<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 33-66606
PM HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0407288
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
1401 S. HANLEY ROAD
ST. LOUIS, MISSOURI 63144
(Address of principal executive offices) (Zip Code)
(314) 768-4100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.
Yes...X.... No........
As of October 28, 1997, 454,103 shares of the registrant's common stock,
par value $.01 per share, which is the only class of common stock of the
registrant, were outstanding.
Page 1 of 18 pages
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PM HOLDINGS CORPORATION
<TABLE>
Table of Contents
Form 10-Q for the Quarterly Period
Ended September 30, 1997
<CAPTION>
Page
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PART I FINANCIAL INFORMATION
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<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at September 30,
1997 and December 31,1996 3
Consolidated Statements of Operations for
the three and nine months ended September 30,
1997 and September 30, 1996 4
Consolidated Statements of Cash Flows for
the nine months ended September 30, 1997 and
September 30,1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
<CAPTION>
PART II OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 16
</TABLE>
2
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<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<CAPTION>
DECEMBER 31, 1996
(DERIVED FROM
AUDITED FINANCIAL
SEPTEMBER 30, 1997 STATEMENTS)
------------------ -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,035 $ 25,462
Accounts receivable, net 43,695 55,816
Inventories 62,657 61,364
Prepaid expenses and other current assets 16,559 19,546
---------------------------------------------
TOTAL CURRENT ASSETS 131,946 162,188
Property, plant and equipment, net 242,840 250,600
Intangible assets, net 129,619 138,129
Other assets 60,339 62,529
---------------------------------------------
TOTAL ASSETS $564,744 $613,446
=============================================
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 55,443 $70,913
Current portion of long-term debt 28,277 23,136
Customer advance payments 2,918 17,474
Other current liabilities 25,888 31,366
---------------------------------------------
TOTAL CURRENT LIABILITIES 112,526 142,889
Other liabilities 65,342 63,741
Long-term debt 343,937 364,349
Common stock held by ESOP 36,890 36,895
Less unearned ESOP compensation 0 (2,141)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value: 200,000 shares
authorized, none issued or outstanding
Common stock, $0.01 par value: 800,000 shares
authorized, 454,103 and 453,801 shares issued
and outstanding at September 30, 1997 and
December 31, 1996, respectively 5 5
Additional paid-in capital 35,478 35,205
Accumulated deficit (28,193) (26,256)
Adjustment for minimum supplemental retirement
liabilities (1,241) (1,241)
---------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 6,049 7,713
=============================================
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $564,744 $613,446
=============================================
(SEE ACCOMPANYING NOTES)
</TABLE>
3
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<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $263,830 $290,802 $818,024 $892,815
COSTS AND EXPENSES:
Cost of products sold 220,878 250,565 685,983 766,237
Marketing, distribution and advertising 21,046 19,955 62,138 62,754
General and administrative 7,554 7,661 22,419 24,015
Amortization of intangibles 5,127 4,861 15,467 14,626
Research and development 1,855 1,906 5,109 5,463
Other (income) expense, net (693) 9,566 (3,370) 10,536
------------------------------------------------------------------
255,767 294,514 787,746 883,631
------------------------------------------------------------------
OPERATING INCOME (LOSS) 8,063 (3,712) 30,278 9,184
Interest expense 10,950 10,977 32,348 32,797
------------------------------------------------------------------
Loss before income taxes (2,887) (14,689) (2,070) (23,613)
Income tax benefit (1,184) (2,530) (199) (5,313)
------------------------------------------------------------------
NET LOSS $ (1,703) $(12,159) $ (1,871) $(18,300)
==================================================================
NET LOSS PER COMMON SHARE $ (3.78) $ (27.73) $ (4.16) $ (41.43)
==================================================================
(SEE ACCOMPANYING NOTES)
</TABLE>
4
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<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (1,871) $(18,300)
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation & amortization 37,130 38,570
Provision for loss on asset disposition 239 14,042
Compensation under ESOP 3,349 4,046
Accretion of discount on Discount Debentures 6,414 5,650
Provision for deferred income taxes (2,345) (12,265)
Other (21,154) (24,216)
------------------------------------
Net cash provided by operating activities $ 21,762 $7,527
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (19,090) (13,076)
Other 567 728
------------------------------------
Net cash used in investing activities $(18,523) $(12,348)
FINANCING ACTIVITIES:
Proceeds from revolving credit facility 3,694 24,730
Repayment of debt (21,410) (23,401)
Loan to ESOP (1,208) (6,194)
Other (742) (680)
------------------------------------
Net cash used in financing activities $(19,666) $ (5,545)
Decrease in cash and cash equivalents (16,427) (10,366)
Cash and cash equivalents at beginning of period 25,462 21,479
------------------------------------
Cash and cash equivalents at end of period $ 9,035 $ 11,113
====================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 29,049 $ 24,248
Income taxes 5,389 4,685
(SEE ACCOMPANYING NOTES)
</TABLE>
5
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PM HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
1. BASIS OF PRESENTATION
PM Holdings Corporation ("Holdings") is the parent of Purina Mills, Inc.
("Purina Mills" or the "Company"). As used herein, the term "Company" refers
to Purina Mills, Inc. and its subsidiaries. Unless the context otherwise
requires, the term "Holdings" refers to PM Holdings Corporation and its
subsidiaries. Holdings has no direct subsidiaries other than the Company and
conducts no business other than that of the Company.
The consolidated balance sheet at September 30, 1997 and the consolidated
statements of operations and cash flows for all periods presented are
unaudited and reflect all adjustments, consisting of normal recurring items,
that management considers necessary for a fair presentation. Operating
results for the fiscal 1997 interim periods are not necessarily indicative of
results to be expected for the fiscal year ending December 31, 1997. The
consolidated balance sheet at December 31, 1996 was derived from the
Holdings' December 31, 1996 audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Although Holdings believes the disclosures are adequate, certain information
and disclosures normally included in the notes to the financial statements
have been condensed or omitted as permitted by the rules and regulations of
the Securities and Exchange Commission. The accompanying unaudited financial
statements should be read in conjunction with the financial statements
contained in the Annual Report on Form 10-K for the year ended December 31,
1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Holdings and
its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Investments in affiliated companies, 20%
through 50% owned, are carried at equity.
Net Loss per Common Share
Net loss per common share for the three and nine months ended September 30,
1997 and 1996 is computed based on the weighted average number of common
shares and share equivalents outstanding during the period. Such number of
shares represents the average outstanding shares, net of the shares held by
the Employee Stock Ownership Plan (the "ESOP") and not allocated to employees
(the "Unreleased Shares").
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Common stock equivalents, which consist of stock options and stock rights units,
are not included in the computation as the results are anti-dilutive.
3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
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<S> <C> <C>
Finished goods $18,927 $19,969
Raw materials 43,730 41,395
- --------------------------------------------------------------------------
Total inventories $62,657 $61,364
==========================================================================
</TABLE>
4. LONG-TERM DEBT
The Company is required to make annual supplemental repayments under its
$130.0 million seven-year term loan (the "Senior Term Loan") in amounts equal
to 50% of Excess Cash Flow, as defined in the Credit Agreement between the
Company and the group of lending banks (the "Credit Agreement"). Based on
Excess Cash Flow for 1995, a supplemental repayment of $9.8 million was made
in April 1996. Another supplemental repayment of $10.5 million for the year
1996 was originally due on April 30, 1997; however, the Company received a
waiver from making this payment from the participants in the Credit Agreement
and can instead use these funds for other operational needs. The Company
used excess funds to extinguish $10 million of its Senior Subordinated Notes
due 2003 during the third quarter of 1997.
5. COMMON STOCK HELD BY THE ESOP
Common stock held by the ESOP (115,281 shares at September 30, 1997 and
115,296 shares at December 31, 1996) and valued at its fair market value has
been classified outside of permanent equity as, under certain conditions,
participants may require the Company to purchase for cash common stock
distributed to them by the ESOP. The unearned compensation, being the fair
market value of Unreleased Shares of approximately $2.1 million at December
31, 1996, is presented in the consolidated balance sheet as a reduction to
common stock held by the ESOP.
7
<PAGE> 8
6. SUMMARIZED FINANCIAL INFORMATION
Summarized financial information for the Company at September 30, 1997 and
for the three and nine-month periods then ended, and at December 31, 1996 and
the three and nine-month period ended September 30, 1996 is as follows (in
thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
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<S> <C> <C>
BALANCE SHEET DATA:
Current assets $133,894 $164,064
Noncurrent assets 421,925 442,011
Current liabilities 112,632 142,961
Noncurrent liabilities 334,472 359,697
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
STATEMENTS OF OPERATIONS DATA: 1997 1996 1997 1996
- ----------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $263,830 $290,802 $818,024 $892,815
Costs and expenses 255,754 294,506 787,691 883,596
Net income (loss) (221) (10,867) 2,473 (14,468)
</TABLE>
8
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ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The Company develops, manufactures and markets a comprehensive line of animal
nutrition products for dairy cattle, beef cattle, hogs, horses and poultry,
as well as specialty feeds for rabbits, zoo animals, birds, fish and pets.
For the year ended December 31, 1996 the product-mix by volume was
approximately 25% for dairy cattle, 27% for beef cattle, 21% for hogs, 7% for
horses, 8% for poultry and 12% for all others.
The feed industry generally prices products on the basis of aggregate
ingredient cost plus a dollar amount margin, rather than a gross margin
percentage. As ingredient prices fluctuate, the changes are generally passed
on to customers through weekly changes in the Company's price lists. Feed
tonnage and total income over ingredient cost ("IOIC"), which is net sales
minus cost of ingredients, and gross profit (IOIC less manufacturing costs),
rather than sales dollars, are the key indicators of performance because of
the distortions in sales dollars caused by changes in commodity prices and
product-mix between complete feed and concentrate products, to which
customers add their own base ingredients, such as corn and other grains.
When the price of grains has been relatively high, more of the Company's
customers have tended to purchase complete rations and the Company's sales
volume has been higher. When the price of grains has been relatively low,
more of the Company's customers have tended to use their own grains and mix
them with the Company's higher-margin concentrates, resulting in lower sales
volume but relatively higher overall unit margins.
Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996
Gross profit increased $2.7 million, or 6.8% over the comparable 1996 period.
Overall volume was 1.09 million tons for the third quarter of 1997, a 2.4%
decrease from the 1996 period. The decrease in volume is attributable to a
decrease in animal numbers, consolidation in the hog industry and a switch to
concentrates. Average feed IOIC per ton was $65.64, a 4.8% increase over the
three-month period ended September 30, 1996, primarily as a result of a shift
to more concentrates and improved higher value products.
Beef cattle tons increased 15.5% from the 1996 period due to an overall
increase in feedlot volume as the Company has focused additonal marketing
efforts in this segment of the beef cattle industry. IOIC increased 15.3% as
a result of the increased volume. Dairy cattle tons decreased 11.5% even
though IOIC remained consistent with the 1996 period as a result of some
product mix switch to concentrates. Hog volume decreased
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13.8% with IOIC also decreasing 9.5%. The decrease in hog volume and IOIC is
primarily attributable to a former customer discontinuing its purchases of feed
under a feed supply agreement and consolidation in the hog industry.
Laying chicken and meatbird volume increased 2.7% over the 1996 period due
primarily to the addition of two contracts in 1997. Horse volume and IOIC
increased 13.4% and 16.7%, respectively, over the 1996 period, continuing its
growth and reflecting the aggressive promotion of these products. Specialty
and other volume decreased 1.3% from the 1996 period.
Cost of products sold decreased $29.7 million, or 11.9% from the comparable
1996 period due primarily to the $30.1 million decrease in ingredient costs.
Manufacturing expenses remained consistent with the 1996 period. The total
of marketing, distribution and advertising, general and administrative, and
research and development costs increased $.9 million. The increase is
primarily due to increased marketing, distribution and advertising costs
attributed to increased IOIC and product mix.
Other (income) expense for 1997 relates to service fees and profits from
marketing arrangements and joint venture income. The 1996 period includes
the $10.5 million loss on the write-down of various manufacturing facilities
offset by $.8 million of income related to service fees and profits from
marketing arrangements and joint venture income.
Interest expense decreased as a result of the decrease in outstanding debt
offset partially by increased accretion on the Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures") and the
premium paid on the extinguishment of the Senior Subordinated Notes.
The Company's effective income tax rate exceeds the statutory rate in 1996
due to the amortization of goodwill not being allowed as a tax deduction and
the loss of state tax benefits attributable to the interest expense deduction
for the accretion of discount on the Discount Debentures. The 1997 rate
approximates the combined federal and state tax rate of the Company.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996
Gross profit increased $5.5 million, or 4.3% over the comparable 1996 period.
Overall volume was 3.36 million tons for the nine months ended September 30,
1997, a 7.9% decrease from the 1996 period. The decrease in volume is
attributable to a decrease in animal numbers, a switch to more concentrates
and consolidation in the hog industry. Average feed IOIC per ton was $64.79,
a 7.6% increase over the nine-month period ended September 30, 1996,
primarily as a result of a shift to improved higher value products.
10
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Beef cattle tons decreased 14.3% from the 1996 period due to reduced animal
numbers and excellent pasture conditions. However, IOIC only decreased 2.7%
as customers have switched to improved higher value products with higher
margins. Dairy cattle tons decreased 9.2% even though IOIC actually
increased as a result of some product mix switch to concentrates. Hog volume
decreased 11.5% with IOIC also decreasing 10.2%. The decrease in hog volume
and IOIC is primarily attributable to a former customer discontinuing its
purchases of feed under a feed supply agreement and consolidation in the hog
industry.
Laying chicken and meatbird volume increased 5.4% over the 1996 period due
primarily to the addition of two contracts in 1997. Horse volume and IOIC
increased 10.8% and 14.2%, respectively, over the 1996 period, continuing its
growth and reflecting the aggressive promotion of these products. Specialty
and other volume decreased 5.4% over the 1996 period, but IOIC remained
constant.
Cost of products sold decreased $80.3 million, or 10.5% from the comparable
1996 period due primarily to the $76.1 million decrease in ingredient costs.
Manufacturing expenses also decreased $4.1 million primarily as a result of
the reduced 1997 volume and the closing of seven plants in late 1996. The
total of marketing, distribution and advertising, general and administrative,
and research and development costs decreased $2.6 million. The decrease in
general and administrative expenses is primarily due to reduced severance
costs and selling expenses as a result of reduced volume and continued
emphasis on cost control.
Other (income) expense for 1997 relates to service fees and profits from
marketing arrangements and joint venture income. The 1996 period includes
the $14.0 million loss on the write-down of the various manufacturing
facilities offset by $2.5 million of income related to service fees and
profits from marketing arrangements and joint venture income.
Interest expense decreased as a result of the decrease in outstanding debt
offset partially by increased accretion on the Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures") and the
premium paid on the extinguishment of the Senior Subordinated Notes.
The Company's effective income tax rate exceeds the statutory rate in both
1996 and 1997 due to the amortization of goodwill not being allowed as a tax
deduction and the loss of state tax benefits attributable to the interest
expense deduction for the accretion of discount on Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures").
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 1997, net cash provided by operations
before the effects of changes in operating assets and liabilities was $42.9
million, compared to
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$31.7 million in the 1996 period. The increase is primarily attributable to the
increase in income net of the $14.0 million ($8.6 million net of deferred tax
benefit) write-down of facilities in 1996.
The Credit Agreement contains covenants that require the Company to limit
capital expenditures to $20.0 million per year. These expenditures are
permitted subject to compliance with certain financial covenants and may be
increased under certain conditions. Based on the Company's Excess Cash Flow
from September 1993 through December 31, 1996, the Company has an additional
$14.1 million available for capital expenditures. The Company currently
anticipates that its total 1997 capital expenditures will approximate $26.0
million, inclusive of approximately $12.7 million allocated for construction
of new plants in Lubbock, TX and Hagerstown, MD. The Company plans to fund
capital expenditures by using internally generated funds, borrowings from the
sale of Industrial Revenue Bonds and, if necessary, borrowing capacity under
the Revolving Credit Facility created pursuant to the Credit Agreement. At
September 30, 1997 the Company had approximately $9.0 million in cash and
cash equivalents on hand, and approximately $36.7 million (after giving
effect to borrowing base limitations) was available for borrowings under the
Revolving Credit Facility.
Net cash used in investing activities for purchases of property, plant and
equipment was approximately $19.1 million and $13.1 million for the
nine-month periods ended September 30, 1997 and 1996, respectively. Net cash
used by financing activities in the nine months ended September 30, 1997
includes debt repayments of $21.4 million as compared to $23.4 million for
the comparable 1996 period. Additionally, in 1997 the Company loaned $1.2
million to the ESOP for the purchase of shares compared to $6.2 million for
the comparable 1996 period. In 1997 the Company borrowed $3.7 million under
its Revolving Credit Facility for general corporate purposes compared to
$24.7 million for the comparable 1996 period.
The Company's cash and cash equivalents decreased from the amount at year-end
as a result of the repayment of $21.4 million in debt and the normal decrease
in prepaid feed purchases from such amounts at year end. The Company
operates with a relatively low working capital level because a majority of
its sales are made on terms whereby customers receive a 3% discount if
payment is received immediately upon shipment of feed products, and raw
ingredients are normally purchased shortly prior to manufacturing and
shipment.
Liquidity needs have been and will continue to be met through internally
generated funds and, to the extent necessary, borrowings under the Revolving
Credit Facility. Holdings' and the Company's ability to obtain additional
financing in the future for working capital, capital expenditures,
acquisitions and general corporate purposes, should they need to do so, may
be affected by cash requirements for debt service. The Credit Agreement and
the Indenture relating to the Company's 10 1/2% Senior Subordinated Notes due
2003 (the "Notes Indenture") contain numerous financial and operating
covenants, including, but not limited to, restrictions on the Company's
ability
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to incur indebtedness, pay dividends, create liens, sell assets, engage in
mergers and acquisitions, and refinance existing indebtedness. The Indenture
relating to the Discount Debentures (the "Debenture Indenture") and Holdings'
guaranty of the Credit Agreement have covenants binding Holdings that restrict
similar types of matters. Holdings' and the Company's ability to meet their
debt service obligations and to comply with the terms of these covenants depends
on the future performance of the Company.
The Credit Agreement requires that half of Excess Cash Flow (as defined) be
used to repay the Senior Term Loan, with the remaining Excess Cash Flow
available for use for additional capital expenditures, for acquisitions or
for other purposes. The mandatory supplemental repayment of Excess Cash Flow
for 1995 totaled $9.8 million and was paid April 30, 1996. Excess cash flow
for 1996 was $21.1 million. The group of lending banks that are participants
in the Credit Agreement waived the supplemental repayment of $10.5 million
due April 30, 1997 in order to allow the Company to use the funds for other
operational needs. The Company used the funds to extinguish $10 million of
its Senior Subordinated Notes due 2003.
The Credit Agreement, the Notes Indenture and the Debenture Indenture contain
provisions that restrict the payment of advances and loans from the Company
to Holdings. Holdings conducts no business other than its ownership of the
Company's common stock. Holdings has no direct funded debt obligation other
than the Discount Debentures. As those Discount Debentures do not require
any cash payments of debt service prior to 2001, the restrictive covenants
described above should not limit Holdings' ability to meet its obligations.
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PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of Holdings Filed as Exhibit 3.1 to the
Registration Statement on Form S-1 of
Holdings and PMI, Registration No.
33-66606 and incorporated herein by
reference
3.2 Bylaws of Holdings Filed as Exhibit 3.3 to the
Registration Statement on Form S-1 of
Holdings and PMI, Registration No.
33-66606 and incorporated herein by
reference
4.1 Indenture by and between Holdings and NationsBank Filed as Exhibit 4.1 to the
of Texas, National Association, as Trustee, with Registration Statement on
respect to the 11 1/2% Series A and Series B Form S-1 of Holdings, Registration
Discount Debentures No. 33-70920 and incorporated herein
by reference
4.2 Indenture dated as of September 27, 1993 by and Filed as Exhibit 4.1 to the Current
between the Company and IBJ Schroder Bank & Trust Report on Form 8-K of Holdings dated
Company, as Trustee, with respect to the 10 1/4% September 27, 1993 and incorporated
Senior Subordinated Notes due 2003, including the herein by reference
form of Note and guaranty of Holdings
4.3 Stockholders Agreement among Holdings and certain Filed as Exhibit 4.4 to the Current
holders of Holdings Common Stock effective as of Report on Form 8-K of Holdings dated
September 27, 1993 September 27, 1993 and incorporated
herein by reference
4.4 Employee Stockholders' Agreement among Holdings Filed as Exhibit 4.5 to the Current
and certain holders of Holdings Common Stock Report on Form 8-K of Holdings dated
effective as of September 27, 1993 September 27, 1993 and incorporated
herein by reference
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<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.5 Registration Rights Agreement among Holdings Filed as Exhibit 4.6 to the Current
and certain holders of Holdings Common Stock Report on Form 8-K of Holdings dated
effective as of September 27, 1993 September 27, 1993 and incorporated
herein by reference
4.6 Registration Rights Agreement among Holdings Filed as Exhibit 4.8 to the Current
and the holders of Holdings Common Stock issued Report on Form 8-K of Holdings dated
as a part of the Units effective as of September September 27, 1993 and incorporated
27, 1993 herein by reference
27.1<F*> Financial Data Schedule
<FN>
- --------------------
<F*> Filed herewith
</TABLE>
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended September 30,
1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PM HOLDINGS CORPORATION
Date: November 6, 1997 /s/Ian R. Alexander
----------------------------
Ian R. Alexander
Executive Vice President and
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION INCORPORATION BY REFERENCE TO
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of Holdings Filed as Exhibit 3.1 to the Registration
Statement on Form S-1 of Holdings and PMI,
Registration No. 33-66606 and incorporated
herein by reference
3.2 Bylaws of Holdings Filed as Exhibit 3.3 to the Registration
Statement on Form S-1 of Holdings and PMI,
Registration No. 33-66606 and incorporated
herein by reference
4.1 Indenture by and between Holdings and NationsBank Filed as Exhibit 4.1 to the Registration
of Texas, National Association, as Trustee, with Statement on Form S-1 of Holdings,
respect to the 11 1/2% Series A and Series B Registration No. 33-70920 and incorporated
Discount Debentures herein by reference
4.2 Indenture dated as of September 27, 1993 by and Filed as Exhibit 4.1 to the Current Report on
between the Company and IBJ Schroder Bank & Trust Form 8-K of Holdings dated September 27, 1993
Company, as Trustee, with respect to the 10 1/4% and incorporated herein by reference
Senior Subordinated Notes due 2003, including the
form of Note and guaranty of Holdings
4.3 Stockholders Agreement among Holdings and certain Filed as Exhibit 4.4 to the Current Report on
holders of Holdings Common Stock effective as of Form 8-K of Holdings dated September 27, 1993
September 27, 1993 and incorporated herein by reference
4.4 Employee Stockholders' Agreement among Holdings Filed as Exhibit 4.5 to the Current Report on
and certain holders of Holdings Common Stock Form 8-K of Holdings dated September 27, 1993
effective as of September 27, 1993 and incorporated herein by reference
4.5 Registration Rights Agreement among Holdings and Filed as Exhibit 4.6 to the Current Report on
certain holders of Holdings Common Stock effective Form 8-K of Holdings dated September 27, 1993
as of September 27, 1993 and incorporated herein by reference
4.6 Registration Rights Agreement among Holdings and Filed as Exhibit 4.8 to the Current Report on
the holders of Holdings Common Stock issued as a Form 8-K of Holdings dated September 27, 1993
part of the Units effective as of September 27, and incorporated herein by reference
1993
27.1<F*> Financial Data Schedule
<FN>
- --------------------
<F*> Filed herewith
</TABLE>
17
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0
0
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<EPS-PRIMARY> (4.16)
<EPS-DILUTED> (4.16)
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