<PAGE>
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 (Date of earliest event reported)........ July 14, 1997
G&K Services, Inc.
------------------
(Exact name of registrant as specified in its charter)
Minnesota 0-4063 41-0449530
- ---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
5995 Opus Parkway, Suite 500
Minnetonka, MN 55343
(Address of principal executive offices)
Registrant's telephone number, including area code ...... (612) 912-5500
------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
PAGE
(a) Index to National Linen Service Financial Statements of Certain
Branches
Statements of Net Assets to be Sold, as of August 31, 1995 and
1996 and April 30, 1997 (unaudited)............................ 3
Statements of Revenue and Operating Expenses for Years Ended
August 31, 1994, 1995 and 1996 and the Eight Month Periods
ended April 30, 1996 and 1997 (unaudited)....................... 4
Notes to Financial Statements..................................... 5
Report of Independent Public Accountants ......................... 9
(b) Index to Pro Forma Financial Statements
Pro Forma Financial Information - General ........................ 10
Pro Forma Unaudited Condensed Balance Sheet as of June 28, 1997 .. 11
Pro Forma Unaudited Condensed Statement of Operations for the
Fiscal Year ended June 28, 1997 ................................ 12
Notes to Pro Forma Unaudited Condensed Financial Statements ...... 13
(c) Exhibits - The following is filed as an exhibit to this Form 8K/A
and is incorporated herein by reference:
Exhibit No. Description
----------- -----------
23 Consent of Independent Public Accountants
2
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NATIONAL LINEN SERVICE
STATEMENTS OF NET ASSETS TO BE SOLD
(AS DEFINED IN NOTE 1)
AUGUST 31, 1995 AND 1996 AND APRIL 30, 1997
(IN THOUSANDS)
August 31
--------------------- April 30,
1995 1996 1997
--------- --------- -----------
--------- --------- -----------
(Unaudited)
CURRENT ASSETS:
Accounts receivable, less allowance
for doubtful accounts of $120,
$238, and $260 in 1995, 1996, and
1997, respectively $ 18,076 $ 20,148 $ 17,423
Inventories 2,661 2,581 2,302
Linens in service 33,706 36,134 35,157
--------- --------- ---------
Prepaid expenses 1,078 1,029 980
Total current assets 55,521 59,892 55,862
--------- --------- ---------
PROPERTY, PLANT, AND EQUIPMENT:
Buildings and improvements 50,270 51,346 50,681
Machinery and equipment 64,380 65,699 64,213
Automobiles and trucks 18,522 19,562 18,607
Less accumulated depreciation (39,950) (45,744) (47,155)
--------- --------- ---------
Net property, plant, and equipment 93,222 90,863 86,346
--------- --------- ---------
INTANGIBLES, NET 43,262 37,576 33,399
--------- --------- ---------
Total assets to be sold 192,005 188,331 175,607
LESS EMPLOYEE-RELATED ACCRUED LIABILITIES
TO BE ASSUMED BY PURCHASER 4,070 3,108 3,638
--------- --------- ---------
NET ASSETS TO BE SOLD $187,935 $185,223 $171,969
--------- --------- ---------
--------- --------- ---------
The accompanying notes are an integral part of these statements.
3
<PAGE>
NATIONAL LINEN SERVICE
STATEMENTS OF REVENUE AND OPERATING EXPENSES
(AS DEFINED IN NOTE 1)
FOR THE YEARS ENDED AUGUST 31, 1994, 1995, AND 1996 AND
THE EIGHT MONTHS ENDED APRIL 30, 1996 AND 1997
(IN THOUSANDS)
For the
Eight Months
For the Year Ended August 31 Ended April 30
---------------------------- ------------------
1994 1995 1996 1996 1997
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
(Unaudited)
NET REVENUE $203,745 $213,134 $210,528 $139,749 $136,709
OPERATING EXPENSES:
Cost of operations 140,670 147,109 150,545 99,338 99,034
Selling and administrative 32,829 33,690 33,301 23,391 21,818
Depreciation and
amortization 13,760 13,961 14,120 9,420 8,770
-------- -------- -------- -------- --------
OPERATING PROFIT $ 16,486 $ 18,374 $ 12,562 $ 7,600 $ 7,087
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
The accompanying notes are an integral part of these statements.
4
<PAGE>
NATIONAL LINEN SERVICE
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995 AND 1996 AND APRIL 30, 1997
(DOLLAR AMOUNTS IN THOUSANDS)
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On May 30, 1997, National Service Industries, Inc. ("NSI") and G&K
Services, Inc. ("G&K") entered into an asset purchase agreement (the
"Agreement") whereby G&K agreed to purchase from NSI certain assets of
National Linen Service ("NLS"), a division of NSI, and to assume certain
liabilities of 29 of NLS's branch operations (the "Business").
The accompanying statements of net assets to be sold present the assets of
the Business to be sold to G&K and the liabilities of the Business to be
assumed by G&K pursuant to the Agreement. The assets to be sold consist
primarily of customer accounts receivable; inventories; linens in service;
property, plant, and equipment; and other intangibles. The liabilities to
be assumed consist primarily of employee-related accrued liabilities.
Cash, income tax benefits and liabilities, accounts payable, certain
accrued expenses, and liabilities related to the Business will be retained
by NSI and are not included herein. The statements of revenue and
operating expenses represent those revenues and expenses that are
specifically identifiable to the Business and also include certain
allocated expenses, as described in Note 2.
As a result, the accompanying financial statements are not intended to be a
complete presentation of the Business's assets and liabilities and results
of operations as if it had been operated as a stand-alone entity (Note 2).
Rather, these financial statements were prepared for the purpose of
complying with Rule 3-05 of Regulation S-X of the Securities and Exchange
Commission. Full financial statements have not been provided as required
by Rule 3-05, as certain assets and liabilities associated with the
Business were components of a larger business unit and cannot be separately
identified, including the Business's participation in a centralized cash
management system.
UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying financial statements and footnote data as of April 30,
1997 and for the eight-month periods ended April 30, 1996 and 1997 are
unaudited. In the opinion of the management of NLS, these financial
statements reflect all adjustments, consisting only of normal and recurring
adjustments, necessary for a fair presentation of the financial statements.
The results of operations for the eight-month period ended April 30, 1997
are not necessarily indicative of the results that may be expected for the
full year.
5
<PAGE>
LONG-LIVED ASSETS
The values assigned to long-lived assets, such as property and equipment
and intangibles, are periodically reviewed to determine whether any
impairments are other than temporary. Management believes that the
long-lived assets in the accompanying statements of net assets to be sold
are appropriately valued.
DEPRECIATION
Depreciation is determined principally on a straight-line basis using
estimated useful lives of plant and equipment (33 years for buildings, 4 to
16 years for machinery and equipment, and 3 to 7 years for automobiles and
trucks). Leasehold improvements are amortized over the life of the lease
or the useful life of the improvement, whichever is shorter.
INTANGIBLES
Intangible assets were recognized in connection with prior business
combinations by NLS and are being amortized on a straight-line basis over
various periods up to 40 years.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
2. OPERATING EXPENSES
The operating expenses of the Business include costs associated with direct
customer support to produce revenues. Also included in operating expenses
are certain selling, general, and administrative expenses (including
certain allocations) directly related to the operations of the Business.
In addition, an allocation of indirect corporate expenses incurred by NLS,
primarily relating to officer and corporate administration salaries and
benefits and occupancy expense for corporate headquarters, has been
included as a component of selling and administrative expense. Because
specific identification of such expenses was not practicable, a
proportionate cost allocation was utilized to allocate these expenses to
the Business based on its total revenue in relation to NLS's consolidated
total revenue. These allocated costs aggregated approximately $8,413,
$9,751, and $8,794 for 1994, 1995, and 1996, respectively, and $6,960 and
$5,944 for the eight months ended April 30, 1996 and 1997, respectively.
In the opinion of management, these allocations of expenses were made on a
reasonable basis. However, they are not necessarily indicative of the
level of expenses which may have been experienced on a stand-alone basis.
The amounts that would have been incurred on a stand-alone basis could
differ significantly from the allocated amounts due to economies of scale,
differences in management and operational practices, or other factors.
Certain other expenses, such as interest expense and provision for income
taxes, have not been included in these financial statements since these
costs have historically been included in the consolidated statements of
operations of
6
<PAGE>
NSI and have not been allocated to the Business. Accordingly, as also
indicated in Note 1, the accompanying financial statements are not intended
to be a complete presentation of the Business's assets and liabilities and
results of operations as if it had been operated as a stand-alone entity.
3. CASH FLOW INFORMATION
The following cash flow information presents cash flow information derived
from the accompanying financial statements. The information is not
intended to be a complete presentation of the Business's operating and
investing cash flows. Actual cash flows may have been significantly
different had the Business been operated as a stand-alone entity.
<TABLE>
<CAPTION>
For the
Eight Months
For the Year Ended August 31 Ended April 30
------------------------------------------ ---------------------------
1994 1995 1996 1996 1997
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Operating income $ 16,486 $ 18,374 $ 12,562 $ 7,600 $ 7,087
Adjustments to reconcile operating
income to net cash provided by
operating activities:
Depreciation 7,516 7,703 7,893 5,210 5,248
Amortization 6,244 6,258 6,227 4,210 3,522
Changes in assets and liabilities:
Accounts receivable (3,853) 7,535 (2,072) (559) 2,725
Inventories (605) 226 80 (183) 279
Linens in service (17,764) 3,327 (2,428) (929) 977
Prepaid expenses (331) (137) 50 (24) 49
Employee-related accrued liabilities 45 723 (962) (570) 530
------------ ------------ ------------ ------------ ------------
Net cash provided by operating activities
before changes in excluded assets and
liabilities $ 7,738 $ 44,009 $ 21,350 $ 14,755 $ 20,417
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures $ (8,758) $ (10,020) $ (7,018) $ (4,614) $ (2,194)
Proceeds from sale of property, plant,
and equipment 595 1,162 785 66 1,078
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities before
changes in excluded assets and liabilities $ (8,163) $ (8,858) $ (6,233) $ (4,548) $ (1,116)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Noncash investing activities:
Property transferred from (to) NLS branches
retained by NSI $ 71 $ 4,357 $ (584) $ (6) $ (322)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
7
<PAGE>
4. COMMITMENTS AND CONTINGENCIES
The Business leases certain of its buildings and equipment under
noncancelable lease agreements. Minimum lease payments under noncancelable
leases for years subsequent to August 31, 1996 are as follows:
Year ending August 31:
1997 $ 895
1998 657
1999 355
2000 155
2001 99
Thereafter 259
------
Total minimum lease payments $2,420
------
------
Total rental expense was $1,279, $1,097, and $1,127 in 1994, 1995, and
1996, respectively and $748 and $1,013 for the eight months ended April 30,
1996 and 1997, respectively.
8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To National Service Industries, Inc.:
We have audited the accompanying statements of net assets to be sold (as defined
in Note 1) of NATIONAL LINEN SERVICE (a division of National Service Industries,
Inc.) as of August 31, 1995 and 1996 and the related statements of revenue and
operating expenses (as defined in Note 1) for each of the three years in the
period ended August 31, 1996. These financial statements are the responsibility
of National Linen Service's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
As described in Note 1, the accompanying financial statements were prepared for
the purpose of complying with Rule 3-05 of Regulation S-X of the Securities and
Exchange Commission and are not intended to be a complete presentation of assets
and liabilities and results of operations on a stand-alone basis.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets to be sold (as defined in Note 1) of
National Linen Service as of August 31, 1995 and 1996 and their revenue and
operating expenses (as defined in Note 1) for each of the three years in the
period ended August 31, 1996 in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 20, 1997
9
<PAGE>
Pro Forma Financial Information - General
On July 14, 1997, G&K Services, Inc. directly, and through certain wholly owned
subsidiaries, acquired the uniform rental assets, plus selected linen rental
assets of National Linen Service, a division of National Service Industries,
Inc. ("NLS"). NLS is, among other things, engaged in the business of supplying
and cleaning linen wares and uniforms at various locations in the United States.
G&K intends to continue the uniform rental business at certain facilities and is
holding for sale the linen rental assets.
The accompanying pro forma unaudited condensed balance sheet as of June 28,
1997 and the pro forma unaudited condensed statement of operations for the
fiscal year ended June 28, 1997 are presented to illustrate the estimated
effects of the acquisition of certain assets and assumption of certain
liabilities of NLS by G&K Services, Inc. and its affiliates. The pro forma
unaudited condensed balance sheet has been prepared as if the purchase and
related financing occurred on June 28, 1997. The pro forma unaudited
condensed statement of operations has been prepared as if the transaction
occurred on June 30, 1996.
These financial statements do not purport to present results which would
actually have been obtained if the asset acquisition had been in effect on June
28, 1997 and June 30, 1996 or any future results which may in fact be realized.
These financial statements should be read in conjunction with the accompanying
notes and with the separate historical financial statements and notes thereto of
NLS.
10
<PAGE>
G&K SERVICES, INC. AND SUBSIDIARIES
PRO FORMA UNAUDITED CONDENSED BALANCE SHEET
AS OF JUNE 28, 1997
(Amounts in thousands)
G&K Acquisition G&K
Services of NLS Services
Historical Net Assets Pro Forma
ASSETS ---------- ----------- ---------
CURRENT ASSETS
Cash and cash equivalents $ 6,986 $ - $ 6,986
Accounts receivable, net 41,831 9,695 51,526
Inventories 59,799 14,444 74,243
Prepaid expenses 4,512 340 4,852
---------- ----------- ---------
Total current assets 113,128 24,479 137,607
---------- ----------- ---------
PROPERTY, PLANT AND EQUIPMENT
Land 19,676 3,443 23,119
Buildings and improvements 68,683 11,335 80,018
Machinery and equipment 143,475 15,152 158,627
Automobiles and trucks 27,434 4,292 31,726
Less accumulated depreciation (109,547) - (109,547)
---------- ----------- ---------
Net property, plant and equipment 149,721 34,222 183,943
---------- ----------- ---------
OTHER ASSETS
Goodwill, net 33,856 110,518 144,374
Restrictive covenants and
customer lists 6,016 42,726 48,742
Other 9,244 3,088 12,332
Assets held for sale - 70,978 70,978
---------- ----------- ---------
Total other assets 49,116 227,310 276,426
---------- ----------- ---------
$ 311,965 $286,011 $ 597,976
---------- ----------- ---------
---------- ----------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 13,304 $ - $ 13,304
Accrued expenses 23,689 1,131 24,820
Deferred income taxes 10,268 - 10,268
Current maturity of long-term debt 25,000 (15,000) 10,000
---------- ----------- ---------
Total current liabilities 72,261 (13,869) 58,392
LONG-TERM DEBT 54,284 299,880 354,164
DEFERRED INCOME TAXES 9,504 - 9,504
OTHER NONCURRENT LIABILITIES 6,929 - 6,929
STOCKHOLDERS' EQUITY 168,987 - 168,987
---------- ----------- ---------
$ 311,965 $286,011 $ 597,976
---------- ----------- ---------
---------- ----------- ---------
See accompanying notes to pro forma unaudited condensed financial statements.
11
<PAGE>
G&K SERVICES, INC. AND SUBSIDIARIES
PRO FORMA UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 28, 1997
<TABLE>
<CAPTION>
(Amounts in thousands, except per share)
Historical Assets Held Pro Forma G&K
G&K for Sale Adjustments Services
Services NLS (Note 4) (Note 2) Pro Forma
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUE $ 350,914 $ 207,488 $ (85,909) $ - $ 472,493
---------- ---------- ---------- ---------- ----------
EXPENSES
Cost of operations 196,009 150,241 (69,061) - 277,189
Selling and administration 80,235 31,728 (13,205) - 98,758
Depreciation 19,734 8,078 (3,688) (191) 23,933
Amortization of intangibles 2,225 5,392 (2,510) 4,348 9,455
---------- ---------- ---------- ---------- ----------
Total operating expenses 298,203 195,439 (88,464) 4,157 409,335
---------- ---------- ---------- ---------- ----------
INCOME FROM OPERATIONS 52,711 12,049 2,555 (4,157) 63,158
Interest expense 6,846 - - 13,657 20,503
Other (income) expense, net (2,034) - - - (2,034)
---------- ---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 47,899 12,049 2,555 (17,814) 44,689
Provision for income taxes 18,897 4,579 971 (6,770) 17,677
---------- ---------- ---------- ---------- ----------
NET INCOME $ 29,002 $ 7,470 $ 1,584 $ (11,044) $ 27,012
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Weighted Average Number
of Shares Outstanding 20,447 20,447
---------- ----------
---------- ----------
Net income per share $1.42 $1.32
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to pro forma unaudited condensed financial statements.
12
<PAGE>
G&K SERVICES, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA UNAUDITED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS)
1. BASIS OF PREPARATION
On July 14, 1997, G&K Services, Inc. directly and through certain of its
wholly owned subsidiaries (the "Company"), acquired certain uniform rental
assets and selected linen rental assets, and assumed certain liabilities,
of National Linen Service, a division of National Service Industries, Inc.
("NLS"). NLS is, among other things, engaged in the business of supplying
and cleaning linen wares and uniforms at various locations in the United
States.
The Company's acquisition of rental operations was accounted for by using
the purchase method. The purchase price was allocated to the acquired
assets and assumed liabilities based on a preliminary determination of the
fair values of the assets purchased and liabilities assumed. The purchase
price and related acquisition costs exceeded the preliminary fair values
assigned by approximately $153.2 million, which excess may be amortized
over periods ranging from five to thirty-five years on a straight-line
basis. The pro forma acquisition amounts included for NLS are preliminary
and subject to change. Management is in the process of gathering
information to value certain property and equipment. Accordingly, the
preliminary purchase price allocation is subject to change as the final
purchase price changes and when additional valuation information is
obtained.
The NLS condensed statement of operations information for the fiscal year
ended June 28, 1997 was derived from unaudited interim financial data for
the eight month periods ended April 30, 1996 and 1997 and the audited
financial statements for the year ended August 31, 1996.
13
<PAGE>
2. PRO FORMA ADJUSTMENTS
The accompanying pro forma balance sheet and statement of operations
reflect adjustments for the items described in Notes 1 and 3 and the
following adjustments:
Fiscal Year
Ended June 28, 1997
To reflect the amortization of the restrictive
covenant over the contract life of five years,
amortization of the purchased customer lists over
eleven years and amortization of the amount by
which the purchase price and related acquisition
costs exceed the net assets acquired (goodwill)
over thirty-five years ............................... $ 4,348
To reflect the change in depreciation as a result of
recording building and improvements, machinery
and equipment, and automobiles and trucks at
estimated fair values ................................ $ (191)
To reflect the increased interest expense resulting
from G&K Services financing the acquisition with
cash and bank borrowings ............................. $ 13,657
To reflect the effect on income taxes resulting from
the above adjustments at the statutory federal and
state income tax rates ............................... $ (6,770)
3. DEBT
G&K Services funded the purchase price through a new $425 million credit
facility which replaced its existing revolving credit facility. The new
credit facility included (a) a $300 million term loan with maturity for
each of the five years subsequent to June 28, 1997 of $10,000, $15,000,
$35,000, $55,000, $60,000, and $125,000 thereafter, with final maturity on
June 30, 2004, and (b) a $125 million revolving credit facility expiring on
June 30, 2002. The initial net proceeds of the credit facility were used
to refinance existing bank indebtedness of the Company, finance the
acquisition and pay related fees and expenses. The unused portion of the
revolver may be used for working capital and to provide up to $10,000 in
letters of credit.
14
<PAGE>
Borrowings under the term loan and revolving credit facility bear interest
at 0.5% to 1.125% over the rate offered to major banks in the London
Interbank Eurodollar market ("Eurodollar Rate"), based on a leverage ratio
calculated on a quarterly basis. Advances through December 31, 1997 will
bear interest at the Eurodollar Rate plus 1.125%. The Company also pays a
fee of 0.15% to 0.35% on the unused daily balance of the revolver based on
a leverage ratio calculated on a quarterly basis. The fee through December
31, 1997 will be 0.35%.
The new credit facility contains various restrictive covenants which among
other matters, require the Company to maintain a minimum EBITDA, minimum
debt service coverage ratio, minimum stockholder equity and maximum
leverage ratio, all as defined. The credit agreement also limits
additional indebtedness, investments, capital expenditures and cash
dividends. The Company's obligations under the credit facility are secured
by an interest in the Company's personal property, 100% of the stock of
G&K Services, Co. and domestic subsidiaries and 65% of the stock of the
Company's Canadian subsidiaries.
4. ASSETS HELD FOR SALE
In connection with the asset purchase from National Linen, it is G&K's
intent to hold for sale nine linen rental facilities. As such, the net
cash flows from (a) operations of these facilities from the date of
acquisition until the date of sale (holding period, not to exceed one
year), (b) interest on incremental debt incurred during the holding period
to finance the purchase of these facilities, and (c) proceeds from the sale
will be considered in the allocation of the purchase price to the assets
and liabilities. These nine facilities will not affect the earnings or
losses reported in G&K Services, Inc. consolidated financial statements.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 19, 1997 G&K SERVCES, INC.
(Registrant)
By: s/Richard M. Fink
--------------------
Richard M. Fink
Chairman of the Board
16
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K/A into the Company's previously filed
Registration Statement File No. 33-63359.
s/Arthur Andersen LLP
---------------------
ARTHUR ANDERSEN LLP
Atlanta, Georgia
September 19, 1997
17
