SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
to
FORM 10-KSB/A
[Mark one]
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1995
-------------------
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to _____________
Commission File Number 1-9367
------
NMR of America, Inc.
--------------------
(Name of small business issuer in its charter)
Delaware 22-2468314
-------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
430 Mountain Avenue
Murray Hill, New Jersey 07974-2732
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 908-665-9400
------------
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of each exchange on which registered
------------------- -----------------------------------------
8% Convertible Subordinated Philadelphia Stock Exchange
Debentures Due 2001
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
(Title of class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ________
---------
Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were
$17,987,824.
The aggregate market value of voting stock held by non-affiliates
of the issuer, computed by reference to the closing sales price
of such stock on June 27, 1995 was $21,264,615.
The number of shares outstanding of the issuer's common stock, as
of June 27, 1995 was 5,052,009.
DOCUMENTS INCORPORATED BY REFERENCE
Certain exhibits are incorporated herein by reference as set
forth in Items 13(a)3, 13(a)4 and 13(a)10.
<PAGE>
INDEX TO FORM 10-KSB/A - PART III
PAGE
----
PART III - Item 9. Directors, Executive Officers,
Promoters and Control Persons;
Compliance with Section 16(a)
of the Exchange Act 3
Item 10. Executive Compensation 5
Item 11. Security Ownership of
Certain Beneficial
Owners and Management 8
Item 12. Certain Relationships and
Related Transactions 9
Item 13. Exhibits, Lists and Reports on
Form 8-K 11
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<PAGE>
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control Persons;
- -----------------------------------------------------------------------
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Directors
The directors of the Company, their age, and the year in which each
first became a director of the Company are as follows:
Director
Name Age Since
---- --- --------
Joseph G. Dasti ................................ 62 1990
Donald W. Arthur ............................... 40 1990
Dr. David L. Bloom ............................. 65 1990
John A. Faraone ................................ 61 1990
Joseph T. Zappala .............................. 60 1990
All of the Company's directors serve for a period of one year and until
their successors are elected and qualified.
Mr. Dasti was elected Chairman of the Board of the Company in August
1990 and President and Chief Executive Officer in October 1990. Prior thereto he
was engaged for more than five years in the securities business with Seaboard
Securities, Inc., except that from January 1985 to October 1986, Mr. Dasti was
employed by Swartwood, Hesse Inc., a securities broker-dealer. Mr. Dasti was a
director of the Company from 1986 to February 1990 and was re-elected as
director in August 1990.
Mr. Arthur has been employed by Schering Plough Research
Institute in various capacities in its research and development
activities for more than the past five years. Mr. Arthur is
currently a Foreperson, engaged in pharmaceutical process
development.
Dr. Bloom is Medical Director and Director of Magnetic Resonance
Imaging for Somerset Diagnostic Centers, a privately held provider of MRI
services located in Boston, Massachusetts. He is also a Senior Vice President
and a director of Medical Diagnostics, Inc., a publicly-held provider of MRI
services, and the President and Clinical Director of Imaging Consultants, Inc.,
positions he has held since 1987. From 1983 to 1987, Dr. Bloom was President and
Chief Executive Officer and a director of the Company.
Mr. Faraone has been a practicing attorney specializing in real estate
and personal injury law as a sole practitioner in Wilmington, Delaware for more
than the past five years.
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<PAGE>
Mr. Zappala has been engaged as a retail equities broker in
the securities business for more than the past five years with
Seaboard Securities, Inc. ("Seaboard"). Mr. Zappala is a
principal owning 33% of Seaboard. From January 1985 until
September 1986, he was employed by Swartwood, Hesse Inc., a
securities broker-dealer.
Except for Dr. Bloom, who is also a director of Medical Diagnostics
Inc., no director of the Company is a director of any other corporation which is
subject to the periodic reporting requirements of the Securities Exchange Act of
1934 or is a registered investment company under the Investment Company Act of
1940.
Executive Officers
The following table sets forth certain information regarding the
executive officers of the Company.
Name Age Offices Held
- ---- --- ------------
Joseph G. Dasti 62 Chairman of the Board, President
and Chief Executive Officer
John P. O'Malley III 33 Executive Vice President-Finance,
Chief Financial Officer and
Secretary
Mr. O'Malley was appointed Secretary in March 1994 and Executive Vice
President-Finance and Chief Financial Officer in December 1992, and was
initially employed by the Company in May 1992. Prior thereto, he was, commencing
in August 1984, employed by Ernst & Young, a public accounting firm, and its
predecessors, most recently as a manager in its Audit Department. Mr. O'Malley
holds a B.S. degree in Accounting from the University of Delaware and is a
Certified Public Accountant.
All of the Company's executive officers hold office for a term of one
year unless removed earlier by the Board of Directors.
Director and Officer Securities Reports
The Federal securities laws require the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the SEC reports of changes in
ownership of any equity securities of the Company. Copies of such reports are
required to be furnished to the Company. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the
-4
<PAGE>
Company, all persons subject to these reporting requirements filed the required
reports on a timely basis during the 1995 fiscal year.
Item 10. Executive Compensation.
The following table sets forth the compensation paid during the
Company's three fiscal years ended March 31, 1995 to the chief executive officer
of the Company and the other executive officer(s) of the Company whose
compensation exceeded $100,000 in the last fiscal year.
<TABLE><CAPTION>
SUMMARY COMPENSATION TABLE
Long term
Compensation
Annual Compensation Awards
------------------- ----------------------
Securities Underlying
Name and Options/SARs All Other
Principal Position Year(1) Salary($)(2) Bonus($) and Warrants (#) Compensation ($)(4)
- ------------------ ------- ------------ -------- ---------------------- -------------------
<S> <C> <C> <C> <C> <C>
Joseph G. Dasti 1995 206,923 19,450 0 14,531
President 1994 150,384 50,000(3) 100,000 27,450
1993 148,461 25,000 0 1,504
John P. O'Malley III 1995 155,369 15,951 0 20,302
Executive Vice 1994 105,726 55,000(3) 100,000 12
President-Finance 1993 71,654 7,800 0 0
(1) Information relates to the fiscal years ended March 31.
(2) Includes amounts for periods during which executive officers were
employed by the Company, regardless of capacity in which employed.
(3) $40,000 of bonus was earned during fiscal 1994 and paid subsequent to year-end.
(4) Amounts of All Other Compensation include (i) amounts contributed or accrued to the
Company's 401(k) profit sharing plan, (ii) employee portion of premiums
on key-man life insurance and (iii) amounts paid for accumulated unused
vacation pay which was earned during prior fiscal years.
</TABLE>
OPTION/SAR AND WARRANT GRANTS IN LAST FISCAL YEAR
No options, warrants or stock appreciation rights (SAR's) were
granted to any executive officer during the fiscal year ended
March 31, 1995.
AGGREGATED OPTION/SAR AND WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR AND WARRANT VALUES
No options or warrants were exercised by executive officers
during the fiscal year ended March 31, 1995. The following table sets
forth for each of the named executive
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<PAGE>
officers the number of unexercised options/SAR's and warrants remaining at March
31, 1995 and the potential value thereof based on the year-end closing per share
sales price of the Company's Common Stock of $4.75 on March 31, 1995.
Value of
Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options/SAR's and
Options/SAR's and Warrants Warrants at
at Fiscal Year-End(#) Fiscal Year-End($)
Exercisable (E)/ Exercisable (E)/
Name Unexercisable(U) Unexercisable (U)
- ---- ---------------------------- --------------------
Joseph G. Dasti 417,500 E(1) 202,900 E
87,500 U(2) 140,250 U
John P. O'Malley III 25,000 E(3) 52,495 E
75,000 U(4) 157,485 U
(1) Includes 30,000 shares issuable pursuant to a warrant exercisable at $3.92
per share, 75,000 shares issuable pursuant to a warrant exercisable at $3.00 per
share, 50,000 shares issuable pursuant to a warrant exercisable at $6.38 per
share, 37,500 options exercisable at $6.38 per share, 100,000 shares issuable
pursuant to a warrant exercisable at $7.63 per share, 100,000 shares issuable
pursuant to a warrant exercisable at $10.00 per share, and 25,000 shares
issuable pursuant to an option exercisable at $2.88 per share.
(2) Includes 12,500 shares issuable pursuant to an option exercisable at $6.38
per share and 75,000 shares issuable pursuant to an option exercisable at $2.88
per share.
(3) Includes 10,000 shares issuable pursuant to an option exercisable at $2.31
per share, and 15,000 shares issuable pursuant to an option exercisable at $2.88
per share.
(4) Includes 30,000 shares issuable pursuant to an option exercisable at $2.31
per share and 45,000 shares issuable pursuant to an option exercisable at $2.88
per share.
exercisable.
Director Compensation
Directors of the Company received compensation at the rate of
$2,500 per quarter plus $500 for each meeting of a committee of directors
attended.
The Company has entered into an agreement with Dr. Bloom, a
director of the Company, whereby he provides consulting and advisory services to
the Company in connection with the purchase and technical use of diagnostic
imaging equipment and other services. As compensation for these services, Dr.
Bloom receives $72,000 per annum, payable monthly. The term of the agreement is
for one year expiring December 31, 1995, subject to automatic renewal unless
terminated by either party. In addition, pursuant to the agreement Dr. Bloom was
issued a warrant to purchase 20,000 shares of the Company's Common Stock at an
exercise price of $6.38 per share exercisable through August 29, 2001.
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<PAGE>
Employment Agreements
The Company has entered into executive employment agreements
with Messrs. Dasti and O'Malley which expire on June 20, 1999 and provide for
annual base salaries in amounts of $200,000 and $150,000, respectively. Pursuant
to the contracts, Messrs. Dasti and O'Malley are entitled to receive quarterly
bonus payments calculated as a percentage of the Company's consolidated
quarterly pre-tax income (as defined in the agreements) as follows:
Percentage Percentage
Payable to Payable to
Quarterly Pre-Tax Income ("PTI") Mr. Dasti Mr. O'Malley
- -------------------------------- --------- ------------
PTI in excess of $450,000 up to 4.45% 3.65%
$674,000
PTI in excess of $674,000 up to 2.92% 2.38%
$900,000
PTI in excess of $900,000 up to 1.98% 1.62%
$1,125,000
PTI in excess of $1,125,000 1.65% 1.35%
Each of the employment agreements of Messrs. Dasti and
O'Malley provides that if the executive is terminated without cause, he shall be
entitled to receive severance pay equal to his base salary and bonus for the
remainder of the term of his contract. In addition, he would be entitled to
continued participation in all the Company benefit plans until the earlier of
(i) the expiration date of his contract or (ii) the date he becomes employed by
another company providing similar benefits. In the event that the executive is
terminated for cause, he is not entitled to receive any monetary compensation
under his employment agreement other than compensation accruing to the date his
employment is terminated.
Each of the employment agreements also provides that if
following a change of control (as defined in the agreements) of the Company, the
Company, among other things, assigns to the executive duties inconsistent with
his position, materially reduces his powers or functions, fails to provide
annual salary increases consistent with past practices or requires the executive
to change his place of employment, then the executive will have the right to
terminate his employment agreement. In such an event, the executive would be
entitled to receive the same severance pay as he would receive in the event his
employment is terminated without cause.
In the event either executive terminates his employment
agreement for cause, any stock options held by him issued
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<PAGE>
pursuant to any stock option plan of the Company would, to the extent
permissible, become immediately vested and exercisable. If the immediate vesting
of such options is not permitted, he would be entitled to receive a five-year
warrant immediately exercisable for the same number of shares of the Company's
Common Stock subject to such options and exercisable at the same per share
exercise price. The executive would also be entitled in certain instances to
have the resale of the shares subject to the warrant registered under the
Securities Act.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------------------
The following table sets forth the number of shares of the
Company's Common Stock beneficially owned as of March 31, 1995 by (i) each
person known to the Company to be a beneficial owner of more than 5% of the
outstanding the Company's Common Stock; (ii) each director of the Company; (iii)
the Company's chief executive officer and its other four most highly compensated
executive officers whose total salary and bonus for the fiscal year ended March
31, 1995 exceeded $100,000, and (iv) all directors and officers of the Company
as a group:
Amount and Nature Percent of
Name and Address of Beneficial Owner of Beneficial Ownership (1) Class
- ------------------------------------ -------------------------- -----------
Joseph G. Dasti 559,513(2) 10.2%
c/o NMR of America, Inc.
430 Mountain Avenue
Murray Hill, NJ 07974
John P. O'Malley III 38,626(3) 0.8%
c/o NMR of America, Inc.
430 Mountain Avenue
Murray Hill, NJ 07974
Donald W. Arthur 33,000(4) 0.6%
4 Kalman Court
Warren Township, NJ 07060
Dr. David L. Bloom 150,000(5) 2.9%
Somerset Diagnostic
400 Commonwealth Avenue
Boston, MA 02215
John A. Faraone 64,000(6) 1.3%
1213 King Street
Wilmington, DE 19899
Joseph T. Zappala 37,900(7) 0.7%
30 South Broadway
Pennsville, NJ 08070
Dr. Donald A. Tobias 311,000(8) 6.2%
97 Biltmore Estates
Phoenix, AZ 85016
All Directors and Officers 883,039(9) 15.8%
as a Group (6 persons)
(1) through (7)
-8-
<PAGE>
- ---------------
(1) Unless otherwise disclosed, all of such persons hold their shares of
record and beneficially.
(2) Includes 134,700 shares held of record and beneficially, 7,313 shares owned
through the Company's 401(k) plan, 30,000 shares issuable pursuant to a warrant
exercisable at $3.92 per share through May 18, 1999, 75,000 shares issuable
pursuant to a warrant exercisable at $3.00 per share through November 5, 1998,
50,000 shares issuable pursuant to a warrant exercisable at $6.38 per share
through December 18, 2001, 37,500 stock options exercisable at $6.38 per share
through December 18, 2001, 100,000 shares issuable pursuant to a warrant
exercisable at $7.63 per share through March 12, 2002, 100,000 shares issuable
pursuant to a warrant exercisable at $10.00 per share through March 12, 2002 and
25,000 shares issuable pursuant to a stock option exercisable at $2.88 per share
through March 14, 2004. Does not include 12,500 shares issuable pursuant to a
stock option exercisable at $6.38 per share through December 18, 2001 and 75,000
shares issuable pursuant to a stock option exercisable at $2.88 per share
through March 14, 2004, which are not currently exercisable.
(3) Includes 10,000 shares held of record and beneficially, 3,626 shares owned
through the Company's 401 (k) plan, 10,000 shares issuable pursuant to a stock
option exercisable at $2.31 per share through August 4, 2003 and 15,000 shares
issuable pursuant to a stock option exercisable at $2.88 per share through March
14, 2004. Does not include 30,000 shares issuable pursuant to a stock option
exercisable at $2.31 per share through August 4, 2003 and 45,000 shares issuable
pursuant to a stock option exercisable at $2.88 per share through March 14,
2004, which are not currently exercisable.
(4) Includes 13,000 shares held of record and beneficially and 20,000 shares
issuable pursuant to a warrant exercisable at $6.38 per share through December
18, 2001.
(5) Includes 110,000 shares held of record and beneficially and 40,000 shares
issuable pursuant to warrants exercisable at $6.38 per share through December
18, 2001.
(6) Includes 44,000 shares held of record and beneficially and 20,000 shares
issuable pursuant to a warrant exercisable at $6.38 per share through December
18, 2001.
(7) Includes 3,900 shares held of record and beneficially, 20,000 shares
issuable pursuant to a warrant exercisable at $6.38 per share through December
18, 2001 and 14,000 shares issuable pursuant to a warrant exercisable at $3.92
per share through May 18, 1999.
(8) Based on information set forth in Schedule 13D dated February 19, 1986
filed by Dr. Tobias.
(9) Includes shares issuable on exercise of options and warrants held by
officers and directors which are exercisable within 60 days of March 31, 1995.
Item 12. Certain Relationships and Related Transactions.
- ----------------------------------------------------------
Ten of the operational diagnostic imaging systems owned by the
Company at March 31, 1995 have been installed in offices leased by professional
corporations whose principal is Dr. David L. Bloom, who is also a director of
the Company. These agreements in general provide for the payment to the Company
of a periodic fixed fee, a fee based upon the number of scans performed and a
billing charge. Local radiologists are under contract with these professional
corporations pursuant to which such local radiologists serve as the professional
staff at the center and read the scans produced at the center for a fee. Under
the agreements, the Company is obligated to make the necessary leasehold
alterations or site improvements at each installation for the diagnostic imaging
systems, and provide the
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<PAGE>
furniture, fixtures, and furnishings necessary for the operation of the office.
The Company is also obligated to provide all the ancillary supplies and
equipment used by the diagnostic imaging systems and for arranging and paying
for maintenance of the diagnostic imaging systems. The Company also provides
consultation with respect to the financial management of the center, including
billing and collecting fees. All fees are collected by the physician
professional corporations, however, the Company has the contractual
responsibility to maintain all financial and other records and prepare and
transmit bills. Pursuant to the foregoing agreements, the Company billed
affiliated professional corporations, net of contractual adjustments,
$14,784,092 and $15,190,299 during the fiscal years ended March 31, 1995 and
1994, respectively.
On January 21, 1992, the Board of Directors authorized the
Company to enter into an agreement with Seaboard Securities, Inc. ("Seaboard")
to provide advisory services to the Company in exchange for a warrant to
purchase 100,000 shares of the Company's Common Stock at an exercise price of
$8.00 per share, subject to vesting as services are provided. In addition, the
Company granted rights to certain persons who are shareholders of Seaboard,
including Mr. Zappala, a director of the Company and 33.3% shareholder of
Seaboard, to have resales of the shares of Common Stock issuable on exercise of
warrants held by such persons registered under the Securities Act at the expense
of such persons.
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<PAGE>
Item 13. Exhibits, Lists and Reports on Form 8-K.
- --------------------------------------------------
(a) Exhibits:
(1) Financial Statements.********
(i) Report of Independent Accountants.
(ii) Consolidated Balance Sheets as of March 31, 1995 and March 31, 1994.
(iii)Consolidated Statements of Operations for the years
ended March 31, 1995, 1994 and 1993.
(iv) Consolidated Statements of Cash Flows for the years
ended March 31, 1995, 1994 and 1993.
(v) Consolidated Statements of Changes in Shareholders'
Equity for the years ended March 31, 1995 1994 and
1993.
(vi) Notes to Consolidated Financial Statements.
(3) (i) Certificate of Incorporation.****
(ii) Certificate of Ownership of NMR of Delaware, Inc.****
(iii)By-laws.****
(4) Indenture dated as of July 1, 1986 between Company and The Trust Company of
New Jersey including form of Debenture.**
(10) (i) Form of 8% Subordinated Note.**
(ii) Agreement between Image Sub, Inc. and Imaging
Associates, P.A., and amendments thereto.**
(iii) Certificate and Agreement of Limited Partnership of
NMR Associates I, a New Jersey limited partnership.**
(iv) Certificate and Agreement of Limited Partnership of
MR Associates I, a Pennsylvania limited partnership.**
(v) Certificate and Agreement of Limited Partnership of MR Associates
of Allentown, a Pennsylvania limited partnership.**
(vi) Certificate and Agreement of Limited Partnership of
MR Associates of Morristown, a New Jersey limited partnership.**
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<PAGE>
(vii) Incentive Stock Option and Non-statutory Option Plan.**
(viii) Certificate of Limited Partnership of MR Partners of
Greenbelt, a Maryland limited partnership.**
(ix) Certificate and Agreement of Limited Partnership of
MR Associates of Chicago, an Illinois limited partnership.**
(x) Acquisition Agreement among Registrant, Diagnostic
Network, Incorporated (DNI) and NMR Newco, Inc.***
(xi) Plan of Reorganization and Agreement of Merger dated
as of June 26, 1987 among Registrant, DNI and NMR
Newco, Inc.***
(xii) Rights Agreement dated as of December 23, 1988
between Registrant and American Stock Transfer and
Trust Company*****
(xiii) Employment Agreement dated March 1, 1991, between
NMR of America, Inc. and Joseph Guy Dasti, and
amendments and restatements thereto dated March 1,
1993, August 5, 1993 and June 21, 1994.********
(xiv) Certificate and Agreement of Limited Partnership of
Garden State Imaging Partners, a Delaware limited
partnership.*******
(xv) Certificate and Agreement of Limited Partnership of
Harford County Imaging Partners, a Delaware limited
partnership.*******
(xvi) Certificate and Agreement of Limited Partnership of
Accessible MRI, a Delaware limited partnership.*******
(xvii) Stock Purchase Agreement dated January 21, 1994
among Registrant, Eduardo Nijensohn, M.D. and John
A. Gall, M.D.******
(xviii) Agreement and Plan of Reorganization, dated January
21, 1994, among the Registrant and Eduardo
Nijensohn, M.D.******
(xix) Employment Agreement dated December 7, 1992, between
NMR of America, Inc. and John P. O'Malley III, and
amendments and restatements thereto dated August 5,
1993 and June 21, 1994.********
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<PAGE>
(11) Computation of Shares Used for Earnings Per Share Calculation+
(21) Subsidiaries
Name State of Incorporation
---- ----------------------
Imaging Networks,
Incorporated Delaware
Diagnostic Networks
of Texas, Incorporated Texas
Oak Lawn Imaging Center,
Incorporated Illinois
Oak Lawn Magnetic Resonance
Imaging Center, Incorporated Illinois
(23) Consents of experts and counsel
(i) Consent of Coopers & Lybrand L.L.P. Independent Accountants********
(27) Financial data schedule+
---------------------------
*Incorporated by reference from Company's Registration Statement on Form
S-18 (File No. 2-85281-NY).
**Incorporated by reference from Company's Registration Statement on Form
S-1 (File No. 33-5567).
***Incorporated by reference from Company's Current Report on Form 8-K for
July 1, 1987.
****Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1989.
*****Incorporated by reference from the Company's Current Report on Form
8-K for December 23, 1988.
******Incorporated by reference from Company's Current Report on Form 8-K
dated January 21, 1994, as amended.
*******Filed as an exhibit to the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1994.
******** Filed as an exhibit to the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1995.
+ Filed herewith
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the fiscal year
ended March 31, 1995.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NMR OF AMERICA, INC.
By/s/ Joseph G. Dasti
--------------------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/Joseph G. Dasti President and Director July 26, 1995
- ---------------------- (Principal Executive Officer)
Joseph G. Dasti
/s/ John P. O'Malley III Executive Vice President- July 26, 1995
- ------------------------ Finance (Principal Financial
John P. O'Malley III and Accounting Officer)
/s/ Donald W. Arthur Director July 26, 1995
- ----------------------
Donald W. Arthur
/s/ David L. Bloom, M.D. Director July 26, 1995
- ------------------------
David L. Bloom, M.D.
/s/ John A. Faraone Director July 26, 1995
- ----------------------
John A. Faraone
/s/ Joseph Zappala Director July 26, 1995
- ----------------------
Joseph Zappala
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 3,966,804
<SECURITIES> 1,125,643
<RECEIVABLES> 9,498,268
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,380,697
<PP&E> 31,360,133
<DEPRECIATION> 19,580,504
<TOTAL-ASSETS> 36,724,847
<CURRENT-LIABILITIES> 6,154,292
<BONDS> 12,989,054
<COMMON> 54,169
0
0
<OTHER-SE> 13,975,667
<TOTAL-LIABILITY-AND-EQUITY> 36,724,847
<SALES> 0
<TOTAL-REVENUES> 17,987,824
<CGS> 0
<TOTAL-COSTS> 14,893,700
<OTHER-EXPENSES> 503,117
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,186,811
<INCOME-PRETAX> 1,404,196
<INCOME-TAX> (1,029,716)
<INCOME-CONTINUING> 2,433,912
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,433,912
<EPS-PRIMARY> .49
<EPS-DILUTED> .47
</TABLE>
