|
|
|
|
|
|
|
|
|
|
|
|
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A (6)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date of report (Date of earliest event reported) December 28, 1995
Commission File Number 1-16914
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 51-0304972
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1105 N. Market Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 478-4141
Not Applicable
(Former name, former address and former fiscal year, if changed since
last report.)
<PAGE>
INDEX TO THE E. W. SCRIPPS COMPANY
AMENDMENT TO CURRENT REPORT ON FORM 8-K DATED DECEMBER 28, 1995
This amendment to The E.W. Scripps Company Current Report on Form 8-K
filed on December 29, 1995 provides quarterly financial information
for Scripps Cable for the quarterly and year-to-date periods ended
June 30, 1996 under Item 7. Financial Statements and Exhibits.
Item No. Page
7 Financial Statements and Exhibits
(A) Index to Financial Statements and Financial Information F - 1
(B) Index to Pro Forma Financial Information P - 1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE E.W. SCRIPPS COMPANY
Dated : August 14, 1996 By: /s/ D. J. Castellini
D. J. Castellini
Senior Vice President,
Finance & Administration
<PAGE>
SCRIPPS CABLE
Index to Financial Statements and Financial Information
Item No. Page
1. Combined Balance Sheets F-2
2. Combined Statements of Income and Retained Earnings F-4
3. Combined Statements of Cash Flows F-5
4. Notes to Combined Financial Statements F-6
5. Management's Discussion and Analysis of Financial Condition
and Results of Operations of Scripps Cable F-8
<PAGE>
<TABLE>
SCRIPPS CABLE
COMBINED BALANCE SHEETS
<CAPTION>
( in thousands ) As of
June 30, December 31, June 30,
1996 1995 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS :
Cash and cash equivalents $ 1,782 $ 3,085 $ 971
Accounts receivable (less allowances - $1,283, $1,288, and $1,241) 10,598 12,107 9,759
Inventories 10,898 12,822 13,278
Deferred income taxes 5,421 5,421 5,421
Miscellaneous 6,066 446 2,069
Total current assets 34,765 33,881 31,498
PROPERTY, PLANT, AND EQUIPMENT :
Land and improvements 3,787 3,691 3,699
Buildings and improvements 9,672 9,529 9,576
Equipment 623,401 587,052 564,706
Total property, plant, and equipment 636,860 600,272 577,981
Less accumulated depreciation 322,497 305,715 288,287
Net property, plant, and equipment 314,363 294,557 289,694
GOODWILL AND OTHER INTANGIBLE ASSETS :
Goodwill 41,125 40,965 40,813
Non-competition agreements 5,495 5,800 5,800
Franchise costs 209,160 158,541 159,545
Customer lists 1,719 1,719 1,719
Other intangible assets 7,071 7,100 7,099
Total goodwill and other intangible assets 264,570 214,125 214,976
Less accumulated amortization 125,636 120,629 117,670
Net goodwill and other intangible assets 138,934 93,496 97,306
OTHER ASSETS 641 639 1,006
TOTAL ASSETS $ 488,703 $ 422,573 $ 419,504
See notes to combined financial statements.
</TABLE>
<PAGE>
<TABLE>
SCRIPPS CABLE
COMBINED BALANCE SHEETS
<CAPTION>
( in thousands ) As of
June 30, December 31, June 30,
1996 1995 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES :
Accounts payable $ 7,434 $ 12,244 $ 11,914
Customer deposits and unearned revenue 2,962 2,475 2,851
Accrued liabilities :
Employee compensation and benefits 901 1,174 925
Copyright and programming costs 8,256 7,164 7,658
Lawsuits and related settlements 2,488 3,784 6,100
Property taxes 1,868 1,038 2,470
Interest on advances from parent company 1,599 1,599 1,618
Income taxes 12 (22) (113)
Miscellaneous 8,175 5,818 5,587
Total current liabilities 33,695 35,274 39,010
DEFERRED INCOME TAXES 101,911 80,193 79,745
ADVANCES FROM PARENT COMPANY 347,509 312,737 315,652
OTHER LONG-TERM OBLIGATIONS 8,750 9,325 10,282
COMMITTMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDER'S DEFICIENCY :
Capital stock 1,801 1,801 1,801
Additional paid-in capital 35,144 35,144 35,144
Retained earnings (deficit) (40,107) (51,901) (62,130)
Total stockholder's deficiency (3,162) (14,956) (25,185)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY $ 488,703 $ 422,573 $ 419,504
See notes to combined financial statements.
</TABLE>
<PAGE>
<TABLE>
SCRIPPS CABLE
COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
<CAPTION>
( in thousands ) (Unaudited) (Unaudited)
Three months ended Six months ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 77,182 $ 69,750 $ 153,432 $ 136,745
OPERATING EXPENSES :
Employee compensation and benefits 11,052 11,008 22,290 22,010
Programming and copyright costs 20,881 18,299 42,099 35,991
Other operating expenses 11,596 11,425 23,944 22,539
Depreciation and amortization 12,412 14,139 27,923 27,862
Total operating expenses 55,941 54,871 116,256 108,402
OPERATING INCOME 21,241 14,879 37,176 28,343
OTHER CREDITS (CHARGES) :
Interest on advances from parent company (8,681) (8,574) (17,379) (17,237)
Other interest expense (27) (84) (27) (218)
Miscellaneous, net (23) (19) (51) 826
Net other credits (charges) (8,731) (8,677) (17,457) (16,629)
INCOME BEFORE INCOME TAXES 12,510 6,202 19,719 11,714
PROVISION FOR INCOME TAXES 5,014 2,610 7,925 4,253
NET INCOME 7,496 3,592 11,794 7,461
RETAINED EARNINGS (DEFICIT) :
Beginning of period (47,603) (65,722) (51,901) (69,591)
End of period $ (40,107) $ (62,130) $ (40,107) $ (62,130)
See notes to combined financial statements.
</TABLE>
<PAGE>
<TABLE>
SCRIPPS CABLE
COMBINED STATEMENTS OF CASH FLOWS
<CAPTION>
( in thousands ) (Unaudited)
Six months ended
June 30,
1996 1995
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 11,794 $ 7,461
Adjustments to reconcile net income
to net cash flows from operating activities:
Depreciation and amortization 27,923 27,862
Deferred income taxes (1,881) (895)
Prepaid franchise fees 1,292
Changes in certain working capital accounts (3,718) 4,612
Miscellaneous, net 165 (345)
Net operating activities 34,283 39,987
Cash Flows From Investing Activities:
Additions to property, plant, and equipment (31,378) (18,808)
Acquistion of cable television systems (62,152) (222)
Miscellaneous, net 198 112
Net investing activities (93,332) (18,918)
Cash Flows From Financing Activities:
Increase (decrease) in advances from parent company 59,619 (19,195)
Payments on advances from parent company (1,248) (1,131)
Miscellaneous, net (625) (1,875)
Net financing activities 57,746 (22,201)
Increase (Decrease) in Cash and Cash Equivalents (1,303) (1,132)
Cash and Cash Equivalents:
Beginning of year 3,085 2,103
End of period $ 1,782 $ 971
Supplemental Cash Flow Disclosures:
Interest paid $ 17,406 $ 17,387
Income taxes paid 9,722 5,578
See notes to combined financial statements.
</TABLE>
<PAGE>
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The combined financial statements of Scripps Cable include EWS Cable
Company ("EWSCC") - 100 shares of no-par capital stock authorized, 50
shares issued and outstanding; L-R Cable Company ("LRCC") - 100 shares
of no-par capital stock authorized, 50 shares issued and outstanding;
Scripps Howard Cable Company ("SHCC") - 100 shares of no-par capital
stock authorized, 80 shares issued and outstanding; Scripps Howard
Cable Company of Sacramento ("SHCCS") - 2,000 shares of no-par capital
stock authorized, 100 shares issued and outstanding, and cable
television operations owned and operated by Scripps Howard
Broadcasting Company ("SHB").
EWSCC and LRCC are wholly-owned subsidiaries of Scripps Howard, Inc.
("SHI"), which is a wholly-owned subsidiary of The E.W. Scripps
Company ("Scripps"). SHCC and SHCCS are wholly-owned subsidiary
companies of SHB. Prior to 1993 SHB was 86%-owned by SHI. SHI
acquired 5.7% of the outstanding shares of SHB in 1993 and Scripps
acquired the remaining minority interest in SHB in 1994.
The historical basis in assets and liabilities of the cable television
systems has been carried over. The historical combined financial
statements do not necessarily reflect the results of operations or
financial position that would have existed if Scripps Cable were an
independent company. SHI provides certain legal, treasury,
accounting, tax, risk management and other corporate services to
Scripps Cable.
On October 28, 1995 Scripps and Comcast Corporation ("Comcast")
reached an agreement pursuant to which Scripps will contribute all of
its non-cable television assets to SHI and SHI's cable television
systems subsidiaries ("Scripps Cable") will be transferred to and held
directly by Scripps. Scripps Cable will be acquired by Comcast
through a tax-free merger (the "Merger") with Scripps.
The closing date of the Transactions is expected prior to the end of
1996, subject to regulatory approvals and certain other conditions.
Controlling shareholders in Scripps and Comcast have agreed to vote in
favor of the Merger, and as a result completion of the Transactions is
assured so long as such conditions are satisfied and such regulatory
approvals are received. While there can be no assurances regarding
such approvals, management believes all such approvals will be
obtained.
The financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Except as disclosed herein, there has been no
material change in the information disclosed in the notes to the
combined financial statements for the year ended December 31, 1995
included in the fifth amendment to The E.W. Scripps Company's
Current Report on Form 8-K dated December 28, 1995. Financial
information as of December 31, 1995 included in these financial
statements has been derived from the audited combined financial
statements included in that report. In management's opinion all
adjustments (consisting of normal recurring accruals) necessary for
a fair presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results
that may be expected for future interim periods or for the full
year.
Certain liabilities included in these combined financial statements
(primarily income taxes payable, accruals for lawsuits and related
settlements, and amounts due Scripps) will not be assumed by Comcast.
At June 30, 1996 those liabilities totaled approximately $360,100,000.
<PAGE>
2. ACQUISITIONS AND DIVESTITURES
Acquisitions
1996 - In 1995 SHB reached an agreement to acquire cable television
systems adjacent to the Knoxville and Chattanooga systems for
$62,500,000 (the "Mid-Tenn Purchase"). The acquisitions were
completed in January 1996.
1995 - SHCC acquired a cable television system.
The following table presents additional information about the
acquisitions:
<TABLE>
<CAPTION>
( in thousands ) Six months ended
June 30,
1996 1995
<S> <C> <C>
Goodwill and other intangible assets acquired $ 50,619 $ 143
Other assets acquired 11,771 79
Total 62,390 222
Liabilities assumed (238)
Cash paid $ 62,152 $ 222
</TABLE>
The acquisitions have been accounted for as purchases. The acquired
operations have been included in the Combined Statements of Income
from the dates of acquisition. Pro forma results are not presented
because the combined results of operations would not be significantly
different from the reported amounts.
3. COMMITMENTS AND CONTINGENCIES
In 1994 Scripps Cable accrued an estimate of the ultimate costs,
including attorneys' fees and settlements, of certain lawsuits against
the Sacramento cable television system related primarily to employment
issues and to the timing and amount of late-payment fees assessed to
subscribers. In May 1996 Scripps Cable agreed to settle the late-
payment fee lawsuits. There was no additional charge resulting from
the settlement. Management believes the possibility of incurring a
loss greater than the amount accrued for the employment issues
lawsuits is remote. Amounts accrued, less payments for settlements
and attorney fees, are included in accrued lawsuits and related
settlements in the accompanying Combined Balance Sheets. Pursuant to
the terms of the Merger New Scripps will indemnify Comcast against
losses related to these lawsuits.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF SCRIPPS CABLE
Scripps Cable's revenues are primarily earned from subscriber fees for
basic, cable programming and premium television services (including
pay-per-view programming), and the rental of converters and remote
control devices. Historically Scripps Cable's revenue growth has been
primarily achieved through internal subscriber growth, additional
services offered subscribers, acquisitions, and increases in rates for
services provided to cable television subscribers. Regulations
adopted by the Federal Communications Commission ("FCC") pursuant to
the 1992 Cable Act have affected Scripps Cable's ability to increase
rates for certain subscriber services or to restructure its rates for
certain services. The Telecommunications Act of 1996 provides some
significant relief from the burdens of rate regulation by, among other
things, expanding the flexibility of operators to set differing rates
for providing services to multiple dwelling units and by modifying the
threshold for the filing of a complaint that would trigger review of
new non-basic cable programming rates. Most importantly, the new law
sets a maximum threshold of three years for the elimination of all
rate regulation of non-basic cable programming services.
RESULTS OF OPERATIONS
Earnings before interest, income taxes, corporate management fees,
depreciation, and amortization ("EBITDA") is included in the
discussion of results of operations because:
Changes in depreciation and amortization are often unrelated to
current performance. Management believes the year-over-year change in
EBITDA is a more useful measure of year-over-year performance than the
change in operating income because, combined with information on
capital spending plans, it is a more reliable indicator of results
that may be expected in future periods. However, management's belief
that EBITDA is a more useful measure of year-over-year performance is
not shared by the accounting profession.
Financial analysts use EBITDA to value cable television
businesses.
Acquisitions of cable television businesses are based on
multiples of EBITDA.
EBITDA should not, however, be construed as an alternative measure of
the amount of Scripps Cable's income or cash flow from operating
activities as EBITDA excludes significant costs of doing business.
<PAGE>
Combined results of operations are as follows:
<TABLE>
<CAPTION>
( in thousands, except per subscriber information ) Quarterly Period Year-to-Date
1996 Change 1995 1996 Change 1995
<S> <C> <C> <C> <C> <C> <C>
Operating revenues:
Basic and cable programming services $ 52,327 12.9 % $ 46,366 $ 103,491 13.7 % $ 90,995
Premium and pay-per-view services 13,887 7.7 % 12,894 28,284 11.7 % 25,329
Other monthly services 4,154 8.0 % 3,847 8,255 (0.8)% 8,320
Advertising 3,479 1.1 % 3,441 6,679 10.9 % 6,023
Installation and miscellaneous 3,335 4.2 % 3,202 6,723 10.6 % 6,078
Total operating revenues 77,182 10.7 % 69,750 153,432 12.2 % 136,745
Operating expenses:
Employee compensation and benefits 11,052 0.4 % 11,008 22,290 1.3 % 22,010
Programming and copyright costs 20,881 14.1 % 18,299 42,099 17.0 % 35,991
Other 11,596 1.5 % 11,425 23,944 6.2 % 22,539
Depreciation and amortization 12,412 (12.2)% 14,139 27,923 0.2 % 27,862
Total operating expenses 55,941 2.0 % 54,871 116,256 7.2 % 108,402
Operating income 21,241 42.8 % 14,879 37,176 31.2 % 28,343
Interest expense (8,708) (8,658) (17,406) (17,455)
Miscellaneous, net (23) (19) (51) 826
Income taxes (5,014) (2,610) (7,925) (4,253)
Net income $ 7,496 $ 3,592 $ 11,794 $ 7,461
Other Financial and Statistical Data
EBITDA $ 33,653 16.0 % $ 29,018 $ 65,099 15.8 % $ 56,205
Percent of operating revenues:
Operating income 27.5 % 21.3 % 24.2 % 20.7 %
EBITDA 43.6 % 41.6 % 42.4 % 41.1 %
Capital expenditures $ 16,384 47.4 % $ 11,115 $ 31,378 66.8 % $ 18,808
Average number of basic subscribers 806.4 7.3 % 751.5 799.5 6.8 % 748.3
Average monthly revenue per
monthly subscriber $31.90 3.1 % $30.94 $31.98 5.0 % $30.46
Program costs as a percent of
basic and premium revenue 31.95% 30.94%
Homes passed at end of period 1,256.6 6.3 % 1,181.8
Basic subscribers at end of period 804.8 7.3 % 750.4
Penetration at end of period 64.05% 63.50%
</TABLE>
<PAGE>
In January Scripps Cable acquired cable television systems adjacent to
the Knoxville and Chattanooga systems for $62,500,000 (the "Mid-Tenn
Purchase"). The acquired cable systems increased quarterly and year-
to-date operating revenues approximately 4%. The remaining increase
in operating revenues is due to subscriber growth and higher average
monthly revenue per subscriber.
Program costs have increased due to the growth in the number of
subscribers, additional programming offered subscribers, and increased
costs to produce or purchase programming. Other operating expenses
and depreciation and amortization increased primarily due to the Mid-
Tenn Purchase. The acquired cable systems increased EBITDA
approximately 5%.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $34.3 million in 1996 and
$40.0 million in 1995. Cash flow from operating activities in 1995
included an $11.3 million refund of disputed Sacramento property
taxes, including interest.
Scripps Cable invests heavily in its cable plant, continually
replacing and modernizing its technology by rebuilding and upgrading
its systems with fiber optic cable. Capital expenditures in 1996
increased primarily due to the rebuild of the Sacramento system.
Acquisitions of cable television systems and capital expenditures are
financed through cash flow from operating activities and, if necessary,
additional advances from Scripps. Advances from Scripps increased in
1996 due to the Mid-Tenn Purchase.
<PAGE>
THE E.W. SCRIPPS COMPANY
Index to Pro Forma Financial Information
Item No. Page
1. Pro Forma Balance Sheet as of June 30, 1996. P - 2
2. Pro Forma Statements of Income for the Six Months
Ended June 30, 1996. P - 3
3. Notes to Pro Forma Financial Information. P - 4
<PAGE>
<TABLE>
THE E.W. SCRIPPS COMPANY
PRO FORMA BALANCE SHEET
AS OF JUNE 30, 1996
<CAPTION>
( in thousands )
REPORTED SCRIPPS PRO FORMA PRO FORMA
AMOUNTS CABLE ADJUSTMENTS AMOUNTS
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 15,594 $ (8,000) (A) $ 7,594
Accounts and notes receivable 157,426 157,426
Program rights and production costs 32,960 32,960
Refundable income taxes 7,119 7,119
Inventories 11,126 11,126
Deferred income taxes 23,365 23,365
Miscellaneous 20,748 20,748
Total current assets 268,338 (8,000) 260,338
NET ASSETS OF DISCONTINUED CABLE OPERATIONS 354,234 $ 354,234
INVESTMENTS 51,273 51,273
PROPERTY, PLANT, AND EQUIPMENT 437,635 437,635
GOODWILL AND OTHER INTANGIBLE ASSETS 596,454 596,454
OTHER ASSETS:
Program rights and production costs (less current portion) 38,983 38,983
Miscellaneous 17,511 17,511
Total other assets 56,494 56,494
TOTAL ASSETS $ 1,764,428 $ 354,234 $ (8,000) $ 1,402,194
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 32,040 $ 32,040
Accounts payable 68,149 68,149
Customer deposits and unearned revenue 31,931 31,931
Accrued liabilities:
Employee compensation and benefits 30,281 30,281
Artist and author royalties 9,555 9,555
Interest 1,462 1,462
Income taxes 1,183 1,183
Lawsuits and related settlements 5,745 5,745
Miscellaneous 20,318 20,318
Total current liabilities 200,664 200,664
DEFERRED INCOME TAXES 63,987 63,987
LONG-TERM DEBT (LESS CURRENT PORTION) 131,815 131,815
OTHER LONG-TERM OBLIGATIONS AND MINORITY INTERESTS 114,786 114,786
STOCKHOLDERS' EQUITY 1,253,176 $ 354,234 $ (8,000) (A) 890,942
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,764,428 $ 354,234 $ (8,000) $ 1,402,194
</TABLE>
<PAGE>
<TABLE>
THE E.W. SCRIPPS COMPANY
PRO FORMA STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
<CAPTION>
( in thousands, except per share data )
REPORTED SCRIPPS PRO FORMA PRO FORMA
AMOUNTS CABLE ADJUSTMENTS AMOUNTS
<S> <C> <C> <C>
OPERATING REVENUES:
Advertising $ 234,748 $ 234,748
Circulation 65,666 65,666
Other newspaper revenue 25,411 25,411
Total newspapers 325,825 325,825
Broadcast television 155,925 155,925
Entertainment 49,819 49,819
Total operating revenues 531,569 531,569
OPERATING EXPENSES:
Employee compensation and benefits 176,216 176,216
Newsprint and ink 67,330 67,330
Program, production and copyright costs 33,068 33,068
Other operating expenses 128,586 128,586
Depreciation 24,179 24,179
Amortization of intangible assets 10,291 10,291
Total operating expenses 439,670 439,670
OPERATING INCOME 91,899 91,899
OTHER CREDITS (CHARGES):
Interest expense (3,637) (3,637)
Miscellaneous, net 323 323
Net other credits (charges) (3,314) (3,314)
INCOME BEFORE TAXES AND MINORITY INTERESTS 88,585 88,585
PROVISION FOR INCOME TAXES 38,272 38,272
INCOME BEFORE MINORITY INTERESTS 50,313 50,313
MINORITY INTERESTS 1,485 1,485
INCOME FROM CONTINUING OPERATIONS 48,828 48,828
INCOME FROM DISCONTINUED OPERATIONS 22,377 $ 22,377
NET INCOME $ 71,205 $ 22,377 $ 48,828
AVERAGE WEIGHTED SHARES 80,256 80,256 80,256
PER SHARE OF COMMON STOCK:
Income from continuing operations $.61 $.61
Income from discontinued operations .28 $.28
Net income $.89 $.28 $.61
</TABLE>
<PAGE>
THE E.W. SCRIPPS COMPANY
NOTES TO PRO FORMA FINANCIAL INFORMATION
On October 28, 1995 The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which
Scripps will contribute all of its non-cable television assets to
Scripps Howard, Inc. ("SHI" - a wholly-owned subsidiary of Scripps
and the direct or indirect parent of all of Scripps' operations) and
SHI's cable television system subsidiaries ("Scripps Cable") will be
transferred to and held directly by Scripps. Scripps Cable will be
acquired by Comcast through a tax-free merger (the "Merger") with
Scripps. The remaining SHI business will continue as "New Scripps",
which will be distributed in a tax-free "spin-off" to Scripps
shareholders (the "Spin-Off") prior to the Merger and thereafter
renamed The E.W. Scripps Company. The Merger and Spin-off are
collectively referred to as the "Transactions." The accompanying
unaudited pro forma balance sheet and statements of income of
Scripps assume completion of the Transactions.
The pro forma balance sheet as of June 30, 1996 assumes the
Transactions occurred as of that date. The pro forma statement of
income assumes the Transactions were completed at the beginning of
the period. Pro forma adjustments represent fees on the
Transactions. Earnings per share is based on the weighted average
shares outstanding for the period.
The pro forma financial information is not necessarily indicative of
the results which actually would have occurred had the Transactions
been completed as of the dates indicated or which may occur in the
future.
Explanation of specific pro forma adjustments are as follows:
(A) Effect of estimated expenses of $8.0 million on
Stockholders' Equity.
|
|