SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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: 1-7675
AUDITS & SURVEYS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1809586
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
650 Avenue of the Americas, New York, NY 10011
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code: (212) 627-9700
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 preceeding 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
The number of shares outstanding of each of the issuer's
classes of common stock, as of May 10, 1995 was:
Class Number of Shares
Common Stock, $0.01 par value 13,094,755
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC.
INDEX
Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-
March 31, 1995 and December 31, 1994 3-4
Condensed Consolidated Statements of Income-
Three Months ended March 31, 1995 and April 2, 1994 5
Condensed Consolidated Statements of Cash Flows-
Three Months ended March 31, 1995 and April 2, 1994 6
Condensed Consolidated Statement of Stockholder's
Equity - March 31, 1995 8
Notes to Condensed Consolidated Financial Statements 9-12
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders 13-15
Item 6. Exhibits and Reports on Form 8-K 15-16
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AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Mar. 31, 1995 Dec. 31, 1994
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 399,642 $ 754,309
Accounts receivable:
Billed 6,116,663 7,413,448
Unbilled 2,661,400 1,947,728
Prepaid expenses and other
current assets 1,505,296 1,199,070
Net assets held for sale 1,949,386 -
Total current assets 12,632,387 11,314,555
PROPERTY AND EQUIPMENT:
Furniture and fixtures 370,401 367,660
Equipment 1,631,506 1,566,316
Leasehold improvements 2,729,239 2,729,239
Assets held under capital leases 222,862 222,862
Total 4,954,008 4,886,077
Less accumulated depreciation
and amortization (2,484,599) (2,361,638)
Property and equipment - Net 2,469,409 2,524,439
Receivable from sale of assets 500,000 -
Prepaid pension costs 879,106 -
Due from officers/stockholders 6,135 36,869
Cash surrender value of officers'
life insurance 327,601 293,270
Deferred income taxes 812,426 792,840
Deferred merger costs - 1,112,703
Other assets 1,606,491 403,771
TOTAL $ 19,233,555 $ 16,478,447
</TABLE>
See notes to condensed consolidated financial statements.
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AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Mar. 31, 1995 Dec. 31, 1994
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable - bank $1,200,000 -
Accounts payable and accrued expenses 5,292,330 $2,940,633
Accrued payroll and bonuses 1,212,242 3,432,680
Notes payable to officers/stockholders 1,266,102 1,500,000
Customer billings in excess of revenues
earned 3,733,033 4,613,145
Income taxes payable 421,666 595,065
Current portion of long-term debt 340,179 366,000
Current portion of capital lease
obligations 54,368 44,211
Total current liabilities 13,519,920 13,491,734
Long-term debt, net of current portion 375,000 439,802
Capital lease obligations, net of
current portion 92,819 104,362
Deferred compensation 300,622 292,953
Accrued rent 960,852 963,736
Minority Interest 47,380 54,122
Total liabilities 15,296,593 15,346,709
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 30,000,000
shares authorized; 13,094,744 shares issued
at March 31, 1995; and 10,475,804 shares
issued at December 31,1994 130,948 14,286
Additional paid-in capital 2,071,572 333,960
Retained earnings 1,734,526 1,167,656
Cummulative foreign currency
translation adjustment (84) (3,846)
Total capital stock 3,936,962 1,512,056
Treasury stock, at cost 0 (380,318)
Total stockholders' equity 3,936,962 1,131,738
TOTAL $19,233,555 $16,478,447
</TABLE>
See notes to condensed consolidated financial statements.
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AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
Mar. 31, 1995 Apr. 2, 1994
REVENUES $13,312,846 $9,550,921
COSTS AND EXPENSES:
Direct costs 6,357,864 3,371,466
Selling, general and
administrative expenses 5,673,786 5,088,819
Incentive bonuses 464,000 678,812
Interest expense 59,592 49,208
Other (income) - Net (171,563) (119,459)
TOTAL COSTS AND EXPENSES 12,383,679 9,068,846
INCOME BEFORE PROVISION FOR
INCOME TAXES 929,167 482,075
PROVISION FOR INCOME TAXES 362,297 153,534
NET INCOME $ 566,870 $ 328,541
NET INCOME PER SHARE $ 0.05 $ 0.03
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,679,500 10,475,804
See notes to condensed consolidated financial statements.
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AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
Mar. 31, 1995 Apr. 2, 1994
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $566,870 $328,541
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 120,415 133,340
Deferred income taxes (59,371) 102,598
Deferred compensation 7,669 7,491
Amortization of deferred charges 8,561 12,806
Increase in cash surrender value of
officers' life insurance (34,331) -
Accrued rent (2,884) (238,702)
Minority Interest (6,742) 48,697
Changes in operating assets and liabilities:
Accounts receivable 583,113 (834,190)
Prepaid expenses and deferred changes (221,167) (171,809)
Other current assets 42,283 96,067
Other noncurrent assets (955,947) (118,641)
Income taxes payable (173,399) 49,941
Accounts payable and accrued expenses 1,079,280 641,519
Accrued payroll and bonuses (2,220,438) (1,250,758)
Customer billings in excess of revenues
earned (880,112) 514,358
Net cash used in operating activities (2,146,200) (678,742)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to officers/stockholders (9,167) (24,577)
Repayment of loans from officers/stockholders 39,901 4,567
Repayment of loans from affiliates - 55,502
Purchases of property and equipment (65,385) (73,906)
Investment in subsidiary - 30,805
Payment of deferred merger costs (141,465) -
Cash received from Triangle merger 1,089,794 -
Net cash provided (used) in investing
activities 913,678 (7,609)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings-bank 1,200,000 750,000
Principal payments on notes
payable-officers/stockholders (233,898) (153,786)
Principal payments on long-term debt (90,623) (75,942)
Principal payments on capital
lease obligations (1,386) (10,039)
Distribution to stockholders - (161,431)
Net cash provided by financing activities 874,093 348,802
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EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH 3,762 (1,579)
NET INCREASE (DECREASE) IN CASH (354,667) (339,128)
CASH, BEGINNING OF PERIOD 754,309 720,081
CASH, END OF PERIOD $399,642 $380,953
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for: Interest $ 31,196 $ 43,635
Income taxes $ 710,944 $ 0
The Company issued common stock in order
to effect the merger with Triangle. Such
stock aggregated $2,234,592 (net of $1,254,168
of related merger costs). In conjunction with
the acquisition, liabilities were assumed as follows:
Fair value of assets acquired (includes
$1,089,794 of cash acquired) $2,707,009
Value of common stock issued (net of
$1,254,168 of related merger costs) 2,234,592
Liabilities assumed $ 472,417
</TABLE>
See notes to condensed consolidated financial statements.
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AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID-IN RETAINED TREASURY STOCK
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 1994 14,075,650 $14,286 $333,960 $1,167,656 3,600,551 $380,318
Net income 0 0 0 566,870 0 0
Triangle merger 2,769,706 116,662 3,188,531 0 150,050 1,070,601
Elimination of
Treasury Shares (3,750,601) 0 (1,450,919) 0 (3,750,601) (1,450,919)
BALANCE, MARCH 31, 1995 13,094,755 $130,948 $2,071,572 $1,734,526 0 $0
</TABLE>
See notes to condensed consolidated financial statements.
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AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying financial statements of Audits & Surveys
Worldwide, Inc. ("the Company" or the "Combined Company") include
the accounts of Audits and Surveys, Inc. and subsidiaries ("A&S")
for the entire period and the accounts of The Triangle
Corporation ("Triangle") as of March 24, 1995, the effective date
of the merger (the "Merger") described in Note 3. Triangle, as
used hereinafter, refers to the Company prior to the Merger.
2. The 1995 and 1994 financial statements have been prepared by the
Company and are unaudited. In the opinion of the Company's
management all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows for the interim periods have
been made. Certain information and footnote disclosures required
under generally accepted accounting principles have been
condensed or omitted from the consolidated financial statements
pursuant to the rules and regulations of the Securities and
Exchange Commission. The consolidated financial statements
presented herein should be read in conjunction with the year-end
consolidated financial statements and notes thereto included in
Triangle's Annual Report on Form 10-K for the year ended December
31, 1994, and the historical financial statements and notes
thereto of A&S for the year ended December 31, 1994 included in
the Company's Form 8K/A filed with the Securities and Exchange
Commission on May 16, 1995. The results of operations for the
three month periods ended March 31, 1995 and April 2, 1994 are
not necessarily indicative of the results to be expected for any
other interim period or for the entire year.
3. Merger
On March 24, 1995, the Company completed the Merger between
Triangle and A&S. In accordance with the terms of the Merger
Agreement, each share of Triangle's common stock outstanding
prior to the consummation of the Merger remained outstanding.
Each share of A&S's common stock outstanding prior to the Merger
was exchanged for 1,407.565 shares of Triangle's common stock.
Upon consummation of the Merger, the holders of Triangle's common
stock immediately prior to the Merger owned 20% of the Combined
Company's common stock and the holders of A&S's common stock
immediately prior to the Merger owned 80% of the Combined
Company's common stock. For accounting and financial reporting
purposes, the Merger has been treated as a reverse acquisition in
accordance with generally accepted accounting principles, with
A&S being deemed to be acquiring Triangle's net assets in return
for a 20% equity interest in A&S. The name of the Combined
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Company was changed to Audits & Surveys Worldwide, Inc.
Triangle's results of operations have been included in the
consolidated financial statements of the Company subsequent to
the effective date of the Merger. The purchase price has been
allocated among the fair value of Triangle's net assets acquired.
Any excess purchase price, including approximately $1,254,168 of
Merger related expenses, has been charged to paid-in capital.
Accordingly, no goodwill has been recorded in connection with
this transaction.
The following unaudited pro forma summary presents the
consolidated results of operations as if the Merger had occurred
at the beginning of each period presented and does not purport to
be indicative of what would have occurred had the Merger been
completed as of those dates or of results which may occur in the
future.
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1995 Apr. 2, 1995
<S> <C> <C>
Revenues $13,313,000 $9,551,000
Income from continuing operations $ 399,000 $ 345,000
Income (loss) from discontinued
operations 6,000 (81,000)
Net income $ 405,000 $ 264,000
Income per share from continuing
operations $ .03 $ .03
(Loss) per share from discontinued
operations .00 (.01)
Net income per share $ .03 $ .02
</TABLE>
4. Commitments and Contingencies
On March 24, 1995, the Company entered into employment and
compensation agreements with its Chief Executive Officer
("CEO"), its President and both of its Executive Vice-
Presidents. The agreement with the CEO provides that he will be
employed for a period of five years at a base salary of $350,000
per annum, plus discretionary bonuses as may be determined by
the Board of Directors. At any time after March 24, 1998, the
CEO may elect to terminate his status as a full-time employee
and become a consultant to the Company for the balance of the
term of his employment agreement and receive a consulting fee
equal to $175,000 per annum. The President and two Executive
Vice-Presidents have each entered into an employment agreement
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for a term of three years at a salary of $300,000, $250,000, and
$195,000 per annum, respectively, as well as discretionary
bonuses as may be determined by the Board of Directors.
On February 6, 1995, the Company entered into a five year
agreement with a supplier whereby the Company will pay
$1,500,000 for retail sales data and other rights as specified
in the agreement. In the event of termination, the amounts owed
to the supplier would be prorated based on the proportion of
sales data received during the period prior to termination. As
of March 31, 1995, the Company has paid the supplier $1,000,000.
The balance of $500,000 is to be paid at a rate of $100,000 a
year over the five year period.
On August 4, 1993, Triangle completed the sale of substantially
all of the assets and properties constituting its mechanics'
hand tool, horseshoe and farrier tool business ("Cooper
Agreement") to Cooper Industries, Inc. ("Cooper"). On February
3, 1995, Triangle was notified by Cooper that Triangle had
allegedly breached certain representations and warranties made
to Cooper in the Cooper Agreement. The alleged breaches
pertained to a representation that Triangle had no knowledge of
the existence of any undisclosed underground storage tanks
("USTs"). In such notice, Cooper advised Triangle that its
damages arising from this breach could be in excess of
$1,000,000, and that Cooper would therefore withhold a
conditional payment of $1,000,000, plus interest, due to
Triangle by February 10, 1995, until the matter was resolved.
On March 9, 1995, Mobil Oil Corporation ("Mobil") notified
Cooper that Mobil believed the USTs in question were left from a
former Mobil service station operation on the same premises, and
that Mobil would, subject to a reservation of its rights, assume
lead responsibilities for investigative and/or remedial
activities at the site. Based in part upon the receipt of this
letter from Mobil, Cooper paid to Triangle the aforesaid
$1,000,000, plus interest, on March 17, 1995, and notified
Triangle that Cooper would hold its claim against Triangle in
abeyance pending final resolution of the matter. Based upon
both Mobil's commitment and the Company's investigation of the
removal and remedial costs likely to be incurred with respect to
the existence of these USTs, the Company does not believe that a
payment, if any, to Cooper by the Company of any damages that
may be suffered by Cooper with respect to the alleged breach'
would be likely to have a material effect on the Company's
consolidated results of operations or financial position.
Furthermore, the Company believes that it has valid defenses to
any potential Cooper claims.
A Triangle subsidiary, Diamond Tool and Horseshoe Co., now
inactive and known as Tri-North, Inc., is one of a large number
of third-party defendants in an action brought by the U.S.
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Environmental Protection Agency. The action involves the
cleanup of the Arrowhead Refinery Superfund site in Minnesota
and the defendants are seeking the right to reimbursement of a
portion of their costs from the third-party defendants. In
prior years, Triangle expensed $100,000, excluding legal costs,
relating to this action. Any further liability with respect to
this action would constitute an Assumed Liability (as defined)
under the terms of the Cooper Agreement described above. Cooper
is obligated to indemnify the Company against any such liability
(including the cost of obtaining a settlement or consent order
releasing the Company from further liability). However, the
final conditional payment due from Cooper of $500,000 (plus
interest thereon) is due when and if the Company obtains a
satisfactory settlement or consent order releasing it from
further liability with respect to this action in accordance with
the Cooper Agreement, which $500,000 is to be reduced by the
amount paid in connection with such a settlement or consent
order. Notwithstanding the fact that the Company's maximum
exposure from this litigation is therefore in effect limited to
the loss of this $500,000 conditional payment, a range of
possible loss cannot be reasonably estimated. The Company's
ultimate liability in this matter is not, however, expected to
have a material effect on the Company's consolidated results of
operations or financial position.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders (the "Meeting") of
Triangle, held on March 16, 1995, Triangle's stockholders were asked
to vote on the following four proposals:
4. Election of Directors
To elect four directors, each to hold office until the next
Annual Meeting of Stockholders or until his respective successor is
elected and qualified. The following directors were elected at the
Meeting: H. Arthur Bellows, Jr., Charles E. Bradley; Thomas P.
Howes; and William A. Zebedee. However, in accordance with the terms
of the Merger Agreement, dated August 11, 1995, between Triangle and
A&S, as amended by Amendment No. 1 thereto dated as of October 7,
1994, Amendment No. 2 thereto dated as of January 6, 1995, Amendment
No. 3 thereto dated as of January 31, 1995, and Amendment No. 4
thereto dated as of February 8, 1995 (as so amended, the "Merger
Agreement), and the transactions contemplated thereby, Thomas P.
Howes ceased to be a director of the Company at the time of the
consummation of the Merger.
5. Resolution Authorizing and Approving the Merger
To consider and vote upon the adoption of a resolution
authorizing and approving the Merger. Pursuant to the terms of the
Merger as set forth in the Merger Agreement, each share of the
Triangle's Common Stock outstanding prior to the consummation of the
Merger remained outstanding following consummation of the Merger and
each share of A&S Common Stock outstanding prior to the consummation
of the Merger was exchanged for 1,407.565 shares of the Triangle's
Common Stock. As a result of the consummation of the Merger,
Triangle acquired all of the assets and liabilities of A&S in return
for the issuance to stockholders of A&S of 10,475,804 shares of the
Triangle's Common Stock. Votes in favor of the Merger were also
deemed to include votes in favor of the amendments (the "Amendments")
of certain provisions contained in the Company s Certificate of
Incorporation. The Amendments included: changing the name of the
Company to "Audits & Surveys Worldwide, Inc."; increasing the
authorized number of shares of the Company s Common Stock from
10,000,000 to 30,000,000 and changing the par value of the Company s
Common Stock from $0.50 per share to $0.01 per share. The Amendments
became effective upon the consummation of the Merger.
In addition, pursuant to the terms of the Merger Agreement, the
following designees of A&S became members of the Board of Directors
of the Company: Solomon Dutka; Carl Ravitch; Anthony Timiraos; Sol
Young; William Newman; Robert C. Miller; and Matthew Goldstein. Each
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designee will hold office until the next Annual Meeting of
Stockholders or until his respective successor is elected and
qualified.
6. Adoption of 1994 Stock Option Plan
To consider and vote upon the adoption of the 1994 Stock Option
Plan ("1994 Plan") of the Company. The 1994 Plan allows a stock
option committee to grant qualified and non-qualified options to
purchase up to 650,000 shares of the Company s Common Stock. The
adoption of the 1994 Plan by the Company s stockholders was a
condition precedent to A&S s obligation to consummate the Merger.
The 1994 Plan became effective upon consummation of the Merger.
7. Repeal of Articles TENTH, ELEVENTH and TWELFTH of Certificate
of Incorporation
To consider and vote upon a proposal to repeal Articles TENTH,
ELEVENTH and TWELFTH of the Company's Certificate of Incorporation.
Article TENTH provides for a 66-2/3% stockholder vote to approve any
plan of merger or consolidation of the Company with or into any other
company, any sale, lease, exchange or disposition of all or
substantially all of the assets or property of the Company to or with
another person, corporation or other entity, or involuntary
dissolution of the Company; provided, however, that in each instance,
such vote is only required where such transaction is not approved by
three-fifths of the Board. Article ELEVENTH limits stockholder
action to annual and special meetings (by eliminating the use of
stockholder written consent) and provides for a 66 2/3% stockholder
vote to call a special meeting of stockholders, without altering the
ability of the Board or certain officers to call such a meeting as
provided in the By-laws. Article TWELFTH requires the affirmative
vote of holders of not less than 66-2/3% of the outstanding capital
stock of the Company entitled to vote thereon or a vote of not less
than three-fifths of the Board to amend, alter or repeal any By-law
which is inconsistent with Articles TENTH, ELEVENTH and TWELFTH. The
vote required to repeal Articles TENTH, ELEVENTH and TWELFTH was not
received at the Meeting. Accordingly, such Articles continue in full
force and effect.
Set forth below are the results of each vote brought up at the
Meeting.
1. Election of Directions
Nominee For Against Withhold Authority
H. Arthur Bellows, Jr. 2,027,725 0 20,841
Charles E. Bradley 2,003,743 0 44,823
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Thomas P. Howes 2,030,055 0 18,511
William A. Zebedee 2,030,055 0 18,511
There were no broker nonvotes on this matter.
2. Resolution Authorizing and Approving the Merger
Votes For: 1,644,372
Against: 44,882
Abstentions: 723
Broker Nonvotes: 358,589
3. Adoption of 1994 Stock Option Plan
Votes For: 1,612,731
Against: 68,805
Abstentions: 8,441
Broker Nonvotes: 358,589
4. Repeal of Articles TENTH, ELEVENTH and
TWELFTH of Certificate of Incorporation
Votes For: 1,659,315
Against: 23,768
Abstentions: 6,894
Broker Nonvotes: 358,589
Item 6. Exhibits and Reports on Form 8-K.*
a. Exhibits:
4.1 Restated and Amended Certificate of Incorporation of the
Company.
4.2 Amended and Restated By-laws of the Company.
4.3 Registration Rights Agreement , dated March 24, 1995, among
the Company, H. Arthur Bellows, Jr., Carl Ravitch and the
Estate of Irving I. Roshwalb.
4.4 Shareholders Agreement, dated March 24, 1995, among the
Company, H. Arthur Bellows, Jr., Solomon Dutka, Solomon
* There is no instrument defining the right of holders of
long-term debt of the Company or of any of its subsidiaries
other than where the total amount of securities authorized
thereunder does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis. In
accordance with paragraph (b)(4)(iii) of Item 601 of
Regulation S-K, the Company agrees to furnish to the
Securities and Exchange Commission, upon request, copies of
any such instrument.
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Dutka Trust for James Dutka, Solomon Dutka Trust for
Michael Dutka, Solomon Dutka Trust for Joyce Dutka, Carl
Ravitch, Anthony Timiraos, Dexter Neadle, Lawrence Karp,
George Fabian, Fred Winkel, Joel S. Klein, William Liebman,
Nagesh Gupta, Thomas Ryan, Joel Dorfman, Josh Libresco,
Donald Pace, Paul Donato, Fred Nicholson and Joel J. Klein.
4.5 Shareholders Agreement, dated February 9, 1995, between The
Triangle Corporation and the Estate of Irving I. Roshwalb.
10.1 1994 Stock Option Plan of The Triangle Corporation.
10.2 Employment agreement, dated March 24, 1995, between the
Company and Solomon Dutka.
10.3 Employment agreement, dated March 24, 1995, between the
Company and H. Arthur Bellows, Jr.
10.4 Employment agreement, dated March 24, 1995, between the
Company and Carl Ravitch.
10.5 Employment agreement, dated March 24, 1995, between the
Company and Anthony Timiraos.
27. Financial Data Schedule
b. Reports on Form 8-K:
The Company filed one report on Form 8-K ("Form 8-K") during the
quarterly period ended March 31, 1995. The date of the Form 8-K
(Date of earliest event reported) was March 24, 1995. The Form 8-K
was filed to disclose: (i) Change in Control of Registrant (Item
1.); Acquisition or Disposition of Assets (Item 2.); and Changes in
Registrant's Certifying Accountant (Item 4.). Pursuant to the
provisions of Item 7(a)(4) and (b)(2) of the Form 8-K the financial
statements of the business acquired and the pro-forma financial
information were not included in the Form 8-K (Item 7.). The audited
financial statements and the pro-forma financial information were
filed with the Securities and Exchange Commission on a Form 8-K/A on
May 16, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AUDITS & SURVEYS WORLDWIDE, INC.
May 19, 1995 By: /s/ Anthony Timiraos
Date Anthony Timiraos
Executive Vice President-Finance and
Chief Financial Officer
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