<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2000
TBM HOLDINGS, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Florida 0-18707 59-2824411
------- ------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
136 Main Street, Westport, Connecticut 06880
-------------------------------------- -----
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (203) 227-6140
--------------
</TABLE>
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
This Amendment is being filed by TBM Holdings, Inc., a Florida
corporation ("TBM"), as an amendment to its Current Report on Form 8-K
dated May 16, 2000, as filed with the Securities and Exchange Commission on May
24, 2000, to include the financial information required by Items 310(c) and
310(d) of Regulation S-B, under Item 7 of Form 8-K.
<TABLE>
<CAPTION>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<S> <C> <C>
Item 7(a) Financial Statements of Business Acquired.
Financial Information Page
--------------------- ----
Financial Statements F-1
Independent Auditors' Report F-2
Balance Sheets as of December 31, 1999 and 1998 F-3
Statements of Operations and Retained Earnings
for the years ended December 31, 1999 and 1998 F-4
Statements of Cash Flows
for the years ended December 31, 1999 and 1998 F-5
Notes to Financial Statements F-6
Balance Sheets as of April 1, 2000 (Unaudited) and
December 31, 1999 F-12
Statements of Operations and Retained Earnings (Deficit) for the
three months ended April 1, 2000 and March 31, 1999 (Unaudited) F-13
Statements of Cash Flows for the three
months ended April 1, 2000 and March 31, 1999 (Unaudited) F-14
Notes to Unaudited Financial Statements F-15
Item 7(b) Pro Forma Financial Information.
Financial Information Page
--------------------- ----
Unaudited Pro Forma Financial Statements F-19
TBM Holdings, Inc. Condensed Consolidated
Unaudited Pro Forma Balance Sheet as of April 1, 2000 F-20
TBM Holdings, Inc. Condensed Consolidated Unaudited Pro Forma
Statement of Operations and Retained Earnings (Deficit) for
the three-month period ended April 1, 2000 F-21
TBM Holdings, Inc. Condensed Consolidated Unaudited Pro Forma
Statement of Operations for the year ended January 1, 2000 F-22
TBM Holdings, Inc. Notes to Condensed Consolidated
Unaudited Pro Forma Financial Statements F-23
</TABLE>
2
<PAGE> 3
Item 7(c) Exhibits.
Exhibit No. Description
2 Stock Purchase Agreement, dated as of May 16, 2000,
by and among Long Reach Holdings, Inc., United
Dominion Industries, Inc. and Lee Engineering
Company, Inc., previously filed as an exhibit to Form
8-K dated May 16, 2000, filed with the Commission on
May 24, 2000.
10 Amendment Two to Loan and Security Agreement, dated
as of May 16, 2000, between Long Reach Holdings, Inc.
and Bank One, Texas, N.A., previously filed as an
exhibit to Form 8-K dated May 16, 2000, filed with
the Commission on May 24, 2000.
23 Consent of KPMG.
99 Press Release dated May 18, 2000, previously filed
as an exhibit to Form 8-K dated May 16, 2000, filed
with the Commission on May 24, 2000.
3
<PAGE> 4
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Financial Statements
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
F-1
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder
Lee Engineering Company, Inc.:
We have audited the accompanying balance sheets of Lee Engineering Company, Inc.
as of December 31, 1999 and 1998, and the related statements of operations and
retained earnings (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lee Engineering Company, Inc.
as of December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Charlotte, North Carolina
June 2, 2000 KPMG LLP
F-2
<PAGE> 6
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Balance Sheets
December 31, 1999 and 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
-------------- -------------
<S> <C> <C>
Current assets:
Trade accounts receivable, less allowance for doubtful
accounts of $57,535 and $68,800 for 1999 and 1998, respectively $ 2,096,923 1,952,069
Inventories (note 2) 2,363,802 2,504,906
Deferred income taxes (note 4) 73,694 79,458
Prepaid expenses and other current assets 34,207 117,582
-------------- -------------
Total current assets 4,568,626 4,654,015
Property, plant and equipment, net (note 3) 683,203 751,930
Goodwill, net of accumulated amortization of $320,121 and
$210,693 for 1999 and 1998, respectively 4,048,661 4,158,089
Deferred income taxes (note 4) 79,378 74,017
-------------- -------------
$ 9,379,868 9,638,051
============== =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Bank overdraft $ 146,080 141,066
Accounts payable 1,637,445 1,655,026
Accrued liabilities 473,060 1,233,685
-------------- -------------
Total liabilities 2,256,585 3,029,777
Stockholder's equity:
Class A common stock; $1 par value; 1,000 shares issued
and outstanding as of December 31, 1999 and 1998 (note 9) 1,000 1,000
Additional paid-in-capital 7,551,094 7,551,094
Retained (deficit) earnings (167,490) 752,489
-------------- -------------
7,384,604 8,304,583
Net transactions with parent (261,321) (1,696,309)
-------------- -------------
Total stockholder's equity 7,123,283 6,608,274
Commitments and contingencies (notes 5 and 8)
-------------- -------------
Total liabilities and stockholder's equity $ 9,379,868 9,638,051
============== =============
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 7
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Statements of Operations and Retained Earnings (Deficit)
For the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------------------- --------------
<S> <C> <C>
Net sales $ 16,833,797 17,737,787
Cost of goods sold 12,688,422 12,979,559
--------------------- --------------
Gross profit 4,145,375 4,758,228
Selling, general and administrative expenses 5,281,551 4,662,835
--------------------- --------------
(Loss) income from operations (1,136,176) 95,393
Other expenses 291,643 430,422
--------------------- --------------
Loss before income taxes (1,427,819) (335,029)
Income tax benefit (note 4) 507,840 82,016
--------------------- --------------
Net loss (919,979) (253,013)
Retained earnings at beginning of year 752,489 1,005,502
--------------------- --------------
Retained (deficit) earnings at end of year $ (167,490) 752,489
===================== ==============
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 8
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Statements of Cash Flows
For the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Net loss $ (919,979) (253,013)
Cash flows from operating activities:
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 302,100 300,785
Cash provided by (used for) changes in:
Accounts receivable, net (144,854) 14,931
Inventories 141,104 (528,906)
Deferred taxes 403 (24,506)
Prepaid expenses and other current assets 83,375 (202,551)
Accounts payable and accrued expenses (778,206) 1,220,370
----------- ----------
Net cash used in (provided by) operating activities (1,316,057) 527,110
Cash flows from investing activities:
Proceeds from sale of equipment 90,563 4,778
Capital expenditures (214,508) (188,273)
----------- ----------
Net cash used in investing activities (123,945) (183,495)
----------- ----------
Cash flows from financing activities:
Bank overdraft 5,014 (22,934)
Net (increase) decrease in net transactions with parent 1,434,988 (320,681)
Net cash provided by (used in) financing activities 1,440,002 (343,615)
----------- ----------
Net increase (decrease) in cash -- --
Cash at beginning of year -- --
----------- ----------
Cash at end of year $ -- --
=========== ==========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE> 9
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) DESCRIPTION OF BUSINESS
Lee Engineering Company, Inc. (the "Company") is a subsidiary of
United Dominion Industries, Inc. ("UDI" or "the Parent"). The
Company manufactures material handling and ergonomic work
positioning equipment, and is located in Pawtucket, Rhode Island.
As a result of the Company's relationship with UDI, the financial
position and results of operations are not necessarily indicative
of what actually would have occurred if the Company were a
stand-alone entity. Additionally, these financial statements are
not necessarily indicative of future financial position or results
of operations.
(b) INVENTORIES
Inventories are stated at the lower of standard cost (which
approximates cost on a first-in, first-out basis) or market.
Inventory cost includes material, labor, and manufacturing
overhead.
(c) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation on
plant and equipment is calculated on the straight-line method over
the estimated useful lives of the assets. Estimated useful lives
are as follows:
<TABLE>
<CAPTION>
<S> <C>
Machinery and equipment 5 years
Furniture and fixtures 5 years
Leasehold improvements 39 years
Automobiles 5 years
Computer equipment 5 years
</TABLE>
(d) GOODWILL
Goodwill, which represents the excess of purchase price over fair
value of net assets acquired, is amortized on a straight-line
basis over 40 years, the expected periods to be benefited. The
Company assesses the recoverability of this intangible asset by
determining whether the amortization of the goodwill balance over
its remaining life can be recovered through undiscounted future
operating cash flows of the acquired operation. The amount of
goodwill impairment, if any, is measured based on projected
discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of
the recoverability of goodwill will be impacted if estimated
future operating cash flows are not achieved.
F-6
<PAGE> 10
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
(e) RESEARCH AND DEVELOPMENT AND ADVERTISING
Research and development and advertising costs are charged to
expense as incurred.
(f) INCOME TAXES
The Company does not file separate income tax returns but,
instead, files as part of the consolidated UDI return. Income
taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
(g) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual
results could differ from those estimates.
(h) FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments that potentially subject the Company to
concentrations of credit risks are primarily trade accounts
receivable. The Company performs ongoing credit evaluations of its
customers' financial condition. Allowances are provided for risks
inherent in receivables.
(i) REVENUE RECOGNITION
The Company recognizes revenue and related expenses upon the
shipment of products.
(2) INVENTORIES
Inventories consist of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------------ -----------------
<S> <C> <C>
Raw materials $ 1,631,329 1,699,253
Work-in-process 653,073 710,653
Finished goods 79,400 95,000
------------------ -----------------
$ 2,363,802 2,504,906
================== =================
</TABLE>
F-7
<PAGE> 11
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following at December 31,
1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
----------------- ----------------
<S> <C> <C>
Machinery and equipment $ 1,262,357 1,243,661
Furniture and fixtures 144,422 128,288
Leasehold improvements 254,882 240,614
Computer equipment 368,001 318,932
Automobiles 25,778 --
----------------- ----------------
2,055,440 1,931,495
Less accumulated depreciation (1,372,237) (1,179,565)
----------------- ----------------
$ 683,203 751,930
================= ================
</TABLE>
(4) INCOME TAXES
Income tax expense (benefit) attributable to income from continuing
operations consists of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
----------------- --------------- ----------------
<S> <C> <C> <C>
Year ended December 31, 1999:
Federal $ (429,851) 341 (429,510)
State and local (78,392) 62 (78,330)
----------------- --------------- ----------------
$ (508,243) 403 (507,840)
================= =============== ================
</TABLE>
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
----------------- --------------- ----------------
<S> <C> <C> <C>
Year ended December 31, 1998:
Federal $ (48,640) (20,726) (69,366)
State and local (8,870) (3,780) (12,650)
----------------- --------------- ----------------
$ (57,510) (24,506) (82,016)
================= =============== ================
</TABLE>
The amount of UDI's consolidated current and deferred tax expense
(benefit) was allocated to the Company using a separate-return method by
applying the provisions of Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes, to the Company as if the Company
were a separate taxpayer. The income tax benefit of net operating losses
have been fully utilized by UDI as of December 31, 1999.
F-8
<PAGE> 12
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
Income tax benefit differed from the amounts computed by applying the
U.S. federal income tax rate of 35% to pretax income from continuing
operations as a result of the following:
<TABLE>
<CAPTION>
1999 1998
--------------- --------------
<S> <C> <C>
Computed "expected" tax benefit $ (499,737) (117,260)
Increase (reduction) in income taxes resulting from:
Non-deductible goodwill 38,300 38,300
State and local taxes (50,915) (8,223)
Other 4,512 5,167
--------------- --------------
$ (507,840) (82,016)
=============== ==============
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1999 and 1998 are
presented below.
<TABLE>
<CAPTION>
1999 1998
--------------- --------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable principally due to
allowance for doubtful accounts $ 22,381 26,452
Capitalized production costs 24,372 22,605
Accrued vacation 26,941 30,401
Plant and equipment principally due to differences in
depreciation 79,378 74,017
--------------- --------------
Total gross deferred tax assets 153,072 153,475
Less valuation allowance -- --
--------------- --------------
Net deferred tax assets $ 153,072 153,475
=============== ==============
</TABLE>
F-9
<PAGE> 13
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
(5) LEASES
The Company has several noncancelable operating leases, primarily for
office space and office equipment. The following is a schedule of future
annual rental payments to be paid by the Company under noncancelable
operating leases in effect as of December 31, 1999:
<TABLE>
<CAPTION>
<S> <C> <C>
2000 $ 196,675
2001 875
---------------
Total $ 197,550
===============
</TABLE>
Rent expense for 1999 and 1998 is $201,850 and $265,000, respectively.
(6) TRANSACTIONS WITH PARENT
On January 1, 1997, UDI acquired the net assets of the Company for a
purchase price of $7,552,094 including approximately $4,368,782 of
goodwill. This acquisition of the Company by UDI was accounted for under
the purchase method of accounting and all purchase accounting adjustments
for the acquisition have been recognized by the Company.
The financial statements include certain corporate general and
administrative expenses incurred on a consolidated basis by UDI for all
periods presented that have been allocated to the Company. Such
allocations are included in the Company's statements of operations and
retained earnings and amounted to $1,519,917 and $377,431 in 1999 and
1998 respectively. In management's opinion, the basis for the allocation
of such costs is reasonable and is based upon the ratio of the total
direct operating costs incurred by the Company to total UDI direct
operating costs. However, the expenses allocated to the Company, although
made on a basis management believes is reasonable, may not necessarily be
representative of amounts the Company would have incurred on a
stand-alone basis.
UDI provides cash management services for the Company on a centralized
basis. During the course of the year, cash is received for the Company's
operations on a daily basis and UDI funds disbursements on an as needed
basis. Such activity together with the allocated costs described above
are reflected in the parent company's net advances and are non-interest
bearing and have no defined repayment terms and accordingly, have been
classified as a separate component of stockholder's equity.
F-10
<PAGE> 14
LEE ENGINEERING COMPANY, INC.
(A Wholly-Owned Subsidiary of United Dominion Industries, Inc.)
Notes to Financial Statements
December 31, 1999 and 1998
(7) EMPLOYEE BENEFITS
The Company participates with certain affiliated companies in the UDI
defined benefit pension plan and defined contribution retirement plan
that cover substantially all salaried and certain hourly-paid employees.
Additionally, the Company participates in the UDI medical plans, life
insurance, disability plans and other health and welfare benefit plans.
The Parent determines the Company's share of these liabilities and
allocates the liability to the Company through non-cash charges (see note
6). Expenses for employee benefits amounted to $1,301,826 and $1,506,102
for the years ended December 31, 1999 and 1998, respectively.
(8) COMMITMENTS AND CONTINGENCIES
The Company is involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse
effect on the Company's financial position, results of operations or
liquidity.
(9) SUBSEQUENT EVENT
On May 16, 2000, TBM Holdings, Inc., a Florida corporation, through its
wholly-owned subsidiary, Long Reach Holdings, Inc. ("LRH"), a Delaware
corporation, acquired the Company pursuant to a stock purchase agreement.
The acquisition was effected by LRH's purchase of all of the outstanding
common stock of the Company from UDI.
F-11
<PAGE> 15
LEE ENGINEERING COMPANY, INC.
BALANCE SHEETS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
APRIL 1, DECEMBER 31,
2000 1999
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4 $ -
Trade accounts receivable, net 2,174 2,097
Inventories 2,203 2,364
Deferred income taxes 74 74
Prepaid expenses and other current assets 30 34
--------- ---------
Total current assets 4,485 4,569
Property, plant and equipment, net 641 683
Goodwill, net 4,021 4,049
Deferred income taxes 79 79
--------- ---------
Total assets $ 9,226 $ 9,380
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,497 $ 1,638
Accrued liabilities 800 473
Bank overdraft - 146
--------- ---------
Total liabilities 2,297 2,257
Stockholders' equity:
Class A common stock; $1 par value; 1,000 shares issued
and outstanding 1 1
Additional paid-in capital 7,551 7,551
Retained deficit (617) (168)
--------- ---------
6,935 7,384
Net transactions with Parent (6) (261)
--------- ---------
Total stockholders' equity 6,929 7,123
Commitments and contingencies
Total liabilities and stockholders' equity $ 9,226 $ 9,380
========= =========
</TABLE>
See accompanying notes to unaudited financial statements.
F-12
<PAGE> 16
LEE ENGINEERING COMPANY, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
APRIL 1, MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Net Sales $ 4,624 $ 4,316
Cost of Sales 3,942 3,241
-------- ----------
Gross Profit 682 1,075
Selling, general and administrative expenses 1,131 1,434
-------- ----------
Loss from operations (449) (359)
Income tax benefit -- (128)
-------- ----------
Net loss $ (449) $ (231)
Retained earnings (deficit) at beginning
of period (168) 752
-------- ----------
Retained (deficit) earnings at end
of period (617) 421
======== ==========
</TABLE>
See accompanying notes to unaudited financial statements.
F-13
<PAGE> 17
LEE ENGINEERING COMPANY, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------
APRIL 1, MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (449) $ (231)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 75 80
Deferred income taxes - -
Inventory obsolescence expense 353 -
Changes in working capital components (79) (1,098)
---------- -----------
Net cash used in operating activities (100) (1,249)
Cash flows from investing activities -
Capital expenditures for property, plant and equipment, net (5) (112)
Cash flows from financing activities:
Change in bank overdraft payable (146) (141)
Net increase in net transactions with Parent 255 1,696
---------- -----------
Net cash provided by financing activities 109 1,555
---------- -----------
Net increase in cash 4 194
---------- -----------
Cash at beginning of period - -
---------- -----------
Cash at end of period $ 4 $ 194
========== ===========
</TABLE>
See accompanying notes to unaudited financial statements.
F-14
<PAGE> 18
LEE ENGINEERING COMPANY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
The financial statements included herein have been prepared by Lee Engineering
Company, Inc. (the "Company"), without audit, pursuant to rules and regulations
of the Securities and Exchange Commission. The financial statements reflect all
adjustments (consisting of normal recurring accruals) which are, in the opinion
of management, necessary to fairly present such information. Although the
Company believes that the disclosures are adequate to make the information
presented not misleading, certain information and footnote disclosures,
including significant accounting policies, normally included in financial
statements prepared in accordance with generally accepted accounting policies
have been omitted pursuant to such rules and regulations. These interim
financial statements should be read in conjunction with the Company's most
recently audited financial statements included herein.
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) DESCRIPTION OF BUSINESS
The Company is a subsidiary of United Dominion Industries, Inc.
("UDI" or "the Parent"). The Company manufactures material
handling and ergonomic work positioning equipment, and is located
in Pawtucket, Rhode Island.
As a result of the Company's relationship with UDI, the financial
position and results of operations are not necessarily indicative
of what actually would have occurred if the Company were a
stand-alone entity. Additionally, these financial statements are
not necessarily indicative of future financial position or results
of operations.
(b) INVENTORIES
Inventories are stated at the lower of standard cost (which
approximates cost on a first-in, first-out basis) or market.
Inventory cost includes material, labor, and manufacturing
overhead.
(c) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation on
plant and equipment is calculated on the straight-line method over
the estimated useful lives of the assets. Estimated useful lives
are as follows:
<TABLE>
<CAPTION>
<S> <C>
Machinery and equipment 5 years
Furniture and fixtures 5 years
Leasehold improvements 39 years
Automobiles 5 years
Computer equipment 5 years
</TABLE>
(d) GOODWILL
Goodwill, which represents the excess of purchase price over fair
value of net assets acquired, is amortized on a straight-line
basis over 40 years, the expected periods to be benefited. The
Company assesses the recoverability of this intangible asset by
determining whether the amortization of the goodwill balance over
its remaining life can be recovered through undiscounted future
operating cash flows of the acquired operation. The amount of
goodwill impairment, if any, is measured based on projected
F-15
<PAGE> 19
LEE ENGINEERING COMPANY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of
the recoverability of goodwill will be impacted if estimated
future operating cash flows are not achieved.
(e) RESEARCH AND DEVELOPMENT AND ADVERTISING
Research and development and advertising costs are charged to
expense as incurred.
(f) INCOME TAXES
The Company does not file separate income tax returns but,
instead, files as part of the consolidated UDI return. Income
taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized as income in
the period that includes the enactment date.
(g) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual
results could differ from those estimates.
(h) FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments that potentially subject the Company to
concentrations of credit risks are primarily trade accounts
receivable. The Company performs ongoing credit evaluations of its
customers' financial condition. Allowances are provided for risks
inherent in receivables.
(i) REVENUE RECOGNITION
The Company recognizes revenue and related expenses upon the
shipment of products.
F-16
<PAGE> 20
LEE ENGINEERING COMPANY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(2) INVENTORIES
Inventories consist of the following at April 1, 2000 and December
31, 1999:
<TABLE>
<CAPTION>
APRIL 1, DECEMBER 31,
2000 1999
--------------------- --------------------------
<S> <C> <C>
Raw materials $ 1,512 1,631
Work-in-process 602 653
Finished goods 89 80
--------------------- --------------------------
$ 2,203 2,364
===================== ==========================
</TABLE>
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
APRIL 1, DECEMBER 31,
2000 1999
-------------------- ----------------------
<S> <C> <C>
Machinery and equipment $ 1,266 1,262
Furniture and fixtures 146 144
Leasehold improvements 255 255
Computer equipment 368 368
Automobiles 26 26
-------------------- ----------------------
2,061 2,055
Less accumulated depreciation (1,420) (1,372)
-------------------- ----------------------
$ 641 683
==================== ======================
</TABLE>
(4) TRANSACTIONS WITH PARENT
On January 1, 1997, UDI acquired the net assets of the Company for a
purchase price of $7,552 including approximately $4,369 of goodwill. This
acquisition of the Company by UDI was accounted for under the purchase
method of accounting and all purchase accounting adjustments for the
acquisition have been recognized by the Company.
The financial statements include certain corporate general and
administrative expenses incurred on a consolidated basis by UDI for all
periods presented that have been allocated to the Company. Such
allocations are included in the Company's statements of operations and
retained earnings and amounted to $46 and $339 for the three months ended
April 1, 2000 and March 31, 1999 respectively. In management's opinion,
the basis for the allocation of such costs is reasonable and is based
upon the ratio of the total direct operating costs incurred by
F-17
<PAGE> 21
LEE ENGINEERING COMPANY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
the Company to total UDI direct operating costs. However, the expenses
allocated to the Company, although made on a basis management believes is
reasonable, may not necessarily be representative of amounts the Company
would have incurred on a stand-alone basis.
UDI provides cash management services for the Company on a centralized
basis. During the course of the year, cash is received for the Company's
operations on a daily basis and UDI funds disbursements on an as needed
basis. Such activity together with the allocated costs described above
are reflected in the parent company's net advances and are non-interest
bearing and have no defined repayment terms and accordingly, have been
classified as a separate component of stockholder's equity.
(5) COMMITMENTS AND CONTINGENCIES
The Company is involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse
effect on the Company's financial position, results of operations or
liquidity.
(6) SUBSEQUENT EVENT
On May 16, 2000, TBM Holdings, Inc., a Florida corporation, through its
wholly-owned subsidiary, Long Reach Holdings, Inc. ("LRH"), a Delaware
corporation, acquired the Company pursuant to a stock purchase agreement.
The acquisition was effected by LRH's purchase of all of the outstanding
common stock of the Company from UDI.
F-18
<PAGE> 22
UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
The following unaudited pro forma financial statements consist of the
condensed consolidated unaudited pro forma statement of operations of TBM
Holdings, Inc. ("TBM") for the year ended January 1, 2000 and the three
months ended April 1, 2000, and the condensed consolidated unaudited pro
forma balance sheet of TBM as of April 1, 2000, and related notes. The
condensed consolidated unaudited pro forma statements of operations of
TBM give effect to the February, 2000 merger of Long Reach Holdings, Inc.
("Long Reach") with and into a wholly-owned subsidiary of TBM (the "Long
Reach Merger") and the May, 2000 acquisition by TBM, through Long Reach,
of all of the outstanding capital stock of Lee Engineering Company,
Inc. ("Lee Engineering") from United Dominion Industries, Inc. (the "Lee
Engineering Acquisition"), as if such transactions had occurred on
January 1, 1999. The condensed consolidated unaudited pro forma balance
sheet of TBM gives effect to the Lee Engineering Acquisition as if such
transaction had occurred on April 1, 2000.
The historical data of TBM for the year ended January 1, 2000 have been
derived from TBM's audited financial statements. The unaudited historical
data of TBM as of and for the three months ended April 1, 2000 have been
derived from TBM's unaudited financial statements. The unaudited
historical data of Long Reach for the year ended January 1, 2000 and for
the period from January 2, 2000 to February 23, 2000 have been derived
from Long Reach's unaudited historical consolidated financial statements.
The historical data of Lee Engineering for the year ended December 31,
1999 have been derived from Lee Engineering's audited financial
statements. The unaudited historical data of Lee Engineering as of and
for the three months ended April 1, 2000 have been derived from Lee
Engineering's unaudited financial statements.
The unaudited pro forma financial statements are based on assumptions and
include adjustments as explained in the notes thereto. The unaudited pro
forma financial statements are not necessarily indicative of the actual
financial results if the transactions described in the preceding
paragraphs had been effective on and as of the dates indicated and should
not be considered indicative of operations in future periods or as of
future dates.
F-19
<PAGE> 23
TBM HOLDINGS, INC
CONDENSED CONSOLIDATED UNAUDITED PRO FORMA BALANCE SHEET
APRIL 1, 2000
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
TBM Lee
Holdings Engineering
ASSETS Historical Historical
--------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 12,520 $ 4
Accounts Receivable, net 4,875 2,174
Inventories 7,165 2,203
Deferred income taxes -- 74
Prepaid expenses and other receivables 150 30
--------------- -------------
Total current assets 24,710 4,485
--------------- -------------
Property, plant and equipment, net 6,947 641
Goodwill 7,300 4,021
Deferred income taxes -- 79
Other assets 261 -
--------------- -------------
$ 39,218 $ 9,226
=============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 2,456 $ 1,497
Current portion of long-term debt 180 -
Legal settlement 80 -
Accrued expenses 2,599 800
Bank overdraft payable 590 -
--------------- -------------
Total current liabilities 5,905 2,297
--------------- -------------
Revolving credit loan 5,080 -
Long-term debt, excluding current portion 5,189 -
Other long-term liabilities 109 -
Stockholders' equity:
Common stock, $.001 par value. Authorized 10,000,000 shares; 4,519,337 shares
issued and outstanding 5 -
Additional paid-in capital 35,262 7,546
Accumulated other comprehensive loss - foreign currency translation adjustments (10) -
Accumulated deficit (12,322) (617)
--------------- -------------
Total stockholders' equity (deficit) 22,935 6,929
Commitments and contingencies
--------------- -------------
$ 39,218 $ 9,226
=============== =============
<CAPTION>
TBM
Holdings
Pro Forma Pro Forma
ASSETS Adjustments (Unaudited)
--------------- ----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ (5,383)(e) $ 7,141
Accounts Receivable, net -- 7,049
Inventories 190 (f) 9,558
Deferred income taxes -- 74
Prepaid expenses and other receivables -- 180
--------------- ----------------
Total current assets (5,193) 24,002
--------------- ----------------
Property, plant and equipment, net -- 7,588
Goodwill 568 (a) 11,889
Deferred income taxes -- 79
Other assets 6 (d) 267
--------------- ----------------
$ (4,619) $ 43,825
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 310 (d) $ 4,263
Current portion of long-term debt -- 180
Legal settlement -- 80
Accrued expenses -- 3,399
Bank overdraft payable -- 590
--------------- ----------------
Total current liabilities 310 8,512
--------------- ----------------
Revolving credit loan 2,000 (b) 7,080
Long-term debt, excluding current portion -- 5,189
Other long-term liabilities -- 109
Stockholders' equity:
Common stock, $.001 par value. Authorized 10,000,000 shares; 4,519,337 shares
issued and outstanding -- 5
Additional paid-in capital (7,546)(c) 35,262
Accumulated other comprehensive loss - foreign currency translation adjustments -- (10)
Accumulated deficit 617 (c) (12,322)
--------------- ----------------
Total stockholders' equity (deficit) (6,929) 22,935
Commitments and contingencies
--------------- ----------------
$ (4,619) $ 43,825
=============== ================
</TABLE>
See accompanying notes to condensed consolidated unaudited pro forma financial
statements.
F-20
<PAGE> 24
TBM HOLDINGS, INC.
CONDENSED CONSOLIDATED UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Three month period ended April 1, 2000
(In thousands, except per share data)
<TABLE>
<CAPTION>
Long Reach Pro Forma Lee
TBM Holdings Holdings Adjustments for TBM Holdings Engineering
Historical Historical(g) the Long Reach Pro Forma Historical
(Unaudited) (Unaudited) Merger (Unaudited) (Unaudited)
------------ ----------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Net sales $ 3,655 $ 4,604 $ - $ 8,259 $ 4,624
Cost of sales 2,607 3,846 (12)(h) 6,441 3,942
------------ ---------- --------------- ------------ -----------
Gross profit 1,048 758 12 1,818 682
Selling, general and administrative
expense 1,051 1,466 (12)(h) 1,131
30 (i) 2,535
------------ ---------- --------------- ------------ -----------
Income (loss) from operations (3) (708) (6) (717) (449)
Interest expense, net (99) (204) 80 (j) (223) -
Other income (expense), net 132 - 132 -
Income (loss) before income taxes 30 (912) 74 (808) (449)
Income tax expense 22 13 -- (l) 35 -
------------ ---------- --------------- ------------ -----------
Net income (loss) $ 8 $ (925) $ 74 $ (843) $ (449)
============ ========== =============== ============ ===========
Basic earnings (loss) per share $ -
Basic weighted average shares outstanding 3,292
============
Diluted earnings (loss) per share $ -
Diluted weighted average shares
outstanding 3,442
============
<CAPTION>
Pro Forma TBM Holdings
Adjustments for the Pro Forma
Lee Engineering As Adjusted
Acquisition (Unaudited)
------------------- ------------
Net sales $ - $ 12,883
Cost of sales (17)(h) 10,366
------------------- ------------
Gross profit 17 2,517
Selling, general and administrative
expense (37)(h)
31 (i) 3,660
------------------- ------------
Income (loss) from operations 23 (1,143)
Interest expense, net (48)(j) (271)
Other income (expense), net (67)(k) 65
Income (loss) before income taxes (92) (1,349)
Income tax expense -- (l) 35
------------------- ------------
Net income (loss) $ (92) $ (1,384)
=================== ============
Basic earnings (loss) per share $ (0.42)
Basic weighted average shares outstanding 3,292
============
Diluted earnings (loss) per share $ (0.40)
Diluted weighted average shares
outstanding 3,442
============
</TABLE>
See accompanying notes to condensed consolidated unaudited pro forma financial
statements.
F-21
<PAGE> 25
TBM HOLDINGS, INC.
CONDENSED CONSOLIDATED UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
for the year ended January 1, 2000
(In thousands, except per share data)
<TABLE>
<CAPTION>
TBM Holdings
Pro Forma
Long Reach Pro Forma for the
TBM Holdings Holdings Adjustments for Long Reach
Historical Historical(g) the Long Reach Merger
(Audited) (Unaudited) Merger (unaudited)
------------ ----------- --------------- ------------
<S> <C> <C> <C> <C>
Net sales $ - $ 39,229 $ - $ 39,229
Cost of sales - 33,525 (535)(h) 32,990
------------ ----------- --------------- ------------
Gross profit - 5,704 535 6,239
Selling, general and administrative expense 446 9,257 (161)(h)
183 (i) 9,725
------------ ----------- --------------- ------------
Income (loss) from operations (446) (3,553) 513 (3,486)
Interest expense, net - (1,773) 940 (j) (833)
Other income (expense), net 470 275 - 745
Income from discontinued operations 15 - - 15
------------ ----------- --------------- ------------
Income (loss) before income taxes 39 (5,051) 1,453 (3,559)
Income tax (benefit) - (1,119) (163)(l) (1,282)
------------ ----------- --------------- ------------
Net income (loss) $ 39 $ (3,932) $ 1,616 $ (2,277)
============ =========== =============== ============
Basic and diluted earnings (loss) per share:
From continuing operations $ 0.02
Form discontinued operations 0.01
------------
Net $ 0.03
============
Basic and diluted weighted average shares
outstanding 1,401
============
<CAPTION>
TBM Holdings
Pro Forma
for the Long
Reach Merger
and the Lee
Lee Pro Forma Engineering
Engineering Adjustments for the Acquisition
Historical Lee Engineering As Adjusted
(Audited) Acquisition (Unaudited)
----------- ------------------- ------------
<S> <C> <C> <C>
Net sales $ 16,834 $ - $ 56,063
Cost of sales 12,688 (98)(h) 45,580
----------- ------------------- ------------
Gross profit 4,146 98 10,483
Selling, general and administrative expense 5,282 (2)(h)
124 (i) 15,129
----------- ------------------- ------------
Income (loss) from operations (1,136) (24) (4,646)
Interest expense, net - (192)(j) (1,025)
Other income (expense), net (291) (269)(k) 185
Income from discontinued operations - - 15
----------- ------------------- ------------
Income (loss) before income taxes (1,427) (485) (5,471)
Income tax benefit (508) (234)(l) (2,024)
----------- ------------------- ------------
Net income (loss) $ (919) $ (251) $ (3,447)
=========== =================== ============
Basic and diluted earnings (loss) per share:
From continuing operations $ (1.82)
Form discontinued operations 0.01
------------
Net $ (1.81)
============
Basic and diluted weighted average shares
outstanding 1,901
============
</TABLE>
See accompanying notes to condensed consolidated unaudited pro forma financial
statements.
F-22
<PAGE> 26
TBM HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
On May 16, 2000, TBM Holdings, Inc. ("TBM") acquired all of the capital stock of
Lee Engineering Company, Inc., for $7,383 of cash (the "Lee Engineering
Acquisition"). On May 22, 2000, TBM changed the name of Lee Engineering Company,
Inc. to Presto Lifts, Inc. ("Presto Lifts"). Presto Lifts is a manufacturer of
material handling and ergonomic work positioning equipment. The Lee Engineering
Acquisition has been accounted for using the purchase method of accounting,
effective at the date of acquisition. The purchase price was allocated to assets
purchased and liabilities assumed as follows:
<TABLE>
<S> <C>
Working capital $ 2,153
Property and equipment 641
Goodwill 4,589
-------
Purchase Price $ 7,383
=======
</TABLE>
The condensed consolidated unaudited pro forma balance sheet at April 1, 2000
presents the Lee Engineering Acquisition as if it had occurred on that date. The
condensed consolidated unaudited pro forma statements of operations for the year
ended January 1, 2000 and the three months ended April 1, 2000 give effect to
the pro forma results of TBM for the February 23, 2000 acquisition of Long Reach
Holdings, Inc. (the "Long Reach Merger") and the Lee Engineering Acquisition for
the entire periods presented.
These statements should be read in conjunction with the separate audited
financial statements and notes thereto of TBM and Long Reach Holdings, Inc.,
which have been previously filed with the Securities and Exchange Commission.
The condensed consolidated unaudited pro forma statements are not necessarily
indicative of the results of operations of TBM and the Long Reach Merger, as it
may be in the future or as it would have been had the Lee Engineering
Acquisition and the Long Reach Merger been effective January 1, 2000 or January
1, 1999.
(a) Reflects the application of the purchase price to Presto Lifts' assets
acquired and liabilities assumed. The resulting goodwill is expected to
be amortized over a period of 20 years.
(b) Reflects the proceeds to TBM from borrowings under its bank debt with
Long Reach Holdings, Inc.'s lender to finance a portion of the purchase
price.
(c) Reflects the elimination of the historical equity of Lee Engineering
Company, Inc. in applying the purchase price.
F-23
<PAGE> 27
TBM HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(d) Reflects the accrual of $310 transaction fees related to the
Lee Engineering Acquisition, including $6 of financing costs.
(e) Reflects net cash used to finance the Lee Engineering Acquisition.
(f) Reflects the write up of inventory to estimated fair value less
estimated selling costs and a reasonable profit on selling efforts.
(g) Includes results of Long Reach Holdings, Inc. for the period from
January 2, 2000 to February 23, 2000 (the date of the Long Reach
Merger) for the three months ended April 1, 2000.
(h) For the Long Reach Merger, the adjustment reflects the reduction in
depreciation in cost of sales, $535 for the year ended January 1, 2000
and $12 for the three months ended April 1, 2000. The adjustment also
reflects the reduction in depreciation in selling, general and
administrative expenses, $161 for the year ended January 1, 2000 and
$12 for the three months ended April 1, 2000. These adjustments result
from the write-down of property, plant and equipment to fair value
related to the Long Reach Merger.
For the Lee Engineering Acquisition, the adjustment reflects the
reduction in depreciation in cost of sales, $98 for the year ended
January 1, 2000 and $17 for the three months ended April 1, 2000. The
adjustment also reflects the reduction in depreciation in selling,
general and administrative expenses, $2 for the year ended January 1,
2000 and $37 for the three months ended April 1, 2000. These
adjustments result from the change in estimated useful lives of
property, plant and equipment acquired in the Lee Engineering
Acquisition.
(i) Adjustment to reflect the amortization of additional goodwill for the
year ended January 1, 2000 and the three months ended April 1, 2000.
TBM recorded goodwill of approximately $7,332 in the Long Reach Merger
and $4,589 in the Lee Engineering Acquisition and is amortizing the
goodwill over 20 years.
F-24
<PAGE> 28
TBM HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(j) Adjustment to interest expense to reflect the following:
<TABLE>
<CAPTION>
Year ended Three months ended
January 1, 2000 April 1, 2000
--------------- -------------
<S> <C> <C>
Effect of additional financing incurred with the
Long Reach Merger and the
Lee Engineering Acquisition:
Commitment fees on revolver $ 34 $ 9
Bank revolver loan:
Long Reach Merger ($3,200 at 9.5%) 304 76
Lee Engineering Acquisition ($2,000 at 9.5%) 190 48
Bank term loan ($2,500 at 9.5%) 238 59
Subordinated notes ($3,000 at 6.0%) 170 42
Other 19 20
Amortization of financing costs
resulting from the Long Reach Merger and the
Lee Engineering Acquisition ($318 amortized
between 3 to 5 years) 70 17
------- ----
Pro forma interest expense 1,025 271
Less - Historical interest expense (1,773) (303)
------- ----
Pro forma interest expense adjustment ($ 748) ($ 32)
======= ====
</TABLE>
(k) Adjustment to other income (expense), net to reflect reduction in
available working capital for short-term investments.
(l) Adjustment to reflect the tax impact on a pro forma basis using an
effective rate of 37% to the extent of available deferred tax
liabilities.
F-25
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Amendment to Report to be signed on its behalf
by the undersigned hereunto duly authorized.
TBM HOLDINGS, INC.
By: /s/ William A. Schwartz
-------------------------------------
William A. Schwartz
President
Dated: July 31, 2000
4
<PAGE> 30
Index to Exhibits
Exhibit No. Description
----------- -----------
2 Stock Purchase Agreement, dated as of May 16, 2000,
by and among Long Reach Holdings, Inc., United
Dominion Industries, Inc. and Lee Engineering
Company, Inc., previously filed as an exhibit to Form
8-K dated May 16, 2000, filed with the Commission on
May 24, 2000.
10 Amendment Two to Loan and Security Agreement, dated
as of May 16, 2000, between Long Reach Holdings, Inc.
and Bank One, Texas, N.A., previously filed as an
exhibit to Form 8-K dated May 16, 2000, filed with
the Commission on May 24, 2000.
23 Consent of KPMG.
99 Press Release dated Mary 18, 2000, previously filed
as an exhibit to Form 8-K dated May 16, 2000, filed
with the Commission on May 24, 2000.
