SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
DATE OF REPORT: NOVEMBER 17, 1995
LAWRENCE INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-9460 13-3370656
(Commission File Number) (I.R.S. Employer Identification No.)
500 Fifth Avenue, New York, New York 10110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212 944-8242
1
Item 5. Other Events.
United Community Insurance Company ("UCIC"), a wholly-owned
subsidiary of Lawrence Insurance Group, Inc. (the "Registrant"),
was placed in rehabilitation pursuant to an order signed by Hon.
Frank Williams, a Justice of the New York Supreme Court, on July 7,
1994. On August 3, 1994, Salvatore R. Curiale applied for an order
directing the Superintendent of Insurance of the State of New York
to take possession of the property of and to liquidate its business
and affairs. On November 9, 1995, the Board of Directors of
Registrant voted to consent to the order of liquidation of UCIC.
The Order, which was signed by Justice Williams on November 9,
1995, appointed Edward J. Muhl as the liquidator of UCIC,
authorized him to take possession of the property and liquidate the
business and affairs of UCIC, ordered that he notify those with
claims to file such claims, that he publish notice of liquidation,
that all outstanding policy and insurance obligations as well as
surety bonds terminate and cease as of 12:01 a.m., thirty days
after the date of entry of the Order, that all subsisting contracts
and all liability thereunder cease and be fixed as of the entry of
the Order, that the Superintendent be authorized to sell or assign
real or personal property belonging to UCIC at market price or
better, that all persons with records belonging to UCIC deliver
them to the Superintendent as liquidator. The Order also enjoined
the further transaction of business or disposing of property or
assets of UCIC, restrained those with claims from proceeding in
actions at law or equity, enjoined lawsuits against UCIC, ordered
the forfeiture and surrender of the corporate charter, and granted
other relief incidental to the liquidation.
The Order was entered in the County Clerk's Office of the
County of Schenectady on November 10, 1995.
On November 10, 1995, the Superintendent of Insurance issued
a press release, a copy of which is filed herewith.
On November 13, 1995, the Registrant issued a press release,
a copy of which is filed herewith.
2
EXHIBITS
The following Exhibits are filed as part of this report:
Exhibit No.
----------
99.1 Order of Liquidation dated November 9, 1995, filed
November 10, 1995.
99.2 Press release issued by Superintendent of
Insurance dated November 10, 1995.
99.3 Press release issued by Registrant dated November
13, 1995.
99.4 Pro-forma Balance Sheet and Statement of Income as
of and for the period ending September 30, 1995.
3
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 hereunto duly authorized.
LAWRENCE INSURANCE GROUP, INC.
Date: November 17, 1995 By: ______________________________
F. Herbert Brantlinger
President
4
EXHIBIT INDEX
Exhibit No. Page No.
- - - - - ---------- --------
99.1 Order of Liquidation dated 6
November 9, 1995, filed
November 10, 1995.
99.2 Press release issued by 11
Superintendent of Insurance
dated November 10, 1995.
99.3 Press release issued by 12
Registrant dated November 13,
1995.
99.4 Pro-forma Balance Sheet and 14
Statement of Income as of
and for the period ended
September 30, 1995.
5
Exhibit 99.1 Order of Liquidation dated November 9, 1995, filed
November 10, 1995
P R E S E N T:
HON. FRANK B. WILLIAMS,
Justice.
STATE OF NEW YORK
SUPREME COURT COUNTY OF SCHENCTADY
- - - - - ------------------------------------
In the Matter of the Application of
SALVATORE R. CURIALE, as Superintendent of ORDER OF
Insurance of the State of New York, for an LIQUIDATION
order to take possession of and liquidate -----------
the business and affairs and dissolve
Index No. 94-1270
UNITED COMMUNITY INSURANCE COMPANY
Upon reading and filing the petition heretofore served by
Salvatore R. Curiale, made in his capacity as Superintendent of
Insurance of the State of New York, duly verified the 3rd day of
August, 1994, for an order directing the Superintendent of
Insurance to take possession of the property of UNITED COMMUNITY
INSURANCE COMPANY (hereinafter referred to as "UNITED") and to
liquidate the business and affairs and dissolve the corporate
charter of UNITED pursuant to Article 74 of the Insurance Law of
the State of New York, and upon the annexed unanimous consent of
United's shareholder, dated the 9th day of November, 1995, and it
appearing to my satisfaction that UNITED was incorporated on
February 28, 1967 under the laws of the State of New York and began
business as a stock property/casualty insurer known as
URBAN COMMUNITY INSURANCE COMPANY; that the name was changed to
UNITED COMMUNITY INSURANCE COMPANY on February 12, 1982; that the
principal place of business of UNITED is located in Schenectady
County, New York; that it is amenable to the Insurance Laws of the
State of New York and particularly to Article 74 thereof; that it
is not prudent to reinsure in whole or in part the existing policy
obligations of UNITED pursuant to Sec. 7405(c) of the Insurance
Law; that it should be dissolved and its corporate charter annulled
and forfeited; that UNITED is insolvent; that on the 9th day of
November, 1995, UNITED consented to the entry of an Order of
Liquidation, with notice to it; that it is in the best interests of
policyholders and other creditors of UNITED that this application
be granted and UNITED be liquidated under and pursuant to Article
74 Sec. 7402(a), (c), and (1) of the Insurance Law; and petitioner
having appeared by Hon. DENNIS VACCO, Attorney General of the State
of New York,
6
NOW on motion of Hon. DENNIS VACCO, Attorney General of the
State of New York, it is
ORDERED, that the petition of the Superintendent of Insurance
of the State of New York is granted, and it is further
ORDERED, that EDWARD J. MUHL, the Superintendent of Insurance
of the State of New York or any successor in office as
Superintendent (hereinafter referred to as "Superintendent") is
hereby appointed Liquidator of UNITED, and is hereby authorized and
directed forthwith to take possession of the property and liquidate
the business and affairs of UNITED pursuant to Article 74 of the
Insurance Law and to deal with the property and business affairs of
UNITED in his name as Superintendent, and is vested with title to
all of the property, contracts and rights of action of UNITED
pursuant to Sec. 7405 of the Insurance Law, and it is further
ORDERED, that the Superintendent pursuant to Sec. 7433(b)(2)
of the Insurance Law shall make a list of all persons whose names
appears on the books and records of UNITED as policyholders or
claimants and said listed persons shall be deemed to have duly
filed a proof of claim prior to the last date set for filing claims
and the Superintendent is relieved of notifying, pursuant to
Sec. 7432(b), those persons whose names appear on said list, and it
is further
ORDERED, that all persons who may have claims against UNITED
and whose names do not appear on the books and records of UNITED as
policyholders or claimants, shall present proof of claim to the
Superintendent, as Liquidator, within four months from the date of
the entry of this Order, and it is further
ORDERED, that the notice of liquidation be given by
publication in the Daily Gazette published in Schenectady, New
York, and circulated in Albany, New York, and by publication in the
Journal of Commerce, commencing three weeks from the date of entry
of this order once a week for two successive weeks, and it is
further
ORDERED, that notice of liquidation be given by publication in
one newspaper in the capital cities of each state in the United
States wherein UNITED is licensed to do business, once a week for
two successive weeks within the period allowed for the filing of
claims, the newspaper to be selected by the Liquidator in his
discretion, and it is further
ORDERED, that the notice prescribed is sufficient notice to
all persons interested in the assets of UNITED, and it is further
ORDERED, that in the event one or more Insurance Departments
and/or Guaranty Funds or Associations of foreign States that have
adopted the Uniform Insurers Liquidation Act in which UNITED was
7
licensed to do business, desire to give formal notice to
policyholders and creditors in their respective State Insurance
Departments or Guaranty Fund or Association, the Superintendent, as
Liquidator, may permit the giving of such notice as he in his
discretion may find desirable, and it is further
ORDERED, that all outstanding policy and other insurance
obligations, if any, as well as surety bonds and obligations
thereunder of UNITED terminate and all liability thereunder cease
and be fixed as of 12:01 A.M., 30 days after the entry of this
Order, or prior thereto upon the procurement by policyholders of
new insurance covering the risks insured thereby, as well as
procurement by principals of new surety bonds covering the
obligations thereunder and notice thereof shall be given as herein
above set forth, and it is further
ORDERED, that all other subsisting contracts, individual labor
or employment contracts, and other obligations of UNITED and all
liability thereunder cease and be fixed as of the date of the entry
of this Order, and it is further
ORDERED, that all leases and tax-sharing agreements of UNITED
and all liability thereunder shall cease and be fixed in the
discretion of the Superintendent, as Liquidator, upon the date of
delivery of written notice of cancellation thereof, or upon the
effective date of cancellation contained therein, by delivery of
such notice to any party affected thereby, and it is further
ORDERED, that the Superintendent, as Liquidator, is relieved
of the provisions set forth in Sec. 7405(c) of the Insurance Law,
to wit: to reinsure in whole or in part the policy obligations of
UNITED, and it is further
ORDERED, that EDWARD J. MUHL, the Superintendent or any
successor in office as Superintendent, is hereby authorized,
permitted and allowed to sell, assign and transfer any and all real
and personal property, stocks, bonds and securities in his
possession or which may hereafter come into his possession
belonging to UNITED, in liquidation, at market price or better, or
when there is no market price, at the best price obtainable, at
private sale and at such times and upon such terms and conditions
as in his discretion he deems for the best interests of the
creditors of UNITED, and that he be authorized, permitted and
allowed to take such steps and to make and execute such agreements
and other papers as may be necessary to effect and carry out such
sales, transfers and assignments, and it is further
ORDERED, that UNITED, its officers, directors, depositories,
trustees, policyholders, agents and employees and all other persons
having any property or records belonging to UNITED, are hereby
directed to assign, transfer and deliver to the Superintendent, as
Liquidator, all of such property in whomsoever the same may be, and
8
that any persons, firms or corporations having any books, papers or
records relating to the business of said corporation shall preserve
the same and submit them to the Superintendent, as Liquidator, for
examination at all reasonable times, and it is further
ORDERED, that the officers, directors, trustees, depositories,
policyholders, agents and employees of UNITED, and all other
persons are enjoined and restrained from the further transaction of
business or from dealing with or disposing of the property or
assets of said corporation, or doing or permitting to be done any
act or thing which might waste its property or assets or allow or
suffer the obtaining of preferences, judgments, attachments or
other liens, or the making of any levy against said corporation, or
its estate while in the possession and control of the
Superintendent, as Liquidator, and it is further
ORDERED, that the officers, directors, trustees, depositories,
policyholders, agents and employees of UNITED, and all other
persons, including but not limited to claimants, plaintiffs and
petitioners who have claims against UNITED, are permanently
enjoined and restrained from bringing or further prosecuting any
action at law, suit in equity, special or other proceeding against
the said corporation or its estate, or the Superintendent and his
successors in office, as Liquidator thereof, or from making or
executing any levy upon the property or estate of said corporation,
or from in any way interfering with the Superintendent, or any
successor in office, in his possession or in the discharge of his
duties as Liquidator thereof, or in the liquidation of the business
of said corporation as well as the Superintendent of Insurance as
Administrator of the Article 76 of the Insurance Law
Property/Casualty Security Funds, and Sec. 107 of the Workers'
Compensation Security Fund insofar as they apply to policyholders
and claimants of UNITED, and it is further
ORDERED, that all parties to law suits in this State and all
other states and territories of the United States, are hereby
enjoined and restrained from proceeding with any trial, application
for judgment or proceeding on judgments or settlements in such
actions at law, suits in equity, special or other proceedings in
which UNITED is obligated to defend a party insured or any other
person it is legally obligated to defend by virtue of its insurance
contract and any and all actions being defended by a primary or
other underlying insurer where such primary or underlying insurer
has tendered or offered its full policy limits or where said policy
limits have been exhausted by payment of the underlying insurer's
aggregate and UNITED is the next excess of umbrella layer of
insurance for a period of 120 days from the date hereof, and it is
further
ORDERED, that those persons who may have first party or New
York Comprehensive Automobile Insurance Reparations Act (No-Fault)
policyholder loss claims against UNITED coming within the purview
9
of Article 76 of the Insurance Law, are enjoined for 30 days from
the date hereof from presenting and filing such formal claims in
this proceeding pursuant to Sec. 7432 of the Insurance Law, and it
is further
ORDERED, that the corporate charter of said UNITED be and the
same hereby is delivered, forfeited and surrendered to the
Superintendant as Liquidator and the same corporate charter shall
be annulled and the said UNITED dissolved upon submission by the
Superintendant as Liquidator to the Court without notice of an
order providing for such dissolution, and it is further
ORDERED, that all further papers in this proceeding shall bear
the caption and be entitled:
"SUPREME COURT OF THE STATE OF NEW YORK - COUNTY OF
SCHENECTADY
In the Matter of the Liquidation of
UNITED COMMUNITY INSURANCE COMPANY"
in place and stead of the caption as heretofore used, and it is
further
ORDERED, that the Superintendent, as Liquidator, may at any
time make further application for such further and different relief
as he sees fit.
E N T E R
Signed at Saratoga Springs s/FRANK B. WILLIAMS
November 9, 1995
-----------------------------
JUSTICE OF THE SUPREME COURT
10
Exhibit 99.2 Press release issued by the Superintendent of
Insurance dated November 10, 1995
ISSUED: 11/10/95 FOR IMMEDIATE RELEASE
UNITED COMMUNITY INSURANCE COMPANY PLACED IN LIQUIDATION
Superintendent of Insurance Edward J. Muhl today announced
that Schenectady-based United Community Insurance Company (UCIC)
has been placed into Liquidation with the consent of its parent and
sole shareholder, Lawrence Insurance Group, Inc. The court order
was signed following a conference before Judge Frank B. Williams.
The order authorizes Superintendent Muhl to liquidate the
business and affairs of the Company. Since July of 1994, the
Company has operated under a consent Order of Rehabilitation. The
Department plans to conduct the majority of the liquidation of UCIC
in the Capital region.
The Department presented a comprehensive status report to
Judge Williams late last month which indicated that the Company was
insolvent at June 30, 1995 by at least $53 million. The
Department's report was prepared by Andrew A. Alberti, who was
appointed by the Superintendent in June of 1995 to manage the daily
operations of the Company and to determine whether UCIC could be
rehabilitated. The detailed report included a review of the
financial condition of the Company, an analysis of UCIC's assets,
a review of the Company's reserves and an analysis of its
reinsurance and claims and underwriting policies, practices and
procedures.
The report also pointed out that four separate actuarial
reports, including one by a firm hired by the parties at the
direction of the court, showed UCIC to be insolvent.
Superintendent Muhl said:
We had hoped that UCIC could be saved and returned to the
marketplace as a viable insurance company. However, a
detailed analysis of the company showed it was insolvent to an
extent that made the prospect of rehabilitation untenable.
Our only choice, therefore, was to liquidate the company. We
will now begin the process to ensure that claims, most of
which will be covered by the state guarantee funds, will be
paid as quickly as possible.
The order relates only to UCIC. Other unresolved issues the
Department has related to other Lawrence Group operations are not
addressed in the order.
11
Exhibit 99.3 Press release issued by Registrant dated November 13,
1995
FOR IMMEDIATE RELEASE For Further Information:
November 13, 1995 F. Herbert Brantlinger
(518) 464-9200
LAWRENCE INSURANCE GROUP, INC.
CONSENTS TO LIQUIDATE
UNITED COMMUNITY INSURANCE COMPANY
(Schenectady, NY) On Thursday, November 9, 1995, the Board of
Directors of Lawrence Insurance Group, Inc., (LIG) voted to consent
to a New York State Order of Liquidation of United Community
Insurance Company (UCIC). This liquidation is concentrated on
UCIC only and will not have a negative impact on Lawrence Insurance
Group, Inc.'s other subsidiaries.
With this decision, the Board felt the best interests of the
public and the Company were served; the public to more quickly be
served by the state's guarantee funds, and the Company to be
enabled to refocus its energies and resources on its healthier
businesses. It is expected that all but a handful of the UCIC
claims that are covered by state guarantee funds will, essentially,
be paid in full. The state guarantee funds are supported by
various insurance companies that have done business in the
respective states and do not involve taxpayer dollars.
Mr. Albert W. Lawrence, Chairman, said: "We did our very best
to rehabilitate. In many ways, however, the situation is similar
to a tree finally losing a large, but badly damaged limb. The tree
has a better opportunity for future growth once the limb is gone.
Our dedication should be the restoration of the Company's health,
and we will be freer to exercise such dedication."
While the Board deeply regrets the action that was taken, the
Board was extremely pleased with the New York Insurance
Department's decision to proceed with the liquidation utilizing
current UCIC personnel located in the New York State capital
district.
As a result of the Liquidation Order, LIG will no longer be
required to carry the deficit of UCIC as a liability. The
elimination of this liability will have a positive effect on LIG's
fourth quarter 1995 net income and stockholders' equity. Net
income will increase by $39,374,000 and stockholders' equity will
increase by $57,621,000. On a pro-forma basis, if this event had
occurred in the third quarter, net income and stockholders' equity
would be as follows:
***MORE***
12
($ in thousands) 1995 1995 1995 1995
Actual Third Actual Nine Pro-forma Pro-forma
Quarter Months Third Quarter Nine Months
Revenues $1,295 $ 4,410 $ 1,295 $ 4,410
Net Income $ 464 $ 859 $39,838 $40,233
Earnings per
share $ .03 $ .06 $ 2.82 $ 2.85
Stockholders'
equity
(deficiency) $(55,026) $ 2,595
As previously reported on November 10, 1995, Lawrence
Insurance Group, Inc. announced net income for the third quarter of
1995 of $464,000 compared with a restated net income of $601,000
for the same period on 1994. Per share profit for the current
quarter equaled $.03 versus a per share profit of $.04 for the same
period in 1994 on 14,121,482 average shares outstanding for both
periods. Revenues declined due to the halt in business written by
United Republic Insurance Company and Global Insurance Company, and
the reduction in premiums written by Senate Insurance Company.
On a year-to-date basis, the net earnings for the 9 months
ended September 30, 1995 were $859,000 compared to a restated net
loss of $7,469,000 for the same period in 1994. Per share profits
equaled $.06 versus a loss of $.53 in 1994 on 14,121,482 average
shares outstanding for both periods.
Lawrence Insurance Group, Inc.'s stock is traded on the
American Stock Exchange and is listed in the financial tables as
LawrG and under ticker symbol LWR.
Executive offices of Lawrence Insurance Group, Inc. are
located at 500 Fifth Avenue, New York, New York. Operating
headquarters are at 430 State Street, Schenectady, New York.
***ENDIT***
13
Exhibit 99.4 Pro-forma Balance Sheet and Statement of Income as
dated for the period ended September 30, 1995
LAWRENCE INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEET
($ IN THOUSANDS)
Pro-forma
As Reported Adjustments Pro-forma
September 30, September 30, September 30,
1995 1995 1995
------------ ----------- -----------
Assets:
Investments $21,400 - $21,400
Cash and cash equivalents 2,273 - 2,273
Accrued investment income 552 - 552
Accounts receivable (net of
allowance for doubtful
accounts) 10,754 - 10,754
Reinsurance recoverable on
paid losses 11,681 - 11,681
Reinsurance receivable 5,462 - 5,462
Deferred policy acquisition
costs 63 - 63
Property and equipment, net 29 - 29
Other assets 1,984 - 1,984
------ ---- ------
Total assets $54,198 - $54,198
====== ===== ======
Liabilities:
Reserves for losses and
loss adjustment expenses $ 33,613 - $33,613
Deficit of non-consolidated
subsidiary (Note 1) 57,062 (57,062) 0
Unearned premiums 780 - 780
Reinsurance balances payable 14,686 - 14,686
Other liabilities 2,783 - 2,783
Note payable 300 - 300
------ ------ ------
Total liabilities 109,224 (57,062) 52,162
------- ------ ------
Contingencies and commitments - - -
Minority interest (Note 1) - (559) (559)
Stockholders' equity
(deficiency): (Note 1)
Preferred stock, $.01 par
value; 2,000,000 shares
outstanding authorized; no
shares outstanding - - -
14
Exhibit 99.4 Pro-forma Balance Sheet and Statement of Income as
dated for the period ended September 30, 1995
LAWRENCE INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEET
($ IN THOUSANDS)
Pro-forma
As Reported Adjustments Pro-forma
September 30, September 30, September 30,
1995 1995 1995
------------ ----------- -----------
Common stock, $.01 par value;
20,000,000 shares authorized;
14,121,482 shares issued
and outstanding 141 141
Additional paid-in-capital 39,739 39,739
Net unrealized gains
(losses) on investments
(net of deferred income
tax of $0 in 1995 and
1994) (2,297) 2,251 (46)
Receivable from Alpha
Trust (27,000) 15,996 (11,004)
Accumulated deficit (65,609) 39,374 (26,235)
------ ------ ------
Total stockholders'
equity (deficiency) (55,026) 57,621 2,595
------ ------ ------
Total liabilities and
stockholders' equity
(deficiency) $54,198 - $54,198
====== ======= ======
15
LAWRENCE INSURANCE GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro-forma
As Reported Adjustments Pro-forma
Nine months Nine months Nine months
1995 1995 1995
------------ ----------- -----------
Revenues:
Net premiums earned $2,881 - $2,881
Net investment income 2,383 - 2,383
Realized gains (losses)
on investments (568) - (568)
----- ----- -----
Total revenues 4,696 - 4,696
----- ----- -----
Operating expenses:
Losses and loss adjustment
expenses 1,479 - 1,479
Policy acquisition expenses 1,400 - 1,400
Other operating expenses 1,255 - 1,255
----- ----- -----
Total operating expenses 4,134 - 4,134
----- ----- -----
Operating income 562 - 562
Equity in earnings (loss) of
nonconsolidated subsidiary
(Note 1) (83) 83 -
----- ----- -----
Income before income taxes 479 83 562
Income tax expense (benefit): (380) - (380)
----- ----- -----
Net income before minority
interest and extraordinary
item 859 83 942
Minority interest (Note 1) - 83 83
----- ----- -----
Net income after minority
interest and before
extraordinary item less
applicable tax 859 - 859
Extraordinary item (Note 1) - 39,374 39,374
----- ------ ------
Net income $859 $39,374 $40,233
===== ====== ======
Average shares outstanding 14,121 14,121 14,121
Per share data:
Net income per share before
extraordinary item $0.06 $0.00 $0.06
Net income per share $0.06 $2.79 $2.85
==== ==== ====
16
LAWRENCE INSURANCE GROUP, INC.
NOTE TO PRO-FORMA FINANCIAL STATEMENTS
AS OF AND FOR SEPTEMBER 30, 1995
Note 1
The pro-forma adjustments on the enclosed financial statements
reflect the accounting for the ordered liquidation of UCIC on
November 10, 1995 as though it had occurred before September 30,1
995. On July 7, 1994, UCIC, with the consent of UCIC management,
was placed in Rehabilitation by court order. Consequently LIG
and UCIC management no longer exercised any decision making
authority or control over UCIC. These functions became the
responsibility of the New York Insurance Department. As a result
of this loss of control, the Company had included the financial
results of UCIC only through the date of the Rehabilitation
Order. Concurrently, financial results were presented on a
deconsolidated basis with results of operations for UCIC
reflected as "Equity in earnings/(loss) of non-consolidated
subsidiary" and the Company's investment as "Deficit of
non-consolidated subsidiary." LIG would carry this deficit as a
liability and offsetting charge to stockholders' equity until
such time as UCIC was formally liquidated. On November 10, 1995
an Order of Liquidation was entered with the court. As a result
of UCIC being liquidated, LIG will no longer carry a liability
for its negative equity. The offset to reducing the liability to
$0 is an increase in income of $39,374,000 representing the
reversal of the retained deficit and an additional increase in
stockholders' equity of $18,247,000 representing the reversal of
amounts previously charged for unrealized losses on investments
and receivable from Alpha Trust. At the same time due to the
change in legal ownership of UCIC with the liquidation order,
UCIC's 21.4% interest in URIC will be reflected as minority
interest compared with prior presentation when it was included as
part of the "Equity in earnings (loss) of non-consolidated
subsidiary" and "Deficit on non-consolidated subsidiary."
17
