<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual Report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from _____ to ______
Commission file number 0-5634.
TLM CORPORATION
(Exact name of registrant as specified in its Charter)
NEVADA 87-0263297
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 Fifth Avenue, Suite 3201
New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code (212) 757-5600
Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
(Title of Class)
<PAGE> 2
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
Registrant's revenues (rental and investment) for 1995 were $143,580.
Aggregate market value of the Common Stock held by non-affiliates of the
Registrant, based on the average bid and asked prices as quoted on the NASD
NON-NASDAQ over-the-counter Bulletin Board on March 31, 1996 of 1 3/8:
approximately $294,200. (For this purpose, all outstanding shares of Common
Stock have been considered held by non-affiliates, other than the shares
beneficially owned by directors, executive officers and principal shareholders
of the Registrant; certain of such persons disclaim that they are affiliates of
the Registrant.)
Common Stock, par value $.01 per share,
270,907 shares outstanding as of March 31, 1996
Documents Incorporated by Reference
Document Part of Form 10-KSB
- -------- -------------------
Definitive Proxy Statement and Notice for 1996
Annual Meeting of Shareholders Part III
Transitional Small Business Disclosure Format (check one):
Yes ; No X
--- ---
<PAGE> 3
PART I
ITEM 1. BUSINESS
GENERAL
On May 20, 1994, TLM Corporation ("TLM or "the Company") purchased all the
capital stock of Eimar Realty Corporation ("Eimar") from Price Communications
Corporation ("Price", a related party and the Company's former parent,) the sole
assets of which were a Nashville, Tennessee office building and cash, for
$815,000, consisting of $275,000 in cash and the balance in a four year note
bearing interest at five percent per annum, payable quarterly. The Company
entered into a new five year net lease agreement with the owners of the
building's current occupants, radio stations WLAC- AM & FM, effective July 1,
1994.
Previously, during 1992, TLM sold 90.7% of its assets ("Sale of Assets") to
Price in exchange for the 3,834,802 shares of TLM's common stock owned by Price.
Price paid the costs the Company incurred in connection with the Sale of Assets,
provided the Company with office space rent-free and absorbed certain of the
Company's corporate expenses until it acquired an operating business in July
1994 as discussed above.
Due to the developments described above, the Company's historical results of
operations should not be regarded as indicative of its future results.
EMPLOYEES
At March 31, 1996, the Company and its subsidiaries had three employees, all
of whom served in administrative capacities providing management and accounting
services.
ITEM 2. PROPERTIES
The Company's executive offices are located in New York City. TLM
Corporation, through its subsidiary, Eimar Realty Corporation, owns an office
building in Nashville, Tennessee.
<PAGE> 4
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
2
<PAGE> 5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
(a) MARKET FOR COMMON STOCK
Effective August 1992, the Company's Common Stock began trading on the NASD
non-NASDAQ over-the-counter Bulletin Board ("OTCBB") because it was deemed
inactive on the NASDAQ over-the-counter Market. The remaining high and low bid
prices for the Company's Common Stock are as reported by the NASD non-NASDAQ
OTCBB. Such quotations reflect inter-dealer prices, without retail mark-up or
mark-down commission and may not necessarily represent actual transactions.
Quotation in the OTCBB does not necessarily reflect an active public market.
<TABLE>
<CAPTION>
1995 1994
---- ----
Quarter High Low High Low
<S> <C> <C> <C> <C>
First $ 1.00 $ 1.00 $ .25 $ .13
Second $ 1.50 $ .75 $ .56 $ .13
Third $ 1.00 $ 1.00 $ .75 $ .50
Fourth $ 1.00 $ 1.00 $ 1.00 $ .75
</TABLE>
The high and low bid prices for the Company's Common Stock for the quarter
ended March 31, 1996, as reported by the NASD non-NASDAQ OTCBB, were $1.00 and
$1.00, respectively.
(b) HOLDERS
On March 31, 1996, there were 644 holders of record of the Company's Common
Stock. The Company estimates that brokerage firms hold Common Stock in street
name for approximately 800 persons.
(c) DIVIDENDS
The Company has never paid dividends on its Common Stock and currently
intends to retain all earnings for use in its business.
3
<PAGE> 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS - 1995 COMPARED TO 1994
The Company's main sources of operating revenue are the rental income of the
Nashville office building and the investment of its liquid assets in money
market, government, equity, debt or other securities.
The Company's rental income, general and administrative expenses,
depreciation and amortization, and interest expense for the year ended December
31, 1995 reflect a full year of operation of the rental property acquired from
Eimar, as compared with the year ended December 31, 1994, which included
approximately six months of such operation. Rental income for the year ended
December 31, 1995 was approximately $129,000, representing a 100% increase over
last year. The variation in general and administrative expenses further reflects
the fact that Price paid TLM's corporate expenses for the period from January 1,
1994 to May 20, 1994, pursuant to the Sale of Assets during 1992. (See Part I,
Item 1., "Business-General".)
Interest and dividend income increased 125.0% for the year ended December
31, 1995, reflecting higher levels of available cash.
Gain on sale of short-term investments includes realized gains on the
Company's investment in marketable equity securities.
Other income reflects fees paid to TLM for consulting services.
Net income for the year ended December 31, 1995 was approximately $110,600,
as compared with $4,100 for the year ended December 31, 1994.
CASH FLOW
For the year ended December 31, 1995, the Company's principal source of cash
flow was rental income from the Nashville office building and income from
consulting services. The principal use of cash flow during this period was for
the repurchase of odd lots of the Company's own common stock. For the year ended
December 31, 1994, the Company's principal source of cash flow was from rental
activities as well as the sale of marketable securities. The principal use of
cash flow during this period was for the Company's purchase of Eimar's capital
stock and the repurchase of odd lots of TLM common stock. Cash flows in 1994
also reflect the fact that Price paid TLM's corporate expenses for the period
from January 1, 1994 to May 20, 1994.
4
<PAGE> 7
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company had approximately $256,000 of cash and
$235,100 of net working capital.
During July 1993, the Company's Board of Directors authorized the repurchase
by the Company of odd lot shares of its common stock out of funds legally
available therefor in addition to shares purchased under previous
authorizations. The Company is authorized to make such purchases from time to
time in the market or in privately negotiated transactions when it is legally
permissible to do so and believed to be in the best interests of its
shareholders. The Company repurchased approximately 48,700 and 19,200 shares of
its common stock during 1995 and 1994, respectively, for total consideration of
approximately $61,600 and $10,700, respectively.
5
<PAGE> 8
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TLM Corporation Consolidated Financial Statements are set forth on the following
pages of this Part II.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
----------
TLM CORPORATION AND SUBSIDIARY
Page
Reports of Independent Public Accountants 7
Consolidated Balance Sheet at
December 31, 1995 9
Consolidated Statements of Operations
for Years Ended December 31, 1995
and 1994 10
Consolidated Statements of Shareholders'
Equity for Years Ended December 31,
1995 and 1994 11
Consolidated Statements of Cash Flows
for Years Ended December 31, 1995
and 1994 12
Notes to Consolidated Financial Statements 13
6
<PAGE> 9
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
TLM Corporation:
We have audited the accompanying consolidated balance sheet of TLM Corporation
(a Nevada corporation) and subsidiary as of December 31, 1995, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TLM Corporation and
subsidiary as of December 31, 1995, and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
New York, New York
April 8, 1996
7
<PAGE> 10
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
TLM Corporation:
We have audited the accompanying consolidated statements of operations,
shareholders' equity and cash flows of TLM Corporation and subsidiary for the
year ended December 31, 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations, the changes in
shareholders' equity and the cash flows of TLM Corporation and subsidiary for
the year ended December 31, 1994, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
New York, New York
March 13, 1995
8
<PAGE> 11
TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
December 31, 1995
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 256,028
Short-term investments (Notes 2 and 5) 127,725
Other current assets 5,018
-----------
Total current assets 388,771
Building at cost, net of accumulated depreciation of $43,977 (Note 2) 635,029
Goodwill, net of accumulated amortization of $1,022 (Note 2) 14,825
-----------
Total assets $ 1,038,625
-----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses (Note 3) $ 15,188
Income taxes payable 3,991
Accrued interest payable (Note 5) 6,805
Due to broker 127,725
-----------
Total current liabilities 153,709
Long-term note payable, net
of unamortized discount of $50,205 (Note 5) 489,795
Net deferred tax liability (Note 4) 26,327
Shareholders' equity:
Preferred stock, $.01 par value; authorized
20,000,000 shares; no shares issued --
Common stock, $.01 par value; authorized
20,000,000 shares; outstanding 287,921 shares 2,879
Additional paid-in capital 1,525,495
Retained deficit (1,159,580)
-----------
Total shareholders' equity 368,794
-----------
Total liabilities and shareholders' equity $ 1,038,625
===========
</TABLE>
See accompanying notes to consolidated financial statements.
9
<PAGE> 12
TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994
---- ----
<S> <C> <C>
Income:
Rental income (Note 6) $ 129,000 $64,500
Interest and dividends 8,983 3,993
Gain on sale of short-term investments 5,597 7,104
----------------------
143,580 75,597
----------------------
Expenses:
General and administrative expenses 92,686 25,190
Depreciation and amortization 27,792 17,207
Interest expense 45,096 27,212
----------------------
165,574 69,609
----------------------
Income (loss) from operations (21,994) 5,988
Other income, net 149,882 4,095
----------------------
Income before taxes 127,888 10,083
Income tax expense (Note 4) 17,265 5,958
----------------------
Net income $ 110,623 $ 4,125
======================
Net income per share (Note 2) $ 0.36 $ 0.01
======================
</TABLE>
See accompanying notes to consolidated financial statements.
10
<PAGE> 13
TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Common Stock Additional-
------------------ Paid-In Accumulated
Shares Amount Capital Deficit Total
------- ------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993 355,886 $ 3,559 $ 1,597,148 ($1,274,328) $ 326,379
Purchase and retirement of
common stock (19,236) (193) (10,506) -- (10,699)
Net Income -- -- -- 4,125 4,125
-------------------------------------------------------------
Balance at December 31, 1994 336,650 3,366 1,586,642 (1,270,203) 319,805
Purchase and retirement of
common stock (48,729) (487) (61,147) -- (61,634)
Net Income -- -- -- 110,623 110,623
-------------------------------------------------------------
Balance at December 31, 1995 287,921 $ 2,879 $ 1,525,495 ($1,159,580) $ 368,794
=============================================================
</TABLE>
See accompanying notes to consolidated financial statements.
11
<PAGE> 14
TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 110,623 $ 4,125
Adjustments to reconcile net income
to net cash provided by operating activities:
Items not affecting cash:
Depreciation and amortization 27,792 17,207
Amortization of debt discount 16,926 10,949
Changes in assets and liabilities, net of effects of acquisition:
Decrease (increase) in other assets 7,355 (2,511)
(Decrease) increase in interest payable (9,913) 16,718
Increase in accounts payable and accrued expenses 3,180 14,545
Increase in other payables 129,179 --
Increase in noncurrent liabilities 7,067 3,421
Reclassification of transactions from investing activities:
Purchase of marketable securities (1,582,273) (788,190)
Proceeds from sale of marketable securities 1,460,145 795,294
(Gain) on sale of marketable securities (5,597) (7,104)
----------- ---------
Total adjustments 53,861 60,329
----------- ---------
Net cash provided by operating activities 164,484 64,454
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in business, net of cash acquired -- (217,094)
----------- ---------
Net cash (used in) investing activities -- (217,094)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock (61,634) (10,699)
----------- ---------
Net cash (used in) financing activities (61,634) (10,699)
----------- ---------
Net increase (decrease) in cash and cash equivalents 102,850 (163,339)
Cash and cash equivalents, beginning of year 153,178 316,517
----------- ---------
Cash and cash equivalents, end of year $ 256,028 $ 153,178
=========== =========
Supplemental disclosures of cash flow information:
Income taxes paid, net $ 1,002 $ 1,515
=========== =========
Interest paid $ 36,913 $ 497
=========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
12
<PAGE> 15
TLM CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. ORGANIZATION
In May 1994, TLM Corporation ("TLM") purchased all the capital stock of Eimar
Realty Corporation ("Eimar") from Price Communications Corporation ("Price"),
the sole assets of which were a Nashville, Tennessee office building and cash,
for $815,000, consisting of $275,000 in cash and the balance in a four year note
bearing interest of five percent per annum, payable quarterly. The Company
entered into a new five year net lease agreement with the building's current
occupants, radio stations WLAC-AM & FM, effective July 1994 (see Note 6).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of TLM Corporation
and its wholly owned subsidiary (the "Company"). All significant intercompany
balances and transactions have been eliminated in the consolidated financial
statements.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from these estimates.
SHORT-TERM INVESTMENTS
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity Securities,"
effective January 1, 1994. The Company's short-term investments in marketable
equity securities are classified as trading securities under the provisions of
SFAS No. 115. Accordingly, net unrealized holding gains and losses for trading
securities are included in earnings for the reporting period.
13
<PAGE> 16
TLM CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SHORT-TERM INVESTMENTS (CONTINUED)
Short-term investments at December 31, 1995 are carried at fair value, which is
based on quoted market prices for these investments. The adoption of SFAS No.
115 did not have a material impact on the Company's results of operations or
financial condition.
DEPRECIATION AND AMORTIZATION
Depreciation is being computed on the straight-line method over twenty five
years, the estimated useful life of the building. Amortization of goodwill is
computed on the straight-line method over twenty-five years. Debt discount is
amortized under the effective interest method over the life of the note.
PER SHARE AMOUNTS
Income per common share is based on the weighted average number of common shares
outstanding during the year. The number of shares used in determining per share
amounts was 310,779 and 347,194 for the years ended December 31, 1995 and 1994,
respectively.
INCOME TAXES
Effective January 1, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." The cumulative effect of this change had no significant impact on
the Company's financial statements, including income tax expense. Under SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized as income in the period that includes the enactment date.
OTHER INCOME, NET
Other income consists primarily of fees paid to TLM for consulting services, net
of other expenses.
14
<PAGE> 17
TLM CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of December 31, 1995 consist of the
following:
<TABLE>
<S> <C>
Accrued professional fees $10,000
Accrued other 5,188
-------
$15,188
=======
</TABLE>
4. INCOME TAXES
The components of the provision for income taxes for the year ended December 31,
1995 and 1994 are approximately:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1995 1994
---- ----
<S> <C> <C>
Current:
Federal $ 4,386 $ --
State & Local 5,811 2,537
--------------------------
10,197 2,537
--------------------------
Deferred:
Federal 5,739 2,395
State & Local 1,329 1,026
--------------------------
7,068 3,421
--------------------------
$17,265 $5,958
==========================
</TABLE>
15
<PAGE> 18
TLM CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. INCOME TAXES (CONTINUED)
Income tax expense in the accompanying statements of operations differs from the
expense computed at the Federal statutory tax rates due to the following:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994
---- ----
<S> <C> <C>
Tax expense at the Federal income
tax rate (25.9% and 15.0% for 1995
and 1994, respectively) $ 33,123 $ 1,512
Increase (decrease) resulting
from:
State and local tax, net of
federal income tax benefit 4,555 3,156
Benefit of net operating loss
carryforward (24,366) (343)
Amortization of goodwill and
debt discount 4,305 1,633
Other (352) --
-----------------------
$ 17,265 $ 5,958
=======================
</TABLE>
"Net deferred tax liability" on the Consolidated Balance Sheet as of December
31, 1995 includes a deferred tax asset of approximately $56,000 related to the
Company's net operating loss carryforward, which was subject to a valuation
allowance of approximately $24,000, and a deferred tax liability of
approximately $58,000 related to the difference in the depreciation of its
building. This represents a decrease in the allowance of approximately $11,000
from the beginning of the year. The allowance has been recognized to offset the
related tax asset due to the uncertainty of the realization of benefit of such
amount.
At December 31, 1995, the Company had net operating loss carryforwards of
approximately $140,000 for income tax purposes that expire beginning in the year
2002. These carryforwards arose prior to the 1992 sale of 90.7% of TLM's assets
to Price and the purchase of Eimar common stock from Price in 1994, and are
subject to the limitations of Internal Revenue Code Sections 382 and 383.
16
<PAGE> 19
TLM CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. RELATED PARTY TRANSACTIONS
In connection with the acquisition of Eimar, TLM issued a note to Price in the
amount of $540,000. The note bears interest at the rate of 5% per annum, payable
quarterly, with the principal payable on May 20, 1998. As of December 31, 1995,
accrued interest was approximately $6,805. This note payable has been discounted
based upon an imputed interest rate of 9.5%.
As of December 31, 1995, the Company's short-term investments were in marketable
equity securities of PriCellular Corporation (an affiliate) Class A Common
Stock.
6. LEASE
In July 1994, the Company, as lessor, entered into a five year operating lease
related to its Nashville, Tennessee, office building. During the lease period,
the lessee is responsible for all expenses related to the building including
operating and maintenance expenses, insurance and property taxes. Rental income
received from the lessee was $129,000 and $64,500 for 1995 and 1994,
respectively. The following is a schedule of future minimum lease payments
receivable under the noncancellable operating lease as of December 31, 1995:
Year ending December 31:
<TABLE>
<S> <C>
1996 $ 129,000
1997 129,000
1998 129,000
1999 64,500
2000 --
---------
Net minimum lease payments receivable $ 451,500
=========
</TABLE>
17
<PAGE> 20
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
[The remainder of this page is intentionally left blank]
18
<PAGE> 21
PART III
The information called for by Items 9, 10 and 11 is incorporated herein by
reference from the following portions of the definitive proxy statement to be
filed by the Company in connection with its 1996 Meeting of Shareholders.
Item Incorporated from:
Item 9. Directors and Executive "Directors and
Officers of the Company Executive Officers"
Item 10. Executive Compensation "Executive Compensation"
and "Certain
Relationships and Related
Transactions"
Item 11. Security Ownership of "Principal Shareholders"
Certain Beneficial Owners and "Security Ownership
of Management"
19
<PAGE> 22
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
TLM CORPORATION AND SUBSIDIARY
Reports of Independent Public Accountants
Consolidated Balance Sheet at December 31, 1995
Consolidated Statements of Operations for Years ended December 31,
1995 and 1994
Consolidated Statements of Shareholders' Equity for Years ended
December 31, 1995 and 1994
Consolidated Statements of Cash Flows for Years ended December 31,
1995 and 1994
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
(Schedules are omitted for the reason that they are not applicable or
the required information is shown in the financial statements.)
(b) (1) Exhibits
(27) Financial data schedule
(c) (1) Reports on Form 8-K
None
20
<PAGE> 23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TLM CORPORATION
Dated: April 11, 1996 By /s/ Robert Price
----------------------
Robert Price
Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated. Each person whose signature
appears below hereby authorizes and appoints Robert Price as his or her
attorney-in-fact to sign and file in his or her behalf individually and in each
capacity stated below any and all amendments to this Annual Report.
Dated: April 11, 1996 By /s/ Robert Price
-----------------
Robert Price
Director and President
(Principal Executive Officer)
Dated: April 11, 1996 By /s/ Kim I. Pressman
--------------------
Kim I. Pressman
Director and Chairman,
Vice President and Treasurer (Principal
Accounting and Financial Officer)
Dated: April 11, 1996 By /s/ Steven A. Farbman
----------------------
Steven A. Farbman
Director
21
<PAGE> 24
EXHIBIT INDEX
-------------
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 256,028
<SECURITIES> 127,725
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,018
<PP&E> 679,006
<DEPRECIATION> 43,977
<TOTAL-ASSETS> 1,038,625
<CURRENT-LIABILITIES> 153,709
<BONDS> 489,795
0
0
<COMMON> 2,879
<OTHER-SE> 365,915
<TOTAL-LIABILITY-AND-EQUITY> 1,038,625
<SALES> 0
<TOTAL-REVENUES> 143,580
<CGS> 0
<TOTAL-COSTS> 92,686
<OTHER-EXPENSES> (149,882)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,096
<INCOME-PRETAX> 127,888
<INCOME-TAX> 17,265
<INCOME-CONTINUING> 110,623
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 110,623
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
