-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F3xIGZTnyPFHT1Y8vTByIG6jyMJdHjVel6ZhYUYJ0MZuoe5cTTXhQJVidK3bJ8dX F2eMZTZBEpQMuMtnvpBA1w== 0000950115-98-001363.txt : 19980812 0000950115-98-001363.hdr.sgml : 19980812 ACCESSION NUMBER: 0000950115-98-001363 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980705 FILED AS OF DATE: 19980811 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL LEAMAN CORP /PA/ CENTRAL INDEX KEY: 0000215425 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 232021808 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-08517 FILM NUMBER: 98682270 BUSINESS ADDRESS: STREET 1: 102 PICKERING WAY CITY: EXTON STATE: PA ZIP: 19341-0200 BUSINESS PHONE: 6103634200 MAIL ADDRESS: STREET 1: 102 PICKERING WAY CITY: EXTON STATE: PA ZIP: 19341 10-Q 1 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended July 5, 1998. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ___________ to ___________. Commission file number 000-8517 -------- Chemical Leaman Corporation ---------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2021808 ---------------------------- ------------ (State or other jurisdiction of incorporation or organization) (IRS employer identification no.)
102 Pickering Way, Exton, Pennsylvania 19341-0200 -------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (610) 363-4200 - ------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $2.50 per share: 549,795 shares outstanding as of August 7, 1998. CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES INDEX
Page # ------ Part I Financial Information Item 1 Financial Statements Condensed Consolidated Balance Sheets - July 5, 1998 (unaudited) and December 31, 1997 1-2 Condensed Consolidated Statements of Operations (unaudited)- Three Months Ended July 5, 1998 and June 29, 1997 3 Condensed Consolidated Statements of Operations - Six Months Ended July 5, 1998 (unaudited) and June 29, 1997 3 Condensed Consolidated Statements of Cash Flows - Six Months Ended July 5, 1998 (unaudited) and June 29, 1997 4 Notes to Condensed Consolidated Financial Statements 5-7 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition and results of operations 8-10 Part II Other Information 11 Item 6 Exhibits and Reports on Form 8-K Signature 12
PART I FINANCIAL INFORMATION Item 1 Financial Statements CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
July 5, December 31, 1998 1997 ---------- ------------ (unaudited) ASSETS Cash and cash equivalents $ 2,639 $ 2,681 Accounts receivable, net of allowance of $ 1,122 at July 5, 1998 and $850 at December 31, 1997 20,018 22,871 Operating supplies 949 940 Prepaid expenses and other 9,510 8,252 -------- -------- Total current assets 33,116 34,744 -------- -------- Property and equipment, net 111,938 109,871 Recoverable environmental costs 14,685 14,002 Other assets 18,882 18,897 -------- -------- $178,621 $177,514 ======== ========
1 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
July 5, December 31, 1998 1997 ------- ------------ (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Accounts and drafts payable $ 18,962 $ 19,317 Accrued salaries and wages 4,277 5,383 Other accrued liabilities 4,971 4,028 Estimated self-insurance liabilities 2,073 4,183 Current maturities of long-term debt 488 462 Current maturities of equipment obligations 319 166 --------- --------- Total current liabilities 31,090 33,539 Long-term equipment obligations 18,858 10,177 Long-term debt 101,155 101,496 Estimated self-insurance liabilities 15,012 18,889 Other non-current liabilities 5,184 5,082 Redeemable preferred stock 5,318 5,318 Stockholders' equity Common stock 2,677 2,677 Other stockholders' equity (673) 336 --------- --------- Total stockholders' equity 2,004 3,013 --------- --------- $ 178,621 $ 177,514 ========= =========
2 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (In thousands)
FOR THE SIX FOR THE THREE MONTHS ENDED MONTHS ENDED ----------------------- ----------------------- JULY 5, JUNE 29, JULY 5, JUNE 29, 1998 1997 1998 1997 --------- ---------- -------- -------- OPERATING REVENUES $ 183,082 $ 156,545 $ 92,474 $ 80,479 --------- ---------- -------- -------- OPERATING EXPENSES: Salaries, wages and benefits 36,512 34,947 17,788 17,746 Purchased transportation and rents 88,619 69,131 46,298 35,246 Operations and maintenance 32,988 32,158 16,442 16,179 Depreciation and amortization 10,867 9,336 5,516 4,912 Taxes and licenses 1,800 1,457 450 777 Insurance and claims 2,514 4,402 1,216 1,587 Communication and utilities 3,847 3,320 1,925 1,638 Loss on disposition of revenue equipment, net 291 45 125 36 --------- --------- -------- -------- Total operating expenses 177,438 154,796 89,760 78,121 --------- --------- -------- -------- OPERATING INCOME 5,644 1,749 2,714 2,358 INTEREST EXPENSE, net 6,158 4,515 3,141 2,183 OTHER EXPENSE, net 764 165 408 356 --------- --------- -------- -------- Loss before income tax benefit (1,278) (2,931) (835) (181) INCOME TAX BENEFIT (447) (1,223) (292) (66) --------- --------- -------- -------- LOSS BEFORE EXTRAORDINARY ITEM (831) (1,708) (543) (115) --------- --------- -------- -------- EXTRAORDINARY LOSS on early extinguishment of debt, less applicable income taxes of $133 -- (199) -- -- --------- ---------- -------- -------- NET LOSS $ (831) $ (1,907) $ (543) $ (115) ========= ========== ======== ========
3 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (In thousands)
For the Six Months Ended ------------------------------- July 5, June 29, 1998 1997 ------- ------- OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 1,314 $ (3,519) INVESTING ACTIVITIES: Acquisition of business (1,598) Additions to property and equipment (12,834) (11,006) Proceeds from the sales of property and equipment 1,207 751 --------- --------- Net cash used in investing activities (13,225) (10,255) --------- --------- FINANCING ACTIVITIES: Payments on equipment obligations (162) (62,439) Proceeds from issuance of equipment obligations 1,796 3,998 Proceeds from revolving credit facility 7,200 (Decrease) increase in bank overdrafts (1,472) 2,882 Proceeds from issuance of long-term debt 100,000 Payments on long-term debt (315) (21,355) Payments on early extinguishment of debt (199) Proceeds from sale of receivables 5,000 Preferred stock dividends (178) (178) --------- --------- Net cash provided by financing activities 11,869 22,709 --------- --------- Net (decrease) increase in cash and cash equivalents (42) 8,935 CASH AND CASH EQUIVALENTS: Beginning of year 2,681 5,788 --------- --------- End of year $ 2,639 $ 14,723 ========= =========
4 Chemical Leaman Corporation and Subsidiaries Notes To Condensed Consolidated Financial Statements (unaudited) Note 1 - Summary of Significant Accounting Policies Basis of Preparation The unaudited condensed consolidated financial statements of Chemical Leaman Corporation (the "Company") included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures included herein are adequate to make the information presented not misleading . Operating results for the three and six month periods ended July 5, 1998 and June 29, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998 or for future fiscal periods. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements included in the Company's Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission ("Annual Report"). In the opinion of the Company, the unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the three and six month periods ended July 5, 1998 and June 29, 1997 and for a fair presentation of financial position at July 5, 1998. Recent Accounting Pronouncements Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income" was issued in July 1997. The Company adopted SFAS No. 130 on January 1, 1998, as required. SFAS No. 130 established standards for the reporting and display of comprehensive income and its components. The main objective of the statement is to report a measure of all changes in equity that result from transactions and other economic events of the period other than transactions with owners. Such components of total comprehensive income for the Company are net income and a minimum pension liability adjustment made pursuant to SFAS No. 87. The effect of the minimum pension liability adjustment for the first and second quarter of 1998 was immaterial. Note 2 - December 31, 1997 Balance Sheet The amounts presented in the balance sheet as of December 31, 1997 were derived from the Company's audited consolidated financial statements which were included in the Annual Report. 5 Chemical Leaman Corporation and Subsidiaries Notes To Condensed Consolidated Financial Statements (unaudited) Note 3 - Contingencies/Litigation Bridgeport, New Jersey The Company is in litigation with its insurers to recover its costs in connection with the environmental cleanup at its Bridgeport, NJ site, Chemical Leaman Tank Lines, Inc. v. Aetna Casualty & Surety Co., et al, Civil Action No. 89-1543 (SSB) (D.N.J.). On April 7, 1993, the U.S. District Court for the District of New Jersey entered a judgment requiring the insurers to reimburse the Company for substantially all past and future environmental cleanup costs at the Bridgeport site. The insurers appealed the judgment to the U.S. Court of Appeals for the Third Circuit, but before the appeal was decided the Company and its primary insurer settled all of the Company's claims, including claims asserted or to be asserted at other sites, for $11.5 million. This insurer dismissed its appeal, but the excess carriers did not. On June 20, 1996, the U.S. Court of Appeals affirmed the judgment against the excess insurance carriers, except for the allocation of liability among applicable policies, and remanded the case for an allocation of damage liability among the insurers and applicable policies on a several basis. On September 15, 1997, the District Court issued an order and accompanying opinion ruling on the allocation of damages among the applicable policies as directed by the Court of Appeals. The District Court's decision found that the Company has already recovered $11.5 million in past Bridgeport investigation and remediation costs from its primary insurer under the aforementioned settlement agreement. The District Court's decision further found that the Company is entitled to have the balance of its past costs and all future Bridgeport investigation and remediation costs allocated among the liable excess carriers, according to specific percentages set forth in the District Court's Order. The Company and its excess carriers are engaged in settlement negotiations in an effort to resolve all of the Company's claims, including those relating to the Bridgeport, NJ site. It is the belief of the environmental counsel to the Company, and management, that receipt of insurance proceeds sufficient to recover substantially all of the costs of remediating the Bridgeport, NJ site, including natural resources damages, and attorneys' fees and expenses, is likely to occur. Note 4 - Other Events On June 24, 1998, the Company announced that Palestra Acquisition Corp. ("Palestra"), a Delaware corporation and a wholly owned subsidiary of MTL Inc., a Florida corporation ("MTL"), had entered into an Agreement and Plan of Merger ("CLC Merger Agreement"), dated as of June 23, 1998, by and among Palestra, the Company and its shareholders (each a "Shareholders" and, collectively, the "Shareholders"). On July 28, 1998, MTL announced that Palestra and the Company had entered into an Amendment No. 1 ("Amendment") to the CLC Merger Agreement. Under the terms of the CLC Merger Agreement, as amended, MTL has agreed, subject to the satisfaction of certain terms and conditions, to acquire all of the outstanding shares of common stock, $2.50 par value per share, of CLC ("CLC Common Stock") through the merger ("Merger") of Palestra with and into the Company, which thereby will become a wholly-owned subsidiary of MTL. The Shareholders have approved the consummation of the Merger. The Merger is expected to close in August or September of 1998, and has an outside closing date of October 31, 1998. 6 Chemical Leaman Corporation and Subsidiaries Notes To Condensed Consolidated Financial Statements (unaudited) Under the terms of the CLC Merger Agreement, as amended, all shares ("Shares") of CLC Common Stock held by the Shareholders shall, by virtue of the Merger, be converted into the right to receive an aggregate amount in cash (and Common Stock of MTL, as described below) equal to $72.8 million less Transaction Expenses (as defined in the CLC Merger Agreement, as amended) in excess of $100,000, plus shares of preferred stock of MTL having a stated value equal to $5.0 million (collectively "Merger Consideration"), subject to certain setoffs as set forth in the CLC Merger Agreement. A portion of the Shares held by certain Shareholders who are officers of CLC shall not be converted into cash, but in lieu thereof, shall be converted into the shares of the Common Stock of MTL as set forth in their employment agreements. In connection with the transactions contemplated by the Merger, the Company will transfer all of the common stock of Leaman Air Services, Inc., a subsidiary of the Company, to a principal stockholder of the Company, as additional consideration for the Shares held by such Shareholder. The aggregate consideration for the outstanding shares of the Company's Common Stock was determined based upon arms-length negotiation between Palestra and the Company. Prior to the execution of the Merger Agreement, no material relationship existed between the Company and MTL, or any of its affiliates, any director or officer of CLC or any associate of any such director or officer. In conjunction with the Merger, Palestra has initiated detailed Phase I and Phase II environmental studies related to certain environmental sites. The results of these studies are not presently known. On July 28, 1998, MTL initiated a tender offer and consent solicitation for the Company's 10-3/8% senior notes due 2005 (the "Notes"). This tender offer is scheduled to expire August 24, 1998 unless extended. The closing of the Merger is subject to the completion of the tender offer for the Notes and an amendment to certain of the terms of these Notes in connection therewith, satisfaction of all of the conditions to MTL's financing arrangements in connection with the Merger, and customary conditions. Accordingly, there can be no assurance that the merger will be successfully completed. 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation Results of Operations The Company employs an accounting calendar consisting of four thirteen week quarters. Because of differences in the week ending dates of the three and six month periods ended July 5, 1998 and June 29, 1997, there were three additional billing days in the six month period ended July 5, 1998 versus the six month period ended June 29, 1997 and there were two less billing days in the three month period ended July 5, 1998 versus the three month period ended June 29, 1997. As such, the analysis of the results of operations between comparative periods will be impacted by the difference in revenue days in 1998 versus 1997. Three Month Period Ended July 5, 1998 Compared to the Three Month Period Ended June 29, 1997 Operating Revenues Operating revenues increased by $12.0 million from $80.5 million for the three month period ended June 29, 1997 to $92.5 million for the three month period ended July 5, 1998. Of this increase, approximately $12.7 million is attributable to growth in existing operations of which $4.8 million is from growth in the Company's logistics subsidiary. Operating revenues decreased $2.5 million as a result of two fewer revenue days in the 1998 period versus the 1997 period. The remaining $1.8 million increase is attributable to acquisitions in the Company's dry bulk and tank cleaning subsidiaries. Operating Expenses Operating expenses increased $11.7 million from $78.1 million for the three month period ended June 29, 1997 to $89.8 million for the three month period ended July 5, 1998. Of this increase, approximately $12.8 million is attributable to growth in existing operations of which $5.1 million is related to growth in the Company's logistics subsidiary. Operating expenses were lower by $2.4 million as a result of two fewer revenue days in the 1998 period versus the 1997 period. The remaining $1.3 million is attributable to acquisitions in the Company's dry bulk and tank cleaning subsidiaries. Interest Expense Interest expense increased from $2.2 million, or 2.7% of revenue for the three month period ended June 29, 1997, to $3.1 million or 3.4% of revenue for the three month period ended July 5, 1998. The increase in interest expense is attributable to additional debt incurred in support of new business and increased business from existing operations as well as higher interest rates and increased debt as a result of the issuance of the Company's 10 3/8% Senior Notes due 2005 (Senior Notes) completed on June 16, 1997. Net Loss The net loss for the three month period ended July 5, 1998 increased $.4 million from $.1 million for the three month period ended June 29, 1997 to $.5 million. The increase was due primarily to the after-tax effect of higher operating profit attributable to increased revenue described above offset by higher interest and other expense. 8 Six Month Period Ended July 5, 1998 Compared to the Six Month Period Ended June 29, 1997 Operating Revenues Operating revenues increased $26.6 million from $156.5 million for the six month period ended June 29, 1997 to $183.1 million for the six month period ended July 5, 1998. Of this increase, approximately $3.8 million is attributable to three additional billing days in the 1998 period versus the 1997 period. An additional $3.5 million is attributable to acquisitions in the Company's dry bulk and tank cleaning subsidiaries. The remaining increase of $19.3 million results from an increase in existing operations of which $6.3 million is from the Company's logistics subsidiary. Operating Expenses Operating expenses increased $22.6 million from $154.8 million for the six month period ended June 29, 1997 to $177.4 million for the six month period ended July 5, 1998. Of this increase, approximately $3.6 million is attributable to the increased number of billing days in the 1998 period versus the 1997 period. An additional $3.0 million is attributable to acquisitions in the Company's dry bulk and tank cleaning subsidiaries. The remaining increase of $16.0 results from an increase in existing operations of which $6.2 million is related to growth in the Company's logistics subsidiary. Interest Expense Interest expense increased from $4.5 million for the six month period ended June 29, 1997, or 2.9% of revenue, to $6.2 million for the six month period July 5, 1998, or 3.4% of revenue. The increase in interest expense is attributable to additional debt incurred in support of new business and increased business from existing operations as well as higher interest rates and increased debt as a result of the issuance of the Company's Senior Notes completed on June 16, 1997. Net Loss The net loss for the six month period ended July 5, 1998 decreased $1.1 million from $1.9 million for the six month period ended July 5, 1998 to $.8 million. The increase was due primarily to the after-tax effect of higher operating profit attributable to increased revenue described above offset by higher interest and other expense. 9 Liquidity and Capital Resources Since the issuance of the Company's Senior Notes on June 16, 1997, the Company's primary sources of liquidity have been existing cash balances and the New Revolving Credit Facility. The New Revolving Credit Facility provides additional lines of credit up to $20 million. As of July 5, 1998, the New Revolving Credit Facility had outstanding advances of $15,650 in addition to standby letters of credit in the amount of $3.9 million. The Company accounts for the Asset Backed Certificate ("Certificate") issued in connection with the Company's accounts receivable securitization facility as a sale for financial reporting purposes (see Annual Report, Part IV, Note 5). In January of 1998, the Company amended the related Receivables Contribution and Purchase Agreement and the Pooling and Servicing Agreement to increase the Certificate amount to$33 million from $28 million. The Company used the entire amount of the increase in the first quarter. During the six month period ended July 5, 1998, cash provided by operating activities was $1.3 million versus cash used in operating activities of $3.5 million in the six month period ended June 29, 1997. Cash used in investing activities was $13.2 million and $10.2 million for the six month periods in 1998 and 1997, respectively. Cash from financing activities was $11.9 million for the first six months of 1998 versus $22.7 million in the first six months of 1997. The decrease in cash from financing was a result of lower debt proceeds in 1998 versus 1997 related to the issuance of the Company's Senior Notes in 1997 offset by higher financing needs related to investing activities in 1998 versus 1997. Consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") increased $.9 million from $6.9 million for the three month period ended June 29, 1997 to $7.8 million for the three month period ended July 5, 1998. EBITDA increased $4.9 million from $10.9 million for the six month period ended June 29, 1997 to $15.8 million for the six month period ended July 5, 1998. EBITDA margin, defined as EBITDA divided by revenue, was 8.6% for both the three month period ended July 5, 1998 and the three month period ended June 29, 1997. EBITDA margin was 8.7% for the six month period ended July 5, 1998 versus 7.0% for the six month period June 29, 1997. The Company expects that available cash balances, cash flows from operations and available borrowings under the revolving credit facility will be sufficient to fund the Company's working capital, debt service and capital and environmental expenditure requirements for the foreseeable future. As discussed in Note 4 of Notes to Condensed Consolidated Financial Statements, the Company has entered into an Agreement and Plan of Merger with a subsidiary of MTL, Inc. pursuant to which all of the outstanding Common Stock of the Company will be converted into the right to receive cash and stock of MTL, Inc. See Note 4 of Notes to Condensed Consolidated Financial Statements. 10 PART II OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds On June 22, 1998, the Company and the holder of all of the issued and outstanding shares of the Company's Series B Cumulative Convertible Preferred Stock entered into an agreement pursuant to which, immediately prior to the effective time of the Merger, the preferred stock will automatically convert into and be exchanged for 30,200 shares of the Company's Common Stock. In connection with the conversion and exchange, the Company will also pay to the holder an amount equal to all accrued and unpaid dividends on the preferred stock. The foregoing sale of securities did not involve underwriters and was exempt from registration under the Securities Act of 1933, as amended, by virtue of the exemptions provided Section 3(a)(9) or 4(2) thereof for, respectively, (i) exchanges of securities and (ii) transactions not involving any public offering, as the securities were sold to a person who had a preexisting business relationship with the Company and who purchased for investment without a view to further distribution. Item 4. Submission of Matters to a Vote of Security Holders On or about June 12, 1998, the Company's shareholders acted by unanimous written consent to adopt resolutions authorizing the Company to enter into the Merger and to carry out the related transactions contemplated by the CLC Merger Agreement. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. 27 Financial Data Schedule (Article V) (b) Reports on Form 8-K In a Form 8-K dated June 24, 1998, the Company reported an Agreement and Plan of Merger had been signed wherein Palestra Acquisition Corp.("Palestra"), an affiliate of MTL, Inc. ("MTL") will acquire all of the outstanding shares of common stock of the Company through the merger of Palestra with and into the Company, which thereby will become a wholly-owned subsidiary of MTL. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CHEMICAL LEAMAN CORPORATION Date: August 10, 1998 By: /s/ David R. Hamilton -------------------------- David R. Hamilton Chairman, Chief Executive Officer and President Date: August 10, 1998 By: /s/ David M. Boucher ------------------------- David M. Boucher Senior Vice President, Chief Financial Officer and Secretary EX-27 2 FDS
5 1000 3-MOS DEC-31-1997 APR-6-1998 JUL-5-1998 2639 0 20018 1122 0 33116 250707 138769 178621 31090 0 5318 0 2677 (673) 178621 92474 92474 0 89628 408 0 3141 (835) (292) 0 0 0 0 (543) 0 0
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