<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JULY 20, 1999
INSILCO HOLDING CO.
(Exact Name of Registrant as specified in its charter)
Delaware 0-24813 06-1158291
-------- ------- ----------
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification Number)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
1
<PAGE> 2
The undersigned registrant hereby amends Item 7 of its Current Report
on Form 8-K filed with the Commission on July 20, 1999 as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
-----------------------------------------
Immediately following the signature page of this form 8-K/A are the
audited Balance Sheet of Thermal Transfer Products, Ltd. for the
period ended June 30, 1999, and the related audited Statement of
Operations and Cash Flows for the nine months ended June 30, 1999.
(b) Pro Forma financial Information
-------------------------------
Immediately following the Thermal Transfer Products, LTD., Financial
Statements of this Form 8-K/A are the unaudited Pro Forma Balance
Sheet at June 30, 1999, and the unaudited Statement of Operations for
the twelve month period ended December 31, 1998 and the six month
period ended June 30, 1999.
(c) Exhibits.
Exhibit No. Description
23 (a) Consent of KPMG LLP.
2
<PAGE> 3
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.
INSILCO HOLDING CO.
-------------------------------
Registrant
Date: October 4, 1999 By: /s/ Michael R. Elia
-------------------------------
Michael R. Elia
Senior Vice President and Chief
Financial Officer
3
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EXHIBIT INDEX
Exhibit No. Description
23 (a) Consent of KPMG LLP.
4
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THERMAL TRANSFER PRODUCTS, LTD.
Financial Statements
June 30, 1999
(With Independent Auditors' Report Thereon)
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Thermal Transfer Products, Ltd.:
We have audited the accompanying balance sheet of Thermal Transfer Products,
Ltd. ("the Company") as of June 30, 1999 and the related statements of income,
stockholders' equity and cash flows for the nine months then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Thermal Transfer Products, Ltd.
as of June 30, 1999, and the results of its operations and its cash flows for
the nine months then ended in conformity with generally accepted accounting
principles.
KPMG LLP
September 3, 1999
<PAGE> 7
<TABLE>
THERMAL TRANSFER PRODUCTS, LTD.
Balance Sheet
June 30, 1999
<CAPTION>
1999
-----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents, including cash equivalents of $2,740,398 $ 3,639,335
Trade receivables, less allowance for doubtful accounts and other reserves of $110,324 3,476,397
Inventories 4,741,726
Income tax receivable 473,953
Deferred income taxes 350,637
Prepaid expenses 22,297
-----------
Total current assets 12,704,345
-----------
Property, plant and equipment:
Land 264,088
Buildings 4,499,858
Machinery and equipment 4,499,670
Office equipment 376,394
Furniture and fixtures 233,068
Autos 100,101
-----------
9,973,179
Less accumulated depreciation 4,560,180
-----------
Net property, plant and equipment 5,412,999
-----------
$18,117,344
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,167,680
Accrued expenses 949,874
-----------
Total current liabilities 2,117,554
Deferred income taxes 363,220
-----------
Total liabilities 2,480,774
-----------
Stockholders' equity:
Common stock, no par value; 48,000 shares authorized (8,000 voting and
40,000 non-voting); 29,662 shares issued and outstanding (3,217 voting
and 26,445 non-voting) 27,541
Retained earnings 15,609,029
-----------
Total stockholders' equity 15,636,570
Contingencies
-----------
$18,117,344
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
<TABLE>
THERMAL TRANSFER PRODUCTS, LTD.
Statement of Income
For the nine months ended June 30, 1999
<CAPTION>
1999
-----------
<S> <C>
Sales $18,818,789
Cost of sales 15,468,928
Depreciation 507,068
Selling, general and administrative expenses 2,073,122
-----------
Operating income 769,671
-----------
Other income:
Interest income 90,647
Other, net 6,408
-----------
Total other income 97,055
-----------
Income before income taxes 866,726
Income taxes 416,721
-----------
Net income $ 450,005
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
<TABLE>
THERMAL TRANSFER PRODUCTS, LTD.
Statement of Stockholders' Equity
Nine months ended June 30, 1999
<CAPTION>
TOTAL
COMMON TREASURY RETAINED STOCKHOLDERS'
STOCK STOCK EARNINGS EQUITY
-------- -------- ---------- -------------
<S> <C> <C> <C> <C>
Balances at October 1, 1998 $ 41,130 (8,239) 15,212,416 15,245,307
Dividends paid -- -- (53,392) (53,392)
Treasury stock purchased -- (5,350) -- (5,350)
Retirement of treasury stock (13,589) 13,589 -- --
Net income -- -- 450,005 450,005
-------- ------- ----------- -----------
Balances at June 30, 1999 $ 27,541 -- 15,609,029 15,636,570
======== ======= =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 10
<TABLE>
THERMAL TRANSFER PRODUCTS, LTD.
Statement of Cash Flows
Nine months ended June 30, 1999
<CAPTION>
1999
----------
<S> <C>
Cash flows from operating activities:
Net income $ 450,005
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 507,068
Deferred income taxes 192,869
Changes in assets and liabilities:
Trade receivables 464,982
Inventories 263,277
Income tax receivable (116,550)
Prepaid expenses (10,703)
Accounts payable (97,482)
Accrued expenses 30,047
----------
Net cash provided by operating activities 1,683,513
----------
Cash flows from investing activities:
Expenditures on property, plant and equipment (277,241)
----------
Cash flows from financing activities:
Dividends paid (53,392)
Purchase of treasury stock (5,350)
----------
Net cash used in financing activities (58,742)
----------
Net increase in cash 1,347,530
Cash and cash equivalents at beginning of year 2,291,805
----------
Cash and cash equivalents at end of year $3,639,335
==========
Supplemental disclosure of cash flow information -
Income taxes paid $ 340,402
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 11
THERMAL TRANSFER PRODUCTS, LTD.
Notes to Financial Statements
June 30, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) ORGANIZATION
Thermal Transfer Products, Ltd. ("the Company") is a privately owned
company established in 1969. The Company designs, manufactures and
markets air and oil cooling products for various industrial customers
as well as original equipment manufacturers. The Company operates in
one business segment, thermal transfer products.
(b) CASH EQUIVALENTS
Cash equivalents include time deposits and highly liquid investments
with original maturities of three months or less.
(c) INVENTORIES
Inventories are valued at lower of cost or market. Cost is determined
on the first-in, first-out cost method.
(d) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation of
plant and equipment is calculated on the straight-line method over the
assets' estimated useful lives. The useful lives are as follows:
Buildings 20 to 25 years
Machinery and equipment 7 to 9 years
Office equipment 3 to 5 years
Furniture and fixtures 5 years
Autos 5 years
(e) INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are determined based upon
differences between the financial reporting and tax basis of assets
and liabilities and are measured by applying enacted tax rates and
laws to taxable years in which such differences are expected to
reverse.
(f) ENVIRONMENTAL EXPENDITURES
The Company accrues for environmental expenditures resulting from
existing conditions that relate to past operations when the costs are
probable and reasonably estimable.
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THERMAL TRANSFER PRODUCTS, LTD.
Notes to Financial Statements
June 30, 1999
(g) ESTIMATES
In conformity with generally accepted accounting principles, the
preparation of the financial statements requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and therefore actual results may ultimately
differ from those estimates. Significant estimates made by management
include the adequacy of accounts receivable and inventory valuation
allowances, and the realizability of the deferred tax assets.
(h) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED
OF
Long-lived assets and certain identifiable intangibles are reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the fair
value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(2) INVENTORIES
Inventories consisted of the following at June 30:
<TABLE>
<S> <C>
Raw materials $2,092,300
Work-in-process 2,017,566
Finished goods 631,860
----------
$4,741,726
==========
</TABLE>
(3) INCOME TAXES
Income tax expense consists of the following for the nine months ended June
30:
<TABLE>
<S> <C>
Current federal $178,755
Current state 45,097
Deferred federal 167,224
Deferred state 25,645
--------
$416,721
========
</TABLE>
7
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THERMAL TRANSFER PRODUCTS, LTD.
Notes to Financial Statements
June 30, 1999
The difference between income tax expense computed by applying the
statutory federal income tax rate of 34% and income tax expense in the
financial statements is:
<TABLE>
<S> <C>
Computed "expected" tax expense $294,687
Acquisition legal fees not deductible for tax purposes 63,370
State income taxes, net of federal income taxes 55,408
Other 3,256
--------
$416,721
========
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
June 30, 1999 are presented below:
<TABLE>
<S> <C>
Deferred tax assets:
Accrued expenses for financial reporting purposes $ 226,387
Inventories, principally due to additional costs
inventoried for tax purposes 89,731
Trade receivables, principally due to the allowance for
doubtful accounts 43,262
---------
Total gross deferred tax assets 359,380
Deferred tax liabilities:
Property, plant and equipment, primarily due to
differences in depreciation (363,220)
Other (8,743)
---------
Net deferred tax liability $ (12,583)
=========
</TABLE>
The Company believes the existing net deductible temporary differences
will reverse during periods in which the Company generates net taxable
earnings, or in periods in which a carryback is available. The Company
has considered the above factors in concluding that it is more likely
than not that the Company will realize the benefits of existing
deferred tax assets. There can be no assurance, however, that the
Company will generate any specific level of continuing earnings.
9
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THERMAL TRANSFER PRODUCTS, LTD.
Notes to Financial Statements
June 30, 1999
(4) ACCRUED EXPENSES
Accrued expenses consist of the following at June 30:
<TABLE>
<S> <C>
Payroll $283,240
Vacation 172,646
Environmental 162,000
Sick pay 137,166
Other 194,822
--------
$949,874
========
</TABLE>
(5) CONTINGENCIES
The Company has voluntarily taken action, pursuant to federal and state
environmental laws and regulations, to correct the effects on the
environment of prior releases of chemical substances at the Racine,
Wisconsin facility. At June 30, 1999, the Company accrued $162,000 for
certain environmental investigation and potential remediation activities
which in management's opinion was appropriate based on existing facts and
circumstances. Under adverse changes in circumstances, the potential
liability may exceed the amount accrued, however, management does not
anticipate such changes would have a material adverse effect on the
Company's financial position or results of operations.
The Company is also implicated in various claims and legal actions arising
in the ordinary course of business. In the opinion of management, the
ultimate disposition of the matters will not have a material adverse effect
on the Company's financial position or results of operations.
(6) SUBSEQUENT EVENT
On July 20, 1999, all of the common stock of the Company was acquired by
Insilco Corporation.
9
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Insilco Holding Co.
Unaudited Pro Forma Consolidated Financial Data
On July 20, 1999, Insilco Holding Co. ("the Company") through its wholly owned
subsidiary Insilco Corporation ("Insilco"), executed a definitive merger
agreement with Racine, Wisconsin-based Thermal Transfer Products, Ltd. whereby
Thermal Transfer Acquisition Corporation, a newly created wholly owned
subsidiary of Insilco Corporation, was merged with Thermal Transfer Products.
The surviving entity, Thermal Transfer Products Ltd, is a wholly owned
subsidiary of Insilco Corporation and is a leading manufacturer of industrial
oil coolers and other heat exchanger products. The gross purchase price paid by
Insilco Holding Company was $26.5 million. The purchase price net of cash
acquired and including estimated costs incurred directly related to the
transaction was $23.1 million and has been preliminarily allocated to working
capital, and property, plant and equipment resulting in an excess purchase price
over net identifiable assets of $8.0 million. The funding for the merger came
from Insilco Corporation's credit facilities.
Since the acquisition, management has taken several steps to automate and
integrate the operations of Thermal Transfer Products into Insilco's Thermal
Components Group. These steps have eliminated approximately 9 hourly clerical
positions and are expected to save approximately $0.2 million annually. The
Company also expects to be able to provide insurance coverage under its existing
insurance policies at a cost that is approximately $0.4 million less than
Thermal Transfer Product's historical costs. These items are not included in the
Company's pro forma adjustments.
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet presents
the pro forma financial position of the Insilco Holding Co. as if the
acquisition of Thermal Transfer Products had occurred on June 30, 1999. The
following Unaudited Pro Forma Condensed Statements of Operations for the fiscal
year ended December 31, 1998 and the six months ended June 30, 1999 present the
results of operations of Insilco Holding Co. as if the acquisition had occurred
at the beginning of these periods. These statements have been prepared by
Insilco Holding Co. management and are not necessarily indicative of Insilco
Holding Co.'s financial position or results of operations had the acquisition
actually occurred on the assumed date, nor are they necessarily indicative of
Insilco Holding Co.'s financial position or results of operations for any future
period. In the opinion of management, all necessary adjustments have been made
to fairly present this pro forma information.
The allocation of the aggregate purchase price for the acquisition, together
with the liabilities assumed pursuant thereto, to the net assets acquired has
been based on management's preliminary estimates, based on a preliminary
appraisal of the fair value of such assets and liabilities. Adjustments to the
asset values and liabilities in the final allocation may differ from these
estimates, which could impact future earnings. Management believes that such
adjustments will not have a material impact on the pro forma financial
statements.
Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made
1
<PAGE> 16
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
involve risks and uncertainties including without limitation the following: (i)
the Company's plans, strategies, objectives, expectations and intentions are
subject to change at any time at the discretion of the Company; (ii) the
Company's plans and results of operations will be affected by the Company's
ability to integrate the acquisition; (iii) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.
2
<PAGE> 17
<TABLE>
INSILCO HOLDING CO AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 1999
(In thousands)
<CAPTION>
Thermal Pro
Transfer Forma
Historical Products, LTD. Adjustments Pro Forma
---------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 10,164 3,639 -- 13,803
Trade receivables, net 93,018 3,476 -- 96,494
Other receivables 6,219 474 -- 6,693
Inventories 65,452 4,742 114 a) 70,308
Prepaid expenses and other 10,687 373 -- 11,060
--------- ------- -------- ---------
Total current assets 185,540 12,704 114 198,358
Property, plant and equipment 123,671 5,413 3,216 b) 132,300
Other assets 51,912 -- 7,969 c) 59,881
--------- ------- -------- ---------
Total assets $ 361,123 18,117 11,299 390,539
========= ======= ======== =========
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Current portion of long-term debt $ 1,264 -- -- 1,264
Accounts payable 37,344 1,168 -- 38,512
Customer deposits 16,190 -- -- 16,190
Accrued expenses and other 56,913 950 435 d) 58,298
--------- ------- -------- ---------
Total current liabilities 111,711 2,118 435 114,264
Long-term debt 411,855 -- 26,500 e) 438,355
Other long-term obligations 46,047 363 -- 46,410
--------- ------- -------- ---------
Total liabilities 569,613 2,481 26,935 599,029
PIK Preferred Stock 36,993 -- 36,993
Stockholders' equity (deficit) (245,483) 15,636 (15,636)f) (245,483)
--------- ------- -------- ---------
Total liabilities and stockholders' equity
(deficit) $ 361,123 18,117 11,299 390,539
========= ======= ======== =========
</TABLE>
a) To reflect the step-up of inventory to market value.
b) To reflect the step-up in property, plant & equipment to fair value based
on appraised values.
c) To reflect the excess of acquisition cost over the estimated fair value of
the net assets acquired (goodwill).
d) To reflect the accrual of costs related to the acquisition.
e) To reflect borrowings from Insilco's credit facility to finance the
acquisition.
f) To reflect the write off of equity accounts of the acquired company.
3
<PAGE> 18
<TABLE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Income Statement
For the Year Ended December 31, 1998
(In thousands, except per share data)
<CAPTION>
Thermal Pro
Transfer Forma
Historical Products, LTD. Adjustments Pro Forma
---------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $535,629 27,792 -- 563,421
Cost of goods sold 383,269 22,916 114 a) 406,299
Depreciation and amortization 20,159 710 857 b) 21,726
Selling, general and administrative 94,030 2,989 (475)c) 96,544
Merger fees 25,529 -- -- 25,529
-------- ------- ------ -------
Operating income 12,642 1,177 (496) 13,323
Interest (expense)income, net (31,915) 89 (1,989)d) (33,815)
Other income, net 5,877 18 -- 5,895
-------- ------- ------ -------
Income (loss) from continuing
operations before income
taxes (13,396) 1,284 (2,485) (14,597)
Income tax (expense)benefit 1,253 (514) 895 e) 1,634
-------- ------- ------ -------
Income (loss) from continuing operations (12,143) 770 (1,590) (12,963)
Preferred stock dividend (2,044) -- -- (2,044)
-------- ------- ------ -------
Net income (loss) available to common $(14,187) $770 (1,590) (15,007)
======== ======= ====== =======
Basic earnings per share $ (4.49) (4.75)
======== =======
Average outstanding shares of common stock 3,161 3,161
Dilutive earnings per share $ (4.49) (4.75)
======== =======
Common stock and common stock equivalents 3,161 3,161
</TABLE>
a) To reflect the write-off of the market value step-up in inventory.
b) To reflect the increase in depreciation and amortization due to 1) the
amortization of goodwill on a straight-line basis over 20 years, and 2)
additional straight-line depreciation relating to the step-up of property,
plant and equipment, which is being depreciated over periods of 3 to 25
years.
c) To reflect the elimination of the net excess cost of the former owners
salaries ($681,000) less the salaries of management replacements
($206,000).
d) To reflect the increase in interest expense resulting from the borrowings
under Insilco's credit facility to finance the acquisition. Interest is
calculated based on the new debt of $26.5 million less the cash acquired of
$3.9 million using an assumed interest rate of 8.8 percent. A change of 1/8
percent in the interest rate would result in a change in interest expense
and net income of $28,250 and $23,448 before and after taxes, respectively.
e) To reflect the tax effect of the pro forma adjustments at a statutory rate,
34 percent for federal and 2 percent for state.
4
<PAGE> 19
<TABLE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Income Statement
For the Six Month Period Ended June 30, 1999
(In thousands, except per share data)
<CAPTION>
Thermal Pro
Transfer Forma
Historical Products, LTD. Adjustments Pro Forma
---------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $305,336 12,477 -- 317,813
Cost of goods sold 219,922 10,271 114 a) 230,307
Depreciation and amortization 11,785 356 429 b) 12,570
Selling, general and administrative 54,459 1,382 (420)c) 55,421
Restructuring Charge 5,515 -- 5,515
-------- ------ ------ -------
Operating income 13,655 468 (123) 14,000
Interest (expense)income, net (23,308) 61 (994)d) (24,241)
Other income, net 2,201 4 -- 2,205
-------- ------ ------ -------
Income (loss) from continuing
operations before income
taxes (7,452) 533 (1,117) (8,036)
Income tax (expense)benefit 1,335 (256) 402 e) 1,481
-------- ------ ------ -------
Income (loss) from continuing operations (6,117) 277 (715) (6,555)
Preferred stock dividend (2,900) -- -- (2,900)
-------- ------ ------ -------
Net income (loss) available to common $ (9,017) 277 (715) (9,455)
======== ====== ====== ========
Basic earnings per share $ (5.51) (5.78)
======== ========
Average outstanding shares of common stock 1,637 1,637
Dilutive earnings per share $ (5.51) (5.78)
======== ========
Common stock and common stock equivalents 1,637 1,637
</TABLE>
a) To reflect the write-off of the market value step-up in inventory.
b) To reflect the increase in depreciation and amortization due to 1) the
amortization of goodwill on a straight-line basis over 20 years, and 2)
additional straight-line depreciation relating to the step-up of property,
plant and equipment, which is being depreciated over periods of 3 to 25
years.
c) To reflect the elimination of the net excess cost of the former owners
salaries ($340,500) less the salaries of management replacements ($103,000)
and to reflect the elimination of professional fees ($182,000) relating to
the sale transaction.
d) To reflect the increase in interest expense resulting from the borrowings
under Insilco's credit facility to finance the acquisition. Interest is
calculated based on the new debt of $26.5 million less the cash acquired of
$3.9 million using an assumed interest rate of 8.8 percent. A change of 1/8
percent in the interest rate would result in a change in interest expense
and net income of $28,250 and $23,448 before and after taxes, respectively.
e) To reflect the tax effect of the pro forma adjustments at a statutory rate,
34 percent for federal and 2 percent for state.
5
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Insilco Holding Co.:
We consent to incorporation by reference in the registration statements (No.'s
333-61809 and 333-61811) on Form S-8 of Insilco Holding Co. of our report dated
September 3, 1999, relating to the balance sheet of Thermal Transfer Products,
Ltd. as of June 30, 1999, and the related statements of income, stockholders'
equity and cash flows for the nine months ended June 30, 1999, which report
appears in the October 4, 1999, Form 8-K of Insilco Holding Co.
KPMG LLP
Columbus, Ohio
October 4, 1999
