SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------------------
AMENDMENT NO. 1 ON 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):
March 26, 1997
________________________________________
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9786 04-2925809
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
1275 Hammerwood Avenue
Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
<PAGE>
FORM 8-K/A
Item 2. Acquisition or Disposition of Assets
On March 26, 1997, Thermo Instrument Systems Inc. (the "Company")
acquired 166,557,897 shares (or approximately 95%) of Life Sciences
International PLC ("Life Sciences"), a London Stock Exchange-listed
company, for 135 pence per share (approximately $2.15 per share, or an
aggregate of approximately $362.7 million, including related expenses) in
completion of the Company's offer to acquire all of the outstanding shares
of Life Sciences. The Company became unconditionally obligated to acquire
these shares on March 12, 1997, after the Company declared the offer
unconditional in all respects. The Company expects to acquire the Life
Sciences shares that remain outstanding for 135 pence per share pursuant to
the compulsory acquisition rules applicable to United Kingdom companies. In
addition, in April and June 1997 the Company repaid approximately $105
million of Life Sciences' debt.
To partially finance the acquisition of Life Sciences, the Company
borrowed $210.0 million from Thermo Electron Corporation ("Thermo
Electron"), the Company's parent corporation, pursuant to a promissory note
due March 1999, and bearing interest at the Commercial Paper Composite Rate
plus 25 basis points, set at the beginning of each quarter.
The Company has no present intention to use the plant, equipment, or
other physical property acquired for purposes materially different from the
purposes for which such assets were used prior to the acquisition. The
Company will review the businesses of Life Sciences and their assets,
corporate structure, capitalization, operations, properties, policies,
management and personnel. The Company may develop plans or proposals,
including mergers, transfers of a material amount of assets or other
transactions or changes relating to the acquired businesses. Any such
transaction might involve Thermo Electron or another subsidiary of Thermo
Electron or the Company.
2PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired
Attached hereto.
3PAGE
<PAGE>
LIFE SCIENCES INTERNATIONAL PLC
(registered no. 1417123)
REPORT AND ACCOUNTS
for the year ended 31st December 1996
PAGE
<PAGE>
REPORT OF THE AUDITORS'
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF LIFE SCIENCES INTERNATIONAL PLC
We have audited the accompanying consolidated balance sheet of Life
Sciences International PLC and subsidiaries as at 31 December 1996, and
the related consolidated profit and loss account and cash flow statement
for the year ended 31 December 1996. These consolidated financial
statements are the responsibility of the management of Life Sciences
International PLC. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United Kingdom and in the United States of America. 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 audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Life
Sciences International PLC and its subsidiaries at 31 December 1996, and
the results of their operations and their cash flows for the year ended
31 December 1996, in conformity with generally accepted accounting
principles in the United Kingdom.
KPMG Audit Plc
London, England
10 February 1997
2PAGE
<PAGE>
GROUP PROFIT AND LOSS ACCOUNT
for the year ended 31 December
(In thousands of British pounds sterling)
1996
-----------------------------------------
Exceptional Other
restructuring exceptional
costs items Total
------------------------------------------------------------------------
Note
------------------------------------------------------------------------
Sales 2 229,973 - - 229,973
Cost of Sales 3 (139,357) - - (139,357)
-------- ------ ------- --------
Gross profit 90,616 - - 90,616
Distribution costs 3 (40,787) - - (40,787)
Administrative
expenses 3 (19,277) (7,002) - (26,279)
-------- ------ ------- --------
Operating profit 3 30,552 (7,002) - 23,550
Net interest
receivable/(payable)
and other similar
items 5 (3,353) - 3,693 340
-------- ------ ------- --------
Profit on ordinary
activities before
taxation 2 27,199 (7,002) 3,693 23,890
Taxation 6 (9,512) 1,807 (1,073) (8,778)
-------- ------ ------- --------
Profit on ordinary
activities after
taxation 17,687 (5,195) 2,620 15,112
Dividends 8 (8,032) (8,032)
-------- ------ ------- --------
Retained profit for
the year 20 9,655 (5,195) 2,620 7,080
======== ====== ======= ========
Earnings per share
- basic 9 10.1p (2.9p) 1.5p 8.7p
- fully diluted 9 10.0p (2.8p) 1.4p 8.6p
Dividend per share 8 4.6p
The group made no material acquisitions nor discontinued any operations
within the meaning of Financial Reporting Standard 3 during 1996.
Therefore turnover and operating profit derive entirely from continuing
operations.
3PAGE
<PAGE>
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
(In thousands of British pounds sterling)
Note 1996
------------------------------------------------------------------------
Profit on ordinary activities
after taxation 15,112
Unrealised currency retranslation 18 (5,987)
------
Total recognised gains and losses
relating to the year 9,125
======
There is no material difference between the group results as reported and
on a historical cost basis. Accordingly, no note of historical cost
profit and losses has been prepared.
The notes on pages 10 to 29 form part of these accounts.
4PAGE
<PAGE>
BALANCE SHEETS
at 31 December
(In thousands of British pounds sterling)
Group Company
Note 1996 1996
------------------------------------------------------------------------
Fixed assets
Intangible assets 10 351 -
Tangible assets 11 37,072 25
Investments 12 - 139,266
------- -------
37,423 139,291
------- -------
Current assets
Stock 13 39,641 -
Debtors 14 51,103 18,345
Cash at bank and in hand 36,702 13,209
------- -------
127,446 31,554
------- -------
Current liabilities
Creditors: amounts falling due
within one year 15 (45,702) (11,740)
------- -------
Net current assets 81,744 19,814
------- -------
Total assets less current
liabilities 119,167 159,105
------- -------
Creditors: amounts falling due
after more than one year 16 (64,374) (61,357)
Provisions for liabilities and
charges 17 (7,002) -
------- -------
Net assets 47,791 97,748
======= =======
Capital and reserves
Called up share capital 19 17,471 17,471
Share premium account 20 47,950 47,950
Other reserves 20 (85,100) 29,630
Profit and loss account 20 67,470 2,697
------- -------
Shareholders' funds - all equity 47,791 97,748
======= =======
Approved by the Board on 10 February 1997 and signed on its behalf by:
Sir Christopher Bland
Directors
C.P. Triniman
The notes on pages 10 to 29 form part of these accounts.
5PAGE
<PAGE>
GROUP CASH FLOW STATEMENT
for the year ended 31 December
(In thousands of British pounds sterling)
Note 1996
------------------------------------------------------------------------
Net cash inflow from operating
activities A 31,647
Returns on investments and servicing
of finance:
Interest received 1,574
Proceeds on liquidation of foreign
exchange contracts 3,693
Interest paid (4,764)
Dividends paid (7,515)
------
Net cash outflow from returns on
investments and servicing of finance (7,012)
------
Taxation 24,635
Tax paid - UK corporation tax (2,680)
- Overseas taxation (4,969)
------
Total tax paid (7,649)
Investing activities:
Purchase of subsidiary undertakings B (31)
Sale of subsidiary undertaking G 190
Expenditure on land and buildings (1,334)
Purchases of fixed assets A (6,435)
Receipts from disposal of fixed assets A 31
------
Net cash outflow from investing
activities (7,579)
------
Net cash inflow/(outflow) before
financing 9,407
Financing:
Issue of ordinary share capital F 97
Expenses paid in connection with share
issues F (18)
(Decrease)/increase in loans due after
three months F (140)
Capital element of finance lease rental
payments (11)
Decrease in cash deposits maturing
after three months E -
------
Net cash (outflow)/inflow from financing (72)
------
Increase in cash and cash equivalents D 9,335
======
The notes on pages 10 to 29 from part of these accounts.
6PAGE
<PAGE>
NOTES TO THE GROUP CASH FLOW STATEMENT
A Reconciliation of Operating profit to net cash inflow from operating
activities (In thousands of British pounds sterling)
1996
------------------------------------------------------------------------
Operating profit 23,550
Depreciation charges 6,019
Loss on sale of tangible fixed assets 168
Profit on disposal of subsidiary
undertaking (169)
Increase in stocks (2,208)
Decrease/(increase) in debtors (2,044)
Increase in creditors & provisions 6,331
------
2,079
------
Net cash inflow from operating activities 31,647
Purchase of fixed assets (net) (6,404)
------
Operating cash flow 25,243
======
Operating cash flow as a percentage of
operating profit 107%
Operating cash flow is cash generated from operations after managing
working capital and replacing and investing in fixed assets other than
land and buildings.
B Purchase of subsidiary undertakings (In thousands of British pounds
sterling)
1996
------------------------------------------------------------------------
Net assets acquired
Goodwill 368
Tangible fixed assets 70
Stocks 97
Debtors 9
Creditors (102)
Cash 16
----
458
====
Satisfied by
Cash (47)
Prior investment previously held as current asset (411)
----
(458)
====
7PAGE
<PAGE>
NOTES TO THE GROUP CASH FLOW STATEMENT
C Analysis of net outflow of cash and cash equivalents in respect of
the purchase of subsidiary undertakings (In thousands of British pounds
sterling)
1996
------------------------------------------------------------------------
Cash consideration (note B) (47)
Cash of acquired subsidiary undertaking 16
Deferred consideration paid in respect of prior years
acquisitions -
----
Net outflow of cash and cash equivalents in respect of
the purchase of subsidiaries (31)
====
D Analysis of changes in cash and cash equivalents
during the year (In thousands of British pounds sterling)
1996
------------------------------------------------------------------------
Balance at 1 January 29,656
Net cash inflow before adjustments for the effect of
foreign exchange rate changes 9,335
Effect of foreign exchange rate changes (2,416)
------
Balance at 31 December 36,575
======
E Analysis of balances of cash and cash equivalents
as shown in the balance sheet (In thousands of British pounds sterling)
1996
------------------------------------------------------------------------
Cash at bank and in hand 36,702
Bank loans and overdrafts due within three months (127)
------
36,575
======
F Analysis of change in financing during the year (In thousands of
British pounds sterling)
Loans due
after more
Share Share than three
capital premium months
------------------------------------------------------------------------
Balance at 1 January 1996 17,444 47,898 70,884
Adjustment in respect of scrip alternative 15 (15) -
Cash inflow/(outflow) from financing
(net of expenses) 12 67 (140)
Effect of foreign exchange rate changes - - (6,890)
------ ------ ------
Balance at 31 December 1996 17,471 47,950 63,854
====== ====== ======
8PAGE
<PAGE>
NOTES TO THE GROUP CASH FLOW STATEMENT
G Sale of subsidiary undertaking (In thousands of British pounds
sterling)
1996
------------------------------------------------------------------------
Net assets sold
Discount (taken at time of acquisition) (166)
Tangible fixed assets 249
Stocks -
Debtors 14
Creditors (76)
Cash -
Profit on disposal 169
------
190
======
Satisfied by
Cash 190
======
9PAGE
<PAGE>
NOTES TO THE ACCOUNTS
1 Accounting policies
(a) Basis of preparation and consolidation
(i) The accounts have been prepared under the historical cost
convention and in accordance with applicable accounting standards.
(ii) The consolidated accounts comprise the accounts of the Company and
its subsidiaries made up to 31st December.
(iii)Where subsidiaries are purchased or sold, their results are
included from or up to the effective date of acquisition or
disposal respectively.
(iv) Goodwill arising on the acquisition of subsidiaries is written off
directly against reserves. Goodwill, being the excess of purchase
consideration over fair value of net tangible assets acquired, is
calculated after taking account of any deferred consideration
payable, as estimated by the directors.
(b) Sales
Sales are those to third parties, net of trade discounts, VAT and similar
overseas sales taxes.
(c) Stock
Stock is stated at the lower of cost and estimated net realisable value
to the Group. Cost comprises purchase price of materials, direct labour
costs and an appropriate proportion of overheads.
(d) Depreciation
No depreciation is provided on freehold land.
Leasehold expenditure is amortised so as to write off such expenditure on
a straight-line basis over the life of the relevant lease or 65 years,
whichever is the shorter.
Depreciation of other fixed assets is provided at various rates on a
straight-line basis on cost or subsequent valuation in order to write off
the assets over their useful lives, estimated to be between 3 and 15
years.
(e) Research and development expenditure
Research and development expenditure is not capitalised but charged
against profit and loss account as it is incurred.
(f) Foreign currencies
Assets and liabilities in foreign currencies are translated at the rates
of exchange ruling at each year end. Overseas subsidiaries' profit and
loss accounts are translated at average rates for the year.
Exchange differences arising from the retranslation at the closing rate
of the opening net investment in overseas subsidiaries and the profit and
loss account for the year are shown as a movement on capital reserve.
10PAGE
<PAGE>
NOTES TO THE ACCOUNTS
1 Accounting policies (cont.)
(g) Deferred taxation
Provision is made for taxation deferred in respect of timing differences
where, in the opinion of the directors, such timing differences are
likely to reverse in the foreseeable future.
(h) Leased assets
Assets obtained under hire purchase contracts and finance leases are
capitalised and depreciated over their useful lives. The interest element
of the rentals is charged to profit and loss account over the period of
the contract. Rentals paid under operating leases are charged to income
as incurred.
(i) Pension benefits
The Group operates a number of pension schemes throughout the world, both
defined benefit and defined contribution schemes. The assets of these
schemes are not included in the consolidated accounts.
Contributions paid to defined benefit schemes operated by the Group are
based upon the recommendations of qualified actuaries and have been
charged against profits on a systematic basis over the expected remaining
service lives of participating employees. Independent actuarial
valuations of defined benefit schemes are made at least every three
years. Contributions paid to defined contribution schemes are charged to
the profit and loss account in the period in which they arise.
(j) Scrip dividends
The amounts of dividends taken as shares instead of in cash pursuant to
scrip dividend offers are added back to reserves. The nominal value of
shares issued pursuant to such offers is funded out of the share premium
account.
2 Segmental information
The Group operates in one business segment, being the manufacture and
supply of scientific equipment and consumables. Within this business
segment the Group identifies four distinct market sub-sets and has
organised itself as four corresponding groups: Laboratory Products;
Clinical Products; BioSystems Products; and Industrial Products. A broad
analysis of sales by each group is as follows:
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
Turnover - by product Group
Laboratory Products Group 91,889
Clinical Products Group 45,276
BioSystems Group 52,131
Industrial Products Group 40,677
-------
229,973
=======
11PAGE
<PAGE>
NOTES TO THE ACCOUNTS
2 Segmental information (cont.)
The geographical analysis of sales, profits before tax and net assets is
as follows:
Turnover
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
(a) By location of customer
United Kingdom 15,690
Finland 3,542
Rest of Europe 50,361
USA 117,655
Canada 3,982
Far East and Australasia 27,099
South America, Africa and Middle East 11,644
-------
229,973
=======
Profits
before
Turnover tax
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
(b) By manufacturing source:
United Kingdom 43,802 4,289
Finland 32,421 4,083
USA 153,750 22,970
------- -------
229,973 31,342
------- -------
Other net charges and financing costs/income (7,452)
-------
Profit on ordinary activities before taxation 23,890
=======
Geographical analysis of net assets
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
United Kingdom 10,048
Finland 20,688
USA 56,933
Other (5,599)
Restructuring provision (7,000)
-------
75,070
Net financial liabilities (27,279)
-------
Total net assets 47,791
=======
12PAGE
<PAGE>
NOTES TO THE ACCOUNTS
3 Operating profit
Operating profit is stated after charging the following amounts relating
to acquisitions: cost of sales 53,000 British pounds sterling,
distribution costs 11,000 British pounds sterling and administrative
expenses 23,000 British pounds sterling.
Trading profit is also stated after charging the following:
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
Depreciation 6,019
Net loss on sale of fixed assets 168
Profit on disposal of subsidiary undertaking (169)
Operating lease rentals 1,802
Research and development 13,085
Auditors' remuneration - for audit work 328
- other services 49
Hire of plant and machinery 1,294
In addition to the sums stated above a further nil British pounds
sterling was paid to the Group's auditors in respect of acquisition
advisory work undertaken during the period.
4 Directors and employees
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
(a) Staff costs during the year (all employees):
Wages and salaries 63,791
Social security costs 7,362
Other pension costs (see note 23) 2,804
-------
73,957
=======
1996
------------------------------------------------------------------------
(b) The weighted average weekly number of persons employed during the
year:
By function:
Manufacturing operations 1,863
Selling and distribution 608
Managerial and administration 325
-------
2,796
=======
13PAGE
<PAGE>
NOTES TO THE ACCOUNTS
4 Directors and employees (cont.)
1996
------------------------------------------------------------------------
By group:
Laboratory Products Group 994
Clinical Products Group 538
BioSystems Group 603
Industrial Products Group 646
Corporate 15
-----
2,796
=====
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
(c) Directors' remuneration
Fees 78
Other emoluments - salaries 631
- pension contributions 3
- performance related bonuses* 164
- benefits in kind 27
-----
903
=====
* Bonuses are paid to executive directors, other than the Chairman, based
principally on the achievement of pre-defined group or divisional
financial targets as appropriate. The Chairman's bonus arrangements
are described in the Directors' Report.
(d) The following number of directors had emoluments for the year
(excluding pension contributions) within the bands stated:
1996
------------------------------------------------------------------------
British pounds sterling
-----------------------
10,001 to 15,000 3
25,001 to 30,000 -
30,001 to 35,000 1
45,001 to 50,000 -
90,001 to 95,000 1
105,001 to 110,000 -
125,001 to 130,000 1
130,001 to 135,000 1
155,001 to 160,000 -
180,001 to 185,000 -
190,001 to 195,000 1
280,001 to 285,000 1
14PAGE
<PAGE>
NOTES TO THE ACCOUNTS
4 Directors and employees (cont.)
Salary & Annual 1996
(In British pounds sterling) fees bonus Benefits Total
------------------------------------------------------------------------
Chairman
Sir Christopher Bland 32,500 - - 32,500
Executive:
R Pigliucci 194,275 89,172 - 283,447
AC Bebbington 116,456 13,607 - 130,063
SJ Constantine 100,000 18,315 8,077 126,392
JO Jacobson 150,759 30,147 10,429 191,335
CP Triniman 70,000 12,688 8,544 91,232
Non-Executive
Professor Sir Colin Dollery 15,000 - - 15,000
Dr KD Noonan 15,000 - - 15,000
CD Stewart-Smith 15,000 - - 15,000
The figures set out above relate only to the period of each Director's
membership of the Board. Directors were members of the Board throughout
the year except R. Pigliucci who was appointed on 1 March 1996.
Benefits include car expenses and medical insurance.
In 1996 the Company accepted a charge of 12,500 British pounds sterling
from NFC plc, of which Sir Christopher Bland is Chairman, being the
assessed proportion of office support costs incurred in the ordinary
course of business by NFC plc on behalf of the Company.
No pension contributions were paid in the year in respect of either the
Chairman or highest paid UK Director.
5 Interest and similar items
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
Interest payable
On bank loans and overdrafts (4,632)
On other loans (241)
------
(4,873)
Deposit interest receivable 1,520
Other interest receivable* -
------
Net interest payable (3,353)
------
Profit on liquidation of foreign exchange contracts
relating to future periods 3,693
------
Net interest receivable/(payable) and similar items 340
======
* Other interest relates to interest received on late payment of trade
debtors.
15PAGE
<PAGE>
NOTES TO THE ACCOUNTS
6 Taxation
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
The amount charged for the year is made up as follows:
UK corporation tax at 33% (1995: 33%) (3,762)
UK corporation tax adjustment of prior
year accrual 984
Overseas tax (7,403)
Deferred tax 1,403
------
(8,778)
======
Included within the above tax charge of 8.8 million British pounds
sterling, is a deferred tax credit of 1.8 million British pounds sterling
in respect of exceptional items. The Group's effective tax rate for the
year ended 31 December 1996 is 37%, the increase is due to timing
differences on certain exceptional items for which no deferred tax asset
is recognised.
7 Profit attributable to shareholders
Profit for the year after tax dealt with in the accounts of Life Sciences
International PLC was 6,936,000 British pounds sterling. As permitted by
the Companies Act 1985 no separate profit and loss account is presented
for the parent company.
8 Dividends
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
The following dividends have been paid or proposed:
Ordinary shares:
Interim, paid 8 November 1996: 1.6p (2,794)
Proposed second interim dividend, in lieu of final,
payable on a date to be decided: 3.0p (5,238)
------
(8,032)
======
In 1995, a full charge was made for the cost of the final dividend but
the actual amounts paid were subsequently reduced by 62,000 British
pounds sterling in respect of shareholder elections to receive shares in
lieu of cash dividends. This amount together with similar savings of
102,000 British pounds sterling relating to the 1996 interim dividend
have been shown as adjustments to reserves (see note 20) in accordance
with the recommendations of the Accounting Standards Board.
9 Earnings per share
Basic earnings per share of 8.7p are calculated on Group profit after
taxation of 15,112,000 British pounds sterling and on 174,570,693
ordinary shares, being the weighted average number of shares in issue
16PAGE
<PAGE>
NOTES TO THE ACCOUNTS
9 Earnings per share (cont.)
during the year. Fully diluted earnings per share of 8.6p assume the
exercise of share options, and are based on a weighted average number of
shares of 183,607,534. Additional information on earnings per share has
been provided in order that the effects of exceptional items on reported
earnings can be fully appreciated.
10 Intangible assets
(In thousands of Accumulated
British pounds sterling) Licences Amortisation Net
------------------------------------------------------------------------
At 1 January 1996 - - -
Increases in year 351 - 351
Decreases in year - - -
Exchange adjustments - - -
----- ----- -----
At 31 December 1996 351 - 351
===== ===== =====
17PAGE
<PAGE>
NOTES TO THE ACCOUNTS
11 Tangible assets
Company
Group Total
(In thousands of Land Plant Fixtures fixtures
British pounds and and and and
sterling) buildings machinery fittings Total fittings
------------------------------------------------------------------------
(a) Cost:
At 1 January 1996 24,443 23,790 10,582 58,815 137
Additions
arising from
acquisitions - 29 41 70 -
Other additions 1,334 4,355 1,729 7,418 16
Disposals (444) (830) (552) (1,826) (34)
Currency
retranslation (2,392) (2,622) (825) (5,839) -
------ ------- ------ ------- -----
At 31 December
1996 22,941 24,722 10,975 58,638 119
------ ------- ------ ------- -----
Depreciation:
At 1 January 1996 (3,538) (9,858) (5,578) (18,974) (115)
Charged in year (987) (3,241) (1,791) (6,019) (13)
Disposals 113 769 509 1,391 34
Currency
retranslation 439 1,126 471 2,036 -
------ ------- ------ ------- -----
At 31 December
1996 (3,973) (11,204) (6,389) (21,566) (94)
------ ------- ------ ------- -----
Net book value:
At 31 December
1996 18,968 13,518 4,586 37,072 25
====== ======= ====== ======= =====
Included above are assets acquired under finance leases in respect of
which, at 31 December 1996 the net book value was 144,000 British pounds
sterling after charging 58,000 British pounds sterling depreciation for
the year.
(b) Land and buildings shown in (a) above comprise:
(In thousands of Short
British pounds sterling) Freehold leasehold Total
------------------------------------------------------------------------
Cost 21,080 2,370 23,450
Depreciation (3,880) (601) (4,481)
------ ------ ------
Net book value:
At 31 December 1996 17,200 1,769 18,969
====== ====== ======
Included above is 2,623,000 British pounds sterling in respect of land on
which no depreciation has been charged.
18PAGE
<PAGE>
NOTES TO THE ACCOUNTS
11 Tangible assets (cont.)
Future capital expenditure not provided in the accounts
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
Authorised at 31 December
Contracted 290 125
Not contracted 114 -
12 Investments
Company
Investments in subsidiary undertakings (see note 26)
(In thousands of Shares
British pounds sterling) at cost Loans Provision Net
------------------------------------------------------------------------
At 1 January 1996 16,261 136,885 (3,463) 149,683
Increases in year - - - -
Decreases in year (117) (3,110) - (3,227)
Exchange adjustments - (7,190) - (7,190)
------- ------- ------- -------
At 31 December 1996 16,144 126,585 (3,463) 139,266
======= ======= ======= =======
13 Stock
Group
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
Raw materials 16,127
Work in progress 4,670
Finished goods 18,844
-------
39,641
=======
19PAGE
<PAGE>
NOTES TO THE ACCOUNTS
14 Debtors
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
Amounts falling due within one year
Trade debtors 41,886 -
Amounts owed by subsidiary undertakings - 14,472
Other debtors 2,793 1,902
Advance corporation tax recoverable 548 548
Overseas taxes recoverable - -
Deferred tax recoverable (see note 17) 1,380 -
Prepayments and accrued income 3,041 113
------- -------
49,648 17,035
======= =======
Amounts falling due after more than one year
Other debtors 145 -
Advance corporation tax recoverable 1,310 1,310
------- -------
51,103 18,345
======= =======
15 Creditors: amounts falling due within one year
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
Bank loans and overdrafts (see note 16) (492) -
Trade creditors (10,635) -
Bills of exchange payable (6) -
Amounts owed to subsidiary undertakings - (2,225)
Advance corporation tax (1,985) (1,985)
Corporation tax (2,343) (921)
Overseas taxes (7,690) -
Other creditors and social security (3,038) (92)
Accruals and deferred income (14,247) (1,279)
Proposed ordinary dividend (5,238) (5,238)
Obligations under finance leases (28) -
------- -------
(45,702) (11,740)
======= =======
20PAGE
<PAGE>
NOTES TO THE ACCOUNTS
16 Creditors: amounts falling due after more than one year
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
Bank loans and overdrafts
Repayable: within one year (492) -
between one and two years (493) -
between two and five years (62,103) (61,357)
in five years or more (893) -
------- -------
Total loans* (63,981) (61,357)
Less: amounts repayable within one
year (see note 15) 492 -
------- -------
(63,489) (61,357)
Add: other amounts due after more than one year:
obligations under finance leases (94) -
other creditors and accruals (791) -
------- -------
(64,374) (61,357)
======= =======
*Being: +Secured (2,497) -
Unsecured (61,484) (61,357)
------- -------
(63,981) (61,357)
======= =======
+These loans and overdrafts are secured by charges on the assets of
certain companies.
The above includes loans not wholly repayable
within five years totalling: (893) -
------- -------
At a weighted average rate of interest of: 3.6% -
------- -------
17 Provisions for liabilities and charges
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
Restructuring provision (see note below) (7,002) -
Deferred taxation (see note below) - -
------- -------
(7,002) -
======= =======
The provision for restructuring costs
in 1996 can be analysed as follows:
Cost of redundancy, relocation, transition
and re-engineering (4,316)
Property provisions and asset write downs (2,411)
Other (275)
------
(7,002)
======
21PAGE
<PAGE>
NOTES TO THE ACCOUNTS
17 Provisions for liabilities and charges (cont.)
The implementation of the restructuring initiatives is planned to take
place over a period of time. Associated cash flows will be spread
throughout that period dependent upon the degree of time and resource
necessarily required to ensure a complete and successful transition.
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
The provision for deferred taxation relates to:
Accelerated capital allowances and other
timing differences 1,380 -
Advance corporation tax available for offset - -
------- -------
1,380 -
======= =======
No provision has been made for taxation that would arise in the event of
certain subsidiaries distributing their reserves.
18 Reconciliation of movements in shareholders' funds
Group Company
(In thousands of British pounds sterling) 1996 1996
------------------------------------------------------------------------
Profit on ordinary activities after taxation
& before dividend income 15,112 3,686
Dividend receivable from Group undertaking - 3,250
Dividends payable (8,032) (8,032)
------- -------
Retained profit/(loss) for the year 7,080 (1,096)
Other recognised gains and losses relating
to the year* (5,987) (427)
New share capital subscribed (net of expenses) 79 79
Goodwill written off (368) -
Write back of discount on acquisition (166) -
Adjustment in respect of scrip alternative 164 164
------- -------
Net (reduction)/addition to shareholders'
funds 802 (1,280)
Opening shareholders' funds 46,989 99,028
------- -------
Closing shareholders' funds 47,791 97,748
======= =======
*This movement represents the retranslation of opening net assets and
profits for the year denominated in foreign currencies to year end
exchange rates from opening and average rates respectively.
22PAGE
<PAGE>
NOTES TO THE ACCOUNTS
19 Share capital
(In thousands of British pounds sterling) 1996
------------------------------------------------------------------------
(a) Authorised
230,412,400 ordinary shares of 10p each 23,041
26,237 8% cumulative convertible redeemable
preference shares of 1 British pounds
sterling each 26
-------
23,067
=======
(b) Issued and fully paid
174,706,535 ordinary shares of 10p each 17,471
=======
(c) Allotments during the year
During the year, ordinary shares of 10p each with an aggregate nominal
value of 26,539 British pounds sterling were allotted as follows:
(i) 152,207 shares were allotted pursuant to elections under scrip
dividend offers;
(ii)113,179 shares were allotted pursuant to the exercise of options
under the Company's Share Option Schemes, for an aggregate
consideration of 96,916 British pounds sterling.
(d) Grants of options
During the year, options over the Company's ordinary shares were granted
as follows:
(i) Over 1,106,540 shares under the 1990 Executive Share Option Scheme
at a subscription price of 111p per share;
(ii)Over 79,000 shares under the 1985 Executive Share Option Scheme at a
subscription price of 111p per share.
(e) Options outstanding
At 31 December 1996 options granted under the Company's Share Option
Schemes were outstanding as follows:
Exercisable in
Number of shares Subscription Normal
1996 Price circumstances
------------------------------------------------------------------------
1990 Executive
Share Option
Scheme 6,096,359 From 86p to 155p From 1997 to 2006
1985 Executive
Share Option
Scheme 2,147,973 From 26.5p to 153p From 1997 to 2006
Savings Related
Share Option
Scheme 81,123 79.2p In 1997
1992 Sharesave
Scheme 578,738 From 109.6p to 113.6p From 1997 to 2002
23PAGE
<PAGE>
NOTES TO THE ACCOUNTS
19 Share capital (cont.)
(f) In 1994, performance criteria were introduced to the two Executive
Share Option Schemes, whereby the exercise of options granted under the
new arrangements will only be permitted to the extent that the Company's
performance achieves specified rankings against the FT-Mid 250 index. The
operation of the schemes is supervised by the Remuneration Committee of
the Board.
20 Share premium account and reserves
(In thousands Share Other reserves Profit
of British pounds premium and loss
sterling) account Capital Other* Total account
------------------------------------------------------------------------
Group
Balances at 1 January
1996 47,898 (78,579) - (78,579) 60,226
Adjustment in respect
of scrip alternative
(see note 8) (15) - - - 164
Premium on share
issues (net of
expenses) 67 - - - -
Goodwill written off
on acquisition during
the year - (368) - (368) -
Discount written back
on disposal of assets - (166) - (166) -
Currency retranslation - (5,987) - (5,987) -
Retained profit for
year - - - - 7,080
------- ------- ------- ------- -------
Balances at 31 December
1996 47,950 (85,100) - (85,100) 67,470
======= ======= ======= ======== =======
Company
Balances at 1 January
1996 47,898 6,108 23,949 30,057 3,629
Adjustment in respect
of scrip alternative
(see note 8) (15) - - - 164
Premium on share issues
(net of expenses) 67 - - - -
Currency retranslation - - - - -
Realised exchange gain - - (427) (427) -
Retained profit for
year - - - - (1,096)
------- ------- ------- ------- -------
Balances at 31 December
1996 47,950 6,108 23,522 29,630 2,697
======= ======= ======= ======= =======
* At Company level, this reserve also relates to the acquisition of Forma
Scientific in 1987.
24PAGE
<PAGE>
NOTES TO THE ACCOUNTS
20 Share premium account and reserves (cont.)
The goodwill written off to reserves in the year related to the
acquisition of Lenpipette on 1 December 1996 as follows:
(In thousands of British pounds sterling) Lenpipette
------------------------------------------------------------------------
Purchase consideration, including costs of acquisition+ (458)
Book and fair value of net tangible assets acquired 90
--------
Goodwill acquired and written off (368)
Write back of discount on acquisition taken on the
acquisition of Frofastet Ab Fastigehts (166)
Cumulative goodwill written off at 1 January 1996 (115,882)
--------
Cumulative goodwill written off at 31 December 1996 (116,416)
========
+ The acquisition of Lenpipette is not considered to be material in a
group context and therefore no information on its pre or post
acquisition results has been provided.
21 Directors' interests
The directors who held office at the end of the financial year had the
following interests in the shares of Group companies, inclusive of family
interest or interests as trustees. All of these were beneficial and
related to the shares of Life Sciences International PLC.
Ordinary shares of 10p each
------------------------------------------------------------------------
At 31.12.96
Sir Christopher Bland 2,252,000
R. Pigliucci -
A C Bebbington 822,000
S J Constantine 1,150,000
Professor Sir Colin Dollery 20,000
J O Jacobson 140,000
Dr K D Noonan 15,000
C D Stewart-Smith 40,000
C P Triniman 10,241
* At date of appointment.
Details of options held are set out below. Options were granted to R.
Pigliucci during the year as shown below; no options were exercised or
lapsed during the year.
25PAGE
<PAGE>
NOTES TO THE ACCOUNTS
21 Directors' interests (cont.)
Total dividends paid to directors during the period amounted to 195,596
British pounds sterling. In addition 241 shares were issued under the
scrip alternative.
Exercisable
Exercise in normal
At 31.12.96 Price circumstances
------------------------------------------------------------------------
R. Pigliucci
1990 Executive Share Option Scheme +540,540 111p 2000-2006
- granted 1st March 1996
A C Bebbington
1985 Executive Share Option Scheme 100,000 86p To 2000
1990 Executive Share Option Scheme +100,000 116p 1999-2005
S J Constantine
1985 Executive Share Option Scheme 152,663 68.8p To 1999
100,000 86p To 2000
+100,000 138p 1999-2005
J O Jacobson
1990 Executive Share Option Scheme 211,577 135p To 2001
60,000 125p To 2002
7,500 135p To 2002
68,702 155p To 2003
+100,000 138p 1999-2005
C P Triniman
1985 Executive Share Option Scheme 90,000 152p To 2002
30,000 150p To 2003
30,000 117p 1997-2004
+ 75,000 116p 1999-2005
1992 Sharesave Scheme 3,558 109.6p 2001
+ Subject to performance criteria relative to the FT-Mid 250 index. No
options were exercised or lapsed during the year.
The market price of the Company's ordinary shares at 31 December 1996 was
89p and the range during 1996 was 89p to 123p.
All of the options granted to directors and other employees of the Group
have been for no consideration.
Other than as disclosed herein, no director had, during or at the end of
the year to 31 December 1996, any material interest in any contract which
is or was significant in relation to the business of the Company or of
any of its subsidiaries. No changes to the above interests have been
notified up to 7 February 1997.
26PAGE
<PAGE>
NOTES TO THE ACCOUNTS
22 Lease commitments
Finance leases Operating leases
-------------- ---------------------
1996 1996
(In thousands of Land and
British pounds sterling) buildings Other
------------------------------------------------------------------------
Group
At 31 December commitments under leases entered into were as follows:
within one year 28 566 172
between one and five years 94 933 1,188
after five years - 1,048 -
----- ----- -----
122 2,547 1,360
===== ===== =====
Company
At 31 December commitments under leases entered into were as follows:
within one year - - 8
between one and five years - 47 24
after five years - - -
----- ----- -----
- 47 32
===== ===== =====
For finance leases the amount shown is the total amount payable; for
operating leases it is the amount due in the following year analysed as
to when the commitment expires.
23 Pensions
The Group operates a pension plan providing benefits based on final
pensionable salary for the majority of its UK permanent employees. The
assets of the Plan are held separately from those of the Company under
trust. The pension cost has been determined in accordance with advice of
a professionally qualified actuary; the most recent valuation for
accounting purposes was as at 1 April 1995 using the attained age method.
The assumptions which have the most significant effect on the results of
the valuation are those relating to the overall rate of return on the
investments, the rate of growth of dividends afforded by the plan's
assets, and the rates of increase in pensionable salaries and pensions.
It was assumed that the investment return would be 9% per annum, that
dividends would grow at an average rate of 4.5% per annum, that the
pensionable salary increases would average 8% per annum (inclusive of
promotional increases) and that present and future pensions would
increase, where appropriate, at 5% per annum. The actuarial valuation as
at 1 April 1995 showed that the market value of the Plan's assets at that
date amounted to 26,981,000 British pounds sterling and that the
actuarial value of those assets represented 173% of the projected
liabilities of the Plan in relation to service completed up to the
valuation date. The surplus is being applied to abate the pension cost as
a fixed monetary amount over 18 years, the average remaining service life
of employees. Accordingly, there was no charge to the profit and loss
account for the year ended 31 December 1996.
27PAGE
<PAGE>
NOTES TO THE ACCOUNTS
23 Pensions (cont.)
The actuarial valuation used to determine the funding policy is identical
except that it is based on a dividend growth rate assumption of 4.0% per
annum. The most recent valuation for this purpose was at 1 April 1995.
Contributions both from the Group and from employees have been suspended
until further notice with a view to also maintaining the length of this
period until 31 March 2000; although this will be subject to the results
of the valuation due as at 1 April 1998.
In the US, the Group operates a number of pension plans for its
subsidiaries. Pension charges to the profit and loss account totalled
420,000 British pounds sterling in respect of a defined benefits plan and
1,220,000 British pounds sterling in respect of defined contribution
plans.
In Finland the Group does not operate a pension plan, but made
contributions amounting to 1,079,000 British pounds sterling to the state
pension scheme in accordance with Finnish legislation.
24 Contingent liabilities
There are contingent liabilities in respect of:
(i) bills discounted by certain Group companies in normal course of
business; and
(ii) guarantees given by the Company in normal course of business in
respect of bank facilities and leases granted to Group companies.
In addition, the Group is involved in various claims and legal
proceedings of a nature considered typical to its business. Although the
outcome of these claims and legal proceedings cannot be predicted with
certainty, it is the opinion of the directors that it is unlikely that
the ultimate outcome of any of these claims and legal proceedings will
have a material adverse effect on the Group financial statements.
The Group enters into forward exchange contracts and interest rate swap
transactions to limit exposures to exchange and interest rate movements.
25 Post Balance Sheet Event
Following discussions between Life Sciences and Thermo Instrument Systems
Inc., a US based manufacturer of Scientific Instruments, Life Sciences
received a proposal from Thermo Instrument Systems Inc. to combine their
businesses, offering to acquire all of the issued share capital of Life
Sciences at 1.35 British pounds sterling per ordinary 10p share. This
offer has been recommended to shareholders by the Board of the Company.
28PAGE
<PAGE>
NOTES TO THE ACCOUNTS
26 Principal subsidiary undertakings
A list of the Group's principal subsidiary undertakings with their
countries of incorporation and operation is detailed below:
England Anglia Scientific Instruments Ltd
Denley Instruments Ltd
Hybaid Limited
Life Sciences International (Europe) Ltd
Life Sciences International (UK) Ltd
Finland Labsystems Oy
France Life Sciences International (France) SA
Germany Life Sciences International GmbH
Hungary Life Sciences International Kft
Japan Labsystems Japan KK
Netherlands Life Sciences International (Benelux) BV
Neslab Instruments Europa BV
Poland Life Sciences International (Poland) Sp.z.O.O.
Spain Labsystems Espana SA
Sweden Labsystems Sweden AB
USA Alko Diagnostic Corporation
Denley Instruments Inc
E-C Apparatus Corporation
Forma Scientific Inc
International Equipment Company
Labsystems Inc
LSI North America Service Inc
Neslab Instruments Inc
Savant Instruments Inc
Shandon Inc
Spectronic Instruments Inc
Whale Scientific Inc
The subsidiary undertakings are wholly-owned either directly or
indirectly and their share capitals consist solely of ordinary shares. A
full list of subsidiaries will be filed with the next Annual Return.
29PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(b) Pro Forma Combined Condensed Financial Information
The following unaudited pro forma combined condensed financial
statement sets forth the results of operations for the year ended December
28, 1996, as if the acquisition of Life Sciences by the Company had
occurred at the beginning of 1996.
The acquisition has been accounted for using the purchase method of
accounting. The pro forma results of operations are not necessarily
indicative of future operations or the actual results that would have
occurred had the acquisition of Life Sciences been consummated at the
beginning of 1996. The financial statements filed under part (a) of this
item should be read in conjunction with the pro forma combined condensed
financial statement.
4PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
Year Ended December 28, 1996
(Unaudited)
Historical Pro Forma
---------------------- ----------------------
Thermo Life
Instrument Sciences Adjustments Combined
---------- ---------- ----------- ---------
(In thousands except per share amounts)
Revenues $1,209,362 $ 358,758 $ - $1,568,120
---------- ---------- ---------- ----------
Costs and Operating
Expenses:
Cost of revenues 654,165 196,984 2,700 853,849
Selling, general,
and administrative
expenses 340,963 93,700 11,839 446,502
Research and
development expenses 84,091 20,413 - 104,504
Restructuring expenses - 10,923 (10,923) -
Write-off of acquired
technology 3,500 - - 3,500
---------- ---------- ---------- ----------
1,082,719 322,020 3,616 1,408,355
---------- ---------- ---------- ----------
Operating Income 126,643 36,738 (3,616) 159,765
Interest Income 20,490 2,371 (8,798) 14,063
Interest Expense (includes
$8,145 to parent company) (28,923) (7,602) (10,626) (47,151)
Gain on Issuance of
Stock by Subsidiaries 71,713 - - 71,713
Other Income - 5,761 - 5,761
---------- ---------- ---------- ----------
Income Before Income Taxes
and Minority Interest 189,923 37,268 (23,040) 204,151
Provision for Income Taxes 51,727 13,694 (8,017) 57,404
Minority Interest Expense 5,445 - - 5,445
---------- ---------- ---------- ----------
Net Income $ 132,751 $ 23,574 $ (15,023) $ 141,302
========== ========== ========== ==========
Earnings per Share:
Primary $ 1.40 $ 1.49
========== ==========
Fully diluted $ 1.27 $ 1.35
========== ==========
Weighted Average Shares:
Primary 95,085 95,085
========== ==========
Fully diluted 108,312 108,312
========== ==========
See notes to pro forma combined condensed statement of income.
5PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)
Note 1 - Basis of Presentation
The Life Sciences consolidated profit and loss account for the year
ended December 31, 1996, which is denominated in British pounds sterling,
has been translated at the average exchange rate of 1.56 British pounds
sterling per U.S. dollar for the pro forma combined condensed statement of
income. No material changes, other than those noted below, are required to
conform Life Sciences' results of operations to United States generally
accepted accounting principles. The allocation of the purchase price is
based on an estimate of the fair market value of the net assets acquired
and is subject to adjustment. To date, no information has been gathered
that would cause the Company to believe that the final allocation of the
purchase price will be materially different than the preliminary estimate.
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Income (In thousands, except in text)
Year Ended
December 28,
1996
-------------
Debit (Credit)
Cost of Revenues
Increase in the finished goods inventory
of Life Sciences to the estimated
selling price, less the sum of the
costs of disposal and a reasonable
profit allowance for the Company's
selling efforts $ 2,700
-------
Selling, General, and
Administrative Expenses
Service fee of 1.0% of the revenues
of Life Sciences for the year ended
December 31, 1996, for services that
would have been provided under a
services agreement between the Company
and Thermo Electron 3,588
Amortization over 40 years of $330,044,000 of
cost in excess of net assets of acquired
companies created by the acquisition of
Life Sciences 8,251
-------
11,839
-------
6PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (continued)
(Unaudited)
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Income (In thousands, except in text) (continued)
Year Ended
December 28,
1996
-------------
Debit (Credit)
Restructuring Expenses
Reversal of the restructuring accrual
recorded by Life Sciences that is
not allowable under U.S. generally
accepted accounting principles $(10,923)
--------
Interest Income
Decrease in interest income earned
attributable to the lower cash
position as a result of the total cash
payment of $153 million to acquire
Life Sciences, calculated using the
90-day Commercial Paper Composite
Rate plus 25 basis points, or 5.75% 8,798
--------
Interest Expense
Increase in interest expense as a result
of the issuance of a $210.0 million
promissory note to Thermo Electron to
finance the acquisition of Life Sciences,
calculated using the 90-day Commercial
Paper Composite Rate plus 25 basis
points, or 5.75% 12,075
Increase in interest expense as a result
of assumed borrowings from Thermo Electron
to repay Life Sciences' debt of $107
million, included in Life Sciences
historical balance sheet as of
December 31, 1996, calculated using
the 90-day Commercial Paper Composite
Rate plus 25 basis points, or 5.75% 6,153
Reversal of interest expense included
in Life Sciences' historical profit
and loss account for the year ended
December 31, 1996, due to the assumed
repayment of Life Sciences' debt (7,602)
--------
10,626
--------
Provision for Income Taxes
Income tax benefit associated with the
adjustments above (excluding the
amortization of cost in excess of
net assets of acquired companies) 8,017
--------
7PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(c) Exhibits
23 Consent of KPMG Audit Plc
8PAGE
<PAGE>
FORM 8-K/A
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, on this 9th day of June 1997.
THERMO INSTRUMENT SYSTEMS INC.
Paul F. Kelleher
--------------------------
Paul F. Kelleher
Chief Accounting Officer
Exhibit 23
Consent of Independent Auditors
-------------------------------
The Board of Directors
Life Sciences International PLC:
We consent to the incorporation by reference in the following
registration statements of our report dated 10 February 1997, with respect
to the consolidated financial statements of Life Sciences International PLC
as of and for the year ended December 31, 1996, which report appears in the
Form 8-K/A of Thermo Instrument Systems Inc. dated June 9, 1997.
Form Registration Number Date
---- ------------------- ----
S-3 33-42270 August 15, 1991
S-3 33-69526 September 28, 1993
S-3 33-02163 March 29, 1996
S-8 33-14980 June 11, 1987
S-8 33-16461 August 12, 1987
S-8 33-14974 June 10, 1987
S-8 (1) February 21, 1990
S-8 33-33577 February 21, 1990
S-8 33-36221 August 2, 1990
S-8 33-37866 November 15, 1990
S-3 333-17707 March 27, 1997
S-8 33-65275 December 21, 1995
S-8 33-37559 October 31, 1990
(1) Post effective amendment to registration statement on Form S-4
(No. 33-32579-02) dated February 21, 1990.
KPMG Audit Plc
London, England
June 9, 1997
