CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning the Company has been taken from or based on publicly available documents on file with the Commission, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect to, the accuracy or completeness of such information or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect to the Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (the latest Form 10-Q on file for the Company with the Commission). More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such documents (which may be inspected and obtained as described above), including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information set forth below. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
Appears in 1 contract
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware Massachusetts corporation with its principal executive offices located at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and its telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. The following Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based on upon publicly available documents and records on file with the Commission, Commission and other publicly available information and information provided by the Companypublic sources. Although neither Parent nor the Purchaser nor Parent has any knowledge that would indicate that statements contained herein based upon such information is documents are untrue, neither Purchaser nor Parent takes none of the Purchaser, Parent, the Dealer Manager, the Depositary or the Information Agent assumes any responsibility for, or makes any representation with respect to, for the accuracy or completeness of such the information or for any failure concerning the Company furnished by the Company or contained in such documents and records or for the failure to disclose events that which may have occurred and or may affect the significance or accuracy of any such information but which are unknown to the Purchaser or and Parent. The Company is a provider supplier of highspecialty reagents, immuno-quality contract irradiation assay test kits and sterilization service using primarily gamma technologymolecular research products to customers involved in biomedical research, the biotechnology industry and pharmaceutical drug discovery. The Company has 20 years of experience uses monoclonal antibody and recombinant DNA technology to develop and manufacture products in the design field of cytokines, chemokines and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products marketrelated immune system factors, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materialschemical messengers which convey signals within the immune system. The Company Set forth below is expanding its network of irradiation facilities both domestically and internationally. Upon completion of certain selected consolidated financial information excerpted from the information contained or incorporated by reference in the Company's Thailand complex Annual Report on Form 10-KSB for the fiscal year ended May 31, 1998 (the 'Company 10-K') and its gamma plants under construction the Company's Quarterly Report on Form 10-QSB for the quarter ended February 28, 1999 (the 'Company 10-Q'). More comprehensive financial information is included or incorporated by reference in the United StatesCompany 10-K and the Company 10-Q, and the reports and other documents filed by the Company with the Commission. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. Such reports and other documents may be examined at, and copies obtained from, the Company will operate a total offices of 18 irradiation processing facilities worldwidethe Commission in the manner set forth below. AVAILABLE INFORMATION ENDOGEN, INC. SELECTED CONSOLIDATED FINANCIAL DATA FOR THE NINE MONTHS ENDED FOR THE FISCAL YEAR ENDED FEBRUARY 28, MAY 31, ---------------------------- ----------------------------- 1998 1999 1997 1998 ------------ ------------ ------------- ------------ (UNAUDITED) INCOME STATEMENT DATA Revenue.............................................. $7,402,215 $7,469,232 $ 9,589,301 $ 10,033,451 Income (loss) from operations........................ $ 438,118 $ (458,524) $ 737,107 $ 509,166 Net income (loss).................................... $ 286,467 $ (461,511) $ 975,595 $ 457,654 Basic earnings (loss) per share...................... $ 0.08 $ (0.13) $ 0.32 $ 0.13 Diluted earnings (loss) per share.................... $ 0.08 $ (0.13) $ 0.29 $ 0.13 Weighted average shares outstanding (basic).......... 3,429,452 3,452,980 3,095,262 3,432,590 Weighted average shares outstanding (diluted)........ 3,634,221 3,452,980 3,394,662 3,626,311 FEBRUARY 28, MAY 31, 1999 1998 ------------ ---------- (UNAUDITED) BALANCE SHEET DATA Working capital...................................... $3,590,443 $3,695,610 Total current assets................................. $5,030,477 $4,991,689 Total assets......................................... $7,563,273 $7,920,321 Term notes payable and capital lease obligations..... $ 85,287 $ 202,919 Total stockholders' equity........................... $6,037,952 $6,421,323 The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, and in accordance therewith, is required to file periodic therewith files reports, proxy statements and other information with the Commission relating to its business, financial condition and other mattersmatters with the Commission. Certain information, information as of particular dates, dates concerning the Company's directors and officers (including officers, their compensation, stock options Company Stock Options (as defined below) granted to them and shares held by them), the principal holders of the Company's securities, securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are should be available for inspection and copying by anyone without charge at the public reference facilities Public Reference Section of the Commission located in Judiciary Plazaat Room ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in at Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material such materials may also be obtained by mail, from the Public Reference Section of the Commission upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇prescribed fees. The Commission also maintains an Internet a World Wide Web site on the World Wide Web internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reportsreports and certain other information regarding registrants that file electronically with the Commission, proxy statements and other information, all of which may be printed out via computer with no fees chargedincluding the Company. In addition, such material Such information should also be available for inspection on file at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect to the Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) ▇ and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31Boston Stock Exchange, 1998 (the latest Form 10-Q on file for the Company with the Commission). More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and the following summary is qualified in its entirety by reference to such documents (which may be inspected and obtained as described above)▇▇▇▇▇▇, including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information set forth below. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Appears in 1 contract
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL Except as specifically set forth herein, the information concerning the Company contained in this Offer to Purchase has been taken from or is based upon information furnished by the Company or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to the Company's public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We have no knowledge that would indicate that any statements contained herein based on such documents and records are untrue or incomplete in any material respect. However, we do not assume any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to us. General. SFN Group, Inc. is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. The telephone number for the Company is (▇▇▇) ▇▇ ▇▇-▇▇▇▇. The following information concerning the Company has been taken from or based on publicly available documents on file with the Commission, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect to, the accuracy or completeness of such information or for any failure by the Company According to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex Annual Report on Form 10-K for the fiscal year ended December 26, 2010, SFN is a strategic workforce solutions provider with two operating segments, professional services and its gamma plants staffing services, which provide temporary staffing, outsourcing and other services and permanent placement under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwideseveral specialty brands. AVAILABLE INFORMATION Available Information. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission SEC relating to its business, financial condition and other matters. Certain information, Information as of particular dates, dates concerning the Company's directors and officers (including officers, their compensationremuneration, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interest interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements filed with the SEC and annual reports distributed to the Company's stockholders stockholders. Such information also will be available in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 and filed with the CommissionInformation Statement. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and SEC's Public Reference Room at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information with respect about the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC's customary charges, by writing to the SEC at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-0213. The SEC also maintains a web site on the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports, proxy statements and other information regarding registrants, including the Company, that file electronically with the SEC. You may also obtain free copies of the documents filed with the SEC by the Company and its consolidated subsidiaries derived from the audited financial statements contained in at the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (the latest Form 10-Q on file for the Company with the Commission). More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such documents (which may be inspected and obtained as described above), including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information set forth below. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.
Appears in 1 contract
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning the Company contained in this Offer to Purchase, including that set forth below under the caption "Selected Financial Information," has been furnished by the Company or has been taken from or based on upon publicly available documents and records on file with the Commission, SEC and other publicly available information and information provided by the Companypublic sources. Although neither Neither Parent nor Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any assumes responsibility for, or makes any representation with respect to, for the accuracy or completeness of the information concerning the Company contained in such information documents and records or for any failure by the Company to disclose events that which may have occurred and or may affect the significance or accuracy of any such information but which are unknown to Purchaser Parent or ParentPurchaser. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to Florida corporation with its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying executive offices at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite . The telephone number of the Company at such offices is (▇▇▇▇, ▇▇▇ ) ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇-▇▇▇▇. The Commission Company serves the defense and national security industry with a range of electronic commercial off-the-shelf products engineered to meet applications within aircraft support, command and control, communications, radar and signal intelligence. The Company also maintains an Internet site on offers software design, integration services and customization services to modify its standard products to the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains specific needs of end users. The Company reportsoperates its business through its five wholly owned subsidiaries, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock MarketParavant Computer Systems, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇Engineering Development Laboratories, ▇.▇.Incorporated, ▇▇▇▇▇▇▇▇▇▇STL of Ohio, ▇.▇Inc., Tri-Plex Systems Corporation and Catalina Systems Research, Inc. Selected Financial Information. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets Set forth below is certain summary selected consolidated financial information with respect to the Company and its consolidated subsidiaries Company, excerpted or derived from the audited financial statements contained in the Company's Annual Report Reports on Form 10-K for the fiscal year years ended March 31September 30, 1998 (the latest Form 10-K on file for the Company with the Commission) 2001 and the unaudited financial statements contained in September 30, 2000, and the Company's Quarterly Report on Form 10-Q for the quarter nine-months ended December 31June 30, 1998 (the latest Form 10-Q on file for the Company with the Commission)2002. More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission, and the SEC. The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information (which including any related notes) contained therein. Such reports and other documents may be inspected and copies may be obtained as described above), including from the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for SEC in the accuracy of the financial information manner set forth below. THE COMPANY AND SUBSIDIARIES PARAVANT INC. SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)INFORMATION
Appears in 1 contract
Sources: Offer to Purchase (Paravant Inc)
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal executive offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based on upon publicly available documents and records on file with the Commission, Commission and other publicly available information and information provided by the Companypublic sources. Although neither Purchaser the Offeror nor the Parent has any knowledge that would indicate that statements contained herein based upon such information is documents are untrue, neither Purchaser the Offeror, the Parent nor Parent takes the Dealer Manager assumes any responsibility for, or makes any representation with respect to, for the accuracy or completeness of the information concerning the Company, furnished by the Company, or contained in such information documents and records or for any failure by the Company to disclose events that which may have occurred and or may affect the significance or accuracy of any such information but which are unknown to Purchaser or the Offeror and the Parent. The Employers' Health Insurance Company ("EHI"), the principal operating subsidiary of the Company, began insurance operations in 1977. EHI is a provider licensed to sell its managed care products in 47 states (although approximately 80% of highits business is concentrated in 10 states) and, according to the Company's Annual Report on Form 10-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience K for the year ended December 31, 1994, EHI is now the tenth largest commercial group health insurance company in the design country based upon 1993 annual statutory premiums. Set forth below is certain summary consolidated financial data with respect to the Company excerpted or derived from financial information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, and development the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such reports and such other documents and all the financial information (including any related notes) contained therein. Such reports and other documents should be available for inspection and copies thereof should be obtainable in the manner set forth below. EMPHESYS FINANCIAL GROUP, INC. SUMMARY CONSOLIDATED FINANCIAL DATA (DOLLARS IN MILLIONS) AS OF AND FOR THE SIX AS OF AND FOR THE MONTHS ENDED YEAR ENDED JUNE 30, DECEMBER 31, ------------- ----------------- INCOME STATEMENT DATA 1995 ---- 1994 ---- 1994 ------ 1993 ------ Premiums (including administrative fees)................... $798 $688 $1,412 $1,255 Interest and other income.................................. 28 25 50 50 Income from operations..................................... 51 54 105 90 Interest expense........................................... Income before income taxes and cumulative effect of gamma irradiation facilities changes 2 1 3 -- in accounting principle 49 53 102 90 Net income(a) 31 33 64 55 Total assets $880 $801 $ 826 $ 794 Total common stockholders' equity 364 293 301 340 Total market capitalization(b) 403 507 541 BALANCE SHEET DATA ---------------
(a) Net income for the year ended December 31, 1993 includes the cumulative effect of changes in accounting principle for post-retirement benefits ($4 million charge) and equipmentincome taxes ($1 million income).
(b) The Shares began trading on the NYSE on March 15, 1994. In addition Prior to its MEDICAL STERILIZATION DIVISION, serving the healthcare products marketsuch time, the Company also maintains an ADVANCED APPLICATIONS DIVISIONwas a wholly owned subsidiary of LNC. Prior to entering into the Merger Agreement, providing microbial reduction the Parent conducted a due diligence review of the Company and materials processing services to a variety of markets in connection with such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materialsreview received certain non-public information from the Company. The Company is expanding its network of irradiation facilities both domestically non-public information included, among other things, the Company's business plan for the years ending December 31, 1995, 1996 and internationally. Upon completion 1997 (the "Plan"), which was prepared by the Company's management based on numerous assumptions, including among others, the current business base and prospects of the Company's Thailand complex operating units, wage and its gamma plants under construction benefit increases and the general business climate for the Company's operations. Set forth below is a summary of certain forecasted information derived from the non-public information. None of the assumptions set forth in the United StatesPlan give effect to the Offer, the Merger or the financing thereof or the potential combined operations of the Parent and the Company will operate after consummation of such transactions. The following chart sets forth certain forecasted information contained in the Plan for 1995 on a total monthly basis (dollars in millions). -------------------------------------- ------------------ ------------------- ------------- July 1995............................. 1,084,000 $ 142 $10 August 1995........................... 1,086,000 143 8 September 1995........................ 1,092,000 144 8 October 1995.......................... 1,097,000 145 5 November 1995......................... 1,098,000 147 7 December 1995......................... 1,103,000 149 7 The Parent has the right to terminate the Merger Agreement if the Company does not attain certain percentages of 18 irradiation processing facilities worldwidespecified components of the Plan for certain periods prior to the acceptance for payment of Shares pursuant to the Offer (95% in the case of membership and 90% in the case of premiums and pretax income, as adjusted in accordance with the terms of the Merger Agreement). AVAILABLE See Section 13. The Plan contains forecasted premiums (including administrative fees) and pretax income of $1,991 million and $106 million, respectively, for the year ending December 31, 1996 and $2,364 million and $122 million, respectively, for the year ending December 31, 1997. THE COMPANY HAS ADVISED THE OFFEROR THAT IT DOES NOT AS A MATTER OF COURSE DISCLOSE FORECASTS AS TO FUTURE REVENUES OR EARNINGS, AND THAT THE FORECASTS DISCUSSED IN THE PLAN WERE NOT INTENDED TO FORECAST LIKELY OR ANTICIPATED OPERATING RESULTS, BUT INSTEAD WERE MERELY ONE SCENARIO INTENDED TO REPRESENT INTERNAL GOALS AND ILLUSTRATE CAPITAL NEEDS AND OTHER ELEMENTS NECESSARY BASED ON A FINANCIAL MODEL TO ACHIEVE SUCH GOALS. THE FORECASTS DISCUSSED IN THE PLAN WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS FOR PROSPECTIVE FINANCIAL INFORMATION. THE FORECASTED INFORMATION IS INCLUDED HEREIN SOLELY BECAUSE SUCH INFORMATION WAS FURNISHED TO THE PARENT OR THE OFFEROR. ACCORDINGLY, THE INCLUSION OF THE FORECASTS IN THIS OFFER SHOULD NOT BE REGARDED AS AN INDICATION THAT THE PARENT, THE OFFEROR, THE COMPANY OR THEIR RESPECTIVE FINANCIAL ADVISORS OR THEIR RESPECTIVE OFFICERS AND DIRECTORS CONSIDER SUCH INFORMATION TO BE ACCURATE OR RELIABLE, AND NONE OF SUCH PERSONS ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY THEREFOR. THE PLAN WAS PREPARED FOR INTERNAL USE AND CAPITAL BUDGETING AND OTHER MANAGEMENT DECISION-MAKING PURPOSES AND IS SUBJECTIVE IN MANY RESPECTS AND THUS SUSCEPTIBLE TO VARIOUS INTERPRETATIONS AND PERIODIC REVISION BASED UPON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT. IN ADDITION, BECAUSE THE ESTIMATES AND ASSUMPTIONS UNDERLYING THE PLAN ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND ARE BEYOND THE CONTROL OF THE COMPANY AND/OR THE PARENT AND THE OFFEROR, THERE CAN BE NO ASSURANCE THAT THE PLAN WILL BE REALIZED. ACCORDINGLY, IT IS EXPECTED THAT THERE WILL BE DIFFERENCES BETWEEN ACTUAL AND FORECASTED RESULTS, AND ACTUAL RESULTS MAY BE MATERIALLY HIGHER OR LOWER THAN THOSE SET FORTH ABOVE. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, and in accordance therewith, is required to file therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain The Company is required to disclose in such proxy statements certain information, as of particular dates, concerning the Company's directors and officers (including officers, their compensationremuneration, stock options granted to them and shares held by them), the principal holders of the Company's securities, securities and any material interest interests of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying may be inspected at the public reference facilities of maintained by the Commission located in Judiciary Plazaat ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in at Seven World Trade Center, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ (▇▇▇▇▇ ▇▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such material should also be available for inspection at the offices of the NYSE, and Seven World Trade Center, Suite ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect to the Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (the latest Form 10-Q on file for the Company with the Commission). More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such documents (which may be inspected and obtained as described above), including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information set forth below. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
Appears in 1 contract
Sources: Tender Offer Statement
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The information concerning the Company contained in this Offer to Purchase, including financial information, has been taken from or based upon the Company 1996 Form 10-K and other publicly available documents and records on file with the SEC and other public sources. None of Parent, Purchaser, the Dealer Managers, the Depositary or the Information Agent assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser, the Dealer Managers, the Depositary or the Information Agent. According to information filed by the Company with the SEC, the Company is a Delaware Florida corporation with its whose principal executive offices are located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning Company, through its subsidiaries, provides primarily credit-related insurance products in the Company has been taken from or based on publicly available documents on file with the CommissionUnited States and Canada, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect toas well as in Latin America, the accuracy or completeness of such information or for any failure by Caribbean and the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser or ParentUnited Kingdom. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition also provides to its MEDICAL STERILIZATION DIVISIONclients comprehensive administrative support in claims, serving the healthcare products marketaccounting, the Company also maintains an ADVANCED APPLICATIONS DIVISIONtax, providing microbial reduction data processing and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other actuarial matters. Certain information, as well as a full range of particular datesmarketing materials, concerning the Company's directors direct mail and officers (including their compensation, stock options granted to them telemarketing services and shares held by them), the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company personnel training programs. Financial Information. Set forth below is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary selected consolidated financial information with respect relating to the Company and its consolidated subsidiaries which has been excerpted or derived from the audited financial statements contained in the Company's Annual Report on Company 1996 Form 10-K for the fiscal year ended March 31K, 1998 (the latest Form 10-K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31September 30, 1998 1997 (the latest "Company Form 10-Q on file for the Company with the Commission). More comprehensive financial information is included in such reports Q") and other documents filed by the Company with the CommissionSEC. More comprehensive financial information is included in, and the following summary financial information that follows is qualified in its entirety by reference to to, the Company 1996 Form 10-K, the Company Form 10-Q and such other documents (which filed by the Company with the SEC. The Company Form 10-K, the Company Form 10-Q and such other documents may be inspected examined at and copies may be obtained as described above), including from the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy offices of the financial information SEC or the NYSE in the manner set forth below. THE COMPANY AND SUBSIDIARIES AMERICAN BANKERS INSURANCE GROUP, INC. SELECTED CONSOLIDATED FINANCIAL DATA INFORMATION (IN THOUSANDS, EXCEPT PER COMMON SHARE AMOUNTS) FOR THE YEAR ENDED DECEMBER 31, --------------------------------------------------------------- 1992 1993 1994 1995 1996 ---------- ---------- ------------ ------------ ------------ INCOME STATEMENT DATA: Total revenues ...... $812,078 $973,324 $1,186,835 $1,360,848 $1,529,035 Net income .......... 42,275 52,295 56,544 72,260 94,503 Net income per share (fully diluted)(1) 1.20 1.37 1.37 1.74 2.16 Dividends per Common Share(1) ........... 0.30 0.34 0.36 0.38 0.40 (RESTUBBED TABLE CONTINUED FROM ABOVE)
Appears in 1 contract
Sources: Offer to Purchase (Cendant Corp)
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based on upon publicly available documents and records on file with the Commission, SEC and other publicly available information and information provided by the Companypublic sources. Although neither Purchaser Merger Subsidiary nor Parent has any knowledge that would indicate that any statements contained herein based upon such information is reports and documents are untrue, neither Purchaser nor Parent takes none of Parent, Merger Subsidiary, the Depositary or the Information Agent assumes any responsibility for, or makes any representation with respect to, for the accuracy or completeness of the information concerning the Company contained in such information documents and records or for any failure by the Company to disclose events that which may have occurred and or may affect the significance or accuracy of any such information but which are unknown to Purchaser Parent, Merger Subsidiary, the Depositary or Parentthe Information Agent. The Company is a provider was founded in 1996 as the successor by merger of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISIONNuclear Support Services, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers Inc. (including their compensation, stock options granted to them and shares held by them"NSSI"), the principal holders of the Company's securitieswhich was founded in 1973, and any material interest NSS of such persons in transactions with Delaware, Inc. Shareholder approval for the Company is required to be disclosed in proxy statements merger of NSSI and annual reports distributed NSS of Delaware into Canisco Resources, Inc. was granted at a special meeting of shareholders held March 29, 1996. This merger was also effected pursuant to the Company's stockholders Amended Joint Plan of Reorganization which was confirmed by the United States Bankruptcy Court for the Middle District of Pennsylvania, Harrisburg on April 24, 1996. The Company provides versatile services supporting operations and filed with facility maintenance for the Commissionpower generation, pulp and paper and petrochemical markets as well as general industry. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities The principal offices of the Commission Company are located in Judiciary Plaza, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment The telephone number of the Commission's customary fees from the Commission's principal office at ▇▇▇ Company is (▇▇▇▇▇ ) ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇-▇▇▇▇. As of June 26, 2000, there were 2,536,565 Shares issued and outstanding. On January 31, 1996, the Company filed a Joint Plan of Reorganization. An Amended Joint Plan of Reorganization (the "Amended Plan") was filed and confirmed by the Court on April 24, 1996. On June 28, 1996, the Company met all the requirements of the Amended Plan by executing the necessary banking documents for securing exit financing. The Commission also maintains an Internet site Company's exited from bankruptcy on July 1, 1996. On March 24, 1998, the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all court administratively closed the bankruptcy proceedings pending the resolution of which may be printed out via computer with no fees chargedtwo contested matters. These matters have subsequently been resolved. In additionJanuary 2000, such material should also be available for inspection at The Nasdaq Stock Marketsubstantially all the assets of IceSolv, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇a wholly owned subsidiary, ▇.▇.were sold to Radiological Services, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect to the Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (the latest Form 10-Q on file for the Company with the Commission). More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such documents (which may be inspected and obtained as described above), including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for the accuracy of the financial information set forth below. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)Inc.
Appears in 1 contract
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following historical information concerning the Company contained in this Offer to Purchase, including financial information, has been taken from or based on upon publicly available documents and records on file with the CommissionCommission and other public sources. Neither Parent, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes the Dealer Manager assumes any responsibility for, or makes any representation with respect to, for the accuracy or completeness of the information concerning the Company contained in such information documents and records or for any failure by the Company to disclose events that which may have occurred and or may affect the significance or accuracy of any such information but which are unknown to Purchaser Parent or Parentthe Purchaser. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition According to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. AccordinglyForm 10-K, the Company is subject to the informational filing requirements a designer and manufacturer of the Exchange Act andhigh quality interior trim systems and blow molded products principally for North American and European car, in accordance therewith, is required to file periodic reports, proxy statements mini-van and other information with the Commission relating to its business, financial condition and other matterslight truck manufacturers. Certain information, as of particular dates, concerning the The Company's directors interior products include complete door panel accessories, seatbacks and officers (including their compensationinserts, stock options granted to them armrests, consoles and shares held by them)headliners. Blow molded products include windshield washer reservoirs, the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ gas tank ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇radiator coolant overflow reservoirs. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reportsCompany's products are sold primarily to major automotive original equipment manufacturers ("OEMs") including Ford, proxy statements Chrysler, General Motors, Diamond Star (Mitsubishi), Honda, Isuzu, Rover, Mazda, Nissan and other information, all of which may be printed out via computer with no fees chargedJaguar. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets Set forth below is certain summary selected historical consolidated financial information with respect to the Company and its consolidated subsidiaries excerpted or derived from the audited financial statements information contained in the Company's Annual Report on Company Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for and the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (the latest Form 10-Q on file for the Company with the Commission)which are incorporated by reference herein. More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following summary is qualified in its entirety by reference to such reports and such other documents (which may be inspected and obtained as described above), including all the financial statements and information (including any related notes notes) contained therein. Neither Parent nor Purchaser assumes any responsibility Such reports and other documents should be available for inspection and copies thereof should be obtainable in the accuracy of the financial information manner set forth belowbelow under "Available Information." AUTOMOTIVE INDUSTRIES HOLDING, INC. THE COMPANY AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (DOLLARS IN THOUSANDSMILLIONS, EXCEPT PER SHARE DATA)AMOUNTS) THREE MONTHS ENDED ------------------- APRIL 1, APRIL 2, DECEMBER 31, JANUARY 1, DECEMBER 26, 1995 1994 1994 1994 1992 -------- ------------ ---------- ------------
Appears in 1 contract
Sources: Tender Offer Statement
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the Commission and other public sources. Although neither the Purchaser nor EastGroup has any knowledge that would indicate that the statements contained herein based on such information are untrue, neither the Purchaser nor EastGroup takes any responsibility for the accuracy or completeness of the information concerning the Company furnished by the Company or contained in such documents and records or for any failure by the Company to disclose events or information which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Purchaser or EastGroup. The Company is a Delaware corporation with was incorporated in December 1987 under the laws of the State of Missouri under the name "Sierra Capital Realty Trust VIII Co." and changed its name to "Meridian Point Realty Trust VIII Co." in September 1993. The Company's principal executive offices are located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 800, San Francisco, California 94111, and its telephone number is (415) 274-1808. The following information concerning description of the Company Company's business has been taken from or based on publicly available documents on file with the Commission, other publicly available information and information provided by the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996: "The Company was organized to qualify as a real estate investment trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Although neither Purchaser nor Parent has any knowledge Under the Code, a REIT must meet certain criteria, including requirements (a) that would indicate certain percentages of its gross income be derived from specific sources, (b) that such information is untrueit distribute annually to its shareholders at least 95% of its REIT taxable income (as defined in the Code), neither Purchaser nor Parent takes any responsibility forand (c) that it not have five or fewer shareholders who own more than 50% of the total value of its stock. The Company did not qualify as a REIT for the years ended December 31, or makes any representation with respect to1992 10 and 1993 because of the failure to satisfy requirement (c) above. However, the accuracy or completeness Revenue Reconciliation Act of such information or for any failure 1993 added a provision which allows stock held by a qualified trust to be treated as held directly by its beneficiaries in proportion to their actuarial interest; this new "look- through" rule allows the Company to disclose events that may have occurred and may affect satisfy requirement (c) above. The Internal Revenue Service permitted the significance or accuracy of any such information but which are unknown Company to Purchaser or Parentre-elect its REIT status beginning in the 1994 tax year. The Company is a provider was formed for the purpose of highmaking equity investments in income-quality contract irradiation producing industrial and sterilization service using primarily gamma technology. The Company has 20 years commercial real estate in selected areas of experience projected growth in the design and development of gamma irradiation facilities and equipmentUnited States. In addition to its MEDICAL STERILIZATION DIVISIONAt December 31, serving the healthcare products market1996, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety had nine real estate equity investments consisting of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materialstwenty-four properties. The Company is expanding its network of irradiation facilities both domestically Company's principal objectives are to preserve, protect and internationally. Upon completion grow the shareholders' capital, provide shareholders with cash dividends, and achieve capital appreciation through potential appreciation in the values of the Company's Thailand complex and its gamma plants under construction in properties. There is no guarantee that the United StatesCompany's objectives will be met. The Company was formed as a self-liquidating finite-life REIT. At the annual meeting held on June 14, 1996, the shareholders approved an amendment to the Company's Bylaws related to investment policy which allowed the Company will operate a total to reinvest proceeds from the sale of 18 irradiation processing facilities worldwideproperty into the purchase of new property, thereby converting the Company to an infinite- life REIT. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, general purpose of the Company is subject to seek income that qualifies under the informational filing requirements REIT provisions of the Exchange Act and, Code. At such time as it is in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal holders best interests of the Company's securitiesshareholders to do so, and any material interest the Board of Directors intends to make investments in such persons in transactions a manner as to comply with the Company is required requirements of the REIT provisions of the Code with respect to be disclosed in proxy statements and annual reports distributed to the composition of the Company's stockholders investments and filed with the Commissionderivation of its income. Such reports, proxy statements and other information are available for inspection and copying at The Directors' decision to acquire or sell properties would be based on a number of factors such as: (i) the public reference facilities vitality of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇real estate and money markets; (ii) the economic climate; (iii) potential environmental liabilities; and (iv) the income tax consequences to the Company and its shareholders.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices " Set forth below is a summary of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect to the Company and its consolidated subsidiaries subsidiaries, excerpted or derived from the audited financial statements information contained in the Company's Annual Report on Form 10-K for the fiscal year ended March December 31, 1998 (the latest Form 10-K on file for the Company with the Commission) 1996 and the unaudited financial statements contained in the Company's its Quarterly Report on Form 10-Q for the quarter ended December 31September 30, 1998 (the latest Form 10-Q on file for the Company with the Commission)1997. More comprehensive financial information is included in such reports and other documents filed by the Company with the Commission, and the following . The financial information summary set forth below is qualified in its entirety by reference to such reports and other documents (which may be inspected filed with the Commission and obtained as described above), including all of the financial statements information and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for Such reports and other documents may be inspected and copies may be obtained from the accuracy offices of the financial information Commission in the manner set forth below. THE COMPANY AND SUBSIDIARIES SELECTED 11 MERIDIAN POINT REALTY TRUST VIII CO. SUMMARY CONSOLIDATED FINANCIAL DATA INFORMATION (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
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CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL The Company is a Delaware corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning the Company contained in this Offer to Purchase, including that set forth below under the caption "Selected Financial Information," has been furnished by the Company or has been taken from or based on upon publicly available documents and records on file with the Commission, Commission and other publicly available information and information provided by public sources. Neither Parent nor the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any assumes responsibility for, or makes any representation with respect to, for the accuracy or completeness of the information concerning the Company contained in such information documents and records or for any failure by the Company to disclose events that which may have occurred and or may affect the significance or accuracy of any such information but which are unknown to Purchaser Parent or Parentthe Purchaser. The Company provides corporate resource management software solutions. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to Virginia corporation with its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying executive offices at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇1141▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Reston, VA 20190. The telephone number of the Company at such offices is (703) ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇-▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇Selected Financial Information. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets Set forth below is certain summary selected consolidated financial information with respect to the Company and its consolidated subsidiaries Company, excerpted or derived from the audited financial statements contained in the Company's Annual Report Reports on Form 10-K for the fiscal year ended March 31, 1998 (the latest Form 10-K on file for the Company with the Commission) and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the quarter years ended December 31, 1998 (the latest Form 10-Q on file 1997 and December 31, 1998, and with respect to financial information for the Company fiscal year ended December 31, 1999, from the Company's Current Report on Form 8-K filed with the Commission)Commission on January 13, 2000. The selected consolidated financial information with respect to the year ended December 31, 1999 and as of December 31, 1999 is unaudited. More comprehensive financial information is included in such reports and in other documents filed by the Company with the Commission, and the . The following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information (which including any related notes) contained therein. Such reports and other documents may be inspected and copies may be obtained as described above), including from the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for Commission in the accuracy of the financial information manner set forth below. THE COMPANY AND SUBSIDIARIES BEST SOFTWARE, INC. SELECTED CONSOLIDATED FINANCIAL DATA INFORMATION (IN THOUSANDSTHOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) FISCAL YEAR ENDED DECEMBER 31, --------------------------------- 1999 1998 1997 ----------- ------- ------- (UNAUDITED) OPERATING DATA: Net sales......................................... $91,414 $69,330 $36,541 Operating income................................ 13,622 6,800 5,856 Net earnings.................................... 9,863 5,623 3,769 Basic net earnings per share.................... .84 .49 .45 Diluted net earnings per share.................. .79 .46 .38 BALANCE SHEET DATA (AT END OF PERIOD): Total assets.................................... 90,045 74,570 57,010 Total liabilities............................... 39,796 34,485 27,256 Shareholders' equity............................ 50,249 40,085 29,574 Certain Company Projections. To the knowledge of Parent and the Purchaser, the Company does not as a matter of course, make public forecasts as to its future financial performance. However, in connection with the discussions concerning the Offer and the Merger and as part of Parent's due diligence review of the 15 18 Company, the Company furnished Parent and the Purchaser with unaudited financial statements for the fiscal year ended December 31, 1999 and discussed various projections of revenues and earnings as a basis of an operating budget for fiscal year 2000. The financial projections discussed were based on numerous assumptions concerning revenue growth in all product areas, additional spending in research and development on new initiatives in its Best! Imperativ product offerings as well as significant investment in an application service provider model as well as increases in sales and marketing and general administrative expenses. The financial projections did not contemplate any changes that may be necessary based on the Company's fourth quarter performance. The Company's various projections for fiscal year 2000 provided to Parent projected net revenues ranging from approximately $123 million to approximately $129 million. Projected operating income for fiscal 2000 ranged from approximately $20 million to approximately $27 million exclusive of acquisition-related amortization charges. The high end of the range excluded certain other possible charges. The Company's 2000 operating budget and the financial projections provided to Parent were prepared for the limited purpose of managing the operating plan of the Company for fiscal year 2000. They do not reflect recent developments which have occurred since they were prepared, such as the Offer and the Merger. This reference to the projections is provided solely because such projections have been provided to the Purchaser and none of the Purchaser, Parent, the Company or any of their respective affiliates or representatives believes that such projections should be relied upon. IT IS THE UNDERSTANDING OF PARENT AND THE PURCHASER THAT THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS OR FORECASTS AND ARE INCLUDED HEREIN ONLY BECAUSE SUCH INFORMATION WAS PROVIDED TO PARENT AND THE PURCHASER. THE PROJECTIONS DO NOT PURPORT TO PRESENT OPERATIONS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND THE COMPANY'S INDEPENDENT AUDITORS HAVE NOT EXAMINED OR COMPILED THE PROJECTIONS PRESENTED HEREIN, AND ACCORDINGLY ASSUME NO RESPONSIBILITY FOR THEM. THESE FORWARD-LOOKING STATEMENTS (AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE PROJECTIONS. THE COMPANY HAS ADVISED THE PURCHASER AND PARENT THAT ITS INTERNAL FINANCIAL FORECASTS (UPON WHICH THE PROJECTIONS PROVIDED TO PARENT AND THE PURCHASER WERE BASED IN PART) ARE, IN GENERAL, PREPARED SOLELY FOR INTERNAL USE AND CAPITAL BUDGETING AND OTHER MANAGEMENT DECISIONS, AND ARE SUBJECTIVE IN MANY RESPECTS AND THUS SUSCEPTIBLE TO INTERPRETATIONS AND PERIODIC REVISION BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENTS. THE PROJECTIONS ALSO REFLECT NUMEROUS ASSUMPTIONS (NOT ALL OF WHICH WERE PROVIDED TO PARENT AND THE PURCHASER), ALL MADE BY MANAGEMENT OF THE COMPANY, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC, MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS, INCLUDING EFFECTIVE TAX RATES CONSISTENT WITH HISTORICAL LEVELS FOR THE COMPANY, ALL OF WHICH ARE DIFFICULT TO PREDICT, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL AND NONE OF WHICH WERE SUBJECT TO APPROVAL BY PARENT OR THE PURCHASER. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE ASSUMPTIONS MADE IN PREPARING THE PROJECTIONS WILL PROVE ACCURATE, AND ACTUAL RESULTS MAY BE MATERIALLY GREATER OR LESS THAN THOSE CONTAINED IN THE PROJECTIONS. THE INCLUSION OF INFORMATION THE PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS AN INDICATION THAT ANY OF PARENT, THE PURCHASER, THE COMPANY OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES CONSIDERED OR CONSIDER THE PROJECTIONS TO BE A RELIABLE PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE RELIED UPON AS SUCH. NONE OF PARENT, THE PURCHASER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, OR MAKES ANY REPRESENTATION TO ANY PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY COMPARED TO THE INFORMATION CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE SHOWN TO BE IN ERROR. IT IS EXPECTED THAT THERE WILL BE DIFFERENCES BETWEEN ACTUAL AND PROJECTED RESULTS, AND ACTUAL RESULTS MAY BE MATERIALLY HIGHER OR LOWER THAN THOSE PROJECTED.
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Sources: Offer to Purchase (Sage Group PLC)
CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the Commission and other public sources. Neither Purchaser nor Parent assumes any responsibility for the accuracy or completeness of the information concerning the Company furnished by the Company or contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. General. The Company is a Delaware California corporation with its principal executive offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The following information concerning the Company has been taken from or based on publicly available documents on file with the Commission, other publicly available information and information provided by the Company. Although neither Purchaser nor Parent has any knowledge that would indicate that such information is untrue, neither Purchaser nor Parent takes any responsibility for, or makes any representation with respect to, the accuracy or completeness of such information or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. The Company is a provider of high-quality contract irradiation and sterilization service using primarily gamma technology. The Company has 20 years of experience in the design and development of gamma irradiation facilities and equipment. In addition to its MEDICAL STERILIZATION DIVISION, serving the healthcare products market, the Company also maintains an ADVANCED APPLICATIONS DIVISION, providing microbial reduction and materials processing services to a variety of markets such as spices, herbs, botanicals, cosmetics, fresh foods, nutraceuticals, food and beverage packaging, semiconductor devices, gemstones and industrial materials. The Company is expanding its network of irradiation facilities both domestically and internationally. Upon completion of the Company's Thailand complex and its gamma plants under construction in the United States, the Company will operate a total of 18 irradiation processing facilities worldwide. AVAILABLE INFORMATION The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their compensation, stock options granted to them and shares held by them), the principal holders of the Company's securities, and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information are available for inspection and copying at the public reference facilities of the Commission located in Judiciary Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located in Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Seven World Trade Center, Suite ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇- ▇▇▇▇. Copies of this material may also be obtained by mail, upon payment of the Commission's customary fees from the Commission's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. The Commission also maintains an Internet site on the World Wide Web at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains Company reports, proxy statements and other information, all of which may be printed out via computer with no fees charged. In addition, such material should also be available for inspection at The Nasdaq Stock Market, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. SUMMARY FINANCIAL INFORMATION The following table sets forth certain summary consolidated financial information with respect According to the Company and its consolidated subsidiaries derived from the audited financial statements contained in the Company's Annual Report annual report on Form 10-K for the fiscal year ended March 31September 30, 1998 (the latest "1998 Form 10-K on file K"), the Company designs, manufactures, markets and supports advanced single-wafer rapid thermal processing equipment used in manufacturing integrated circuits. Historical Financial Information. Set forth below is certain selected consolidated financial data relating to the Company and its Subsidiaries. The selected consolidated financial data as of and for the Company with years ended September 30, 1995 to 1998 have been excerpted or derived from the Commission) and the unaudited audited financial statements contained in the Company's Quarterly Report on 1998 Form 10-Q K and the Company's Form 10-K for the quarter fiscal year ended September 30, 1997. The selected consolidated financial data as of and for the three months ended December 31, 1997 and 1998 have been derived from unaudited financial statements that have been prepared on the same basis as the audited financial statements and, in the opinion of the Company, include all adjustments necessary for a fair statement of the results for the unaudited periods. Operating results for the three months ended December 31, 1998 (are not necessarily indicative of the latest Form 10-Q on file results that may be expected for the Company with the Commission)entire year ending September 30, 1999. More comprehensive financial information is included in such reports the Form 10-K and other documents filed by the Company with the Commission, and the following summary is . The financial data that follow are qualified in its their entirety by reference to such documents (which may be inspected reports and obtained as described above)other documents, including the financial statements and related notes contained therein. Neither Parent nor Purchaser assumes any responsibility for Such reports and other documents may be examined and copies may be obtained from the accuracy offices of the financial information Commission in the manner set forth below. THE COMPANY AND SUBSIDIARIES AG ASSOCIATES, INC. SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDSin thousands, EXCEPT PER SHARE DATAexcept per share data) For the Fiscal Quarter Ended For the Fiscal December 31, Years Ended September 30, ---------------- ----------------------------------- 1998 1997 1998 1997 1996 1995 ------- ------- -------- -------- ------- ------- (in thousands) Consolidated Statement of Operations Data: Net sales.............. $14,328 $16,433 $ 45,957 $ 49,604 $71,089 $62,725 Gross profit........... 5,141 6,248 12,962 16,907 31,724 29,028 Research and development........... 3,129 3,948 15,908 14,329 16,653 8,893 Selling, general and administrative........ 2,294 2,361 9,573 9,247 10,204 10,562 Income (loss) from operations............ (282) (61) (12,519) (6,669) 4,867 9,573 Income (loss) before income taxes.......... (369) 15 (12,494) (6,237) 4,487 9,221 Net income (loss)...... $ (369) $ 9 $(14,000) $ (4,687) $ 2,743 $ 9,753 Net income (loss) per share--basic.......... $ (0.06) -- $ (2.29) $ (0.78) $ 0.47 $ 2.22 Shares used in per share calculation-- basic................. 6,203 6,066 6,102 5,981 5,582 4,305 Net income (loss) per share--diluted........ $ (0.06) -- $ (2.29) $ (0.78) $ 0.45 $ 2.05 Shares used in per share calculation-- diluted............... 6,203 6,132 6,102 5,981 6,140 4,770
Appears in 1 contract