Note 2)		---		4.1		(283.3)
Other, net (primarily non-taxable items)		0.6		---		(16.9)
Effective tax rate		39.7%		42.0%		(266.2)%

The tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities consist of the following (in thousands):

	September 30,
		2002		2001
Deferred income tax assets:
Accruals and allowances	$ 9,485	$ 8,723
Minimum pension liability	14,065	291
Other	9,832	2,207
Total	33,382	11,221
Deferred income tax liabilities:
Property, plant and equipment	89,428	84,898
Deductible intangibles	4,418	3,146
Inventory and other	16,713	11,170
Total	110,559	99,214
Net deferred income tax liability	$ 77,177	$87,993
Current deferred tax asset	$ 7,168	$ 6,319
Long-term deferred tax liability	84,345	94,312
Net deferred income tax liability	$77,177	$87,993

The Company has not recorded any valuation allowances for deferred income tax assets.

The components of the income (loss) before income taxes are (in thousands):

	Year Ended September 30,
		2002		2001		2000
United States		$36,179		$46,319		$(10,516)
Cumulative effect of a change in accounting principle		8,212		(465)		---
		44,391		45,854		(10,516)
Foreign		9,427		6,280		6,170
Income (loss) before income taxes		$53,818		$52,134		$ (4,346)

Note 8. Retirement Plans

The Company has a number of defined benefit pension plans covering essentially all employees who are not covered by certain collective bargaining agreements. The benefits are based on years of service and, for certain plans, compensation. The Company's practice is to fund amounts deductible for federal income tax purposes.

In addition, under several labor contracts, the Company makes payments based on hours worked into multi-employer pension plan trusts established for the benefit of certain collective bargaining employees.

The Company's projected benefit obligation, fair value of assets and net periodic pension cost include the following components (in thousands):

	September 30,
		2002		2001
Projected benefit obligation at beginning of year		$191,445		$175,093
Service cost		6,220		6,044
Interest cost on projected benefit obligations		15,251		14,358
Amendments		895		1,933
Curtailment gain		(291)		---
Actuarial loss		15,216		2,113
Acquisitions		---		(90)
Benefits paid		(8,702)		(8,006)
Projected benefit obligation at end of year		$220,034		$191,445
Fair value of assets at beginning of year		$182,725		$201,245
Actual loss on plan assets		(15,974)		(11,824)
Employer contribution		12,483		1,310
Benefits paid		(8,702)		(8,006)
Fair value of assets at end of year		$170,532		$182,725
Funded status		$(49,502)		$ (8,720)
Net unrecognized loss		54,027		6,741
Unrecognized prior service cost		1,035		174
Net prepaid (accrued) pension cost included in consolidated    balance sheets		$ 5,560		$ (1,805)

For fiscal 2002, the net prepaid pension cost of $5,560,000 consists of accrued pension cost of $1,930,000 and prepaid pension cost of $7,490,000. For fiscal 2001, the net accrued pension cost of $1,805,000 consists of accrued pension cost of $6,527,000 and prepaid pension cost of $4,722,000.

The amounts required to be recognized in the consolidated statements of operations are as follows (in thousands):

	Year Ended September 30,
		2002		2001		2000
Service cost		$ 6,220		$ 6,044		$ 6,358
Interest cost on projected benefit obligations		4		14,358		13,268
		15,251
Expected return on plan assets		(16,396)		(17,822)		(18,595)
Net amortization of the initial asset		---		(198)		(330)
Net amortization of loss (gain)		5		(403)		(1,867)
Net amortization of prior service cost		(41)		(54)		(97)
Curtailment loss		79		386		---
Total Company defined benefit plan expense (income)		5,118		2,311		(1,263)
Multi-employer plans for collective bargaining employees		187		255		254
Net periodic pension cost (income)		$ 5,305		$ 2,566		$ (1,009)

The discount rate used in determining the actuarial present value of the projected benefit obligations was 7.25%, 7.75% and 8.00% as of September 30, 2002, 2001 and 2000, respectively. The expected increase in compensation levels used in determining the actuarial present value of the projected benefit obligations was 3.0% as of September 30, 2002 and 4.0% as of September 30, 2001 and 2000. The expected long-term rate of return on assets used in determining pension expense was 9.0% for all years presented. The projected benefit obligations, accumulated benefit obligation and fair value of assets for underfunded plans was $220,033,000, $207,533,000 and $170,531,000, respectively, as of September 30, 2002. As a result, the Company recognized an intangible asset in the amount of $4,532,000 and accumulated other comprehensive loss of $23,208,000, net of tax, for fiscal 2002. The projected benefit obligations, accumulated benefit obligation and fair value of assets for underfunded plans was $35,770,000, $32,064,000, and $27,768,000, respectively, as of September 30, 2001. As a result, the Company recorded an intangible asset in the amount of $1,528,000 and made an adjustment to accumulated other comprehensive income of $465,000, net of tax, for fiscal 2001. There were no underfunded plans as of September 30, 2000.

The Company maintains an employee savings plan which permits participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code. The Company matches 50% of contributions up to a maximum of 6% of compensation as defined by the plan. During fiscal 2002, 2001 and 2000, the Company recorded matching expense, net of forfeitures, of $4,399,000, $4,169,000 and $3,357,000, respectively, related to the plan.

The Company has a Supplemental Executive Retirement Plan ("SERP") which provides unfunded supplemental retirement benefits to certain executives of the Company. The SERP provides for incremental pension payments to partially offset the reduction in amounts that would have been payable from the Company's principal pension plan if it were not for limitations imposed by federal income tax regulations. Expense relating to the plan of $156,000, $148,000 and $161,000 was recorded for the years ended September 30, 2002, 2001 and 2000, respectively. Amounts accrued as of September 30, 2002 and 2001 related to the plan were $1,251,000 and $1,113,000, respectively.

Note 9. Related Party Transactions

A director of the Company is the chairman and a significant shareholder of the insurance agency that brokers a portion of insurance for the Company. The insurance premiums paid by the Company may vary significantly from year to year with the claims arising during such years. For the years ended September 30, 2002, 2001 and 2000, payments were approximately $4,497,000, $2,923,000 and $2,565,000, respectively.

Note 10. Commitments and Contingencies

Capital Additions

Estimated costs for completion of authorized capital additions under construction as of September 30, 2002 total approximately $10,000,000.

Environmental and Other Matters

The Company is subject to various federal, state, local and foreign environmental laws and regulations, including those regulating the discharge, storage, handling and disposal of a variety of substances. These laws and regulations include, among others, the Comprehensive Environmental Response, Compensation and Liability Act, which the Company refers to as CERCLA, the Clean Air Act (as amended in 1990), the Clean Water Act, the Resource Conservation and Recovery Act (including amendments relating to underground tanks) and the Toxic Substances Control Act. These environmental regulatory programs are primarily administered by the U.S. Environmental Protection Agency. In addition, some states in which the Company operates have adopted equivalent or more stringent environmental laws and regulations or have enacted their own parallel environmental programs, which are enforced through various state administrative agencies.

The Company does not believe that future compliance with these environmental laws and regulations will have a material adverse effect on its results of operations, financial condition or cash flows. However, environmental laws and regulations are becoming increasingly stringent. Consequently, the Company's compliance and remediation costs could increase materially. In addition, the Company cannot currently assess with certainty the impact that the future emissions standards and enforcement practices under the 1990 amendments to the Clean Air Act will have on its operations or capital expenditure requirements. However, the Company believes that any such impact or capital expenditures will not have a material adverse effect on its results of operations, financial condition or cash flows.

Excluding costs related to wastewater treatment system improvements at a paperboard mill in Otsego, Michigan discussed in the next paragraph, the Company estimates that it will spend up to $1,000,000 for capital expenditures during fiscal year 2003 in connection with matters relating to environmental compliance. The Company also may be required to upgrade certain waste water treatment equipment at one of its facilities during the next twelve months at a cost ranging from approximately $100,000 to $400,000. In addition, the Company may need to modify or replace the coal-fired boilers at two of its facilities in order to operate cost effectively while complying with emissions regulations under the Clean Air Act. The Company estimates these improvements could cost from $4,000,000 to $6,000,000. If required, the Company anticipates those costs to be incurred within the next three years.

On February 9, 1999, the Company received a letter from the Michigan Department of Environmental Quality, which it refers to as MDEQ, in which the MDEQ alleged that the Company was in violation of the Michigan Natural Resources and Environmental Protection Act, as well as the facility's wastewater discharge permit at one of its Michigan facilities. The letter alleged that the Company exceeded several numerical limitations for chemical parameters outlined in the wastewater permit and violated other wastewater discharge criteria. The MDEQ further alleged that the Company is liable for contamination contained on the facility property as well as for contributing contamination to the Kalamazoo River site. The letter requested that the Company commit, in the form of a binding agreement, to undertake the necessary and appropriate response activities and response actions to address contamination in both areas. The Company has entered into an administrative consent order pursuant to which improvements are being made to the facility's wastewater treatment system and the Company has paid a $75,000 settlement amount. The Company has also agreed to pay in three equal installments an additional amount of $30,000 for past and future oversight costs incurred by the State of Michigan. The first two installments have been made, with the last installment to be made during fiscal year 2003. The cost of making upgrades to the wastewater treatment systems is estimated to be up to $3,100,000, of which the Company has incurred $1,000,000 as of September 30, 2002. Nothing contained in the order constitutes an admission of liability or any factual finding, allegation or legal conclusion on the part of the Company. The order was completed during the first quarter of fiscal 2002. To date, the MDEQ has not made any other demand regarding the Company's alleged liability for contamination at the Kalamazoo River site.

The Company has been identified as a potentially responsible party, which it refers to as a PRP, at ten active "superfund" sites pursuant to CERCLA or comparable state statutes. No remediation costs or allocations have been determined with respect to such sites other than costs that were not material to the Company. Based upon currently available information and the opinions of the Company's environmental compliance managers and general counsel, although there can be no assurance, the Company believes that any liability it may have at any site will not have a material adverse effect on its results of operations, financial condition or cash flows.

Other Contingencies

Subsequent to the Company's fiscal year ended September 30, 2002, a significant customer of the Company's packaging segment announced that it is experiencing financial difficulties. Although the outcome of this customer's financial position is still uncertain, the Company's exposure to this customer is approximately $5,958,000 as of September 30, 2002.

Note 11. Segment Information

The Company reports three business segments. The packaging products segment consists of facilities that produce folding cartons, interior packaging and thermoformed plastic packaging. The merchandising displays and corrugated packaging segment consists of facilities that produce displays and corrugated containers. The paperboard segment consists of facilities that manufacture 100% recycled clay-coated and specialty paperboard, corrugating medium and laminated paperboard products and that collect recovered paper.

Certain operations included in the packaging products and paperboard segments are located in foreign countries and had operating income of $8,888,000, $7,411,000, and $7,179,000 for fiscal years ended September 30, 2002, 2001 and 2000, respectively. For fiscal 2002, foreign operations represented approximately 5.6%, 8.3% and 5.8% of total net sales to unaffiliated customers, total income from operations and total identifiable assets, respectively. For fiscal 2001, foreign operations represented approximately 5.6%, 6.2% and 5.9% of total net sales to unaffiliated customers, total income from operations and total identifiable assets, respectively. For fiscal 2000, foreign operations represented approximately 5.1%, 19.7% and 5.9% of total net sales to unaffiliated customers, total income from operations and total identifiable assets, respectively. As of September 30, 2002, 2001 and 2000, the Company had foreign long-lived assets of $33,795,000, $34,578,000, and $33,756,000, respectively.

The Company evaluates performance and allocates resources based, in part, on profit or loss from operations before income taxes, interest and other items. The accounting policies of the reportable segments are the same as those described in the Summary of Significant Accounting Policies. Intersegment sales are accounted for at prices that approximate market prices. Intercompany profit is eliminated at the consolidated level. For segment reporting purposes, the Company's equity in income (loss) from its unconsolidated joint venture, as well as the Company's investment in the joint venture, are included in the results for the paperboard segment.

Following is a tabulation of business segment information for each of the past three fiscal years (in thousands):

	Years Ended September 30,
		2002		2001		2000
Net sales (aggregate):
Packaging Products	$ 790,210	$ 806,107	$ 797,399
Merchandising Displays and Corrugated Packaging	290,133	263,395	238,822
Paperboard	516,181	524,551	588,489
Total	$1,596,524	$1,594,053	$1,624,710
Less net sales (intersegment):
Packaging Products	$ 3,297	$ 3,474	$ 5,294
Merchandising Displays and Corrugated Packaging	5,062	5,615	5,334
Paperboard	151,618	143,332	150,794
Total	$ 159,977	$ 152,421	$ 161,422
Net sales (unaffiliated customers):
Packaging Products	$ 786,913	$ 802,633	$ 792,105
Merchandising Displays and Corrugated Packaging	285,071	257,780	233,488
Paperboard	364,563	381,219	437,695
Total	$1,436,547	$1,441,632	$1,463,288
Segment income:
Packaging Products	$ 50,488	$ 48,074	$ 39,724
Merchandising Displays and Corrugated Packaging	32,813	30,246	27,629
Paperboard	24,093	41,633	51,380
	107,394	119,953	118,733
Goodwill amortization	---	(8,569)	(9,069)
Plant closing and other costs	(18,237)	(16,893)	(65,630)
Other non-allocated expenses	(6,425)	(5,406)	(8,243)
Interest expense	(26,399)	(35,042)	(35,575)
Interest and other income	456	530	418
Minority interest in consolidated subsidiary	(2,971)	(2,439)	(4,980)
Income (loss) before income taxes	$ 53,818	$ 52,134	$ (4,346)
Identifiable assets:
Packaging Products	$ 419,692	$ 423,041	$ 429,422
Merchandising Displays and Corrugated Packaging	152,503	132,122	130,126
Paperboard	566,895	582,364	585,985
Corporate	34,643	26,886	13,430
Total	$1,173,733	$1,164,413	$1,158,963
Goodwill
Packaging Products	$ 28,489	$ 28,489	$ 29,923
Merchandising Displays and Corrugated Packaging	27,974	19,001	20,426
Paperboard	203,958	212,170	218,177
Total	$ 260,421	$ 259,660	$ 268,526
Depreciation and amortization (excluding goodwill):
Packaging Products	$ 29,897	$ 28,819	$ 29,868
Merchandising Displays and Corrugated Packaging	9,716	8,658	7,702
Paperboard	29,756	28,627	27,246
Corporate	3,152	2,920	3,176
Total	$ 72,521	$ 69,024	$ 67,992
Goodwill Amortization:
Packaging Products	$ ---	$ 1,138	$ 1,537
Merchandising Displays and Corrugated Packaging	---	1,425	1,425
Paperboard	---	6,006	6,107
Total	$ ---	$ 8,569	$ 9,069
Capital expenditures:
Packaging Products	$ 34,443	$ 33,983	$ 48,094
Merchandising Displays and Corrugated Packaging	11,955	10,097	14,238
Paperboard	24,805	26,784	29,815
Corporate	6,437	1,697	2,493
Total	$ 77,640	$ 72,561	$ 94,640

The changes in the carrying amount of goodwill for the year ended September 20, 2002 are as follows (in thousands):

		Packaging		Merch. Displays and Corr. Pkg		Paperboard		Total
Balance as of September 30, 2001		$28,489		$19,001		$212,170		$259,660
Goodwill acquired		---		8,973		---		8,973
Impairment losses		---		---		(8,212)		(8,212)
Balance as of September 30, 2002		$28,489		$27,974		$203,958		$260,421

The Company tested the goodwill associated with each of its divisions for impairment during fiscal 2002 in accordance with the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Due to an increase in competition and lower demand for laminated paperboard products, operating profit and cash flows for the division were lower than expected during the first and second quarters of fiscal 2002. As a result, the earnings forecast for the next five years was revised and it was determined that $8,212,000 of goodwill associated with the laminated paperboard products was impaired. As a result, an expense of $5,844,000 net of tax, or $0.17 per diluted share, was recognized as the cumulative effect of a change in accounting principle associated with the paperboard segment. The fair value of the reporting unit was estimated using the expected present value of future cash flows.

Note 12. Financial Results by Quarter (Unaudited)

2002		First Quarter(a)		Second Quarter		Third Quarter		Fourth Quarter
		(In thousands, except per share data)
Net sales		$350,567	$348,119	$357,142	$380,719
Gross profit		75,682	70,711	74,981	69,649
Plant closing and other costs		---	---	9,681	8,556
Income before cumulative effect of a change in    accounting principle		12,199	11,584	5,471	3,216
Net income		6,355	11,584	5,471	3,216
Basic earnings per share before cumulative effect    of a change in accounting principle		0.36	0.34	0.16	0.09
Diluted earnings per share before cumulative    effect of a change in accounting principle		0.36	0.34	0.16	0.09

2001		First Quarter(b)		Second Quarter		Third Quarter		Fourth Quarter
Net sales		$345,169		$367,410		$357,065		$371,988
Gross profit		64,006		72,369		75,167		78,929
Plant closing and other costs		1,865		3,175		2,523		9,330
Income before cumulative effect of a change in    accounting principle		4,505		7,318		9,120		9,294
Net income		4,791		7,318		9,120		9,294
Basic earnings per share before cumulative effect    of a change in accounting principle		0.13		0.22		0.27		0.28
Diluted earnings per share before cumulative    effect of a change in accounting principle		0.13		0.22		0.27		0.28

2000		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Net sales		$346,821		$369,940		$370,545		$375,982
Gross profit		70,422		71,476		67,867		71,641
Plant closing and other costs		2,474		52,725		4,876		5,555
Net income (loss)		8,610		(33,256)		2,605		6,125
Basic earnings (loss) per share		0.25		(0.96)		0.08		0.18
Diluted earnings (loss) per share		0.24		(0.96)		0.07		0.18

(a)		Net income includes expense of $5,844,000 net of tax, or $0.17 per diluted share, for the cumulative effect of a change in accounting principle from a goodwill write-off due to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
(b)		Net income includes income of $286,000, net of tax, or $0.01 per diluted share, for the cumulative effect of a change in accounting principle from the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended.

During fiscal 2002, the Company determined that certain fringe expenses previously classified in selling, general and administrative expenses actually related to indirect labor and should more appropriately be classified as cost of goods sold. As a result, quarterly gross profit numbers have been restated to reflect the change. These reclassifications resulted in a decrease in gross profit of $6,710,000, $6,360,000 and $7,045,000 during fiscal 2002, 2001 and 2000, respectively. There was no impact on net income (loss) as a result of this reclassification.

The interim earnings (loss) per common and common equivalent share amounts were computed as if each quarter was a discrete period. As a result, the sum of the basic and diluted earnings (loss) per share by quarter will not necessarily total the annual basic and diluted earnings (loss) per share.