Common use of CERTAIN INFORMATION CONCERNING THE COMPANY Clause in Contracts

CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither Parent, Purchaser nor the Dealer Manager 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 or the Dealer Manager. The Company is a Delaware corporation and its principal executive offices are located at ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telephone (▇▇▇) ▇▇▇-▇▇▇▇. The Company has additional executive, operational and administrative offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Drive, Morristown, Tennessee 37813, telephone (▇▇▇) ▇▇▇-▇▇▇▇. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "▇▇▇▇ ▇▇▇▇▇▇" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & ▇▇▇▇▇▇▇▇▇." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees). Set forth below is certain selected consolidated financial information with respect to the Company, excerpted or derived from the Company's 1998 Annual Report to Stockholders and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, both filed with the Commission pursuant to the Exchange Act. More comprehensive financial information is included in such reports and in 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 (including any related notes) contained therein. Such reports and other documents may be inspected and copies may be obtained from the Commission and the NYSE in the manner set forth below. 12 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INDUSTRIES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (In thousands, except per share amounts) Three Months Fiscal Year Ended December Ended March 31, 31, --------------- -------------------------- 1999 1998 1998 1997 1996 ------- ------- -------- -------- -------- (unaudited) Income Statement Data: Net sales......................... $43,128 $38,484 $165,937 $157,779 $149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 Weighted average shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31, At December 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- (unaudited) Balance Sheet Data: Inventories....................................... $23,307 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was 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. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of Operations

CERTAIN INFORMATION CONCERNING THE COMPANY. The 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 11 and records on file with the Commission and other public sources. Neither ParentAlthough neither the Offeror nor the Parent has any knowledge that would indicate that statements contained herein based upon such information or documents are untrue, Purchaser neither the Offeror, the Parent nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company 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 Parent, Purchaser the Offeror or the Dealer ManagerParent. The Company is a Delaware corporation and with its principal executive offices are located at ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Company provides electronic information retrieval services to major medical and research centers throughout the world. The Company is based in New York and has several international offices. The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interests of such persons in transactions with the Company. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the Commission at Room1024, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Copies of such material may also be obtained by mail, telephone (▇▇▇) ▇▇▇-▇▇▇▇. The Company has additional executiveat prescribed rates, operational and administrative offices from the Commission's principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Drive.▇., Morristown, Tennessee 37813, telephone (▇▇▇) ▇▇▇-▇▇▇▇. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "▇▇▇▇ ▇▇▇▇▇▇" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & ▇▇▇▇▇▇▇▇▇▇, ▇." ▇. ▇▇▇▇▇. The Company manufactures approximately 350 standard furniture products for Commission also maintains a World Wide Web site on the hospitality and food service industries, and approximately 200 standard products for the university, health care internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ that contains reports and other institutional marketsinformation regarding registrants that file electronically with the Commission. The majority Such material should also be available for inspection at the offices of these products are supplied under special order and finished and upholstered to customer's specificationsNASDAQ, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇.▇. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe and Asia. In addition, the Company utilizes its local facilities and existing distribution channels to assemble and distribute products in the United States imported from European sources. The Company also exhibits at major national and international trade shows. As of December 31, 1998, the Company had 1,720 full-time employees. Of these, 1,513 were engaged in manufacturing, 104 in administrative and clerical positions, and 103 in sales and marketing. Those engaged in manufacturing included 251 employees in Mexico. Hourly manufacturing employees at two of the Company's manufacturing facilities are represented by separate bargaining agreements with contracts expiring in November 1999 (covering approximately 600 employees) and November 2000 (covering approximately 200 employees)▇▇▇▇▇. Set forth below is certain selected summary consolidated financial information data with respect to the Company, Company excerpted or derived from the Company's 1998 Annual Report to Stockholders annual report on Form 10-K for the year ended December 31, 1997 and its Quarterly Report quarterly report on Form 10-Q for the quarter ended March 31June 30, 1999, both filed with the Commission pursuant to the Exchange Act1998. More comprehensive financial information is included in such the reports and in other documents filed by the Company with the Commission. The , and the following summary is qualified in its entirety by reference to such the reports and other documents and all of the financial information (including any related notes) contained thereinin the Company's annual report on Form 10-K for the year ended December 31, 1997 and its quarterly report on Form 10-Q for the quarter ended June 30, 1998. Such reports and other documents may should be inspected available for inspection and copies may thereof should be obtained from the Commission and the NYSE obtainable in the manner set forth below. 12 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INDUSTRIESCONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION EXCEPT PER SHARE AMOUNTS) YEAR ENDED SIX MONTHS ENDED DECEMBER 31, JUNE 30, ------------------------- ------------------------- 1997(3) 1996 1998 1997 -------- ------- ------- ------- UNAUDITED UNAUDITED Revenues: Database subscriptions and software ....................... $24,109 $30,823 $16,924 $16,651 Maintenance and other ..................................... 3,141 2,782 1,747 1,601 ------- ------- ------- ------- Total revenues ........................................... 27,250 33,605 18,671 18,252 ------- ------- ------- ------- Cost of revenues: Database subscriptions and software ....................... 14,470 10,779 7,536 6,003 Maintenance and other ..................................... 273 165 147 109 ------- ------- ------- ------- Total cost of revenues ................................... 14,743 10,944 7,683 6,112 ------- ------- ------- ------- Gross profit ............................................. 12,507 22,661 10,988 12,140 Operating expenses: Sales and marketing ....................................... 7,699 7,355 3,631 3,943 Product development ....................................... 7,062 5,612 3,946 3,127 General and administrative ................................ 6,579 5,352 2,473 2,781 ------- ------- ------- ------- Total operating expenses ................................. 21,340 18,319 10,050 9,851 ------- ------- ------- ------- Income (In thousandsloss) from operations ............................ (8,833) 4,342 938 2,289 Interest and other income, except net ............................. 401 253 287 142 ------- ------- ------- ------- Income (loss) before income taxes ........................ (8,432) 4,595 1,225 2,431 Provision (benefit) for income taxes ....................... (675) 1,839 (1,172) 973 ------- ------- ------- ------- Net income (loss) ........................................ ($7,757) $2,756 $2,397 $1,458 ======= ======= ======= ======= Basic earnings (loss) per share amounts............................ ($1.29) Three Months Fiscal Year Ended December Ended March 31, 31, --------------- -------------------------- 1999 1998 1998 1997 1996 $.48 $.39 $.24 ======= ======= ======= ======= Diluted earnings (loss) per share .......................... ($1.29) $.39 $.32 $.20 ======= ======= ======= ======= PRO FORMA DATA (UNAUDITED): (SEE NOTES 1 AND 3) Pro forma total revenues .................................. $37,423 $31,111 $21,839 $18,002 Pro forma gross profit .................................... 20,470 21,187 13,277 12,194 Pro forma income (loss) from operations ................... (870) 2,868 3,227 2,343 ------- ------- -------- -------- -------- ------- ------- Pro forma net income (unauditedloss) Income Statement Data: Net sales......................... ............................... (522) 1,873 2,108 1,497 ------- ------- ------- ------- Pro forma net income (loss) per common share Basic ................................................... ($43,128 .09) $38,484 .32 $165,937 .34 $157,779 .25 ======= ======= ======= ======= Diluted ................................................. ($149,481 Income from continuing operations before income taxes.............. $ 3,538 $ 3,298 $ 16,805 $ 14,743 $ 11,476 Income from continuing operations. $ 2,264 $ 2,078 $ 10,614 $ 9,677 $ 7,756 Net income per share from continuing operations--diluted.............. $ 0.26 $ 0.22 $ 1.17 $ 1.05 $ 0.88 .09) $.26 $.28 $.21 ======= ======= ======= ======= Weighted average number of shares outstanding...................... 8,786 9,296 9,108 9,250 8,838 At March 31, At December 31, ----------- --------------- 1999 1998 1997 ----------- ------- ------- of common Stock outstanding Basic ................................................... 6,017,427 5,773,861 6,123,427 5,954,052 ========= ========= ========= ========= Diluted ................................................. 6,017,427 7,139,900 7,594,231 7,247,343 ========= ========= ========= ========= Total comprehensive income (unauditedsee note 2) Balance Sheet Data: Inventories....................................... .................... $23,307 2,332 $22,544 $17,768 Property and equipment, net....................... $25,926 $25,985 $24,611 Total assets...................................... $88,645 $89,633 $97,238 Long-term debt, including current maturities...... $ 2,000 $ 3,000 $ 7,000 Stockholders' equity.............................. $65,024 $64,695 $71,772 In the course of Parent's due diligence review of the Company, the Company provided Parent with certain business and financial information which was not publicly available. Such information included the Company's 1999 Summary Business Plan prepared by management of the Company (the "Summary") which contained estimated results of operations for the Company's fiscal year ending December 31, 1999. The Summary does not take into account, and has not been adjusted to reflect, any of the potential effects of the Offer or the Merger. Moreover, the Summary was 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. The information from the Summary set forth below is included in this Offer to Purchase solely because such information was provided to Parent in connection with its evaluation of the Company. Parent was not furnished with any written information regarding the assumptions used by the Company in preparing the Summary or any schedules supporting any amounts contained therein. Parent did not rely on the Summary to any significant degree in formulating the Offer Price or other material terms of the Merger Agreement or the transactions contemplated thereby. As a matter of course, the Company does not make public projections or forecasts of its anticipated financial position or results of operations. Accordingly, the Company does not anticipate that it will, and it disclaims any obligations to, furnish updated forecasts or projections to any person, cause such information to be included in documents required to be filed with the Commission, or otherwise make such information public. The information from the Summary should be evaluated in conjunction with the historical financial statements and other information regarding the Company contained elsewhere in this Offer to Purchase and the Company's public filings with the Commission. In light of the foregoing factors and risks inherent in the Summary, holders of Shares are cautioned not to place undue or significant reliance thereon. The Company's estimated results of operations for its fiscal year 1999, as set forth in the Summary, is set forth below. 13 1999 Estimated Results of Operations980 ========= ========= FOOTNOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS