<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1997
REGISTRATION NO. 333-37881
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
COINMACH LAUNDRY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3258015
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
55 LUMBER ROAD
ROSLYN, NEW YORK 11576
(516) 484-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT M. DOYLE
CHIEF FINANCIAL OFFICER
COINMACH CORPORATION
55 LUMBER ROAD
ROSLYN, NEW YORK 11576
(516) 484-2300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
RONALD S. BRODY WILLIAM M. HARTNETT
ANDERSON KILL & OLICK, P.C. CAHILL GORDON & REINDEL
1251 AVENUE OF THE AMERICAS 80 PINE STREET
NEW YORK, NEW YORK 10020 NEW YORK, NEW YORK 10005
(212) 278-1000 (212) 701-3000
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by the Company (other
than underwriting discounts and commissions) in connection with the sale of
the Common Stock being registered. All of such expenses, other than the filing
fees for the Commission and the NASD, are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 32,876
National Association of Securities Dealers fee................ 12,500
Printing and engraving expenses............................... 400,000
Transfer agent's fees and expenses............................ 5,000
Accounting fees and expenses.................................. 150,000
Legal fees and expenses....................................... 500,000
Miscellaneous fees and expenses............................... 99,624
----------
Total....................................................... $1,200,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Third Amended and Restated Bylaws provide that the Company
shall indemnify and hold harmless, to the fullest extent which it is empowered
to do so unless prohibited from doing so by the Delaware General Corporation
Law, as it exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than said law permitted the corporation
to provide prior to such amendment), any person who was or is a party or is
threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or
she was a director or officer of the Company, or while a director or officer
of the Company, is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan, against all expenses, liabilities, damages, actions, cost of
attachment or similar bonds, claims and losses (including without limitation
costs of investigating, preparing or defending any such claim or action and
attorney's fees and disbursements, judgments, fines, or penalties and amounts
paid in settlement) and any expenses of establishing a right to
indemnification reasonably incurred or suffered by such person in connection
therewith and that such indemnification shall continue as to any such person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of such person's heirs, executors and administrators; and that the
Company may, by action of its board of directors, provide indemnification to
employees and agents of the Company with the same scope and effect as
indemnification of directors and officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and
further that a corporation may indemnify such person against expenses
(including
II-1
<PAGE>
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
The Third Amended and Restated Bylaws further provide that the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of the Company, except that it shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to the Company) that the
claimant has not met the standards of conduct (as set forth above) which make
it permissible under the Delaware General Corporation Law for the Company to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the Company.
The Third Amended and Restated Bylaws further provide that the right to
indemnification shall be a contract right and shall include the right to be
paid by the Company for the expenses incurred in defending any such proceeding
in advance of its final disposition unless otherwise determined by the board
of directors of the Company in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company; and that such expenses incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the board
of directors of the Company deems appropriate. The rights conferred in the
Third Amended and Restated Bylaws to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final
disposition are not exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate or limit the personal liability of a director of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach
of fiduciary duty as a director, except in the case where the director (i)
breaches his duty of loyalty to the corporation or its stockholders, (ii)
fails to act in good faith, engages in intentional misconduct or knowingly
violates a law, (iii) authorizes the payment of a dividend or approves a stock
purchase or redemption in violation of Section 174 of the Delaware General
Corporation Law or (iv) obtains an improper personal benefit. Article Eleven
of the Company's Third Amended and Restated Certificate of Incorporation
includes a provision which eliminates directors' personal liability to the
fullest extent permitted under the Delaware General Corporation Law.
The Company has purchased director and officer liability insurance for its
directors and officers.
II-2
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement
4.1 Third Amended and Restated Certificate of Incorporation of Coinmach
Laundry (incorporated by reference from exhibit number 3.1 to
Coinmach's Form 10-Q for the quarterly period ended September 27,
1996, File number 1-11907 file number 333-00620)
4.2 Third Amended and Restated Bylaws of Coinmach Laundry (incorporated
by reference from exhibit number 3.1 to Coinmach's Form 10-Q for the
quarterly period ended September 27, 1996, file number 1-11907)
5.1** Form of Opinion and Consent of Anderson Kill & Olick, P.C. regarding
the validity of the Common Stock
10.1 Asset Purchase Agreement dated July 17, 1997 by and among Whitmer
Vend-O-Mat Laundry Services, Inc., Stephen P. Close, Kimberly A.
Close, Ruth D. Close, Kimberly A. Close, Ruth D. Close and Stephen P.
Close, as trustees of the Alvin D. Close Trust, SPC Management, Inc.
and Coinmach (incorporated by reference from exhibit number 10.57 to
Coinmach's Form 10-Q for the quarterly period ended September 26,
1997)
10.2 Stock Purchase Agreement dated July 17, 1997 by and among Kimberly A.
Close, Stephen P. Close, Ruth D. Close, Kimberly A. Close, Ruth D.
Close and Stephen P. Close, as trustees of the Alvin D. Close Trust,
National Coin Laundry Holding, Inc., National Coin Laundry Inc.,
National Laundry Equipment Company and Coinmach (incorporated by
reference from exhibit number 10.56 to Coinmach's Form 10-Q for the
quarterly period ended September 26, 1997)
10.3 Second Amendment and Waiver dated as of October 7, 1997 to the Credit
Agreement dated as of January 8, 1997, as amended, among Coinmach,
Coinmach Laundry, the Banks party thereto, Bankers Trust Company, as
Administrative Agent, First Union National Bank of North Carolina, as
Syndication Agent and Lehman Commercial Paper, Inc., as Documentation
Agent (incorporated by reference from exhibit number 10.4 to
Coinmach's Form 8-K/A Amendment No. 1 dated October 8, 1997)
10.4** Amended and Restated Employment Agreement between John E. Denson and
Coinmach, dated September 5, 1996
11.1* Computation of Loss per Share
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young LLP
23.4*** Consent of Arthur Andersen LLP
23.5** Consent of KPMG Peat Marwick LLP
23.6** Consent of Anderson Kill & Olick, P.C. (Included in Exhibit 5.1)
27.1 Financial Data Schedule
</TABLE>
- --------
* Previously filed as an exhibit to Amendment No. 1 to Form S-3.
** Previously filed as an exhibit to Amendment No. 2 to Form S-3.
*** Previously filed as an exhibit to Amendment No. 3 to Form S-3.
ITEM 17. UNDERTAKINGS.
The Company (or the "Registrant") hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
II-3
<PAGE>
(2) for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and, is therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ROSLYN, STATE OF NEW YORK ON DECEMBER 16, 1997.
COINMACH LAUNDRY CORPORATION
/s/ Stephen R. Kerrigan
By: _________________________________
STEPHEN R. KERRIGAN CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON DECEMBER 16, 1997.
SIGNATURE TITLE
/s/ Stephen R. Kerrigan Chairman of the Board of Directors
- ------------------------------------- and Chief Executive Officer
STEPHEN R. KERRIGAN (Principal Executive Officer)
/s/ Mitchell Blatt Director, President and Chief
- ------------------------------------- Operating Officer
MITCHELL BLATT
/s/ Robert M. Doyle Chief Financial Officer and Senior
- ------------------------------------- Vice President (Principal Financial
ROBERT M. DOYLE and Accounting Officer)
/s/ John E. Denson Senior Vice President
- -------------------------------------
JOHN E. DENSON
/s/ Michael E. Stanky Senior Vice President
- -------------------------------------
MICHAEL E. STANKY
/s/ David A. Donnini Director
- -------------------------------------
DAVID A. DONNINI
II-5
<PAGE>
/s/ James N. Chapman Director
- -------------------------------------
JAMES N. CHAPMAN
/s/ Bruce V. Rauner Director
- -------------------------------------
BRUCE V. RAUNER
/s/ Arthur B. Laffer Director
- -------------------------------------
ARTHUR B. LAFFER
/s/ Stephen G. Cerri Director
- -------------------------------------
STEPHEN G. CERRI
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
<C> <S> <C>
1.1** Form of Underwriting Agreement...........................
4.1 Third Amended and Restated Certificate of Incorporation
of Coinmach Laundry (incorporated by reference from
exhibit number 3.1 to Coinmach's Form 10-Q for the
quarterly period ended September 27, 1996, file number 1-
11907)...................................................
4.2 Third Amended and Restated Bylaws of Coinmach Laundry
(incorporated by reference from exhibit number 3.1 to
Coinmach's Form 10-Q for the quarterly period ended
September 27, 1996, file number 1-11907).................
5.1** Form of Opinion and Consent of Anderson Kill & Olick,
P.C. regarding the validity of the Common Stock..........
10.1 Asset Purchase Agreement dated July 17, 1997 by and among
Whitmer Vend-O-Mat Laundry Services, Inc., Stephen P.
Close, Kimberly A. Close, Ruth D. Close, Kimberly A.
Close, Ruth D. Close and Stephen P. Close, as trustees of
the Alvin D. Close Trust, SPC Management, Inc. and
Coinmach (incorporated by reference from exhibit number
10.57 to Coinmach's Form 10-Q for the quarterly period
ended September 26, 1997)................................
10.2 Stock Purchase Agreement dated July 17, 1997 by and among
Kimberly A. CLose, Stephen P. Close, Ruth D. Close,
Kimberly A. Close, Ruth D. Close and Stephen P. Close, as
trustees of the Alvin D. Close Trust, National Coin
Laundry Holding, Inc., National Coin Laundry, Inc.,
National Laundry Equipment Company and Coinmach
(incorporated by reference from exhibit number 10.56 to
Coinmach's Form 10-Q for the quarterly period ended
September 26, 1997)......................................
10.3 Second Amendment and Waiver dated as of October 7, 1997
to the Credit Agreement dated as of January 8, 1997, as
amended, among Coinmach, Coinmach Laundry, the Banks
party thereto, Bankers Trust Company, as Administrative
Agent, First Union National Bank of North Carolina, as
Syndication Agent and Lehman Commercial Paper, Inc., as
Documentation Agent (incorporated by reference from
exhibit number 10.4 to Coinmach's Form 8-K/A Amendment
No. 1 dated October 8, 1997).............................
10.4** Amended and Restated Employment Agreement between John E.
Denson and Coinmach, dated September 5, 1996.............
11.1* Computation of Loss per Share............................
23.1 Consent of Ernst & Young LLP.............................
23.2 Consent of Ernst & Young LLP.............................
23.3 Consent of Ernst & Young LLP.............................
23.4*** Consent of Arthur Andersen LLP...........................
23.5** Consent of KPMG Peat Marwick LLP.........................
23.6** Consent of Anderson Kill & Olick, P.C. (Included in
Exhibit 5.1).............................................
27.1 Financial Data Schedule
</TABLE>
- --------
* Previously filed as an exhibit to Amendment No. 1 to Form S-3.
** Previously filed as an exhibit to Amendment No. 2 to Form S-3.
*** Previously filed as an exhibit to Amendment No. 3 to Form S-3.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (Form S-3 No. 333-
37881) and related Prospectus of Coinmach Laundry Corporation for the
registration of shares of its common stock and to the incorporation by
reference therein of our report dated May 13, 1997 (except for Note 7b., as to
which the date is June 2, 1997), with respect to the consolidated financial
statements of Coinmach Laundry Corporation included in its Amendment No. 2 on
Form 10-K/A to its Annual Report on Form 10-K for the year ended March 28,
1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Melville, New York
December 12, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (Form S-3 No. 333-
37881) and related Prospectus of Coinmach Laundry Corporation for the
registration of shares of its common stock and to the incorporation by
reference therein of our report dated March 3, 1997, with respect to the
combined financial statements of Kwik Wash Laundries, Inc. and KWL, Inc.,
included in the Company's Amendment No. 3 on Form 8-K/A to its Current Report
on Form 8-K dated January 8, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
December 12, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (Form S-3 No. 333-
37881) and related Prospectus of Coinmach Laundry Corporation for the
registration of shares of its common stock and to the incorporation by
reference therein of our report dated March 20, 1996, with respect to the
combined and consolidated financial statements of Coinmach Corporation and
Subsidiaries (formerly Solon Automated Services, Inc., which was combined with
The Coinmach Corporation and Subsidiaries, a company under common control,
beginning April 5, 1995) included in Amendment No. 2 on Form 10-K/A to its
Annual Report on Form 10-K for Coinmach Laundry Corporation for the year ended
March 28, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
December 12, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMENDMENT
NO. 1 TO FORM S-3 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-27-1998
<PERIOD-START> MAR-29-1997
<PERIOD-END> SEP-26-1997
<CASH> 27,080
<SECURITIES> 0
<RECEIVABLES> 8,633
<ALLOWANCES> 0
<INVENTORY> 16,184
<CURRENT-ASSETS> 0
<PP&E> 186,913
<DEPRECIATION> 56,565
<TOTAL-ASSETS> 574,999<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 371,655<F2>
0
0
<COMMON> 102,575
<OTHER-SE> (37,481)
<TOTAL-LIABILITY-AND-EQUITY> 574,999<F3>
<SALES> 0
<TOTAL-REVENUES> 156,983
<CGS> 0
<TOTAL-COSTS> 107,636
<OTHER-EXPENSES> 36,457<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,220
<INCOME-PRETAX> (8,330)
<INCOME-TAX> (1,583)
<INCOME-CONTINUING> (6,747)<F5>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,747)
<EPS-PRIMARY> (.51)
<EPS-DILUTED> 0
<FN>
Data Presented is on a ProForma basis giving effect to the Bond Offering,
the Offering and the Transaction.
Coinmach Laundry Corporation and Subsidiaries.
<F1> Total Assets:
Includes Advance Rental Payments of $47,540, Contract Rights of $217,371, and
Goodwill of $109,027, each net of accumulated amortization, as of September 26,
1997.
<F2> Bonds:
Includes $296,655 of 11 3/4 % senior notes, as well as debt outstanding under a
credit facility of $75,000 as of September 26, 1997.
<F3> Total Liabilities:
Includes Accrued Commissions of $13,065 and Accrued Interest of $10,871, as of
September 26, 1997.
<F4> Other Expenses:
Other Expenses include stock based compensation charges of $545 for the six
months ended September 26, 1997.
<F5> Net Income:
In addition, EBITDA (earnings before interest, income taxes, depreciation and
amortization) of $49,347 (before the deduction for the stock- based
compensation charge) was generated for the reported period. EBITDA is a
meaningful measure of a company's ability to service debt.
</TABLE>
