<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 28, 1998
-------------
MEDIRISK, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-27056 58-2256400
-------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two Piedmont Center, Suite 400, 3565 Piedmont Rd., Atlanta, Georgia 30305
------------------------------------------------------------------------------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (404) 364-6700
N/A
-------------------------------------------------------------
(Former name of former address, if changed since last report)
-1-
<PAGE> 2
EXPLANATORY NOTE
This amendment on Form 8-K/A is being filed solely for the purpose of
amending Item 7(a) (to the extent set forth herein) and Item 7(b) (in its
entirety) of the Registrant's Report on Form 8-K/A previously filed on August
31, 1998 (the "Sweetwater 8-K/A"). The Company has adjusted (i) the unaudited
financial statements of Sweetwater Health Enterprises, Inc. as of June 30, 1998
and for the six months ended June 30, 1998 and 1997 set forth in Item 7(a) of
the Sweetwater 8-K/A and (ii) the pro forma financial information set forth in
Item 7(b) of the Sweetwater 8-K/A to reflect the results of applying new
guidance from the Staff of the Securities and Exchange Commission (the "Staff")
regarding in-process research and development. The new guidance was received
after the Company originally filed the Sweetwater 8-K/A. Although the Company
believes that its original accounting treatment was in accordance with generally
accepted accounting principles, it has accepted the Staff's new guidance with
respect to these matters and has made certain adjustments as set forth in Item
7(b) of this amended filing. Item 7(a) (to the extent set forth herein) and 7(b)
(in its entirety) of the Sweetwater 8-K/A is superseded by this amendment. The
portions of Item 7(a) not set forth herein and Item 7(c) of the Sweetwater 8-K/A
remain unchanged by this amendment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
<TABLE>
<CAPTION>
Unaudited:
---------
<S> <C>
Balance Sheet as of June 30, 1998........................................ 3
Statements of Operations for the six months
ended June 30, 1998 and 1997........................................... 4
Statements of Cash Flows for the six months
ended June 30, 1998 and 1997........................................... 5
Notes to Unaudited Financial Statements.................................. 6
</TABLE>
(b) PRO FORMA FINANCIAL INFORMATION.
The following pro forma financial information relating to the Company
and Sweetwater, as well as certain previously-acquired companies, is
included herein:
<TABLE>
<S> <C>
Pro Forma Consolidated Condensed Statements of Operations for
the six-month period ended June 30, 1998......................... 8
Pro Forma Consolidated Condensed Statements of Operations for
the year ended December 31, 1997................................. 9
Notes to Unaudited Pro Forma Consolidated Condensed
Financial Statements............................................. 10
</TABLE>
- 2 -
<PAGE> 3
(a) FINANCIAL STATEMENTS OF ACQUIRED BUSINESS
SWEETWATER HEALTH ENTERPRISES, INC.
UNAUDITED BALANCE SHEET
JUNE 30, 1998
(amounts in thousands)
<TABLE>
<S> <C>
Current assets:
Cash and cash equivalents $ (55)
Accounts receivable, less allowance for doubtful
accounts of $173 at June 30, 1998 534
Prepaid expenses 134
Other current assets 128
-------
Total current assets 741
Property and equipment 531
Less accumulated depreciation and amortization 4
-------
Property and equipment, net 527
Excess of cost over net assets of businesses
acquired, less accumulated amortization of $4
at June 30, 1998 3,847
Intangible assets, less accumulated amortization
of $1 at June 30, 1998 2,179
Software development costs, less accumulated
amortization of $2 at June 30, 1998 249
Other assets 33
-------
Total other assets 6,308
-------
Total assets $ 7,576
=======
Current liabilities:
Accounts payable $ 324
Accrued expenses 975
Income taxes payable 41
Current installments of long-term debt and
obligations under capital leases 30
Deferred revenue 526
-------
Total current liabilities 1,896
Due to parent 8,300
Deferred tax liability 800
-------
Total liabilities 10,996
-------
Stockholders' equity
Accumulated deficit (3,420)
-------
Total stockholders' equity (3,420)
-------
Total liabilities and stockholders' equity $ 7,576
=======
</TABLE>
- 3 -
<PAGE> 4
SWEETWATER HEALTH ENTERPRISES, INC.
UNAUDITED STATEMENTS OF INCOME
(amounts in thousands)
<TABLE>
<CAPTION>
Six Months
ended June 30,
1998 1997
------- ------
<S> <C> <C>
Revenue $ 2,849 $5,621
Salaries, wages and benefits 2,261 3,750
Other operating expenses 2,415 2,187
Depreciation and amortization 188 111
Acquired in-process research and development costs
and integration costs 3,500 -
------- ------
Operating loss (5,515) (427)
Interest income (expense), net (21) 3
------- ------
Net loss $(5,536) $ (424)
======= ======
</TABLE>
- 4 -
<PAGE> 5
SWEETWATER HEALTH ENTERPRISES, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
Six Months
ended June 30,
1998 1997
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(5,536) $ (424)
Adjustments to reconcile net loss to net cash used
in operating activities:
Acquired in-process research and development costs 3,500 -
Depreciation and amortization 188 105
Decrease (increase) in:
Accounts receivable 919 (249)
Other assets (89) 94
Increase (decrease) in:
Accounts payable (318) (42)
Accrued expenses and other liabilities 468 97
Deferred revenue (122) 151
------- ------
Net cash used in operating activities (990) (268)
------- ------
Cash flows from investing activities:
Purchases of property and equipment (41) (10)
Additions to software development costs (11) 25
------- ------
Net cash provided by (used in) investing activities (52) 15
------- ------
Cash flows from financing activities:
Borrowings from Shareholder 100 --
Borrowings from Parent 1,943 --
Payments on long-term debt and obligations under capital leases (1,292) (69)
------- ------
Net cash provided by (used in) financial activities 751 (69)
------- ------
Net decrease in cash and cash equivalents (291) (322)
Cash and cash equivalents at beginning of period 236 372
------- ------
Cash and cash equivalents at end of period $ (55) $ 50
======= ======
</TABLE>
- 5 -
<PAGE> 6
SWEETWATER HEALTH ENTERPRISES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation
These unaudited financial statements include the financial position and
results of operations of Sweetwater Health Enterprises, Inc. as of June 30,
1998 and for the six months ended June 30, 1998 and 1997.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for the fair presentation of the
unaudited financial statements of Sweetwater Health Enterprises, Inc. as
of June 30, 1998 and for the six months ended June 30, 1998 and 1997 have
been included. Operating results for the six-month period ended June 30,
1998 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1998.
- 6 -
<PAGE> 7
(b) PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma consolidated condensed statement of operations for
the six months ended June 30, 1998 set forth below gives effect to the
Company's acquisitions of Sweetwater on June 25, 1998, Successful Solutions,
Inc. ("Successful Solutions") on May 28, 1998 and Healthdemographics on March
31, 1998 as if they had occurred on January 1, 1998. The unaudited pro forma
consolidated condensed statement of operations set forth below for the year
ended December 31, 1997 gives effect to the Company's acquisition of (i)
Sweetwater on June 25, 1998; (ii) Successful Solutions on May 28, 1998, (iii)
Healthdemographics on March 31, 1998, (iv) CareData Reports, Inc. ("CareData")
on August 28, 1997, and (v) CIVS, Inc. ("CIVS") on June 24, 1997, as if they
had occurred on January 1, 1997. The Sweetwater, Successful Solutions,
Healthdemographics, CIVS and CareData acquisitions have each been accounted for
using the purchase method of accounting. The pro forma financial data should be
read in conjunction with the historical consolidated financial statements and
notes of the Company, included in the Company's Annual Report on Form 10-K, as
amended, originally filed with the Securities and Exchange Commission (THE
"Commission") on March 30, 1998, and the historical financial statements and
notes of: (i) Sweetwater, included in this report on Form 8-K/A; (ii)
Successful Solutions, included in the Company's Current Report on Form 8-K/A,
filed with the Commission on June 5, 1998; (iii) Healthdemographics, included
in the Company's Current Report on Form 8-K, filed with the Commission on April
13, 1998; (iv) CIVS included in the Company's Current Report on Form 8-K/A,
filed with the Commission on September 5, 1997; and (v) CareData included in
the Company's Current Report on Form 8-K/A, filed with the Commission on
November 14, 1997. The pro forma combined results are not necessarily
indicative of the results that would have been achieved had the acquisitions of
Sweetwater, Successful Solutions, Healthdemographics, CIVS and CareData
occurred on January 1, 1997 or of future operations.
- 7 -
<PAGE> 8
MEDIRISK, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1998
-------------------------------------------------------------------------------
HISTORICAL
----------------------------------------------------
SUCCESSFUL HEALTHDEMO- PRO FORMA PRO FORMA
MEDIRISK SWEETWATER(1) SOLUTIONS(2) GRAPHICS(3) ADJUSTMENTS CONSOLIDATED
-------- ------------ --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 10,592 $ 2,631 $ 1,207 $ 342 $ -- $ 14,772
Salaries, wages and benefits 5,539 2,175 1,218 613 -- 9,545
Other operating expenses 3,094 2,373 1,400 437 -- 7,304
Depreciation and amortization 1,079 177 24 11 438(4) 1,729
Acquired in-process research and
development costs and integrations costs 12,064 -- -- -- (11,786)(5) 278
-------- --------- ------- ------- --------- --------
Operating income (loss) (11,184) (2,094) (1,435) (719) 11,348 (4,084)
Interest income (expense), net 3 (22) (1) (138) (382)(6) (540)
Other income (expense) -- -- -- -- -- --
Provision for income taxes -- -- -- -- -- --
-------- --------- ------- ------- --------- --------
(11,181) (2,116) (1,436) (857) 10,966 (4,624)
Income (loss) before extraordinary item
Unaudited pro forma loss per common share
before extraordinary item - basic and
diluted $ (2.29) $ (0.90)
======== ========
Unaudited pro form weighted average
number of common shares used in
calculating unaudited net loss per
common share before extraordinary
item - basic and diluted 4,885 5,124(7)
</TABLE>
See accompanying notes to unaudited pro forma financial data.
- 8 -
<PAGE> 9
MEDIRISK, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------------------------
HISTORICAL
----------------------------------------------------
SUCCESSFUL HEALTHDEMO- 1997
MEDIRISK SWEETWATER(8) SOLUTIONS(9) GRAPHICS(10) ACQUISITIONS(11)
-------- ------------- ------------ ------------- -----------------
<S> <C> <C> <C> <C> <C>
Revenue $ 16,749 $ 10,719 $ 3,439 $ 905 $ 1,730
Salaries, wages and benefits 7,910 6,917 860 971 1,296
Other operating expenses 4,374 3,989 1,792 752 1,099
Depreciation and amortization 1,304 222 56 18 47
Acquired in-process research and
development costs and integrations costs 4,575 -- -- -- --
-------- --------- ------- ------- ---------
Operating income (loss) (1,414) (409) 731 (836) (712)
Interest income (expense), net 345 (55) (12) (26) 8
Loss on disposal of asset -- -- 2 -- --
Provision for income taxes (707) -- -- -- --
-------- --------- ------- ------- ---------
Income (loss) before extraordinary item (1,776) $ (464) $ 717 $ (862) $ (704)
======== ======== ======= ====== =========
Unaudited pro forma loss per common share
before extraordinary item - basic and
diluted $ (0.45)
========
Unaudited pro forma weighted average
number of common shares used in
calculating unaudited income (loss) per
common share before extraordinary
item - basic and diluted 3,918
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
--------------------------------------
PRO FORMA PRO FORMA
ADJUSTMENTS CONSOLIDATED
------------ ---------------
<C> <C>
Revenue $ -- $ 33,542
Salaries, wages and benefits -- 17,954
Other operating expenses -- 12,006
Depreciation and amortization 1,424(12) 3,071
Acquired in-process research and
development costs and integrations costs (4,258)(13) 317
--------- ---------
Operating income (loss) 2,834 194
Interest income (expense), net (1,154)(14) (994)
Loss on disposal of asset -- (2)
Provision for income taxes 707(15) --
--------- ---------
Income (loss) before extraordinary item $ 2,387 $ (802)
========= =========
Unaudited pro forma loss per common share
before extraordinary item - basic and
diluted $ (0.18)
=========
Unaudited pro forma weighted average
number of common shares used in
calculating unaudited income (loss) per
common share before extraordinary
item - basic and diluted 4,404(16)
</TABLE>
See accompanying notes to unaudited to pro forma financial data.
- 9 -
<PAGE> 10
MEDIRISK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA FINANCIAL DATA
Effective June 25, 1998, the Company acquired all of the outstanding shares
of Sweetwater Health Enterprises, Inc. of Dallas, Texas, which provides a
comprehensive selection of physician credentialing services to hospitals and
managed care organizations to evaluate professional relationships with
physicians and secure accreditation by industry associations. In addition,
Sweetwater provides a suite of quality management software used by health care
organizations to facilitate in-house credentialing and network management, as
well as track perceptions of care and individual physician performance.
Sweetwater also provides managed care and interim management services for
health care organizations throughout the country. Medirisk purchased Sweetwater
for $6.2 million in cash. The acquisition was accounted for using the purchase
method of accounting with the results of operations of the business acquired
included in the Company's results of operations from the effective date of the
acquisition. The acquisition resulted in estimated purchased in-process
research and development costs of $3.5 million, estimated acquired products of
$2.2 million and estimated excess of cost over net assets acquired of $3.8
million.
Effective May 28, 1998, the Company acquired all of the outstanding shares
of Successful Solutions of Vidalia, Georgia, which provides decision support
tools, consulting services and training materials to hospitals and physician
groups to assist them in improving patient outcomes, achieving the efficient
delivery of care and establishing billing and coding practices that comply with
industry requirements. The Company purchased Successful Solutions for
approximately $2.9 million in cash and 189,811 shares of common stock. The
acquisition was accounted for using the purchase method of accounting with the
results of operations of the business acquired included from the effective date
of the acquisition. The acquisition resulted in in-process research and
development costs estimated to be approximately $3.4 million, acquired products
of approximately $500,000, and excess of cost over assets acquired estimated to
be approximately $2.4 million.
Effective March 23, 1998, the Company acquired all of the outstanding
shares of Healthdemographics of San Diego, California, which provides databases
and decision-support tools that allow customers to forecast the supply of and
demand for health care services. The Company purchased Healthdemographics for
approximately $2.7 million in cash and 171,315 shares of common stock. The
acquisition was accounted for using the purchase method of accounting with the
results of operations of the business acquired included from the effective date
of the acquisition. The acquisition resulted in in-process research and
development costs estimated to be approximately $4.8 million, acquired products
estimated to be approximately $120,000, and excess of cost over net assets
acquired estimated to be approximately $1.8 million.
Effective June 1, 1997, the Company acquired all of the outstanding shares
of CIVS of Rockville, Maryland, a leading national provider of credentialing
services to hospitals and managed care organizations for approximately $3.5
million in cash and 129,166 shares of the Company's common stock and the
assumption of net assets of $76,000. The acquisition was accounted for using the
purchase method of accounting with the results of operations of the business
acquired included from the effective date of the acquisition. The acquisition
resulted in purchased in-process research and development costs of
approximately $3.1 million, acquired products of approximately $415,000, and
excess of cost over net assets acquired of approximately $1.1 million.
Effective August 1, 1997, the Company acquired all of the outstanding shares
of CareData of New York, New York, which creates reports analyzing consumer
satisfaction with more than 150 aspects of managed health care plans and ranks
specific health plans accordingly. The Company purchased CareData for
approximately $4.1 million in cash and 14,516 shares of Medirisk common stock.
The acquisition was accounted for using the purchase method of accounting with
the results of operations of the business acquired included from the effective
date of the acquisition. The acquisition resulted in in-process research and
development costs of approximately $975,000, acquired products of approximately
$200,000, and excess of cost over net assets acquired of approximately $2.9
million. Approximately $3.0 million of contingent consideration resulting from
the CareData acquisition was paid at the end of April 1998. This payment was
treated as an increase in excess of cost over net assets acquired.
The unaudited pro forma consolidated statement of operations as of June 30,
1998 illustrates the estimated effects of the Sweetwater, Successful Solutions
and Healthdemographics acquisitions as if the acquisitions had occurred on
January 1, 1998. The unaudited pro forma consolidated condensed statement of
operations for the year
- 10 -
<PAGE> 11
ended December 31, 1997 illustrates the estimated effects of all these
acquisitions had they occurred on January 1, 1997.
The unaudited pro forma financial data have been prepared using the
purchase method of accounting, whereby the total cost of the acquisition is
allocated to the tangible and intangible assets acquired and liabilities
assumed based upon their respective fair values at the effective date of such
acquisition. For purposes of the unaudited pro forma financial data, such
allocations have been made based upon currently available information and
management's estimates.
The historical financial statements are derived from the unaudited
financial statements of the Company, Sweetwater, Successful Solutions, and
Healthdemographics for the six months ended June 30, 1998, the audited
financial statements of the Company, Successful Solutions, and
Healthdemographics for the year ended December 31, 1997, and the unaudited
financial statements of CIVS and CareData for the periods beginning January 1,
1997 and ending on the effective dates of the respective acquisitions.
The unaudited pro forma financial data do not purport to represent what the
results of operations of the Company would actually have been if the
acquisitions had occurred on such dates or to project the results of operations
of the Company for any future date or period. The unaudited pro forma financial
data should be read together with the Financial Statements and Notes thereto of
the Company, Sweetwater, Successful Solutions, Healthdemographics, CIVS and
CareData referred to above. The unaudited pro forma financial data reflect the
following adjustments:
(1) Reflects the historical operating results of Sweetwater for the
period from January 1, 1998 to June 25, 1998.
(2) Reflects the historical operating results of Successful Solutions for
the period from January 1, 1998 to May 28, 1998.
(3) Reflects the historical operating results of Healthdemographics for
the period from January 1, 1998 to March 22, 1998.
(4) Reflects the additional amortization of intangible assets recorded as
a result of the allocation of the Sweetwater, Successful Solutions and
Healthdemographics purchase prices.
<TABLE>
<CAPTION>
Period ended
June 30, 1998
-------------
(Amounts in
thousands)
<S> <C>
Sweetwater $287
Successful Solutions 111
Healthdemographics 40
----
$438
====
</TABLE>
(5) Removes the impact of the non-recurring acquired in-process research
and development costs and integration costs recorded as a result of
the allocation of the Sweetwater, Successful Solutions and Healthdemo-
graphics purchase prices. This charge was included in the June 30,
1998 historical statements of operations and is being excluded from
the six months ended June 30, 1998 unaudited pro forma consolidated
condensed statements of operations.
<TABLE>
<CAPTION>
Period ended
June 30, 1998
-------------
(Amounts in
thousands)
<S> <C>
Sweetwater $ 3,500
Successful Solutions 3,400
Healthdemographics 4,793
CIVS 89
CareData 4
-------
$11,786
=======
</TABLE>
- 11 -
<PAGE> 12
(6) Reflects the additional interest expense on the cash used to fund the
acquisitions of Sweetwater, Successful Solutions and Healthdemographics.
<TABLE>
<CAPTION>
Period ended
June 30, 1998
-------------
(Amounts in
thousands)
<S> <C>
Sweetwater $ 238
Successful Solutions 96
Healthdemographics 48
-----
$ 382
=====
</TABLE>
(7) Reflects the increased shares of common stock outstanding resulting from
the acquisitions of Successful Solutions and Healthdemographics.
<TABLE>
<CAPTION>
Period ended
June 30, 1998
-------------
(Amounts in
thousands)
<S> <C>
Successful Solutions 155
Healthdemographics 84
-----
239
=====
</TABLE>
(8) Reflects the historical operating results of Sweetwater for the year ended
December 31, 1997. An estimated $3.5 million charge for in-process
research and development costs was recorded by the Company on June 25,
1998. This charge is being excluded from the year ended December 31, 1997
unaudited pro forma consolidated condensed statement of operations.
(9) Reflects the historical operating results of Successful Solutions for the
year ended December 31, 1997. An estimated $3.4 million charge for
in-process research and development costs was recorded by the Company on
May 28, 1998. This charge is being excluded from the year ended December
31, 1997 unaudited pro forma consolidated condensed statement of
operations.
(10) Reflects the historical operating results of Healthdemographics for the
year ended December 31, 1997. An estimated $4.8 million charge for
in-process research and development costs was recorded by the Company on
March 23, 1998. This charge is being excluded from the year ended December
31, 1997 unaudited pro forma consolidated condensed statement of
operations.
(11) Reflects the historical operating results of CIVS for the five months
ended May 31, 1997 and CareData for seven months ended July 31, 1997. The
operating results of these entities subsequent to their acquisition
effective dates through December 31, 1997 are included in the Company's
operating results.
(12) Reflects the additional amortization of intangible assets recorded as a
result of the allocation of the respective purchase prices. These amounts
were as follows:
<TABLE>
<CAPTION>
1997
-----------
(Amounts in
thousands)
<S> <C>
Sweetwater $ 586
Successful Solutions 268
Healthdemographics 171
CIVS 64
CareData 335
-----
Total $1,424
=====
</TABLE>
- 12 -
<PAGE> 13
(13) Reflects the reversal of the non-recurring acquired in-process research
and development costs and integration costs associated with the
acquisitions of CIVS and CareData. These charges were included in the
Company's December 31, 1997 historical statements of operations and are
being excluded from the year ended December 31, 1997 unaudited pro forma
consolidated condensed statement of operations. These amounts were as
follows:
<TABLE>
<CAPTION>
1997
-------------
(Amounts in
thousands)
<S> <C>
CIVS $3,280
CareData 978
------
Total $4,258
======
</TABLE>
(14) Reflects the additional interest expense on the cash borrowings used to
fund the acquisitions. These amounts were as follows:
<TABLE>
<CAPTION>
1997
-------------
(Amounts in
thousands)
<S> <C>
Sweetwater $ 497
Successful Solutions 234
Healthdemographics 216
CIVS 115
CareData 192
------
Total $1,254
======
</TABLE>
(15) Reflects decrease in income tax expense due to pro forma losses incurred.
(16) Reflects the increased shares of common stock outstanding resulting from
the acquisitions. These shares were as follows:
<TABLE>
<CAPTION>
1997
-------------
(Amounts in
thousands)
<S> <C>
Successful Solutions 190
Healthdemographics 171
CIVS 115
CareData 10
------
Total 486
======
</TABLE>
- 13 -
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDIRISK, INC.
Dated: January 28, 1999 By: /s/ Thomas C. Kuhn III
Thomas C. Kuhn III
Senior Vice President
Chief Financial Officer
- 14 -
