UNITED STATES
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
Date of Report (Date of earliest event reported): January 24, 2000
THE ZIEGLER COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 1-10854 39-1148883
(State of incorporation) (Commission File No.) (I.R.S. Employer Id. No.)
215 North Main Street
West Bend, Wisconsin 53095-3317
(Address of principal executive offices) (Zip Code)
(262) 334-5521
(Registrant's telephone number, including area code)
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Item 5. Management Changes.
On January 24, 2000, The Ziegler Companies, Inc. appointed John J.
Mulherin to the positions of president and chief executive officer of The
Ziegler Companies, Inc. effective mid-February, 2000. Mr. Mulherin, 48, comes
to The Ziegler Companies, Inc. from Villanova Capital, the asset management
group of Nationwide Insurance, where he was chief administrative officer.
Prior to Nationwide, Mulherin was president of National Financial
Correspondent Services Company, Boston, a clearing subsidiary of Fidelity
Investments. Prior to that position, he was the chief operating officer of
Fidelity Investments Institutional Services Company, a mutual fund
distribution and services organization. Mr. Mulherin also has extensive
experience in the banking industry, serving in senior management positions
with First National Bank of Chicago and the former Continental Bank, Chicago.
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 thereunto duly authorized.
THE ZIEGLER COMPANIES, INC.
Date: February 3, 2000 By: /s/ S. Charles O'Meara
S. Charles O'Meara
Sr. Vice President and General Counsel
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THE ZIEGLER COMPANIES, INC.
Exhibit Index to Current Report on Form 8-K
Dated January 24, 2000
Exhibit Number Exhibit
99.1 Press release, dated January 24, 2000 of The Ziegler
Companies, Inc.
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EXHIBIT 99.1
FOR RELEASE AFTER 3 P.M. CST CONTACT: Peter D. Ziegler
January 24, 2000 President and CEO
262-334-5521
Ziegler elects new president, CEO; announces 1999 earnings; declares dividend
WEST BEND, WIS. January 24, 2000 - The board of directors of The
Ziegler Companies, Inc., [AMEX: ZCO], a financial services holding company,
announced today that John J. Mulherin has been elected president and chief
executive officer of the Ziegler Companies, Inc., effective upon his
employment in mid-February. Mulherin will succeed Peter D. Ziegler, who will
retain his role as chairman.
Mulherin, 48, comes to Ziegler from Villanova Capital, the asset
management group of Nationwide Insurance, where he was chief administrative
officer. Prior to Nationwide, Mulherin was president of National Financial
Correspondent Services Company, Boston, a clearing subsidiary of Fidelity
Investments. Prior to that position, he was the chief operating officer of
Fidelity Investments Institutional Services Company, a mutual fund
distribution and services organization. Mulherin also has extensive experience
in the banking industry, serving in senior management positions with First
National Bank of Chicago and the former Continental Bank, Chicago.
"We have recruited John Mulherin to maintain the momentum we have
created," said Mr. Ziegler. "With the recent sale of WRR Environmental
Services Co., Inc. and Ziegler Thrift Trading, Inc., The Ziegler Companies,
Inc. is very well positioned with a clear focus on our core businesses of
investment banking/capital markets and investment services/consulting. Our
capital position is strong," he said. "With this focus we are in great shape
to compete successfully in the new century."
The Ziegler Companies, Inc. also released its unaudited financial
results. In the three months ended December 31, 1999, total revenues were
$30,731,000 compared to $20,241,000 in the fourth quarter of 1998. Net income
from continuing operations for the quarter was $1,430,000 or 60 cents per
share, compared to a net loss from continuing operations of $1,547,000 or 66
cents per share in the fourth quarter of 1998. For the fiscal year ended
December 31, 1999, total revenues and income from continuing operations were
$96,682,000 and $975,000, respectively, versus revenues of $72,260,000 and a
net loss of $3,195,000 in 1998. Earnings per share from continuing operations
were 40 cents versus a prior year loss of $1.35 per share.
Total net income for 1999 was largely a function of gains on the sales
of Ziegler Thrift Trading, Inc. and WRR Environmental Services Co., Inc.,
aggregating $3,637,000 and $398,000 respectively. Offsetting those gains, the
company wrote down $2,250,000 of goodwill attributable to the 1997 acquisition
of its GS2 subsidiary and experienced a loss from continuing operations of
$1,110,000 net of the Ziegler Thrift Trading, Inc. income in 1999 of $702,000.
Ziegler's board of directors also today declared a 13 cent regular
quarterly dividend for the fourth quarter; the dividend is payable February
17, 2000, to shareholders of record on February 3, 2000.
Book value per share at December 31, 1999 was $20.31.
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CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Dec 31 Twelve Months Ended Dec 31
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues Before Interest and Dividends $29,089,000 $18,355,000 $90,226,000 $63,727,000
Interest and dividends 1,642,000 1,886,000 6,456,000 8,533,000
Total Revenues 30,731,000 20,241,000 96,682,000 72,260,000
Operating Expenses 26,164,000 21,726,000 89,554,000 70,934,000
Interest Expense 954,000 1,080,000 3,999,000 6,476,000
Income (Loss) from Continuing Operations
Before Income Taxes 3,613,000 (2,565,000) 3,129,000 (5,150,000)
Income (Loss) from Continuing Operations 1,430,000 (1,547,000) 975,000 (3,195,000)
Income from Discontinued Operations net of Taxes 197,000 (132,000) 537,000 354,000
Net Income (Loss) 1,627,000 (1,679,000) 1,512,000 (2,841,000)
Earnings (Loss) Per Share of Common Stock
from Continuing Operations: Basic 0.60 (0.66) 0.40 (1.35)
Earnings (Loss) Per Share of Common Stock
from Continuing Operations: Diluted 0.59 (0.66) 0.40 (1.35)
Earnings (Loss) Per Share of Common Stock
from Discontinued Operations: Basic & Diluted 0.08 (0.05) 0.22 0.15
Earnings (Loss) Per Share of Common Stock: Basic 0.68 (0.71) 0.62 (1.20)
Earnings (Loss) Per Share of Common Stock: Diluted 0.67 (0.71) 0.62 (1.20)
Average Number of Shares Outstanding - Basic 2,399,692 2,357,969 2,420,484 2,368,560
Average Number of Shares Outstanding - Diluted 2,426,710 2,406,483 2,446,578 2,435,738
The forward-looking statements in this announcement are subject to a number of risks and uncertainties, in
particular, the overall financial health of the securities industry and the health care sector of the U.S.
economy, as well as the ability to attract and retain qualified employees. The company believes that it has
sufficient capital, talent, and product offerings to meet the anticipated quarterly dividend and produce
growth in the company's revenues and net income.
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