BLACK & DECKER CORP
8-K, 1998-07-16
METALWORKG MACHINERY & EQUIPMENT
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                                  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)             July 16, 1998
                                                    ----------------------------

                         THE BLACK & DECKER CORPORATION
             (Exact name of registrant as specified in its charter)

     Maryland                        1-1553                    52-0248090
(State of Incorporation)     (Commission File Number)    (I.R.S. Employer
                                                          Identification Number)

           Towson, Maryland                                       21286
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:           410-716-3900

                                 Not Applicable
          (Former name or former address, if changed since last report)


<PAGE>
                                       2


ITEM 5.   OTHER EVENTS
On July 16, 1998,  the  Corporation  reported its earnings for the three and six
months  ended June 28,  1998.  Attached  to this  Current  Report on Form 8-K as
Exhibit 99 is a copy of the  Corporation's  related press release dated July 16,
1998.

FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes  statements  that  constitute  "forward
looking  statements"  within the meaning of Section 27A of the Securities Act of
1933  and  Section  21E of the  Securities  Exchange  Act of 1934  and  that are
intended to come within the safe harbor  protection  provided by those sections.
By their nature, all forward looking statements involve risks and uncertainties.
Actual  results may differ  materially  from those  contemplated  by the forward
looking statements for a number of reasons, including but not limited to: market
acceptance  of the new products  introduced  in 1997 and 1998 and  scheduled for
introduction  in 1998;  the level of sales  generated  from  these new  products
relative  to  expectations,  based on the  existing  investments  in  productive
capacity and  commitments  of the  Corporation to fund  advertising  and product
promotions  in  connection  with the  introduction  of these new  products;  the
ability of the Corporation and its suppliers to meet scheduled timetables of new
product  introductions;  unforeseen  competitive pressure or other difficulty in
maintaining   mutually   beneficial   relationships  with  key  distributors  or
penetrating new channels of distribution;  adverse changes in currency  exchange
rates or raw material  commodity prices,  both in absolute terms and relative to
competitors' risk profiles; delays in or unanticipated  inefficiencies resulting
from  manufacturing  and  administrative  reorganization  actions in progress or
contemplated  by the  strategic  repositioning  described  in the  Corporation's
Annual Report on Form 10-K for the year ended  December 31, 1997, and updated in
Corporation's  Quarterly  Report on Form 10-Q for the  quarter  ended  March 29,
1998; and the  continuation  of modest  economic growth in the United States and
Europe and gradual improvement in the economic environment in Asia.
         In addition to the foregoing,  the Corporation's ability to realize the
anticipated benefits during 1998 and in the future of the restructuring  actions
undertaken in 1998 is dependent upon current market  conditions,  as well as the
timing and  effectiveness  of the relocation or  consolidation of production and
administrative  processes.  The ability to realize the benefits  inherent in the
balance  of  the  restructuring  actions  is  dependent  on  the  selection  and
implementation of economically  viable projects in addition to the restructuring
actions taken to date.  The ability to achieve  certain sales and  profitability
targets  and cash flow  projections  also is  dependent  upon the  Corporation's
ability to identify appropriate selected  acquisitions that are complementary to
the repositioned  business units at acquisition  prices that are consistent with
these objectives.


<PAGE>
                                       3


         There can be no assurance  that the  Corporation  will  consummate  the
sales  of  the   household   products   business   in   Brazil   and  the  glass
container-forming   and   inspection   equipment   business   and  complete  the
recapitalization   of  the  recreational   products   business.   Further,   the
Corporation's  ability  to  realize  aggregate  proceeds  from the  sales of the
household  products  business  (excluding  certain  assets  associated  with the
Corporation's  cleaning  and  lighting  products)  in North  America  and  Latin
America,  excluding  Brazil,  and the  glass  container-forming  and  inspection
business and from the recapitalization of the recreational  products business of
$711 million on a gross basis or  approximately  $550 million on a net basis, is
dependent  upon,  with  respect to the sale of the glass  container-forming  and
inspection  equipment business and with respect to the  recapitalization  of the
recreational  products  business,  the  Corporation's  receipt of regulatory and
other necessary approvals and the satisfaction of customary closing conditions.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         Exhibit 99        Press Release of the Corporation dated July 16, 1998.


<PAGE>
                                       4


                         THE BLACK & DECKER CORPORATION

                               S I G N A T U R E S

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 BLACK & DECKER CORPORATION


                               By /s/ THOMAS M. SCHOEWE
                                   Thomas M. Schoewe
                                   Senior Vice President and 
                                   Chief Financial Officer





                            Contact: Barbara B. Lucas
                                     Senior Vice President - Public Affairs
                                     410/716-2980

                                     F. Robert Hunter
                                     Vice President - Investor Relations
                                     410/716-3979



FOR IMMEDIATE RELEASE:    Thursday, July 16, 1998

SUBJECT: Black & Decker Reports Earnings Growth in Second Quarter;
         Declares Quarterly Dividend


TOWSON,  MD - The Black & Decker  Corporation  (NYSE:BDK)  announced  today that
sales for the second  quarter of 1998  decreased 1% to $1.17  billion from $1.18
billion in the same period last year.  Excluding the effects of foreign currency
translation,  sales increased 1%, and sales of core operations  (Power Tools and
Accessories,  Security Hardware,  Plumbing Products,  and Fastening and Assembly
Systems)  increased 4%. For the first six months of 1998,  sales  declined 1% to
$2.18  billion  from  $2.20  billion  last  year.   Excluding  foreign  exchange
translation,  sales for the period  increased  2%, and sales of core  businesses
increased 5%.

         Excluding a  non-recurring  gain on sale of businesses of $4.2 million,
net of taxes,  or $.04 per share,  net earnings  were $54.2  million or $.57 per
diluted share for the second quarter of 1998,  compared to $45.5 million or $.47
per diluted  share for the same period last year.  Including  the  non-recurring
gain,  net earnings  were $58.4 million or $.61 per diluted share for the second
quarter of 1998.  Net  earnings  for the second  quarter of 1998 were reduced by
after-tax restructuring-related costs totaling $15.5 million or $.16 per diluted
share.

                                     (more)


<PAGE>
Page Two

         For the first six months of 1998, the Corporation  reported a net loss,
related to a  write-off  of  goodwill  and a  restructuring  charge in the first
quarter, of $913.0 million or $9.65 per share. Because results for the first six
months were a loss,  the  calculation  of reported  net  earnings per share on a
diluted  basis   excludes   stock  options,   which,   if  included,   would  be
anti-dilutive,  and would decrease the per-share loss. For comparative purposes,
however,  the  dilutive  effects  of these  options  should be  considered  when
evaluating  the  Corporation's   performance.   Excluding   non-recurring  items
consisting  of the  goodwill  write-off,  after-tax  restructuring  charge,  and
after-tax  gain on sale of  businesses,  net  earnings  for the first six months
would have been $82.8  million or $.86 per share on this  diluted  basis,  a 15%
increase over the net earnings of $71.8 million or $.75 per share  reported last
year.  This adjusted net earnings  number for 1998 includes  $19.3 million ($.20
per share) of after-tax restructuring-related expenses.

         The Corporation  also announced that its Board of Directors  declared a
quarterly  cash  dividend  of $.12 per  share on the  Corporation's  outstanding
common stock  payable on September 25, 1998,  to  stockholders  of record at the
close of business on September 11, 1998.

         Commenting  on the  results,  Nolan D.  Archibald,  Chairman  and Chief
Executive Officer,  said, "Our strategic  repositioning  activities,  as well as
solid  performance in our core businesses,  resulted in a 21% increase over last
year in  second-quarter  earnings per share,  excluding the  non-recurring  gain
associated with our current divestiture activities. Sales in our core businesses
rose 4% excluding foreign exchange currency effects,  as new products  continued
to generate support among retailers and consumers. Sales in North American Power
Tools, Security Hardware,  and Plumbing Products were particularly strong, while
Fastening  and  Assembly  Systems  posted a solid  increase.  This core  growth,
however, was largely offset by sales declines,  compared to the same period last
year, in Household  Products,  the majority of which we sold at the end of June,
and Emhart Glass, the sale of which is scheduled to close in October.
                                     (more)




<PAGE>
Page Three

         "We completed the sale of our Household  Products  business on June 26,
and,  since then,  have entered into an  agreement to  recapitalize  True Temper
Sports and signed a contract to sell  Emhart  Glass.  These three  transactions,
which will  yield  gross cash  proceeds  of $711  million  and net  proceeds  of
approximately $550 million,  will complete our divestiture program,  enabling us
to focus exclusively on our core operations.

         "We  continued  to  execute  our share  repurchase  program  during the
quarter, and have purchased a total of nearly three million shares through June.

         "The  restructuring  component of our strategic  repositioning  program
also remains on track as we streamline the global manufacturing network in Power
Tools and Accessories and  substantially  reconfigure how that business operates
in Europe.  We also are in the  process of  integrating  cleaning  and  lighting
product  lines,  which we  chose  not to sell  with  the  rest of our  Household
Products   business,   into  North  American  consumer  power  tool  operations.
Restructuring-related charges during the quarter reflected costs associated with
discontinuing some products, as well as costs associated with our plant closures
and European business reorganization.

         "The  progress  that we have made in reducing and  leveraging  our cost
structure is reflected in an  improvement  in return on sales for the quarter of
nearly two percentage points, from 10.2% last year to 12.1%,  excluding goodwill
amortization, non-recurring items, and restructuring-related expenses.

         "With continued progress in the second quarter, free cash flow improved
$85  million  for the first six  months,  compared to the same period last year,
reflecting improved working capital management."
                                     (more)




<PAGE>
Page Four

         This release includes forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. By their nature,  all  forward-looking  statements involve
risks  and  uncertainties.  For a more  detailed  discussion  of the  risks  and
uncertainties  that may affect Black & Decker's  operating and financial results
and its  ability to achieve the  financial  objectives  discussed  in this press
release,  interested  parties should review Black & Decker's  reports filed with
the  Securities  and Exchange  Commission,  including the Current Report on Form
8-K, filed July 16, 1998.

          Black & Decker is a leading global  manufacturer and marketer of power
tools,  hardware,  and  building  products  used in and  around the home and for
commercial applications.
                                      * * *



<PAGE>
<TABLE>
                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
                 (Dollars in Millions Except Per Share Amounts)

<CAPTION>
                                                                                        Three Months Ended
                                                                                 ---------------------------------
                                                                                   June 28, 1998     June 29, 1997
                                                                                 ---------------    --------------

<S>                                                                              <C>                <C>
SALES                                                                            $       1,169.7    $      1,182.2
   Cost of goods sold                                                                      771.9             761.8
   Selling, general, and administrative expenses                                           285.5             316.1
   Gain on sale of businesses                                                               36.5               -
                                                                                 ---------------    --------------
OPERATING INCOME                                                                           148.8             104.3
   Interest expense (net of interest income)                                                29.8              30.6
   Other expense                                                                             2.7               3.6
                                                                                 ---------------    --------------
EARNINGS BEFORE INCOME TAXES                                                               116.3              70.1
   Income taxes                                                                             57.9              24.6
                                                                                 ---------------    --------------
NET EARNINGS                                                                     $          58.4    $         45.5
                                                                                 ===============    ==============



NET EARNINGS PER COMMON SHARE - BASIC                                            $          0.62    $         0.48
                                                                                 ===============    ==============

Shares Used in Computing Basic Earnings Per Share (in Millions)                             94.1              94.5
                                                                                 ===============    ==============



NET EARNINGS PER COMMON SHARE - ASSUMING DILUTION                                $          0.61    $         0.47
                                                                                 ===============    ==============

Shares Used in Computing Diluted Earnings Per Share (in Millions)                           95.8              96.1
                                                                                 ===============    ==============
</TABLE>
<PAGE>

<TABLE>
                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
                 (Dollars in Millions Except Per Share Amounts)


<CAPTION>
                                                                                           Six Months Ended
                                                                                 ---------------------------------
                                                                                   June 28, 1998     June 29, 1997
                                                                                 ---------------    --------------

<S>                                                                              <C>                <C>
SALES                                                                            $       2,178.0    $      2,197.2
   Cost of goods sold                                                                    1,430.2           1,412.3
   Selling, general, and administrative expenses                                           565.4             607.3
   Write-off of goodwill                                                                   900.0               -
   Restructuring and exit costs                                                            140.0               -
   Gain on sale of businesses                                                               36.5               -
                                                                                 ---------------    --------------
OPERATING INCOME (LOSS)                                                                   (821.1)            177.6
   Interest expense (net of interest income)                                                58.2              61.2
   Other expense                                                                             2.4               5.9
                                                                                 ---------------    --------------
EARNINGS (LOSS) BEFORE INCOME TAXES                                                       (881.7)            110.5
   Income taxes                                                                             31.3              38.7
                                                                                 ---------------    --------------
NET EARNINGS (LOSS)                                                              $        (913.0)   $         71.8
                                                                                 ===============    ==============



NET EARNINGS (LOSS) PER COMMON SHARE - BASIC                                     $         (9.65)   $         0.76
                                                                                 ===============    ==============

Shares Used in Computing Basic Earnings Per Share (in Millions)                             94.6              94.4
                                                                                 ===============    ==============



NET EARNINGS (LOSS) PER COMMON SHARE - ASSUMING DILUTION                         $         (9.65)   $         0.75
                                                                                 ===============    ==============

Shares Used in Computing Diluted Earnings Per Share (in Millions)                           94.6              96.1
                                                                                 ===============    ==============

</TABLE>
<PAGE>

<TABLE>
                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Unaudited)
                              (Millions of Dollars)


<CAPTION>
                                                                                   June 28, 1998     June 29, 1997
                                                                                 ---------------    --------------

<S>                                                                              <C>                <C>            
ASSETS
Cash and cash equivalents                                                        $         204.1    $        126.3
Trade receivables                                                                          815.7             719.6
Inventories                                                                                765.0             898.1
Other current assets                                                                       205.1             180.7
                                                                                 ---------------    --------------
      TOTAL CURRENT ASSETS                                                               1,989.9           1,924.7
                                                                                 ---------------    --------------

PROPERTY, PLANT, AND EQUIPMENT                                                             781.3             878.6
GOODWILL                                                                                   935.7           1,929.3
OTHER ASSETS                                                                               510.7             518.7
                                                                                 ---------------    --------------
                                                                                 $       4,217.6    $      5,251.3
                                                                                 ===============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings                                                            $          89.1    $        100.1
Current maturities of long-term debt                                                        60.6              49.7
Trade accounts payable                                                                     355.3             400.4
Other accrued liabilities                                                                  822.3             724.8
                                                                                 ---------------    --------------
      TOTAL CURRENT LIABILITIES                                                          1,327.3           1,275.0
                                                                                 ---------------    --------------

LONG-TERM DEBT                                                                           1,658.1           1,796.9
DEFERRED INCOME TAXES                                                                       55.6              77.9
POSTRETIREMENT BENEFITS                                                                    283.0             305.0
OTHER LONG-TERM LIABILITIES                                                                192.3             142.4
STOCKHOLDERS' EQUITY                                                                       701.3           1,654.1
                                                                                 ---------------    --------------
                                                                                 $       4,217.6    $      5,251.3
                                                                                 ===============    ==============



                 SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited)
                              (Millions of Dollars)
                                                                                   June 28, 1998     June 29, 1997
                                                                                 ---------------    --------------

Balance of receivables sold under sale of receivables program                    $           -      $        136.0
                                                                                 ===============    ==============

                                                                                         Six Months Ended
                                                                                 ---------------------------------
                                                                                   June 28, 1998     June 29, 1997
                                                                                 ---------------    --------------

Depreciation and amortization                                                    $          81.6    $        110.5
                                                                                 ===============    ==============
Capital expenditures                                                             $          59.8    $         85.0
                                                                                 ===============    ==============
</TABLE>


<PAGE>

<TABLE>
                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                        THREE MONTHS ENDED JUNE 28, 1998
                          ANALYSIS OF CHANGES IN SALES

                            (in millions of dollars)


<CAPTION>
                    United
Consumer            States            Europe          Other            Total
- --------           ---------         --------        --------        ---------
<S>                <C>                <C>             <C>            <C>
Total Sales        $   610.7         $  279.0        $  123.3        $ 1,013.0
                   ---------         --------        --------        ---------

Unit Volume                6 %              6 %           (12)%              3 %

Price                     (1)%              - %            (1)%             (1)%

Currency                   - %             (4)%            (5)%             (2)%
                   ---------         --------        --------        ---------
                           5 %              2 %           (18)%              - %
                   ---------         --------        --------        ---------


Commercial
- ---------- 
Total Sales        $    71.6         $   63.1        $   22.0        $   156.7
                   ---------         --------        --------        ---------

Unit Volume               (5)%             (1)%           (27)%             (8)%

Price                     (1)%              1 %            (1)%              - %

Currency                   - %             (3)%            (5)%             (2)%
                   ---------         --------        --------        ---------
                          (6)%             (3)%           (33)%            (10)%
                   ---------         --------        --------        ---------


Consolidated
- ------------
Total Sales        $   682.3         $  342.1        $  145.3        $ 1,169.7
                   =========         ========        ========        =========

Unit Volume                4 %              5 %           (15)%              2 %

Price                     (1)%              - %            (1)%             (1)%

Currency                   - %             (4)%            (5)%             (2)%
                   ---------         --------        --------        ---------
                           3 %              1 %           (21)%             (1)%
                   =========         ========        ========        =========

</TABLE>

<PAGE>

<TABLE>
                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                         SIX MONTHS ENDED JUNE 28, 1998
                          ANALYSIS OF CHANGES IN SALES

                            (in millions of dollars)


<CAPTION>
                     United
Consumer             States           Europe           Other           Total
- --------           ---------         --------        --------        ---------
<S>                <C>                <C>             <C>            <C>
Total Sales        $ 1,094.1          $ 544.6         $ 221.7        $ 1,860.4
                   ---------         --------        --------        ---------

Unit Volume                6 %              6 %            (8)%              4 %

Price                     (1)%              - %            (2)%             (1)%

Currency                   - %             (6)%            (5)%             (2)%
                   ---------         --------        --------        ---------
                           5 %              - %           (15)%              1 %
                   ---------         --------        --------        ---------


Commercial
- ----------
Total Sales          $ 142.6          $ 130.3          $ 44.7          $ 317.6
                   ---------         --------        --------        ---------

Unit Volume               (9)%              6 %           (21)%             (5)%

Price                      - %              - %            (1)%              - %

Currency                   - %             (5)%            (4)%             (3)%
                   ---------         --------        --------        ---------
                          (9)%              1 %           (26)%             (8)%
                   ---------         --------        --------        ---------


Consolidated
- ------------
Total Sales        $ 1,236.7          $ 674.9         $ 266.4        $ 2,178.0
                   =========         ========        ========        =========

Unit Volume                4 %              6 %           (11)%              3 %

Price                     (1)%              - %            (1)%             (1)%

Currency                   - %             (6)%            (5)%             (3)%
                   ---------         --------        --------        ---------
                           3 %              - %           (17)%             (1)%
                   =========         ========        ========        =========
</TABLE>

<PAGE>
<TABLE>

                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                  SUPPLEMENTAL EARNINGS INFORMATION (Unaudited)
                        THREE MONTHS ENDED JUNE 28, 1998
                 (Dollars in Millions Except Per Share Amounts)

<CAPTION>
                                                                                 Less:               Less:
                                                                         Non-Recurring      Restructuring-
                                                       As Reported               Items       Related Costs      As Adjusted
                                                       -----------       -------------       -------------      -----------
<S>                                                       <C>                  <C>                 <C>             <C>     
SALES                                                     $1,169.7                                                 $1,169.7
   Cost of goods sold                                        771.9                                 $(20.0)            751.9
   Selling, general, and administrative expenses             285.5                                   (2.8)            282.7
   Gain on sale of businesses                                 36.5             $ (36.5)                -                 -
                                                       -----------       -------------       -------------      -----------
OPERATING INCOME                                             148.8               (36.5)              22.8             135.1
   Interest and other expenses                                32.5                 -                   -               32.5
                                                       -----------       -------------       -------------      -----------
EARNINGS BEFORE INCOME TAXES                                 116.3               (36.5)              22.8             102.6
   Income taxes                                               57.9               (32.3)(A)            7.3              32.9
                                                       -----------       -------------       -------------      -----------
NET EARNINGS                                              $   58.4             $  (4.2)            $ 15.5          $   69.7
                                                       ===========       =============       =============      ===========


Shares Used in Computing Diluted Earnings
   Per Share (in Millions)                                    95.8                95.8               95.8              95.8
                                                       ===========       =============       =============      ===========

NET EARNINGS PER COMMON
   SHARE - ASSUMING DILUTION                              $   0.61             $ (0.04)            $ 0.16          $   0.73
                                                       ===========       =============       =============      ===========



<FN>

- ------------------------------------------------

(A) Adjustment represents tax effect of gain on sale of businesses.
</FN>
</TABLE>

<PAGE>
<TABLE>

                 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES
                  SUPPLEMENTAL EARNINGS INFORMATION (Unaudited)
                         SIX MONTHS ENDED JUNE 28, 1998
                 (Dollars in Millions Except Per Share Amounts)

<CAPTION>
                                                                                 Less:               Less:
                                                                         Non-Recurring      Restructuring-
                                                       As Reported               Items       Related Costs      As Adjusted
                                                       -----------       -------------       -------------      -----------
<S>                                                       <C>                  <C>                 <C>             <C>     
SALES                                                     $2,178.0                                                 $2,178.0
   Cost of goods sold                                      1,430.2                                 $(22.7)          1,407.5
   Selling, general, and administrative expenses             565.4                                   (5.7)            559.7
   Write-off of goodwill                                     900.0             $(900.0)                -                 -
   Restructuring and exit costs                              140.0              (140.0)                -                 -
   Gain on sale of businesses                                 36.5               (36.5)                -                 -
                                                       -----------       -------------       -------------      -----------
OPERATING INCOME (LOSS)                                     (821.1)            1,003.5               28.4             210.8
   Interest and other expenses                                60.6                -                   -                60.6
                                                       -----------       -------------       -------------      -----------
EARNINGS (LOSS) BEFORE INCOME TAXES                         (881.7)            1,003.5               28.4             150.2
   Income taxes                                               31.3                 7.7(A)             9.1              48.1
                                                       -----------       -------------       -------------      -----------
NET EARNINGS (LOSS)                                       $ (913.0)            $ 995.8             $ 19.3          $  102.1
                                                       ===========       =============       =============      ===========


Shares Used in Computing Diluted Earnings
   Per Share (in Millions) (B)                                94.6                                   96.4              96.4
                                                       ===========                           =============      ===========

NET EARNINGS (LOSS) PER COMMON
    SHARE - ASSUMING DILUTION                             $  (9.65)                                $ 0.20          $   1.06
                                                       ===========                           =============      ===========



<FN>

- -----------------------------------------------

(A)    Adjustment  represents net tax effect of gain on sale of  businesses  and
       restructuring and exit costs.

(B)    Option  conversion is  anti-dilutive  due to the loss for the six months.
       Excluding the goodwill write-off,  restructuring charge, gain on sale  of
       businesses,  and restructuring related costs,  results for the six months
       would have been positive. Accordingly, 1.8 million shares have been added
       to the diluted share count on an "as adjusted" basis.
</FN>
</TABLE>
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