<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
August 8, 1996 (August 8, 1996)
--------------------------------
(Date of Report (Date of earliest event reported))
OLSTEN CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
------------------------------------------------------
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
0-3532
------------------------
(Commission File Number)
13-2610512
---------------------------------
(IRS Employer Identification No.)
175 Broad Hollow Road
Melville, New York 11747-8905
-----------------------------------------
(Address of principal executive officers)
(516) 844-7800
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
- ------- -------------
Registrant released the press release attached hereto as
Exhibit 1 (the "Press Release") on Thursday, August 8, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------- ---------------------------------
EXHIBIT NUMBER MATERIALS TO BE FILED OR EXHIBITS
- -------------- ---------------------------------
Exhibit 1 Press Release
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLSTEN CORPORATION
(REGISTRANT)
Date: August 8, 1996 By:/s/ Laurin L. Laderoute, Jr.
----------------------------
Laurin L. Laderoute, Jr.
Vice President
<PAGE> 1
CONTACTS: David R. Fluhrer
Vice President-Communications
(516) 844-7590
Anthony J. Puglisi
Senior Vice President-Finance
(516) 844-7110
FOR IMMEDIATE RELEASE
- ---------------------
OLSTEN CORPORATION REPORTS
SECOND QUARTER RESULTS
Melville, NY, August 8, 1996 -- Olsten Corporation (NYSE:OLS) today
reported record performance for the second quarter and six months ended
June 30, 1996, as follows:
Second Quarter 1996 1995 %
(in thousands, except share amounts)
- ------------------------------------------------------------------------
Revenues (a) $801,328 $689,967 +16
Net income $30,035 $24,484 +23
Per share (primary):
Net income $.39 $.33 +18
Average shares outstanding 77,287 73,842
Per share (fully diluted):
Net income $.38 $.32 +19
Average shares outstanding 81,984 80,915
Systemwide Sales (b):
Staffing Services $511,130 $406,859 +26
HealthCare Services 465,609 400,239 +16
------- -------
Total $976,739 $807,098 +21
======== ========
(a) Service sales, franchise fees, management fees and other income
(b) Sales generated by Company, licensed and franchised offices, and
hospital-based home health agencies under management
-more-
<PAGE> 2
2
Six Months 1996 1995 %
(in thousands, except share amounts)
- -----------------------------------------------------------------------
Revenues (a) $1,564,574 $1,351,630 +16
Net income $51,684 $47,498 +9
Per share (primary):
Net income $.68 $.64 +6
Average shares outstanding 75,945 73,946
Per share (fully diluted):
Net income $.66 $.63 +5
Average shares outstanding 81,808 80,984
Systemwide Sales (b)
Staffing Services $996,371 $783,174 +27
HealthCare Services 925,663 792,672 +17
------- -------
Total $1,922,034 $1,575,846 +22
========== ==========
(a) Service sales, franchise fees, management fees and other income
(b) Sales generated by Company, licensed and franchised offices, and
hospital-based home health agencies under management
Results for the second quarter and six months include financial
performance of Quantum Health Resources, Inc., acquired by Olsten
Corporation on June 28, 1996 and accounted for as a pooling of interests.
All comparisons with prior years have been restated to reflect the
acquisition of Quantum. Results for the six months also include Quantum's
first quarter charge of $5.5 million ($3.2 million, net of tax, or 4 cents
per share) related to settlement of certain shareholder litigation.
"Olsten Corporation reported good results in a very active quarter for
both Staffing Services and HealthCare Services," said Frank N. Liguori,
Olsten Chairman and Chief Executive Officer. "Net income for the quarter
increased 23 percent and revenues were up 16 percent as we continued to
pursue our growth strategies."
-more-
<PAGE> 3
3
Staffing Services' systemwide sales were up 26 percent, while revenues
increased 33 percent. In both cases, acquisitions accounted for about half
the increase with the balance the result of double-digit unit growth,
pricing and changes in the business mix.
"We are pleased with the growth of Staffing Services during the second
quarter, especially since we have signed several multi-year contracts with
major clients that will help to expand our business in future periods,"
Liguori said. "Our information technology business, led by IMI Systems,
continued to report solid results as it also signed several major
contracts, plus acquired Systems Partners, a California-based information
technology company with five offices and approximately $21 million in 1995
revenues, and completed the integration of ARMS, which was acquired in
March.
"Our staffing businesses in Europe and Latin America, which now
account for more than 18 percent of Staffing Services' systemwide sales,
also reported improved performance except for Germany, where results were
affected primarily by a weak economy," Liguori said. "We anticipate some
improvement in the German economy during the second half of this year."
Liguori noted that during the quarter, Olsten announced the proposed
acquisition of Co-Counsel, Inc. (Nasdaq:LEGL), a leading provider of
temporary and full-time attorneys and paralegals to law firms and corporate
law departments through offices in five cities. "Co-Counsel aligns well
with our Staffing Services operations and we intend to expand this
business," he said. Co-Counsel shareholders will vote on the acquisition at
a special meeting tomorrow.
HealthCare Services' systemwide sales increased 16 percent for the
quarter, due primarily to growth generated by Olsten's hospital contract
management services business and by Quantum. Revenues for HealthCare
Services were essentially flat, Liguori said, as an increase in the
Company's managed care revenues was offset by a decrease in Medicare
business as the industry continues to undergo a transformation.
"During the quarter, we continued to strengthen our position as North
-more-
<PAGE> 4
4
America's largest home health care company through continued development of
our network management strategy, ongoing expansion of our hospital contract
management services business, an increasing role for infusion therapy and a
continued focus on our core nursing services," Liguori said. "Also, we made
good progress toward implementing our national managed care contract with
CIGNA, and we anticipate that we will be servicing all of CIGNA's health
plans in the fourth quarter.
"The Company is moving forward with its integration of Quantum, a
provider of alternate site therapies and support services to individuals
affected by certain chronic diseases and other health disorders that was
acquired by Olsten on June 28," he noted. "As a result of this acquisition,
we have become one of North America's largest home infusion companies, with
a nationwide pharmacy network and relationships with pharmaceutical
companies seeking new distribution channels for their drug therapies."
The Company anticipates that it will take after-tax charges to
earnings in the third quarter ended September 29, 1996 of up to $45 million
to cover merger, integration and related costs resulting from the Quantum
acquisition and certain allowances related to Olsten's home health care
business.
Olsten has negotiated a new $400 million revolving credit agreement
with a consortium of 11 banks led by Chase Manhattan Bank, Liguori said.
This facility, which is expected to close tomorrow and run for five years,
replaces a $200 million revolving credit agreement negotiated in 1993 and
will be used to supplement working capital requirements and expansion
through acquisitions. During the second quarter, Olsten also converted
virtually all of its $125 million 4 7/8% Convertible Subordinated
Debentures due 2003 into common stock, resulting in an increase of about
5.4 million common shares outstanding.
Olsten Corporation is a world leader in staffing services and North
America's largest provider of home health care and related services.
Primarily through Olsten Staffing Services, the Company operates 700
staffing or information technology offices in North America, South America
-more-
<PAGE> 5
5
and Europe, providing assignment employees to business, industry and
government, as well as services for the design, development and maintenance
of information systems. Through its Olsten Kimberly QualityCare subsidiary,
the Company's 600 health care offices in the United States and Canada
provide health care network management and caregivers for home health care
and institutions, as well as management services to hospital-based home
health agencies.
In 1995, Olsten Corporation employed 650,000 people and provided
services to more than 500,000 client/patient accounts. The Company achieved
1995 systemwide sales of $3.3 billion and revenues of $2.8 billion.
(Table follows)
<PAGE> 6
6
Olsten Corporation and Subsidiaries
(In thousands, except per share amounts)
(Unaudited)
SECOND QUARTER SIX MONTHS
-------------- ----------
ENDED ENDED
----- -----
06/30/96 07/02/95 06/30/96 07/02/95
-------- -------- -------- --------
Revenues (a) $801,328 $689,967 $1,564,574 $1,351,630
Cost of services sold 564,533 479,317 1,097,886 939,599
Selling, general and
administrative expenses 182,151 167,728 366,887 329,423
Litigation settlement (b) -- -- 5,500 --
Interest expense, net 3,500 960 6,262 1,735
Income taxes 20,713 17,486 35,777 33,742
------ ------ ------ ------
Net income from operations
before minority interests 30,431 24,476 52,262 47,131
Minority interests 396 (8) 578 (367)
--- --- --- -----
Net income $30,035 $24,484 $51,684 $47,498
======= ======= ======= =======
Per share (primary) $ .39 $ .33 $ .68 $ .64
Average shares outstanding 77,287 73,842 75,945 73,946
Per share (fully diluted) $ .38 $ .32 $ .66 $ .63
Average shares outstanding 81,984 80,915 81,808 80,984
Systemwide Sales (c):
Staffing Services $511,130 $406,859 $996,371 $783,174
HealthCare Services 465,609 400,239 925,663 792,672
------- ------- ------- -------
Total $976,739 $807,098 $1,922,034 $1,575,846
======== ======== ========== ==========
(a) Service sales, franchise fees, management fees and other income
(b) Quantum Health Resources, Inc.'s first quarter 1996 charge of $5.5 million
($3.2 million, net of tax) related to settlement of certain shareholder
litigation
(c) Sales generated by Company, licensed and franchised offices, and
hospital-based home health agencies under management
