WANG LABORATORIES INC
8-K, 1995-05-04
COMPUTER & OFFICE EQUIPMENT
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<PAGE>   1


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                   FORM 8-K


              Current Report Pursuant to Section 13 or 15(d) of
                      the Securites Exchange Act of 1934

Date of Report (Date of earliest event reported):
                                 May 2, 1995
                                 -----------


                           Wang Laboratories, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                   Delaware
                ----------------------------------------------
                (State or other jurisdiction of incorporation)

              1-5677                                 04-2192707
    ------------------------             --------------------------------
    (Commission File Number)             (IRS Employer Identification No.)


     One Industrial Avenue, Lowell, Massachusetts                 01851
     --------------------------------------------              ----------
     (Address of principal executive offices)                  (Zip Code)


      Registrant's telephone number, including area code (508) 459-5000
                                                         --------------

<PAGE>   2
ITEM 5.  OTHER EVENTS
         ------------

        On May 2, 1995 Wang Laboratories, Inc. ("Wang") announced its earnings
for the quarter ended March 31, 1995.  A press release prepared by Wang on May
2, 1995 is attached hereto as Exhibit 99.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------

     (c)  Exhibits

Item                  Description
- ----                  -----------

99.                   Press Release Announcing
                        Earnings for the Quarter
                        Ending March 31, 1995
















                                     -2-

<PAGE>   3



                                  SIGNATURE



        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 hereunto duly authorized.


                                             WANG LABORATORIES, INC.




       May 3, 1995                               /s/  Albert A. Notini
Dated: ____________________________          By: ____________________________
                                                 Albert A. Notini, 
                                                 Senior Vice President,
                                                  General Counsel and
                                                  Secretary

















                                     -3-

<PAGE>   4

<TABLE>

                                EXHIBIT INDEX

<CAPTION>

Exhibit No.                   Description                      Page No.
- -----------                   -----------                      --------
<S>                           <C>                              <C>
99.                           Press Release Announcing
                               Earnings for the Quarter
                               Ending March 31, 1995

</TABLE>


















                                     -4-

<PAGE>   1
                                                                 
                                                         WANG LABORATORIES, INC.
                                                         One Industrial Avenue
                                                         Lowell, MA 01851
                                                         Tel: 508/459-5000
                                                         
F O R  I M M E D I A T E  R E L E A S E



        Contact:
        Frank Ryan (508) 967-7038
        Ed Pignone (508) 967-4912


                   WANG REPORTS THIRD-QUARTER RESULTS
                   ----------------------------------

              Lowell, Mass. (May 2, 1995 ) -- Wang (NASDAQ: WANG) today
        announced its third-quarter results, which were in line with
        the anticipated results announced by the company on March 31,
        1995.

              For the quarter ended March 31, 1995, Wang reported
         revenues of $253.1 million and an operating loss, before
         amortization of intangible assets, of $4.0 million, which
         compares to revenues of $205.0 million and operating income of
         $8.5 million in the year-ago period.

              The net loss for the quarter was $72.2 million, which
         includes a $64.2 million charge for integration,
         consolidation, and other initiatives principally related to
         Wang's acquisition of certain of the businesses of Groupe
         Bull. In future quarters, as the amounts are incurred, the
         company expects to report approximately $10 million of
         additional costs for acquisition-related relocation, systems
         integration, and other related charges. The net loss for the
         quarter compares to net income of $3.1 million in the year-ago
         period. EBITDA (earnings before interest, taxes,
         depreciation, and amortization) were $11.1 million for the
         current quarter.

              Because the Groupe Bull acquisition closed on January
         31, 1995, third-quarter results include only two months of
         results from the acquired businesses.

                                - more -


<PAGE>   2
              Wang ended the period with cash balances of $93.0
         million on March 31, 1995, and with no borrowings under its
         revolving credit facility. The company noted that
         approximately $110 million in cash was used during the quarter
         to complete the Groupe Bull acquisition. The March 31 cash
         balances do not include proceeds from Microsoft's purchase of
         Wang convertible preferred stock, which is expected to be
         concluded during the fourth quarter.

              Joseph M. Tucci, chairman and chief executive officer,
         said, "In the third quarter we completed our plan for the
         integration and consolidation of the businesses we acquired
         from Groupe Bull on January 31, 1995. We are moving forward
         aggressively in implementing these programs, which are
         expected to reduce costs and expenses by approximately $85
         million on an annualized basis.

              "During the third quarter, customers ordered 95
         OPEN/workflow and OPEN/image systems from Wang, up from 40
         systems in the year-ago quarter. Our recently announced
         alliances with Kodak and Microsoft support our strategy to be
         the acknowledged leader in imaging and workflow software."

              For the nine months ended March 31, 1995, Wang reported
         revenues of $661.4 million and operating income, before
         amortization of intangible assets, of $19.3 million, which
         compares to $647.7 million and $35.5 million, respectively, in
         the year-ago period. The net loss for the nine months was
         $64.3 million, and is not comparable to prior periods due to
         the implementation of fresh-start reporting on September 30,
         1993, and the inclusion, in the current period, of the costs
         related to the company's Groupe Bull acquisition.

               EBITDA for the nine months were $52.8 million.


                                 - end-

<PAGE>   3

<TABLE>
                                                   WANG LABORATORIES, INC. 

                                                       PRESS RELEASE



<CAPTION>
                                                            (Dollars in millions except per share data)

                                                                 Quarter Ended                Nine Months Ended
                                                                   March 31,                     March 31,
                                                       ----------------------------- -----------------------------
                                                          1995             1994           1995            1994
                                                       -------------   ------------- -------------   -------------
                                                                                                        Combined
                                                                                                     Predecessor &
                                                                                                      Reorganized
                                                                  Reorganized Company                   Company.
                                                       ----------------------------------------      -------------
      <S>                                                 <C>           <C>           <C>              <C>
      Revenues:
        Product                                           $ 92.3        $ 73.5        $269.9           $226.1
        Service and other                                  160.8         131.5         391.5            421.6
                                                          ------        ------        ------           ------
                                                           253.1         205.0         661.4            647.7

      Costs and expenses                                   257.1         196.5         642.1            612.2
                                                          ------        ------        ------           ------

      Operating income (loss) before
        amortization of intangible assets
        and restructuring                                   (4.0)          8.5          19.3             35.5

      Amortization of intangible assets (a)                  8.9           6.9          22.1             13.8

      Restructuring (b)                                     64.2            --          64.2               --
                                                          ------        ------        ------           ------

      Operating income (loss)                              (77.1)          1.6         (67.0)            21.7

      Interest and other income - net                       (1.3)         (3.8)         (6.3)            (6.4)
                                                          ------        ------        ------           ------

      Income (loss) before income taxes
        and reorganization items                           (75.8)          5.4         (60.7)            28.1

      Provision (benefit) for income taxes                  (3.6)          2.3           3.6              8.2
                                                          ------        ------        ------           ------

      Income (loss) before reorganization items            (72.2)          3.1         (64.3)            19.9

      Reorganization-related items                            --            --            --            488.0 (c)
                                                          ------        ------        ------           ------

      Net income (loss)                                    (72.2)          3.1         (64.3)           507.9

      Dividends and accretion on
        redeemable preferred stock                          (2.1)         (1.9)         (6.2)            (2.2)
                                                          ------        ------        ------           ------

      Net income (loss) applicable to
        common stockholders                               $(74.3)       $  1.2        $(70.5)          $505.7
                                                          ======        ======        ======           ======

      Net income (loss) per share                         $(2.24)       $ 0.04        $(2.17)          $    *
                                                          ======        ======        ======           ======
<FN>

(a)    Amount relates to amortization of intangible assets acquired from Groupe Bull and assets identified in connection with 
       the adoption of "fresh-start" reporting.

(b)    Charges principally associated with integration and consolidation initiatives related to the acquisition of certain of 
       the businesses of Groupe Bull.

(c)    Includes $329.3 million extraordinary gain on debt discharge and $193.6 million to adjust the company's balance sheet to fair
       market value recorded as a result of the confirmation of the Reorganization Plan and the adoption of "fresh-start"
       reporting. These gains are reduced by $34.9 million of professional fees, restructuring initiatives, and other expenses
       related to the company's reorganization under Chapter 11.

*      Earnings per share information is not presented for the nine months ended March 31, 1994 due to the implementation of
       "fresh-start' reporting in connection with the confirmation of the Reorganization Plan, which resulted in a revised capital
       structure of the company as of September 30, 1993.
</TABLE>


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