<PAGE>
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 4, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT
REPORTED)
----------------------------------
WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-7327 36-2660763
(COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
3003 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(630) 572-8800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
- --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events.
On February 4, 1997, the registrant, WMX Technologies, Inc. (the
"Company"), announced that the Company's Board of Directors approved a
comprehensive package of strategic initiatives.
The Company announced that it will divest non-core and non-integrated
assets valued at about $1.5 billion over the next 18 to 24 months and will
reduce overhead and capital spending. The Company also announced a new Board
member and management changes, and indicated that it would seek stockholder
approval to rename the Company "Waste Management, Inc."
The Board of Directors also approved a two-year 50-million share repurchase
program, which will include an approximately $1-billion "Dutch Auction" tender
offer targeted for early in the second quarter.
The Company reported its results of operations for the quarter and year
ended December 31, 1996, and announced that it recorded a charge to 1996
earnings of $680 million, after tax and minority interest. The Company also
indicated that it anticipates earnings from continuing operations of
approximately $1.75 per share in 1997 and that it has established an earnings
goal of $2.05 per share from continuing operations for 1998.
A copy of the news release is filed herewith as an exhibit and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are filed as a
part of this report. The exhibit filed as part of this report is listed in the
Exhibit Index hereto.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WMX TECHNOLOGIES, INC.
By: /s/ Thomas A. Witt
------------------
Thomas A. Witt
Vice President
Dated: February 6, 1997
3
<PAGE>
WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit *
---------------------------------
1. None
2 None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated February 4, 1997 issued by WMX Technologies, Inc.
- --------------------
*Exhibits not listed are inapplicable.
<PAGE>
Exhibit 99.1
Analyst Contact: Media Contact:
John D. Sanford William J. Plunkett
(630) 572-8803 (630) 572-8898
WMX TECHNOLOGIES ADOPTS NEW BUSINESS STRATEGY
----------------------------------------------
TO ENHANCE SHAREHOLDER VALUE
----------------------------
FOCUSES MISSION ON WASTE MANAGEMENT SERVICES:
--------------------------------------------
. COMPANY TO FOCUS SOLELY ON WASTE MANAGEMENT SERVICES IN DOMESTIC
AND SELECT INTERNATIONAL MARKETS WHERE IT CAN BE NO. 1 OR NO. 2
PLAYER
. APPROVES RETURN TO WASTE MANAGEMENT, INC. NAME
. RESOURCES TARGETED TO MOST IMPORTANT GEOGRAPHIC MARKETS AND
PROFITABLE CUSTOMER SEGMENTS, BUILDING ON STRONG BRAND AND
FACILITIES NETWORK
ANNOUNCES NEW MONETIZATION GOAL IN CASH-DRIVEN FINANCIAL
---------------------------------------------------------
STRATEGY:
---------
. PLANS DIVESTITURE OF $1.5 BILLION IN ASSETS OVER 18 TO 24 MONTHS
. REDUCES CAPITAL SPENDING TO $900 MILLION IN 1997, APPROXIMATING
DEPRECIATION AND AMORTIZATION
. EXPECTS TO GENERATE $3 BILLION IN FREE CASH FLOW AFTER DIVIDENDS
OVER 24 MONTHS
SETS SHARE REPURCHASES AND "DUTCH AUCTIONS":
--------------------------------------------
. BOARD APPROVES 50-MILLION SHARE REPURCHASE PROGRAM (10 PERCENT OF
OUTSTANDING), INCLUDING $1 BILLION "DUTCH AUCTION"
. WHEELABRATOR TECHNOLOGIES UNIT PLANS 30-MILLION-SHARE BUYBACK,
INCLUDING $350 MILLION "DUTCH AUCTION"
EVA(R) MANAGEMENT SYSTEM INTRODUCED; COST REDUCTIONS UNDER WAY:
------------------------------------------------------------------
1
<PAGE>
. ADOPTS EVA/(R)/ MANAGEMENT COMPENSATION SYSTEM TO IMPROVE RETURN
ON CAPITAL
. PLANS TO SAVE APPROXIMATELY $300 MILLION BY 1999 THROUGH RE-
ENGINEERING KEY BUSINESS PROCESSES
. SHARED SUPPORT SERVICES ORGANIZATION INTRODUCED
. ELIMINATES 3,000 POSITIONS BY 1999, 1,200 THIS YEAR
NEW BOARD MEMBER AND MANAGEMENT CHANGES ANNOUNCED:
-------------------------------------------------
. PAUL MONTRONE JOINS BOARD
. HOLSTEN BECOMES CHIEF OPERATING OFFICER, KOENIG PRESIDENT OF SHARED
SERVICES, SANFORD CHIEF FINANCIAL OFFICER
REPORTS FOURTH QUARTER EARNINGS, INCLUDING $680 MILLION CHARGE:
---------------------------------------------------------------
. CITES WESSEX SALE, REVALUATION OF EUROPEAN BUSINESSES,
RESTRUCTURING AND LITIGATION RESERVES
. DISCONTINUES BUSINESSES: RUST CONSULTING, WATER, HAZARDOUS WASTE
FUELS, AND SCAFFOLDING
COMMENTS ON FUTURE PERFORMANCE:
-------------------------------
. SEES FLAT REVENUE IN 1997
TARGETS EARNINGS OF $1.75 PER SHARE IN 1997
. ANNOUNCES EARNINGS PER SHARE GOAL OF $2.05 IN 1998
Oak Brook, Illinois, February 4, 1997 -- WMX Technologies, Inc. Chief
Executive Officer Phillip B. Rooney today announced that the Company's Board of
Directors has approved a comprehensive package of strategic initiatives designed
to deliver value to shareholders. The centerpiece of this program is a business
strategy focused solely on waste management services in domestic and select
international markets where the Company can be the No. 1 or No. 2 player.
WMX said it will divest non-core and non-integrated assets valued at about
$1.5 billion over the next 18 to 24 months, and will reduce overhead and capital
spending, as well as streamline the organization. To fully exploit its brand
value and reflect the
2
<PAGE>
focused strategy, the corporation will be re-named Waste Management, Inc. The
Company also announced a new Board member and management changes.
The Board of Directors also approved a two-year 50-million share repurchase
program to return a significant amount of free cash to shareholders. The Company
said it intends to accelerate the repurchase program through an approximately
$1-billion "Dutch Auction" tender offer targeted for early in the second
quarter.
The Company also announced that it has recorded a charge to 1996 earnings
of $680 million, after tax and minority interest, and indicated that it
anticipates flat revenues and modest earnings growth in 1997 as it concentrates
on improving future returns.
Refined business strategy
- -------------------------
"These decisions taken by our Board redefine Waste Management for the
future," said Mr. Rooney, President and Chief Executive Officer since last June.
"Waste Management will be a company with $9.4-billion in revenue and $16.5
billion in assets committed solely to waste management services and a clear
strategy for increasing returns to our investors.
"Over the past several months we have listened carefully to a broad group
of WMX shareholders as we worked to design a strategic plan that is genuinely
responsive to the needs of our owners. We also sought the counsel of outside
advisors, including Merrill Lynch, to help us develop a course of action that
could be implemented effectively and quickly," Mr. Rooney continued.
The Company said its business strategy is designed to improve returns by
focusing resources on its most important geographic markets and profitable
customer segments. "Our goal is to build on the operational excellence and
facilities network we have established over 25 years," Mr. Rooney said. "We will
add value by concentrating on the basics of the waste management services
business, and that begins with our people delivering complete customer
satisfaction."
The Company said the Wheelabrator Technologies Inc. waste-to-energy
businesses and the Waste Management International plc businesses are integral to
the Company's long-term waste management services strategy. The Company noted
that its Wheelabrator Technologies and Waste Management International
subsidiaries are expected to generate significant free cash flow and also
provide technology and experience that substantially enhance the Company's
ability to respond to future growth opportunities, particularly in Asia.
Wheelabrator provides the leading global waste-to-energy technology and its 16
waste-to-energy plants, with their combined capacity to process nearly 24,000
tons of waste per day, represent a very important part of the Company's North
American disposal services network. Waste Management
3
<PAGE>
International operates in important European markets, Australia, New Zealand and
Latin America and has expanded to promising markets in Asia.
He said the Company would seek to build market share domestically and
target selected markets in Europe, Latin America and Asia. The Company will
leverage its brand identity to support sales and marketing programs and, through
a new Waste Management Shared Services organization, manage its internal
business processes more effectively.
"The Company has an unmatched franchise," Mr. Rooney said. "We will
concentrate on improving our operations, training and developing our people and,
by offering customers the best quality service in our industry, generating
improved results. Our goal is to be the No. 1 or No. 2 company in the markets we
serve."
Return to Waste Management name
- -------------------------------
Mr. Rooney said that the Board had approved a proposal to re-name the
Company Waste Management, Inc. The proposal will be submitted to stockholders
for their approval at the Company's annual meeting on May 9. He said a return to
the Waste Management, Inc. name emphasizes the Company's strong commitment to
enhance shareholder value by concentrating solely on waste management services.
"The Waste Management, Inc. name is recognized globally and is synonymous
with our industry leadership," Mr. Rooney said. "Waste Management is a brand
name that states clearly our business focus and the services we offer. It
expresses as no other brand name can that we are the people to turn to for
comprehensive waste management services."
A focus on cash; new targets
- ----------------------------
The Company reiterated that increased generation of cash is fundamental to
its financial strategy.
"Our Company's operations represent a powerful engine to drive increased
generation of cash and greater shareholder value," Mr. Rooney said. "We intend
to generate increasing amounts of free cash by controlling costs, carefully
allocating capital and monetizing non-contributing assets. Capital will be
invested in our core business when it provides superior returns to our
shareholders. Excess capital will be returned to shareholders primarily through
share repurchases. Last May we set a goal of selling $1 billion of non-core and
underperforming assets. We have met that goal. We expect to generate $3 billion
in free cash after dividends over the next 24 months through a continuation of
our monetization efforts and from operations."
4
<PAGE>
The Company also said that its Board approved a reduced capital expenditure
budget for 1997 of $900 million, approximating depreciation and amortization.
Capital spending in 1996 was approximately $1.1 billion excluding acquisitions.
New monetization program
- ------------------------
The Company said that it intends to divest an additional $1.5 billion of
non-core assets and non-integrated businesses over the next 18 to 24 months. The
Company in 1996 sold its Rust International engineering and construction and
industrial scaffolding businesses and Wheelabrator Technologies' water process,
manufacturing and custom-engineered systems businesses, and Waste Management
International has entered into an agreement to sell its 19.5-percent interest in
Wessex Water plc.
The Company's new monetization program includes the following:
-- The sale by its Wheelabrator Technologies subsidiary of its
remaining water services business to U.S. Filter Corporation for
approximately $77 million.
-- The sale by its Rust International subsidiary of its remaining
domestic and international engineering and consulting businesses.
-- The sale of $400 million of non-integrated waste services
businesses in North America.
-- Reduced investment by the Company's Waste Management International
subsidiary in all or parts of businesses in France, Spain and
Austria by creating joint ventures or selling operations within
these countries.
-- The sale of additional non-core assets and non-contributing real
estate holdings.
Significant stock buyback program
- ---------------------------------
The Company expects to commence the $1-billion "Dutch Auction" tender offer
following the filing of its 1996 annual 10-K Report late in the first quarter.
The tender offer is part of an authorization to repurchase up to 50 million
shares of WMX stock, or 10 percent of outstanding shares, over the next 24
months.
WMX bought back 14.4 million shares in 1996 under a previously authorized
repurchase program and currently has approximately 483 million shares
outstanding.
5
<PAGE>
In addition, WMX said that its Wheelabrator Technologies Inc. subsidiary
has announced an increase in its common stock repurchase program to 30 million
shares, including a planned $350 million "Dutch Auction" tender offer for early
in the second quarter of 1997.
$300-million cost reduction program
- -----------------------------------
The Company expects to generate approximately $300 million in cumulative
savings over the next two to three years by containing administrative expenses,
flattening its organizational structure, sizing its work force to a smaller
asset base stemming from divestitures and realizing the value of a series of
process improvement initiatives. The savings will include a workforce reduction
now under way that will eliminate 1,200 positions in 1997, growing to 3,000
positions in the next two to three years. The reduction will be achieved
through a combination of attrition, early retirements, and staff reductions.
Including discontinued businesses, the Company's workforce of approximately
73,000 at the beginning of 1996 will have been reduced to fewer than 58,000
positions in 1997. The Company indicated that people dislocated in this process
will be offered a range of assistance and benefits, including severance,
extensions of health coverage and access to outplacement and career counseling
services.
The Company said it would consolidate its corporate and group support staff
in a new unit, Waste Management Shared Services, eliminating an organizational
layer. Its goal will be to provide cost-effective support to operations
personnel and to establish uniform processes, standards and best practices.
WMX adopts EVA/(R)/
- -------------------
Management also said that as part of its efforts to improve shareholder
value, the Company has adopted Economic Value Added, or EVA(R), as its primary
financial performance measurement. The Company said EVA(R) will guide and
incentivize its operations management across the Company to improve returns on
capital invested in their local businesses. It said that it had retained Stern
Stewart & Co., the developers of EVA(R), to support the Company's implementation
of its EVA(R) program.
Moreover, the Company said EVA/(R)/ will be a key part of WMX's management
incentive compensation program. This will hold managers more accountable for
their business investment decisions and reward them on how well they can convert
invested capital into greater profitability, cash flow, and shareholder value.
New Board member and management changes announced
- -------------------------------------------------
6
<PAGE>
WMX said that its Board had elected Paul M. Montrone a director of the
Company. Mr. Montrone, 55, has since 1991 been President, Chief Executive
Officer and a Director of Fisher Scientific International Inc., a manufacturer
of laboratory equipment and supplies. He is Chairman of the Board and principal
shareholder of General Chemical Group Inc., a producer of inorganic chemicals,
and Majestic Music Inc., a music production company.
"Mr. Montrone is a talented executive whose independent perspective,
experience and commitment to shareholder value will further strengthen the
Board," Mr. Rooney said.
Mr. Rooney also announced changes in the Company's senior management.
Joseph M. Holsten, 44, was elected Executive Vice President and Chief
Operating Officer of WMX. Mr. Holsten, who will report to Mr. Rooney, has
served as Chief Executive of Waste Management International plc since 1995. He
joined Waste Management, Inc. in 1981 and held a number of key executive
positions in finance and operations including the title of Executive Vice
President and Chief Financial Officer between 1993 and 1995. "With Joe Holsten
as COO, we will redouble our efforts to become a more efficient, more productive
waste management services company," Mr. Rooney said. "Customer focus and
service excellence will be key."
James E. Koenig, 49, was elected Executive Vice President of WMX and
President of Waste Management Shared Services, reporting to Mr. Rooney. Mr.
Koenig, formerly Senior Vice President and Chief Financial Officer, will have
overall responsibility for the Company's new staff and administrative support
organization and implementing uniform standards, business processes and best
practices on a companywide basis.
John D. Sanford, 43, was elected Senior Vice President and Chief Financial
Officer of WMX, also reporting to Mr. Rooney. He previously was Vice President
and Treasurer of WMX and Executive Vice President, Chief Financial Officer and
Treasurer of Wheelabrator Technologies. Mr. Sanford joined Wheelabrator in 1981
and was instrumental in the development, financing and implementation of its
waste-to-energy projects. He was Vice President and Chief Financial Officer of
Wheelabrator Environmental Systems Inc. from 1987 to 1993.
Fourth Quarter 1996 earnings results and future outlook
- -------------------------------------------------------
The Company also announced results for the fourth quarter and full year
1996.
For the quarter ended December 31, 1996, net income (loss) from continuing
operations was $(160) million, or $(.33) per share, versus $103 million, or $.21
per
7
<PAGE>
share, in the quarter in 1995. Revenue was $2.34 billion versus $2.25 billion in
the quarter a year earlier.
For the full year ended December 31, 1996, net income from continuing
operations was $478 million, or $.97 per share, versus $618 million, or $1.27
per share, in 1995. Revenue was $9.2 billion compared with $9.1 billion in
1995.
Results for all periods were impacted by special charges, and 1995 by costs
related to the early extinguishment of Liquid Yield Option Notes ("LYONs") put
to the Company by the holders. The following table reconciles reported earnings
to earnings excluding such items:
<TABLE>
<CAPTION>
Quarter Ended Year Ended
December 31 December 31
-------------- -----------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Reported earnings per share from
continuing operations $(0.33) $0.21 $0.97 $1.27
Special Charges --
Waste Management, Inc.,
and Chemical
Waste Management, Inc. 0.34 -- 0.34 0.19
Waste Management
International plc 0.44 0.23 0.44 0.23
Costs related to early
extinguishment of debt -- -- -- 0.01
-------------------- -------------
Earnings per share from continuing
operations excluding above items $ 0.45 $0.44 $1.75 $1.70
Income from operations of
discontinued businesses -- 0.02 0.03 0.10
-------------------- -------------
$ 0.45 $0.46 $1.78 $1.80
==================== =============
</TABLE>
In the fourth quarter of 1996, the Company's Waste Management International
plc subsidiary recognized a previously announced provision for loss and taxes
related to sale of its investment in Wessex Water plc, and a charge to revalue
its investments
8
<PAGE>
in France, Austria and Spain in contemplation of exiting all or part of these
markets. These charges reduced the Company's income by $0.18 and $0.26 per
share, respectively. Wholly owned subsidiaries Waste Management, Inc. and
Chemical Waste Management, Inc. recorded charges for restructuring their finance
and administrative functions and increasing reserves for certain litigation,
including the previously reported dispute involving the Emelle, Ala., hazardous
waste landfill, which will be appealed. These charges amounted to $0.34 per
share.
Also in the fourth quarter of 1996, the Company's Rust International Inc.
subsidiary began implementing plans to exit its remaining domestic and
international engineering and consulting businesses. Chemical Waste Management
is discontinuing its fuels business. These businesses, together with the water
process, manufacturing and custom engineered systems businesses previously sold
by Wheelabrator Technologies, and the industrial scaffolding and engineering and
construction businesses sold by Rust, are classified as discontinued operations
in the income statement. Revenues of these businesses were $257 million and
$1.13 billion, respectively, for the fourth quarter and full year 1996, versus
$295 million and $1.19 billion for the comparable 1995 periods. WMX recorded a
fourth quarter provision for loss of $360 million before tax and minority
interest in connection with the planned divestiture of the remaining
discontinued businesses.
The Company indicated that for 1997 it anticipates continued moderate
economic growth resulting in relatively low levels of volume and pricing growth.
It expects that improved performance will come primarily from additional
improvement in customer service and operations productivity, improving the
quality of its revenue mix as it exits non-integrated markets, and lowering its
overall cost of financial and administrative services through major process
improvement efforts. It indicated that additional costs will be incurred in 1997
in connection with its re-engineering projects, ranging from $0.08 to $0.10 per
share. As a result, it said it anticipated that earnings from continuing
operations would be about $1.75 per share in 1997. The Company further
indicated that it has established an earnings per share goal of about $2.05 per
share from continuing operations for 1998 as business improvement and cost
reduction programs take effect, subject to continuing moderate economic growth.
Except for historical data, the information in this press release
constitutes forward-looking statements. Forward-looking statements are
inherently uncertain and subject to risks and the statements should be viewed
with caution. Actual results or experience could differ materially from the
forward-looking statements as a result of many factors, including fluctuation in
recyclable commodity prices, adverse weather conditions, slowing of the overall
economy, increased interest costs arising from a change in the Company's
leverage, failure of the Company's restructuring plans to produce the cost
savings anticipated by the Company, inability to complete contemplated
dispositions of Company businesses and assets at anticipated prices and terms,
and the timing and cost of the Company's stock repurchases. 1997 and 1998
9
<PAGE>
earnings per share goals set forth above assume average outstanding shares for
1997 and 1998 of 460 million and 440 million, respectively.
EARNINGS TABLES TO FOLLOW
10
<PAGE>
WMX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
1995 * 1996
---- ----
<S> <C> <C>
REVENUE $2,252,580 $2,338,751
---------- ----------
Operating expenses $1,524,285 $1,596,801
Special charges 194,593 471,635
Goodwill amortization 17,967 31,405
Selling and administrative expenses 251,527 246,275
Interest expense 100,790 97,713
Interest income (7,390) (9,977)
Minority interest (15,910) (33,169)
Sundry income, net (22,038) (22,994)
---------- ----------
Income (loss) from continuing operations
before income taxes $ 208,756 $ (38,938)
Provision for income taxes 105,610 121,348
---------- ----------
Income (loss) from continuing operations $ 103,146 $ (160,286)
Discontinued operations:
Income from operations of
discontinued businesses, less
applicable income taxes and
minority interest of $13,433 in
1995 and $(2,898) in 1996 9,182 153
Provision for loss on disposal, less
applicable income tax benefit and
minority interest of $34,151 in 1995
and $58,792 in 1996 (62,649) (301,208)
---------- ----------
NET INCOME (LOSS) $ 49,679 $ (461,341)
---------- ----------
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 487,496 485,895
---------- ----------
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
Continuing operations $ 0.21 $ (0.33)
Discontinued operations -
Income from operations 0.02 --
Provision for loss (0.13) (0.62)
---------- ----------
NET INCOME (LOSS) $ 0.10 $ (0.95)
---------- ----------
</TABLE>
* Certain amounts have been restated to conform to 1996 classifications.
11
<PAGE>
WMX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
1995 * 1996
---- ----
<S> <C> <C>
REVENUE $9,053,018 $9,186,970
---------- ----------
Operating expenses $6,119,707 $6,251,918
Special charges 335,193 471,635
Goodwill amortization 101,152 120,910
Selling and administrative expenses 1,004,888 979,209
Interest expense 421,572 375,758
Interest income (36,883) (27,637)
Minority interest 81,938 57,587
Sundry income, net (76,462) (85,248)
---------- ----------
Income from continuing operations
before income taxes $1,101,913 $1,042,838
Provision for income taxes 483,670 565,047
---------- ----------
Income from continuing operations $ 618,243 $ 477,791
Discontinued operations:
Income from operations of
discontinued businesses, less
applicable income taxes and
minority interest of $60,835 in
1995 and $13,466 in 1996 48,305 15,502
Provision for loss on disposal, less
applicable income tax benefit and
minority interest of $34,151 in
1995 and $58,792 in 1996 (62,649) (301,208)
---------- ----------
NET INCOME $ 603,899 $ 192,085
---------- ----------
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 485,972 490,263
---------- ----------
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
Continuing operations $ 1.27 $ 0.97
Discontinued operations -
Income from operations 0.10 0.03
Provision for loss (0.13) (0.61)
---------- ----------
NET INCOME $ 1.24 $ 0.39
---------- ----------
</TABLE>
* Certain amounts have been restated to conform to 1996 classifications.
####
