<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 0-22604
WHITE RIVER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 93-1011071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 Westchester Avenue, Suite 201, 10604
White Plains, New York (Zip Code)
(Address of principal executive offices)
(914) 251-0237
(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 reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of May 8, 1997, 4,874,756 shares of White River Corporation common stock, par
value $0.01 per share, were outstanding.
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WHITE RIVER CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Interim Statements of Financial Condition,
March 31, 1997 (Unaudited), and December 31, 1996 3
Consolidated Interim Statements of Operations (Unaudited),
Quarters Ended March 31, 1997, and 1996 4
Consolidated Interim Statements of Cash Flows (Unaudited),
Quarters Ended March 31, 1997, and 1996 5
Notes to Consolidated Interim Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 16
</TABLE>
2
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL CONDITION
- -------------------------------------------------------------------------------------------------------------------
Dollars in thousands, except per share amounts March 31, 1997 Dec. 31, 1996
- -------------------------------------------------------------------------------------------------------------------
Assets (Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 195,113 $ 188,365
Investment securities, at market value (adjusted cost: $47,566 and $42,892) 76,871 72,699
Accounts receivable, less allowances of $1,967 and $1,946 11,474 10,661
Other current assets 5,822 4,545
---------- ----------
Total current assets 289,280 276,270
Other investments, at adjusted cost (fair value: $34,790 and $39,813) 22,124 26,420
Goodwill, less accumulated amortization of $15,992 and $14,675 22,413 23,730
Purchased software and equipment, less accumulated amortization and depreciation
of $37,885 and $35,188 19,492 20,478
Deferred Income tax asset 6,610 6,410
Other assets 1,088 1,204
---------- ----------
Total assets $ 361,007 $ 354,512
===================================================================================================================
Liabilities
Accounts payable and accrued expenses $ 22,227 $ 21,334
Deferred revenues 9,046 5,709
Current portion of contract funding 27 123
Current portion of notes payable and other debt 122 120
---------- ----------
Total current liabilities 31,422 27,286
Deferred income tax liability 19,517 21,867
Non-controlling interest in net assets of subsidiary 21,631 18,950
Notes payable and other debt 80 111
Other liabilities 27,487 22,591
---------- ----------
Total liabilities 100,137 90,805
---------- ----------
Redeemable preferred stock 7,179 7,175
---------- ----------
Stockholders' equity
Series B, Participating Cumulative Preferred Stock - par value $1.00
per share; 50,000 shares designated; none issued --
Common stock - par value $0.01 per share;
62,500,000 shares authorized; 6,370,000 shares issued 64 64
Common paid-in surplus 249,763 249,546
Retained earnings 33,816 36,438
Net unrealized investment gains, net of tax 18,922 19,358
Common stock in treasury, at cost (1,495,244 shares) (48,874) (48,874)
---------- ----------
Total stockholders' equity 253,691 256,532
---------- ----------
Total liabilities, redeemable preferred stock and stockholders' equity $ 361,007 $ 354,512
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated interim
financial statements.
3
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WHITE RIVER CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended
In thousands, March 31,
----------------------
except per share amounts 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Insurance-related services $ 36,777 $ 31,369
Investment income 2,562 1,969
Other revenues 1,559 --
--------- ----------
Total revenues 40,898 33,338
--------- ----------
Operating expenses
Compensation and benefits 19,103 14,205
Other operating expenses 23,683 16,865
--------- ----------
Total operating expenses 42,786 31,070
--------- ----------
Operating income(loss) (1,888) 2,268
--------- ----------
Net realized investment gains 669 --
--------- ----------
Interest expense 37 1,032
--------- ----------
Pretax loss (1,256) 1,236
Income tax expense 1,248 2,744
--------- ----------
Net loss (2,504) (1,508)
Dividends and accretion on redeemable preferred stock 118 149
--------- ----------
Net loss applicable to common stock $ (2,622) $ (1,657)
========= ==========
Primary Loss per common share $ (0.54) $ (0.34)
Fully-diluted Loss per common share $ (0.54) $ (0.34)
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated interim
financial statements.
4
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WHITE RIVER CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS(Unaudited)
- --------------------------------------------------------------------------------
Quarter Ended March 31
------------------------------
In thousands 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income (loss) $ (2,504) $ (1,508)
Adjustments to reconcile net income (loss) to net cash and cash equivalents
provided from operations:
Net investment gains (669) --
Amortization and depreciation of purchased software and equipment 2,811 3,511
Amortization of goodwill 1,317 1,544
Minority interest 2,111 --
Contract funding revenue amortization (96) (1,294)
Deferred income tax expense (benefit) (2,115) 1,529
Changes in:
Other current assets and accounts receivable (2,090) (2,394)
Other liabilities 4,898 2,235
Deferred revenues 3,337 1,534
Accounts payable and accrued expenses 893 2,155
Other, net (221) 148
--------- ----------
Net cash and cash equivalents provided from operations 7,672 7,460
--------- ----------
Cash flows provided from investing activities:
Proceeds from sales of investment securities 1,207 --
Purchases of software and equipment (1,825) (1,018)
Purchases of investment securities (950) --
Other, net -- 18
--------- ----------
Net cash and cash equivalents used for investment activities (1,568) (1,000)
--------- ----------
Cash flows provided from financing activities:
Proceeds from issuance of subsidiary stock 786 --
Principal payments on notes payable and other debt (29) (5,824)
Proceeds from notes payable and other debt -- 4,500
Purchases of treasury stock -- (501)
Dividends paid on redeemable preferred stock (118) (118)
Other, net 5 --
--------- ----------
Net cash and cash equivalents provided from (used for) financing activities 644 (1,943)
--------- ----------
Net increase in cash and cash equivalents during period 6,748 4,517
Cash and cash equivalents balance at beginning of period 188,365 139,245
--------- ----------
Cash and cash equivalents balance at end of period $ 195,113 $ 143,762
===================================================================================================================
Supplemental information:
Income taxes refunded (paid) $ (1,101) $ 2,371
Interest paid $ 17 $ 1,028
Non-cash equipment financing $ -- $ 544
===================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated interim
financial statements.
5
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WHITE RIVER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION
White River Corporation (together with its wholly-owned subsidiaries, unless the
context requires otherwise, "White River" or, together with all of its
subsidiaries, the "Company") commenced operations in its present form on
September 24, 1993, concurrent with the purchase and other transfer of selected
assets and the assumption of certain liabilities (collectively, the
"Capitalization") from its former parent company, Fund American Enterprises
Holdings, Inc., and certain of its subsidiaries (together, "Fund American"). On
December 22, 1993, Fund American distributed (the "Distribution") approximately
75% of the outstanding shares of White River common stock, par value $0.01 per
share (the "Common Stock"), to all holders of Fund American common stock.
Based upon the composition of its assets at the time of the Capitalization,
White River met the definition of an investment company (an "Investment
Company") under the Investment Company Act of 1940 (the "Investment Company
Act"). In anticipation of the Distribution, White River submitted an application
to the Securities and Exchange Commission (the "Commission") seeking exemptive
relief from various provisions of the Investment Company Act. During December
1993, White River received from the Commission a temporary exemption from
registering as an Investment Company for a period of up to two years. During
October 1995, White River filed a report with the Commission which concluded
that, based upon the composition of its assets, White River no longer met the
definition of an Investment Company. Since the filing of such report, White
River has conducted and intends to continue to conduct its business operations
so as to avoid having to register as an Investment Company under the Investment
Company Act.
During June 1994, White River completed its acquisition (the "CCC Acquisition")
of a majority of the total outstanding common stock, par value $0.10 per share
(the "CCC Common Stock"), of CCC Information Services Group Inc. (together with
its subsidiaries, unless the context requires otherwise, "CCC", formerly
InfoVest Corporation). In addition, at the time of the CCC Acquisition, White
River acquired redeemable preferred stock issued by CCC with a face value of
$37.5 million. CCC is a supplier of automobile claims information and
processing, claims management software and communications services. During
August 1996, CCC completed an initial public offering (the "CCC IPO") which
raised net proceeds of $72.1 million in exchange for 6.9 million newly issued
shares of CCC Common Stock. CCC used the proceeds from the CCC IPO to redeem a
substantial portion of the outstanding CCC Preferred Stock and to retire certain
of its outstanding commercial bank debt. As a result of the CCC IPO, White River
received $34.8 million, including accrued but unpaid dividends, as a partial
redemption of the CCC Preferred Stock which White River held. As of March 31,
1997, White River held approximately 36% of the total outstanding shares of CCC
Common Stock, as well as CCC Preferred Stock with an aggregate stated value of
$4.7 million. Certain of the shares of the CCC Preferred Stock held by White
River provide White River with 51% of the voting power associated with CCC's
total outstanding voting stock, when combined with the shares of CCC Common
Stock held by White River.
6
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WHITE RIVER CORPORATION AND SUBSIDIARIES
During April 1996, White River, through its wholly-owned subsidiary Hanover
Accessories, Inc. ("Hanover"), became engaged in the design, distribution, sale
and retail servicing of popular-priced fashion accessories, primarily for the
children's market. Hanover currently markets over 3,500 different styles of
products, many of which are exclusive designs available only to Hanover. All of
Hanover's products are supplied through contract manufacturers.
NOTE 2. BASIS OF PRESENTATION
The accompanying consolidated interim financial statements include the accounts
of White River and its subsidiaries, including those of CCC. The consolidated
interim financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP"). All significant intercompany balances
have been eliminated in consolidation. The consolidated interim financial
statements include all adjustments (consisting solely of normal recurring
adjustments) considered necessary by management to fairly present the financial
condition, results of operations and cash flows of the Company. Notwithstanding
the foregoing, these consolidated interim financial statements may not be
indicative of financial results for the full year or for any other future
period. Such consolidated interim financial statements should be read in
conjunction with White River's 1996 Annual Report to Stockholders and Form 10-K
as filed with the Securities and Exchange Commission.
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities as well as the disclosure of contingent assets and
liabilities as of the date of the financial statements. Such estimates also have
a pervasive affect upon the reported amounts of revenues and expenses reflected
in the consolidated interim statements of operations. Actual results could
differ from these estimates.
Certain accounts in prior year financial statements have been reclassified for
comparative purposes to conform with the presentation in the current year
financial statements.
NOTE 3. INCOME (LOSS) PER COMMON SHARE
The calculation of primary income (loss) per common share is computed by
dividing net income (loss) applicable to common stock for the quarters ended
March 31, 1997, and 1996, by the weighted average number of outstanding shares
of Common Stock for such periods, which was 4.9 million for both quarters. The
calculation of fully-diluted income (loss) per common share is computed by
dividing net income (loss) applicable to common stock for the quarters ended
March 31, 1997, and 1996, by the sum of the weighted average number of
outstanding shares of Common Stock and potentially dilutive securities, if any,
for such periods. No dividends were declared on shares of Common Stock during
such periods.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," in February 1997.
This statement establishes standards for computing and presenting earnings per
share ("EPS"). This statement is effective for financial statements issued for
periods ending after December 15,1997; earlier adoption is not permitted. The
adoption of the SFAS No. 128 would
7
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WHITE RIVER CORPORATION AND SUBSIDIARIES
not have had a material effect on the EPS information presented for the
quarters ended March 31, 1997 and 1996.
NOTE 4. INCOME TAXES
Income tax expense is based on income recognized for financial statement
purposes and includes the effects of temporary differences between such income
and that recognized for tax return purposes. For the quarter ended March
31,1997, the Company recorded income tax expense of $1.2 million on a pretax
loss of $1.3 million. For the quarter ended March 31,1996, the Company recorded
income tax expense of $2.7 million on pretax income of $1.2 million. The major
components that caused the Company's effective tax rate to exceed the Federal
statutory rate of 35% in both years are the amortization of goodwill and the
undistributed earnings of CCC.
8
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WHITE RIVER CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition - As of March 31, 1997 and December 31, 1996
Book value per common and common equivalent share increased $0.40, or 1%, to
$52.38 at March 31, 1997, from $51.98 at December 31, 1996. The increase was
primarily due to investment income generated on invested balances of cash and
cash equivalents.
Cash and cash equivalents as of March 31, 1997, totalled $195.1 million, as
compared to $188.4 million as of December 31, 1996. Substantially all of the
cash balances of $177.1 million which were held by White River were deposited
with several major banking institutions in interest-bearing accounts with
maturities of six days or less. For the quarter ended March 31, 1997 and the
year ended December 31, 1996, such deposits earned a weighted average interest
rate of 5.4% per annum.
The White River board of directors (the "White River Board") continues to
consider the level of capital available to White River in light of its current
operating needs and the prospects for the acquisition of additional operating
businesses. If, as the result of such analysis, it is determined that
stockholder value would best be enhanced through the return of capital to
stockholders, White River may distribute to its stockholders, through share
repurchases or other means approved by the White River Board, funds which the
White River Board concludes are in excess of the current and projected capital
needs of White River.
Results of Operations -- Quarters Ended March 31, 1997, and 1996
The Company reported a net loss applicable to common stock of $2.6 million, or
$0.54 per fully-diluted common share, for the quarter ended March 31, 1997, as
compared to a net loss of $1.7 million, or $0.34 per fully-diluted common share,
for the corresponding period ended March 31, 1996. The 1997 results reflect a
pretax operating loss of $1.9 million, as compared to pretax income of $2.3
million for the same period in 1996.
Investment Operations
White River's pretax investment income totalled $2.6 million for the quarter
ended March 31, 1997 compared to $2.0 for the corresponding quarter in 1996, due
to a higher level of investments in cash and cash equivalents in 1997.
Pretax net realized investment gains totalled $0.7 million for the quarter ended
March 31, 1997 due to the sale of certain investment securities.
Insurance-Related Services
CCC's revenues from insurance-related services increased $5.4 million, or 17.2%,
to $36.8 million for the quarter ended March 31, 1997, from $31.4 million for
the corresponding period in 1996. This increase was due primarily to higher
revenues from collision estimating software licensing and from CCC's outsourced
claims
9
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WHITE RIVER CORPORATION AND SUBSIDIARIES
and vehicle valuation services. Collision estimating software licensing revenues
increased during 1997 primarily due to growth in the number of software
licenses, particularly in the Autobody and Insurance markets. Outsourced claims
services revenues increased primarily as a result of higher transaction volume,
and vehicle valuation services revenues increased as a result of improvements to
the product which assist customers in settling totaled vehicle claims.
On a stand-alone basis, CCC reported net income before accretion and dividends
on preferred stock of $3.4 million for the quarter ended March 31, 1997 as
compared to $2.6 million for the corresponding quarter in 1996. Such results
exclude the effects of White River's amortization and adjustment of goodwill and
purchased software associated with the CCC Acquisition, which reduced CCC's
stand-alone reported net income by $1.9 million during the quarter ended March
31, 1997 and $3.5 million for the corresponding period in 1996. In addition,
White River recorded a $2.1 million expense for the first quarter 1997 which
represents the equity in earnings of a noncontrolling interest in CCC. No
comparable expense was recognized in the first quarter 1996, because the
minority interest prior to the August, 1996 CCC IPO represented a recoverable
balance which was not reflected in the consolidated statements of financial
condition, as the minority interest did not guarantee the obligations of CCC nor
was it otherwise committed to provide further financial support. The 1996
adjustment to CCC's stand-alone results includes income tax benefits of $1.2
million, which were recorded by CCC but which were reflected in consolidation by
White River as a reduction of goodwill.
Fashion Accessories
Hanover, which began operations in April 1996, had revenues from the sale of
fashion accessories of $1.6 million for the quarter ended March 31, 1997. These
sales are reported as Other revenues in the accompanying consolidated interim
statements of operations. Hanover reported an operating loss of $0.2 million for
the quarter ended March 31, 1997. As of March 31, 1997, White River's investment
in and advances to Hanover totalled $1.5 million.
Operating Expenses
Compensation and benefits expense increased 34.5%, to $19.1 million for the
quarter ended March 31, 1997, as compared to $14.2 million for the corresponding
quarter in 1996. The 1997 quarterly result reflects a $2.9 million increase in
White River's provision for deferred stock-based incentive awards, which was due
to increases in the market value of Common Stock during such period. Hanover's
operations, which did not begin until April 1996, added $0.7 million to this
expense during the 1997 period. Additionally, CCC's compensation and benefits
increased $1.2 million in 1997 compared to the 1996 period, due to higher
staffing required to support revenue growth and product development activities.
Other operating expenses increased 40.4%, to $23.7 million for the quarter ended
March 31, 1997, as compared to $16.9 million for the corresponding quarter in
1996. Such increase was due to (i) An increase in CCC's operating expenses of
$2.8 million, or 19.9%, which was primarily attributable to an increase in
productive and customer support capacity necessary to support increased
revenues, as well as to efforts to build and upgrade internal systems.
Furthermore, during the first quarter 1996, CCC had constraints imposed
10
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WHITE RIVER CORPORATION AND SUBSIDIARIES
on operating expenditures due to principal payment obligations and restrictive
covenants attributable to its previous commercial bank credit facility; (ii) a
$0.9 million increase in the provision by the Company for directors' stock based
incentive awards which is due to increases in the market value of Common Stock
during such period; and (iii) the recording by the Company of a $2.1 million
expense related to equity in earnings of a noncontrolling interest in CCC for
the first quarter 1997. No comparable expense was recognized in the first
quarter 1996, because the minority interest prior to the August, 1996 CCC IPO
represented a recoverable balance which was not reflected in the consolidated
statements of financial condition, as the minority interest did not guarantee
the obligations of CCC nor was it otherwise committed to provide further
financial support.
Interest Expense
Interest expense totalled thirty seven thousand dollars for the quarter ended
March 31, 1997 as compared to $1.0 million for the corresponding quarter 1996.
The decrease is due primarily to the repayment of CCC's long-term debt and
contract funding amortization following its initial public offering in August
1996.
New Accounting Pronouncement
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," in February 1997.
This statement establishes standards for computing and presenting earnings per
share ("EPS"). This statement is effective for financial statements issued for
periods ending after December 15,1997; earlier adoption is not permitted. The
adoption of the SFAS No. 128 would not have had a material effect on the EPS
information presented for the quarters ended March 31, 1997 and 1996.
Liquidity and Capital Resources
White River
As of March 31, 1997, the Company had consolidated cash and cash equivalents of
$195.1 million, of which $177.1 million relate to balances held by White River
primarily in accounts with banks with maturities of six days or less. White
River's primary sources of additional cash include sales of investments as well
as interest earned on cash equivalents and dividends earned from the investment
portfolio. For the foreseeable future, White River does not expect to receive
cash dividends on its holdings of CCC Common Stock. As of March 31, 1997, White
River continues to hold CCC Preferred Stock with a redemption value of $5.1
million, including accrued but unpaid dividends. The remaining CCC Preferred
Stock held by White River must be redeemed by June 16, 1999, and may be redeemed
sooner under certain circumstances including the occurrence of subsequent
offerings of CCC Common Stock. White River has not made any formal or informal
commitment to make additional investments in or advances to CCC and is not a
direct or indirect guarantor of any CCC indebtedness.
Cumulative repurchases of shares of Common Stock during the period from the
Distribution through March 31, 1997, totalled approximately 1.5 million shares
at an aggregate cost of $48.9 million. As of March 31, 1997,
11
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WHITE RIVER CORPORATION AND SUBSIDIARIES
White River may repurchase approximately 0.5 million additional shares of Common
Stock under its existing share repurchase authorization.
Although no assurances can be given, management believes that available cash
will be sufficient for White River to satisfy its working capital requirements
for the foreseeable future. The White River Board continues to consider the
level of capital available to White River in light of its current operating
needs and prospects for the acquisition of additional operating businesses. If,
as the result of such analysis, it is determined that stockholder value would
best be enhanced through the return of capital to stockholders, White River may
distribute to stockholders, through share repurchases or other means approved by
the White River Board, funds which the White River Board concludes are in excess
of the current and projected capital needs of White River.
CCC
Since the retirement of the Former Credit Facility, CCC's principal liquidity
requirements are to provide for operating activities, including product
development, and to fund purchases of equipment for internal and customer
purposes. For the quarter ended March 31, 1997, net cash provided by CCC's
operating activities was $8.0 million. CCC used $1.8 million of cash to purchase
equipment and software and invested $1.0 million in marketable securities.
Management believes that cash flows from CCC's operations and an available $20.0
million under its revolving credit facility (the "New CCC Facility") will be
sufficient to meet CCC's liquidity needs over the next 12 months. Through March
31,1997, there have been no borrowings under the New CCC Facility. There can be
no assurance, however, that CCC will be able to satisfy its liquidity needs in
the future without engaging in financing activities beyond those described
above.
12
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WHITE RIVER CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is party to various claims and routine litigation arising
in the normal course of their businesses. Such claims and litigation
are not expected to have a material adverse effect upon the Company.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
*2.1 Purchase Agreement, dated as of April 15, 1994, among
White River Ventures, Inc. and Teachers Insurance and
Annuity Association of America, The Mutual Life Insurance
Company of New York, TCW Special Placements Fund II, TCW
Capital and BankAmerica Capital Investments (Current
Report on Form 8-K dated April 15, 1994, File No.
0-22604 -- Exhibit 2.1).
*2.1 (a) Index of Omitted Schedules; Agreement to Furnish Upon
Request (Current Report on Form 8-K dated April 15, 1994,
File No. 0-22604 -- Exhibit 2.1(a)).
*2.2 Reorganization Agreement, dated as of June 16, 1994,
between InfoVest Corporation and White River Ventures,
Inc. (Current Report on Form 8-K dated June 16, 1994, File
No. 0-22604 -- Exhibit 2.1).
*2.2 (a) Index of Omitted Schedules; Agreement to Furnish Upon
Request (Current Report on Form 8-K dated June 16, 1994,
File No. 0-22604 -- Exhibit 2.1(a)).
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WHITE RIVER CORPORATION AND SUBSIDIARIES
*2.3 Stock and Asset Purchase Agreement, dated as of August 25,
1994, by and among InfoVest Corporation and Credit Card
Service Corporation and Faneuil, Inc., New Service, Inc.
and Faneuil ISG, Inc. (Current Report on Form 8-K dated
August 25, 1994, File No. 0-22604 -- Exhibit 2.1).
*2.3 (a) Index of Omitted Exhibits and Schedules; Agreement to
Furnish Upon Request (Current Report on Form 8-K dated
August 25, 1994, File No. 0-22604 -- Exhibit 2.1(a)).
*3.1 Restated Certificate of Incorporation of the Registrant as
filed with the Secretary of State of the State of Delaware
(Form 10, File No. 0-22604 -- Exhibit 3.1).
*3.2 By-Laws of the Registrant (Form 10, File No. 0-22604 --
Exhibit 3.2).
*4.1 Rights Agreement between the Registrant and First Chicago
Trust Company of New York, as Rights Agent (Form 8-A, File
No. 0-22604 -- Exhibit 1).
*4.2 Certificate of Designations of Series A, Non-Participating
Cumulative Preferred Stock (Form 10, File No. 0-22604 --
Exhibit 4.2).
*4.3 Certificate of Designations of Series B, Participating
Cumulative Preferred Stock (Form 10- K for the year ended
December 31, 1993, File No. 0-22604 -- Exhibit 4.3).
*4.4 White River Common Stock Certificate (Form 10-K for the
year ended December 31, 1993, File No. 0-22604 -- Exhibit
4.4).
*10.1 1993 Incentive Compensation Plan of the Registrant adopted
on September 24, 1993 (Form 10, File No. 0-22604 --Exhibit
10.1).
*10.2 Voluntary Deferred Compensation Plan of the Registrant
adopted on September 24, 1993 (Form 10, File No. 0-22604
-- Exhibit 10.2).
*10.3 Deferred Benefit Plan of the Registrant adopted on
September 24, 1993 (Form 10, File No. 0-22604 -- Exhibit
10.3).
*10.4 Letter Agreement Evidencing Award of Performance Units
between the Registrant and Andrew Delaney (Form 10-K for
the year ended December 31, 1993, File No. 0-22604 --
Exhibit 10.4).
*10.5 Letter Agreement Evidencing Award of Performance Units
between the Registrant and Gordon S. Macklin (Form 10-K
for the year ended December 31, 1993, File No. 0-22604 --
Exhibit 10.5).
*10.6 Credit Agreement dated as of December 13, 1993, between
the Registrant and Fund American Enterprises Holdings,
Inc. (Form 10-K for the year ended December 31, 1993, File
No. 0-22604 -- Exhibit 10.6).
*10.7 Intercompany Services and Expense Sharing Agreement dated
as of September 24, 1993, between the Registrant and Fund
American Enterprises Holdings, Inc. (Form 10, File No. 0-
22604 -- Exhibit 10.8).
*10.8 First Amendment to the Deferred Benefit Plan of the
Registrant dated as of December 17, 1993 (Form 10-K for
the year ended December 31, 1993, File No. 0-22604 --
Exhibit 10.10).
14
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
*10.9 Stockholders' Agreement, dated as of June 16, 1994, by and
among CCC, White River Ventures, Inc. and the Inside
Stockholders of CCC identified on Exhibit A thereto
(Current Report on Form 8-K dated June 16, 1994, File No.
0-22604 -- Exhibit 10.1).
*10.10 Regulatory Contingency Agreement, dated as of June 16,
1994, between CCC and White River Ventures, Inc. (Current
Report on Form 8-K dated June 16, 1994, File No. 0-22604 --
Exhibit 10.2).
*10.11 Registration Rights Agreement, dated as of May 23, 1995,
between the Registrant and the Selling Stockholders
referred to therein (incorporated by reference to Exhibit
10.1 to the Registrant's Registration Statement on Form S-3
(File No. 33-93544).
*11 Statement re Computation of Per Share Earnings
(incorporated herein by reference to Exhibit 11 of the
Company's Annual Report on Form 10-K, dated December 31,
1996, Commission File No. 0-22604 -- Exhibit 11).
27 Financial Data Schedule
* Previously filed as indicated and incorporated herein by
reference.
(b) Reports on Form 8-K
None.
15
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 12, 1997 White River Corporation
By: /s/ Robert T. Marto
-------------------------
Name: Robert T. Marto
Title: President and
Chief Executive Officer
By: /s/ Michael E.B. Spicer
-------------------------
Name: Michael E.B. Spicer
Title: Chief Financial Officer and
Treasurer
16
<PAGE>
WHITE RIVER CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibit Index Page Number
- ------------- ----------------------------------------------------------------- ---------------------------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM MARCH 31, 1997 FORM
10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 195,113
<SECURITIES> 76,871
<RECEIVABLES> 11,474
<ALLOWANCES> 1,967
<INVENTORY> 0
<CURRENT-ASSETS> 289,280
<PP&E> 19,492
<DEPRECIATION> 37,885
<TOTAL-ASSETS> 361,007
<CURRENT-LIABILITIES> 31,422
<BONDS> 80
7,179
0
<COMMON> 64
<OTHER-SE> 253,627
<TOTAL-LIABILITY-AND-EQUITY> 361,007
<SALES> 38,336
<TOTAL-REVENUES> 40,898
<CGS> 0
<TOTAL-COSTS> 42,786
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 277
<INTEREST-EXPENSE> 37
<INCOME-PRETAX> (1,256)
<INCOME-TAX> 1,248
<INCOME-CONTINUING> (2,504)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,504)
<EPS-PRIMARY> (0.54)
<EPS-DILUTED> (0.54)
</TABLE>
