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
March 13, 1996 (March 30, 1995)
- --------------------------------------------------------------
Date of Report (Date of earliest event reported)
OLSTEN CORPORATION
- --------------------------------------------------------------
(Exact name of registrant as specified in 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>
ITEM 5. OTHER EVENTS
- ------ ------------
The Company reports the following transactions:
1. In March 1995, the Company acquired a 50.1 percent interest
in Norsk Personal A.S. for $24.8 million in cash.
2. In June 1995, the Company completed the acquisition of
Americare for $7.7 million in cash.
3. In August 1995, the Company acquired P.J. Ward Associates,
Ltd. for $3.7 million in cash.
4. In September 1995, the Company acquired a 65 percent
interest in Ready Office, S.A. for $2.7 million in cash.
5. In September 1995, the Company completed a single
transaction involving the purchase of Nurse's House Call, the
home health care business of Hooper Holmes, Inc., for $72.6
million, and the sale of the stock of its wholly-owned
subsidiary, ASB Meditest, for $40.6 million. The difference in
value was settled for $32 million in cash.
6. In November 1995, the Company acquired certain operations
of the CareOne Group for $22.4 million in cash.
7. In January 1996, the Company purchased OFFiS Unternehmen fur
Zeitarbeit GmbH & Co. KG (OFFiS) for $47.5 million in cash.
8. In January 1996, the Company purchased Kontorsjouren AB for
$7 million in cash.
9. In January 1996, the Company purchased 271933 Alberta, Ltd.
for $1.3 million in cash.
10. In February 1996, the Company purchased Top Notch Temporary
Services, Inc. and MultiForce Temporary Services, Inc. for $5.5
million in cash plus net assets acquired of approximately $4
million.
11. In February 1996, the Company purchased PartnersFirst
Management, Inc. for $10.7 million in cash.
12. In March 1996, the Company agreed to acquire ARMS, Inc. for
$15 million in cash.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------ ---------------------------------
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AND STATEMENT OF INCOME
(In thousands, except share amounts)
The following unaudited Pro Forma Consolidated Balance Sheet as
of December 31, 1995 consolidates the historical Balance Sheet
of the Company, and the 1996 acquisitions summarized in Note 2
as if the acquisitions closed on December 31, 1995. The
unaudited Pro Forma Consolidated Statement of Income for the year
ended December 31, 1995 consolidates the historical statement of
income of the Company, and the acquisitions summarized in Note
2 as if the acquisitions closed on January 2, 1995. Historical
results of the Company have been previously restated to combine
the operations of Olsten and IMI Systems, Inc., pursuant to the
acquisition on August 2, 1995, which was accounted for as a
pooling of interests. The unaudited Pro Forma Consolidated
Balance Sheet and Statement of Income should be read in
conjunction with the historical financial statements and related
notes thereto of the Company that have been audited and which are
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995. In the opinion of management, all
adjustments necessary to reflect the acquisitions have been made.
The unaudited Pro Forma Consolidated Balance Sheet and Statement
of Income are not necessarily indicative of what the actual
financial results would have been had the transactions occurred
at the dates indicated and do not purport to indicate the
financial results of future periods.
<PAGE>
<TABLE>
<CAPTION> Unaudited Pro Forma Consolidated Balance Sheet
(In thousands)
As of December 31, 1995
Olsten Pro Forma
Historical Acquisitions Consolidated
---------- ------------ ------------
(2)
<S> <C> <C> <C>
ASSETS
Current assets
Cash $40,049 ($4,772) $35,277
Receivables, net 430,919 31,697 462,616
Prepaid expenses and
other current assets 37,935 3,687 41,622
-------- ------- -------
Total current assets 508,903 30,612 539,515
Fixed assets, net 92,879 6,597 99,476
Intangibles, net 283,089 73,309 356,398
Other assets 7,047 406 7,453
-------- ------- -------
$891,918 $110,924 $1,002,842
-------- -------- ----------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities
Accrued expenses $72,202 $19,121 $91,323
Payroll and
related taxes 49,434 11,998 61,432
Insurance costs 34,948 1,053 36,001
Accounts payable 24,391 858 25,249
-------- ------- -------
Total current
liabilities 180,975 33,030 214,005
Long-term debt 180,780 77,536 258,316
Other liabilities 58,118 358 58,476
Shareholders' equity (7)
Common stock 5,043 - 5,043
Class B common stock 1,391 - 1,391
Additional paid-in
capital 238,645 - 238,645
Retained earnings 228,721 - 228,721
Cumulative trans-
lation adjustment (1,755) - (1,755)
-------- ------- --------
Total shareholders'
equity 472,045 - 472,045
-------- ------- -------
$891,918 $110,924 $1,002,842
-------- -------- ----------
<PAGE>
<CAPTION> Unaudited Pro Forma Consolidated Statement of Income
(In thousands, except share amounts)
Year ended December 31, 1995
Olsten Pro Forma
Historical Acquisitions* Adjustments Consolidated
----------- ------------- ----------- -------------
(1) (2)
<S> <C> <C> <C> <C>
Service sales,
franchise fees,
management
fees and other
income $2,518,875 $289,729 - $2,808,604
Cost of services
sold 1,757,319 228,091 - 1,985,410
---------- ------- ------ ---------
Gross profit 761,556 61,638 - 823,194
Selling, general
and administra-
tive expenses 600,607 48,671 ($4,500)(3) 649,465
4,687 (4)
Interest expense,
net 4,761 205 9,087 (5) 14,053
----- --- ------ ------
Income before
income taxes
and minority
interests 156,188 12,762 (9,274) 159,676
Income taxes 64,568 5,986 (3,849)(6) 66,705
------ ----- ------ ------
Net income
before
minority
interests 91,620 6,776 (5,425) 92,971
Minority
interests 1,151 717 - 1,868
----- --- ------ -----
Net income $90,469 $6,059 ($5,425) $91,103
------- ------ ------ ------
Per share
(primary)(7):
Net income $1.39 $1.40
----- ----
Average shares 65,108 65,108
------ ------
Per share
(fully
diluted)(7):
Net income $1.33 $1.34
---- ----
Average shares 70,704 70,704
------ ------
*Net of operating results of ASB Meditest.
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
BALANCE SHEET AND STATEMENT OF INCOME
(1) The historical amounts for the year ended December 31, 1995 include the
results of operations of the acquired businesses from their respective dates of
acquisition.
(2) The following acquisitions have been accounted for under the purchase
method of accounting:
In March 1995, the Company acquired a 50.1 percent interest in Norsk
Personal A.S. for $24.8 million in cash. Norsk Personal is Norway's
second largest staffing services company.
In June 1995, the Company completed the acquisition of Americare for $7.7
million in cash, which provides home nursing, infusion therapy and medical
equipment.
In August 1995, the Company purchased P.J. Ward Associates, Ltd., a
Toronto-based leader in Canadian information technology services, for $3.7
million in cash.
In September 1995, the Company acquired a 65 percent interest in Ready
Office, S.A., Argentina's oldest and largest independent staffing services
company, for $2.7 million in cash.
In September 1995, the Company completed a single transaction involving
the purchase of Nurse's House Call, the home health care business of
Hooper Holmes, Inc., for $72.6 million and the sale of the stock of its
wholly-owned subsidiary, ASB Meditest, which provides mobile diagnostic,
paramedical and occupational health services, for $40.6 million. The
difference in value was settled for $32 million in cash.
In November 1995, the Company acquired certain operations of the CareOne
Group for $22.4 million in cash.
In January 1996, the Company purchased OFFiS Unternehmen fur Zeitarbeit
GmbH & Co. KG (OFFiS), Germany's third-largest staffing services company,
for $47.5 million in cash.
In January 1996, the Company acquired Kontorsjouren AB, Sweden's third-
largest staffing services company, for $7 million in cash.
In January 1996, the Company purchased 271933 Alberta Ltd., a Canadian
provider of home health care, for $1.3 in cash.
In February 1996, the Company purchased Top Notch Temporary Services, Inc.
and MultiForce Temporary Services, Inc., comprising the largest privately
held staffing operation in the Commonwealth of Puerto Rico, for $5.5
million in cash plus net assets acquired of approximately $4 million.
In February 1996, the Company purchased PartnersFirst Management Inc., a
hospital based home health agency, for $10.7 million in cash.
In March 1996, the Company agreed to acquire ARMS, Inc., an information
technology services company, for $15 million in cash.
(3) Reflects the elimination of certain corporate overhead expenses previously
allocated to Nurse's House Call, which will not have a continuing impact on the
consolidated entity.
(4) Represents amortization of excess purchase price of $148 million over net
book value of assets acquired, which is being amortized over lives ranging from
10 to 40 years, on a straight-line basis.
(5) Represents the sum of eliminating interest income associated with $85
million in cash paid for certain of the acquisitions and interest expense on
debt associated with financing the remaining $99 million in acquisitions.
(6) The adjustment to income taxes is based on income before income taxes and
minority interests using the applicable income tax rate.
(7) The per share information has been retroactively restated for the three-
for-two stock split declared on February 16, 1996.
<PAGE>
<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.
OLSTEN CORPORATION
(REGISTRANT)
Date: March 13, 1996 By: /s/ Laurin L. Laderoute, Jr.
Laurin L. Laderoute, Jr.
Vice President
