-----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, VuPf8WuMwGAlqAzDKiLRBNJwzS85mRIKGQ1FEtYO8pWrEr9BQ+WdcdEHEatOjycd EOYFwH2/160j+LDWKcI24g== 0000921749-96-000033.txt : 19960314 0000921749-96-000033.hdr.sgml : 19960314 ACCESSION NUMBER: 0000921749-96-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960313 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960313 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLSTEN CORP CENTRAL INDEX KEY: 0000074386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 132610512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08279 FILM NUMBER: 96534186 BUSINESS ADDRESS: STREET 1: 175 BROAD HOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 516-844-78 MAIL ADDRESS: STREET 1: 175 BROAD HOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed pursuant to Section 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 March 13, 1996 (March 30, 1995) - -------------------------------------------------------------- Date of Report (Date of earliest event reported) OLSTEN CORPORATION - -------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware - -------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-3532 - -------------------------------------------------------------- (Commission File Number) 13-2610512 - -------------------------------------------------------------- (IRS Employer Identification No.) 175 Broad Hollow Road Melville, New York 11747-8905 - -------------------------------------------------------------- (Address of principal executive officers) (516) 844-7800 - -------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS - ------ ------------ The Company reports the following transactions: 1. In March 1995, the Company acquired a 50.1 percent interest in Norsk Personal A.S. for $24.8 million in cash. 2. In June 1995, the Company completed the acquisition of Americare for $7.7 million in cash. 3. In August 1995, the Company acquired P.J. Ward Associates, Ltd. for $3.7 million in cash. 4. In September 1995, the Company acquired a 65 percent interest in Ready Office, S.A. for $2.7 million in cash. 5. In September 1995, the Company completed a single transaction involving the purchase of Nurse's House Call, the home health care business of Hooper Holmes, Inc., for $72.6 million, and the sale of the stock of its wholly-owned subsidiary, ASB Meditest, for $40.6 million. The difference in value was settled for $32 million in cash. 6. In November 1995, the Company acquired certain operations of the CareOne Group for $22.4 million in cash. 7. In January 1996, the Company purchased OFFiS Unternehmen fur Zeitarbeit GmbH & Co. KG (OFFiS) for $47.5 million in cash. 8. In January 1996, the Company purchased Kontorsjouren AB for $7 million in cash. 9. In January 1996, the Company purchased 271933 Alberta, Ltd. for $1.3 million in cash. 10. In February 1996, the Company purchased Top Notch Temporary Services, Inc. and MultiForce Temporary Services, Inc. for $5.5 million in cash plus net assets acquired of approximately $4 million. 11. In February 1996, the Company purchased PartnersFirst Management, Inc. for $10.7 million in cash. 12. In March 1996, the Company agreed to acquire ARMS, Inc. for $15 million in cash. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------ --------------------------------- (b) Pro Forma Financial Information UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME (In thousands, except share amounts) The following unaudited Pro Forma Consolidated Balance Sheet as of December 31, 1995 consolidates the historical Balance Sheet of the Company, and the 1996 acquisitions summarized in Note 2 as if the acquisitions closed on December 31, 1995. The unaudited Pro Forma Consolidated Statement of Income for the year ended December 31, 1995 consolidates the historical statement of income of the Company, and the acquisitions summarized in Note 2 as if the acquisitions closed on January 2, 1995. Historical results of the Company have been previously restated to combine the operations of Olsten and IMI Systems, Inc., pursuant to the acquisition on August 2, 1995, which was accounted for as a pooling of interests. The unaudited Pro Forma Consolidated Balance Sheet and Statement of Income should be read in conjunction with the historical financial statements and related notes thereto of the Company that have been audited and which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. In the opinion of management, all adjustments necessary to reflect the acquisitions have been made. The unaudited Pro Forma Consolidated Balance Sheet and Statement of Income are not necessarily indicative of what the actual financial results would have been had the transactions occurred at the dates indicated and do not purport to indicate the financial results of future periods.
Unaudited Pro Forma Consolidated Balance Sheet (In thousands) As of December 31, 1995 Olsten Pro Forma Historical Acquisitions Consolidated ---------- ------------ ------------ (2) ASSETS Current assets Cash $40,049 ($4,772) $35,277 Receivables, net 430,919 31,697 462,616 Prepaid expenses and other current assets 37,935 3,687 41,622 -------- ------- ------- Total current assets 508,903 30,612 539,515 Fixed assets, net 92,879 6,597 99,476 Intangibles, net 283,089 73,309 356,398 Other assets 7,047 406 7,453 -------- ------- ------- $891,918 $110,924 $1,002,842 -------- -------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accrued expenses $72,202 $19,121 $91,323 Payroll and related taxes 49,434 11,998 61,432 Insurance costs 34,948 1,053 36,001 Accounts payable 24,391 858 25,249 -------- ------- ------- Total current liabilities 180,975 33,030 214,005 Long-term debt 180,780 77,536 258,316 Other liabilities 58,118 358 58,476 Shareholders' equity (7) Common stock 5,043 - 5,043 Class B common stock 1,391 - 1,391 Additional paid-in capital 238,645 - 238,645 Retained earnings 228,721 - 228,721 Cumulative trans- lation adjustment (1,755) - (1,755) -------- ------- -------- Total shareholders' equity 472,045 - 472,045 -------- ------- ------- $891,918 $110,924 $1,002,842 -------- -------- ---------- Unaudited Pro Forma Consolidated Statement of Income (In thousands, except share amounts) Year ended December 31, 1995 Olsten Pro Forma Historical Acquisitions* Adjustments Consolidated ----------- ------------- ----------- ------------- (1) (2) Service sales, franchise fees, management fees and other income $2,518,875 $289,729 - $2,808,604 Cost of services sold 1,757,319 228,091 - 1,985,410 ---------- ------- ------ --------- Gross profit 761,556 61,638 - 823,194 Selling, general and administra- tive expenses 600,607 48,671 ($4,500)(3) 649,465 4,687 (4) Interest expense, net 4,761 205 9,087 (5) 14,053 ----- --- ------ ------ Income before income taxes and minority interests 156,188 12,762 (9,274) 159,676 Income taxes 64,568 5,986 (3,849)(6) 66,705 ------ ----- ------ ------ Net income before minority interests 91,620 6,776 (5,425) 92,971 Minority interests 1,151 717 - 1,868 ----- --- ------ ----- Net income $90,469 $6,059 ($5,425) $91,103 ------- ------ ------ ------ Per share (primary)(7): Net income $1.39 $1.40 ----- ---- Average shares 65,108 65,108 ------ ------ Per share (fully diluted)(7): Net income $1.33 $1.34 ---- ---- Average shares 70,704 70,704 ------ ------ *Net of operating results of ASB Meditest.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME (1) The historical amounts for the year ended December 31, 1995 include the results of operations of the acquired businesses from their respective dates of acquisition. (2) The following acquisitions have been accounted for under the purchase method of accounting: In March 1995, the Company acquired a 50.1 percent interest in Norsk Personal A.S. for $24.8 million in cash. Norsk Personal is Norway's second largest staffing services company. In June 1995, the Company completed the acquisition of Americare for $7.7 million in cash, which provides home nursing, infusion therapy and medical equipment. In August 1995, the Company purchased P.J. Ward Associates, Ltd., a Toronto-based leader in Canadian information technology services, for $3.7 million in cash. In September 1995, the Company acquired a 65 percent interest in Ready Office, S.A., Argentina's oldest and largest independent staffing services company, for $2.7 million in cash. In September 1995, the Company completed a single transaction involving the purchase of Nurse's House Call, the home health care business of Hooper Holmes, Inc., for $72.6 million and the sale of the stock of its wholly-owned subsidiary, ASB Meditest, which provides mobile diagnostic, paramedical and occupational health services, for $40.6 million. The difference in value was settled for $32 million in cash. In November 1995, the Company acquired certain operations of the CareOne Group for $22.4 million in cash. In January 1996, the Company purchased OFFiS Unternehmen fur Zeitarbeit GmbH & Co. KG (OFFiS), Germany's third-largest staffing services company, for $47.5 million in cash. In January 1996, the Company acquired Kontorsjouren AB, Sweden's third- largest staffing services company, for $7 million in cash. In January 1996, the Company purchased 271933 Alberta Ltd., a Canadian provider of home health care, for $1.3 in cash. In February 1996, the Company purchased Top Notch Temporary Services, Inc. and MultiForce Temporary Services, Inc., comprising the largest privately held staffing operation in the Commonwealth of Puerto Rico, for $5.5 million in cash plus net assets acquired of approximately $4 million. In February 1996, the Company purchased PartnersFirst Management Inc., a hospital based home health agency, for $10.7 million in cash. In March 1996, the Company agreed to acquire ARMS, Inc., an information technology services company, for $15 million in cash. (3) Reflects the elimination of certain corporate overhead expenses previously allocated to Nurse's House Call, which will not have a continuing impact on the consolidated entity. (4) Represents amortization of excess purchase price of $148 million over net book value of assets acquired, which is being amortized over lives ranging from 10 to 40 years, on a straight-line basis. (5) Represents the sum of eliminating interest income associated with $85 million in cash paid for certain of the acquisitions and interest expense on debt associated with financing the remaining $99 million in acquisitions. (6) The adjustment to income taxes is based on income before income taxes and minority interests using the applicable income tax rate. (7) The per share information has been retroactively restated for the three- for-two stock split declared on February 16, 1996. 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. OLSTEN CORPORATION (REGISTRANT) Date: March 13, 1996 By: /s/ Laurin L. Laderoute, Jr. Laurin L. Laderoute, Jr. Vice President -----END PRIVACY-ENHANCED MESSAGE-----