SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20547
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 1, 1998
THE SERVICEMASTER COMPANY
(Exact name of registrant as specified in its certificate)
Commission File Number:
Delaware One ServiceMaster Way 36-3858106
Downers Grove, IL 60515
(State or other jurisdiction (Address of principal (I.R.S. Employer
of incorporation or organization) executive office) Identification No.)
Registrant's telephone number, including area code: (630) 271-1300
<PAGE>
Item 5. Other Events
Issuance of News Release Regarding Results of 1997 Operations and Execution of
Second Supplemental Indenture.
The ServiceMaster Company, a Delaware corporation (the "Company"), announced the
results of operations for 1997 through a news release dated January 27, 1998.
The Company's operations include the operations of its predecessor,
ServiceMaster Limited Partnership, a Delaware limited partnership, for the
period January 1, 1997 to December 26, 1997.
On January 1, 1998, the Company entered into a Second Supplemental Indenture
with Harris Trust and Savings Bank, an Illinois banking corporation, as Trustee
under the Indenture dated as of August 15, 1997 and the First Supplement thereto
also dated as of August 15, 1997 under which The ServiceMaster Company Limited
Partnership issued $100,000,000 aggregate principal amount of 6.95% Notes due
August 15, 2007 and $200,000,000 aggregate principal amount of 7.45% Notes due
August 15, 2027. The Second Supplemental Indenture takes into account and
provides for the substitution of the Company as the parent entity in the
ServiceMaster enterprise pursuant to the reincorporating merger effected on
December 26, 1997 and the mergers of ServiceMaster Limited Partnership and The
ServiceMaster Company Limited Partnership into the Company on January 1, 1998.
<PAGE>
Item 7. Financial Statements and Exhibits
Financial Statements:
1. Condensed Consolidated Balance Sheets of The
ServiceMaster Company at December 31, 1997 and 1996
(annexed to the News Release, Ex. 1).
2. Condensed Consolidated Statements of Cash Flows of
The ServiceMaster Company for the years ended
December 31, 1997 and 1996 (annexed to the News
Release, Ex. 1).
3. Consolidated Statements of Income of The
ServiceMaster Company for the three and twelve months
ended December 31, 1997 and December 31, 1996
(annexed to the News Release, Ex. 1).
Exhibits:
1. News Release dated January 27, 1998.
2. Second Supplemental Indenture between The
ServiceMaster Company and Harris Trust and Savings
Bank, an Illinois banking corporation, dated as of
January 1, 1998 and Supplemental to Indenture Dated
as of August 15, 1997 and First Supplemental
Indenture Dated as of August 15, 1997.
<PAGE>
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.
THE SERVICEMASTER COMPANY
(Registrant)
By: /s/ Vernon T. Squires
Sr. Vice President and General Counsel
Dated: February 25, 1998
Exh. 2
THE SERVICEMASTER COMPANY
(A Delaware Corporation)
as the New Parent Corporation
and
HARRIS TRUST AND SAVINGS BANK
as Trustee
---------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of January 1, 1998
Supplemental to
Indenture Dated as of August 15, 1997
and
First Supplemental Indenture Dated as of August 15, 1997
---------------
<PAGE>
SECOND SUPPLEMENTAL INDENTURE dated as of January 1, 1998 between The
ServiceMaster Company (which is a Delaware corporation and is hereinafter called
both the "New Parent Corporation") and Harris Trust and Savings Bank, an
Illinois banking corporation, as Trustee (hereinafter called the "Trustee").
WHEREAS: The ServiceMaster Company Limited Partnership (which was a
Delaware limited partnership and is herein called the "Predecessor Obligor"),
ServiceMaster Limited Partnership (which was a Delaware limited partnership and
is herein called the "Predecessor Guarantor") and the Trustee executed and
delivered an Indenture dated as of August 15, 1997 (hereinafter called the
"Original Indenture") providing for the issuance by the Predecessor Obligor from
time to time of its debentures, notes or other evidences of indebtedness in one
or more series (hereinafter called the "Securities") and the guarantee by the
Predecessor Guarantor of all Securities which may be issued under the Indenture.
WHEREAS: The Predecessor Obligor, the Predecessor Guarantor, and the
Trustee executed and delivered the First Supplement to the Original Indenture
(hereinafter called the "First Supplement") which was also dated as of August
15, 1997 and pursuant to which (i) the Predecessor Obligor issued under the
Original Indenture and the First Supplement $100,000,000 aggregate principal
amount of 6.95% Notes due August 15, 2007 (which is limited in aggregate
principal amount to $100,000,000 and the outstanding Notes in which are therein
and herein called the "2027 Notes"), (ii) the Predecessor Obligor issued under
the Original Indenture and the First Supplement a series of 7.45% Notes due
August 15, 2027 (which is limited in aggregate principal amount to $200,000,000
and the outstanding Notes in which are therein and herein called the "2027
Notes"), and (iii) the Predecessor Guarantor guaranteed the 2007 Notes and the
2027 Notes.
WHEREAS: No Securities other than the 2007 Notes and the 2027 Notes
have been issued under the Indenture.
WHEREAS: The Predecessor Obligor, the Predecessor Guarantor and the New
Parent Corporation have entered into an amendment and restatement dated as of
October 3, 1997 of a Merger and Reorganization Agreement (which as so amended
and restated is herein called the "Merger Agreement") and the New Parent
Corporation has executed and filed in Delaware a certificate (the "Merger
Certificate") to cause the occurrence of the merger specified in Part 2 of the
Merger Agreement (herein called the "Merger"). The Merger consummated 12:01 AM
Eastern Standard Time on January 1, 1998 and by operation of the Merger (i) the
Predecessor Obligor and the Predecessor Guarantor were merged into the New
Parent Corporation effective at that time and (ii) the New Parent Corporation
became responsible for and subject to all obligations of the Predecessor Obligor
and the Predecessor Guarantor under the Original Indenture, the First
Supplement, the 2007 Notes, the 2027 Notes and the Predecessor Guarantor's
Guarantees of the 2007 Notes and the 2027 Notes and (iii) the New Parent
Corporation became entitled to the rights of the Predecessor Obligor and the
Predecessor Guarantor under the instruments cited in clause (ii).
Page 1
<PAGE>
WHEREAS: The Merger is permitted under Article 6 of the Indenture. The
New Parent Corporation has executed this Second Supplemental Indenture to comply
with the requirements of Article 6 applicable to the Merger.
WHEREAS: All conditions and requirements necessary to make this Second
Supplemental Indenture a valid and binding instrument in accordance with its
terms and the terms of the Original Indenture have been satisfied.
NOW, THEREFORE:
SECTION 1. The New Parent Corporation hereby expressly assumes (i) all
of the obligations of the Predecessor Obligor and the Predecessor Guarantor on
the 2007 Notes, the 2027 Notes, the Original Indenture, and the First
Supplement, (ii) the primary obligation for the due and punctual performance and
observance of all of the covenants and conditions which the 2007 Notes, the 2027
Notes, the Original Indenture, and the First Supplement require to be performed
or observed by the Predecessor Obligor or the Predecessor Guarantor.
SECTION 2. The New Parent Corporation hereby warrants that: (i) every
statement made in every paragraph in this Second Supplemental Indenture in a
paragraph which begins "WHEREAS" is true; (ii) immediately after giving effect
to the Merger, no Default (as defined in the Original Indenture) has occurred;
(iii) all other preconditions provided for in the Original Indenture or the
First Supplemental Indenture relating to the Merger have been complied with; and
(iv) this Second Supplemental Indenture constitutes the legal, valid and binding
obligation of the New Parent Corporation enforceable against the New Parent
Corporation in accordance with its terms. The New Parent Corporation hereby
consents and agrees that the Trustee shall have the right to rely upon every
warranty and agreement made by the New Parent Corporation in this Second
Supplemental Indenture.
SECTION 3. The parties hereby agree that:
(a) From and after January 1, 1998, the term "Company" wherever it
appears in the Original Indenture, the First Supplement, the
2007 Notes or the 2027 Notes shall be deemed to refer to the
New Parent Corporation.
(b) The New Parent Corporation shall hereafter be entitled to all
rights which the Indenture or the First Supplement purport to
award to the entity designated "the Company" therein including
but not limited to the right to issue Securities thereunder in
the name of the Company on and after January 1, 1998.
(c) All provisions in the Indenture, the First Supplement, the
2007 Notes or the 2027 Notes which refer to the Guarantor or
to the Guarantees shall not apply on or after January 1, 1998
and after such date all such provisions shall be eliminated
for each such document.
Page 2
<PAGE>
SECTION 4. The parties hereby agree that nothing in this Second
Supplemental Indenture, expressed or implied, is intended or shall be construed
to confer upon or give to any person (other than the parties hereto, the holders
of the 2007 Notes and 2027 Notes and the holders of any other Securities at any
time issued under the Indenture) any right, remedy or claim under or by reason
of this Second Supplemental Indenture or any covenant, stipulation, promise or
agreement contained herein; all the covenants, stipulations, promises and
agreements contained herein being for the sole and exclusive benefit of the
parties hereto and their successors, and the holders from time to time of the
Securities.
SECTION 5. The Original Indenture, the First Supplemental Indenture,
the 2007 Notes and the 2027 Notes as amended by this Second Supplemental
Indenture are hereby in all respects ratified and confirmed. Every holder of
Securities heretofore or hereafter authenticated and delivered under the
Original Indenture shall be bound hereby and by the terms of the Original
Indenture and the First Supplemental Indenture as amended hereby.
SECTION 6. The Trustee, for itself and its successor or successors,
accepts the trust of the Original Indenture and the First Supplemental Indenture
as amended by this Second Supplemental Indenture, and agrees to perform the
same, but only upon the terms and conditions set forth in the Original Indenture
and First Supplemental Indenture, including the terms and provisions defining
and limiting the liabilities and responsibilities of the Trustee, which terms
and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Original
Indenture, and, without limiting the generality of the foregoing, the recitals
contained herein shall be taken as the statements of the New Parent Corporation
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Second
Supplemental Indenture other than as to the validity of its execution and
delivery by the Trustee.
SECTION 7. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same installment.
Page 3
<PAGE>
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.
The ServiceMaster Company
a Delaware corporation
as the New Parent Corporation
By: /s/ Vernon T. Squires
Name: Vernon T. Squires
Title: Sr. Vice President and
General Counsel
Harris Trust and Savings Bank,
as Trustee
By: /s/ J. Bartolini
Name: J. Bartolini
Title: Vice President
Page 4
<PAGE>
STATE OF ILLINOIS )
)
COUNTY OF DUPAGE )
BEFORE ME, the undersigned authority, on this 1st day of January, 1998
personally appeared Vernon T. Squires, General Counsel of The ServiceMaster
Company, a Delaware corporation (the "New Parent Corporation"), known to me (or
proved to me by introduction upon the oath of a person known to me) to be the
person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she executed the same as the act of the New Parent
Corporation for the purposes and consideration herein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL THIS 1st DAY OF JANUARY 1998
/s/ Latressa G. Stahlberg
NOTARY PUBLIC, STATE OF ILLINOIS
Print Name: Latressa G. Stahlberg
Commission Expires: 6/2/2000
STATE OF ILLINOIS )
)
COUNTY OF COOK )
BEFORE ME, the undersigned authority, on this 1st day of January 1998,
personally appeared J. Bartolini, Vice President of Harris Trust and Savings
Bank, an Illinois banking corporation, known to me (or proved to me by
introduction upon the oath of a person known to me) to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he/she executed the same as the act of Harris Trust and Savings Bank for
the purposes and consideration herein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL THIS 1st DAY OF JANUARY 1998
/s/ T. Muzquiz
NOTARY PUBLIC, STATE OF ILLINOIS
Print Name: T. Muzquiz
Commission Expires: 8-13-2001
Page 5
Exh. 1
FOR IMMEDIATE RELEASE
January 27, 1998
SERVICEMASTER ACHIEVES 20 PERCENT EPS GROWTH
AND 27TH CONSECUTIVE YEAR OF REVENUE AND PROFIT
GROWTH
DOWNERS GROVE, Illinois -- ServiceMaster (NYSE:SVM) today reported its 27th
consecutive year of growth in revenue and profits. Customer level revenue was up
13 percent to $5.6 billion. Earned revenue increased 15 percent to $4 billion,
reflecting growth from base operations and acquisitions. Basic and diluted
earnings per share (EPS) before a one-time gain relating to the ServiceMaster
reincorporation were $1.39 and $1.33, respectively, which represent increases of
20 percent and 19 percent over the prior year, respectively. Net income on this
basis was $264 million. For the fourth quarter, basic EPS was up 20 percent to
$.36 and diluted EPS increased 17 percent to $.34, compared with 1996.
On December 26, 1997, ServiceMaster converted from a publicly traded partnership
to a corporation, making it subject to corporate income tax in future years.
Assuming the Company was a tax-paying entity, proforma basic and diluted EPS
before the impact of a one-time gain were $.86 and $.82, up 21 and 19 percent,
respectively. The proforma quarterly results on this basis included basic and
diluted EPS of $.22 and $.21, up 16 and 17 percent.
Upon reincorporation, the Company recognized a significant increase in the tax
basis of its assets, resulting in future cash tax savings exceeding $25 million
per year for the next 15 years. ServiceMaster also recorded a $65 million gain,
which represents the difference between the tax basis and book value of its
assets. Actual reported net income for the full year, including the effect of
the gain, was $329 million, resulting in basic and diluted EPS of $1.73 and
$1.66.
Revenue for the quarter and twelve months reflects ServiceMaster Employer
Services, which the Company formed through an acquisition of a professional
employer organization in August. This had a significant impact on revenues, but
did not contribute materially to profits. While reported operating margins were
8.7 percent, operating margins excluding ServiceMaster Employer Services
increased 50 basis points to 9 percent for the year, reflecting continued
economies of scale in Consumer Services and more rapid growth in the Company's
higher margin businesses. Results also reflect the April 1997 repurchase by
ServiceMaster of Waste Management's 19 percent ownership interest (40.7 million
shares on a post-split basis) in ServiceMaster. This transaction increased
interest expense and reduced shares outstanding.
Cash from operations grew 9 percent to $372 million, exceeding reported net
income, prior to the one-time gain, by 41 percent or $108 million. This
exceptional cash flow was supported by the Company's low capital expenditures
and working capital needs and its high level of non-cash expenses.
Page 1
<PAGE>
"We are pleased with our excellent 1997 performance, which is the result of more
than 200,000 dedicated associates successfully identifying and exceeding
customer expectations. Thanks to them, and to the strong network of services we
have built, we enter 1998 with exciting growth opportunities," said
ServiceMaster President and Chief Executive Officer Carlos H. Cantu. "1997
marked the 50th anniversary of the formation of ServiceMaster and another year
of delivering outstanding value to our shareholders, customers and associates.
In 1997, ServiceMaster shareholders received a total return on their investment
significantly in excess of market averages and they have enjoyed an average
compounded total return exceeding 24 percent over the last 20 years."
ServiceMaster Consumer Services achieved another year of strong double-digit
growth, posting revenues of $1.5 billion, up 15 percent over 1996, and proforma
profits of $126 million, up 22 percent. TruGreen-ChemLawn reported excellent
revenues and profits, with an increased customer base, solid sales of ancillary
services and successful integration of acquisitions and new business lines.
Terminix posted growth in both revenues and profits, resulting from increased
customer retention and growth in both termite completions and pest control.
American Home Shield achieved very strong revenue and profit growth with
excellent performance and momentum in all aspects of the business. The Company's
franchise operations also reported revenue and profit growth.
ServiceMaster Management Services posted its first year with annual revenues in
excess of $2 billion, representing a 7 percent increase over 1996 levels. This
growth reflects the acquisition of Premier and an increase in Healthcare.
Proforma profits of $55 million were consistent with 1996 levels. Healthcare
achieved solid revenue growth. Strong performance in Integrated Service and
growth in the Company's services to the long-term care sector were partially
offset by slower sales in the acute care sector. Profits in Healthcare were
unchanged from 1996. Education reported lower revenues and profits, resulting
from the loss of a major account. Education revenues and profits increased
excluding the impact of this termination. The Business & Industry Group achieved
double-digit growth in revenues and profits, reflecting the Premier acquisition,
solid performance in ongoing businesses, and increases in the aviation market.
ServiceMaster serves more than 9 million customers in the United States and in
35 countries around the world, with annual customer level revenue of $5.6
billion. ServiceMaster is a network of quality service companies with two major
operating segments, ServiceMaster Consumer Services and ServiceMaster Management
Services.
ServiceMaster Consumer Services now includes eight market- leading companies--
TruGreen-ChemLawn, Terminix, American Home Shield, Rescue Rooter, ServiceMaster
Residential and Commercial Services, Merry Maids, AmeriSpec and Furniture Medic-
- - - which operate through the ServiceMaster Quality Service Network of over 5,800
U.S. company-owned locations and franchised businesses.
Page 2
<PAGE>
ServiceMaster Management Services is the leading facilities management company
serving health care, education, and business and industrial facilities with
management of plant operations and maintenance, housekeeping, clinical equipment
maintenance, food service, laundry, grounds and energy. This segment includes
ServiceMaster Diversified Health Services, which provides development and
management services for subacute, rehabilitation, home health, long-term care,
senior living and pharmacy programs.
In accordance with the Private Securities Litigation Reform Act of 1995, the
Company notes that statements that look forward in time, which include
everything other than historical information, involve risks and uncertainties
that may affect the Company's actual results of operations. Factors which could
cause actual results to differ materially include the following (among others):
weather conditions adverse to certain of the Company's Consumer Services
businesses, the entry of additional competitors in any of the markets served by
the Company, labor shortages, consolidation of hospitals in the healthcare
market, the condition of the U.S. economy, and other factors listed from time to
time in the Company's filings with the Securities and Exchange Commission.
Page 3
<PAGE>
THE SERVICEMASTER COMPANY
Consolidated Statements of Income
(In thousands, except per share data)
Three Months Ended Twelve Months Ended
Dec. 31, Dec. 31,
1997 1996 1997 1996
---------- --------- ---------- ----------
Operating Revenue $1,043,458 $ 873,871 $3,961,502 $3,458,328
Operating Costs and Expenses:
Cost of services rendered
and products sold 814,816 679,299 3,058,160 2,681,008
Selling and administra-
tive expenses 139,761 114,632 559,409 482,102
---------- --------- ---------- ----------
Total operating costs
and expenses 954,577 793,931 3,617,569 3,163,110
---------- --------- ---------- ----------
Operating Income 88,881 79,940 343,933 295,218
Non-operating Expense (Income):
Interest expense 22,689 9,640 76,447 38,298
Interest and
investment income (3,895) (2,718) (14,304) (10,183)
Minority interest 1,315 6,485 7,511 14,706
---------- --------- ---------- ----------
Income before
Income Taxes 68,772 66,533 274,279 252,397
Provision for
income taxes (1) 3,022 1,970 10,203 7,257
Tax benefit relating to
change in tax status 65,000 - 65,000 -
---------- --------- ---------- ----------
Net Income $ 130,750 $ 64,563 $ 329,076 $ 245,140
---------- --------- ---------- ----------
Proforma Information:
- - ------------------------
Income before
Income Taxes 68,772 66,533 274,279 252,397
Corporate provision
for income taxes (1) 27,784 26,880 110,809 101,968
---------- --------- ---------- ----------
Net Income $ 40,988 $ 39,653 $ 163,470 $ 150,429
---------- --------- ---------- ----------
Per share (1 and 2):
Basic $0.22 $0.19 $0.86 $0.71
Diluted $0.21 $0.18 $0.82 $0.69
Cash Distributions
Per Share $0.12 $0.11 $0.47 $0.44
========== ========= ========== ==========
Price Range Per Share:
High Price $29.25 $17.75 $29.50 $17.75
Low Price $21.00 $15.83 $16.38 $12.92
- - ----------------------------------------------------------------------
Page 4
<PAGE>
Notes:
1. The Company converted from partnership to corporate form in a tax-free
exchange for shareholders on December 26, 1997. Prior to the conversion, the
Partnership was not subject to federal and state income taxes, its taxable
income was allocated to the Company's shareholders. As a result of the
conversion, the Company is a taxable entity and is responsible for such
payments. Proforma information is presented to compare the continuing results
of operations as if the Company was a taxable corporation in 1997 and 1996.
The proforma provision for income taxes has been calculated assuming that the
Company's effective tax rate was approximately 40% of pretax earnings. The
Company's historical net income per share as a Partnership was as follows:
Twelve months ended December 31,
----------------------------------
Before one-time tax benefit Actual
--------------------------- ------
1997 1996 1997 1996
---- ---- ---- ----
Basic $1.39 $1.16 $1.73 $1.16
Diluted 1.33 1.12 1.66 1.12
2. The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" which requires the dual presentation of basic and
diluted earnings per share. Basic earnings per share replaces the previously
required presentation of primary earnings per share. All share and per share
data reflect the three-for-two share splits in June 1997 and June 1996.
Page 5
<PAGE>
THE SERVICEMASTER COMPANY
Condensed Consolidated Balance Sheets
(In thousands)
As Of
Dec. 31, Dec. 31,
Assets 1997 1996
---------- ----------
Current Assets:
Cash and marketable securities, including
cash and cash equivalents
of $64,876 and $72,009, respectively $ 124,124 $ 114,413
Receivables, net of allowances 299,138 270,401
Inventories and other current assets 170,822 114,520
---------- ----------
Total current assets 594,084 499,334
---------- ----------
Intangible assets, primarily trade names and
goodwill, net of accumulated amortization 1,563,309 1,098,466
Property and equipment, net of accum. deprec. 158,270 146,400
Notes receivable, l-t securities, and other 159,561 102,641
---------- ----------
Total assets $2,475,224 $1,846,841
========== ==========
Liabilities and Equity
Current liabilities $ 558,177 $ 425,552
Long-term debt 1,247,845 482,315
Other long-term obligations 144,764 125,299
Minority interest - 16,908
Shareholders' equity 524,438 796,767
---------- ----------
Total liab. and shareholders' equity $2,475,224 $1,846,841
========== ==========
Page 6
<PAGE>
Condensed Consolidated Statements of Cash Flows
(In thousands) Twelve Months Ended
December 31,
1997 1996
---------- ----------
Cash and Cash Equivalents at January 1 $ 72,009 $ 23,113
Cash Flows from Operations:
Net Income 329,076 245,140
Adjustments to reconcile net income to net
cash flows from operations:
Depreciation 45,392 41,658
Amortization 47,670 37,348
Deferred tax asset recorded upon
reincorporation (65,000) -
Change in working capital, net of acquisitions 14,470 9,294
Minority interest and other, net 281 7,946
---------- ----------
Net Cash Provided from Operations 371,889 341,386
---------- ----------
Property additions (46,232) (42,952)
---------- ----------
Free Operating Cash Flows 325,657 298,434
---------- ----------
Cash Flows from Investing Activities:
Business acquisitions, net of cash acquired (233,689) (58,473)
Net purchases of investment securities (16,753) (20,075)
Payments to sellers of acquired businesses (4,723) (3,742)
Sale of equipment and other assets 4,134 2,664
Notes receivable and financial investments (3,593) 3,304
Proceeds from sale of businesses - 4,526
---------- ----------
Net Cash Used for Investing Activities (254,624) (71,796)
---------- ----------
Cash Flows from Financing Activities:
Borrowings, net 888,528 123,732
Payment of borrowings and other obligations (160,155) (82,857)
Purchase of ServiceMaster shares (657,191) (76,556)
Distributions to shareholders
and shareholders' trust (155,883) (146,520)
Proceeds from employee share option plans 6,526 6,835
Distributions to holders of minority interests (542) (3,074)
Other 551 698
---------- ----------
Net Cash Used for Financing Activities (78,166) (177,742)
---------- ----------
Cash Increase (Decrease) during the Period (7,133) 48,896
---------- ----------
Cash and Cash Equivalents at December 31 $ 64,876 $ 72,009
========== ==========
Page 7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS APPEARING IN EXHIBIT 1 TO THIS FORM 8-K AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-1-1997
<PERIOD-END> Dec-31-1997
<CASH> 64,876
<SECURITIES> 59,248
<RECEIVABLES> 299,138
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 594,084
<PP&E> 158,270
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,475,224
<CURRENT-LIABILITIES> 558,177
<BONDS> 1,247,845
0
0
<COMMON> 0
<OTHER-SE> 524,438
<TOTAL-LIABILITY-AND-EQUITY> 2,475,224
<SALES> 0
<TOTAL-REVENUES> 3,961,502
<CGS> 0
<TOTAL-COSTS> 3,058,160
<OTHER-EXPENSES> 559,409
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76,447
<INCOME-PRETAX> 274,279
<INCOME-TAX> (54,797)
<INCOME-CONTINUING> 329,076
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 329,076
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.66
</TABLE>
