-----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, CMNNEnRz8lDjBaouLPRxenPO5+Z7uE2eV6WHwKOfE0J7ekdaUyzyP4+5ok/dIx6h GpxcRvnxia80v+GeAxvxzg== 0000795986-97-000016.txt : 19970610 0000795986-97-000016.hdr.sgml : 19970610 ACCESSION NUMBER: 0000795986-97-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970326 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970609 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09786 FILM NUMBER: 97621020 BUSINESS ADDRESS: STREET 1: 1275 HAMMERWOOD AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02254 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------------------- AMENDMENT NO. 1 ON FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 1997 ________________________________________ THERMO INSTRUMENT SYSTEMS INC. (Exact name of Registrant as specified in its charter) Delaware 1-9786 04-2925809 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 1275 Hammerwood Avenue Sunnyvale, California 94089 (Address of principal executive offices) (Zip Code) (617) 622-1000 (Registrant's telephone number including area code) PAGE FORM 8-K/A Item 2. Acquisition or Disposition of Assets On March 26, 1997, Thermo Instrument Systems Inc. (the "Company") acquired 166,557,897 shares (or approximately 95%) of Life Sciences International PLC ("Life Sciences"), a London Stock Exchange-listed company, for 135 pence per share (approximately $2.15 per share, or an aggregate of approximately $362.7 million, including related expenses) in completion of the Company's offer to acquire all of the outstanding shares of Life Sciences. The Company became unconditionally obligated to acquire these shares on March 12, 1997, after the Company declared the offer unconditional in all respects. The Company expects to acquire the Life Sciences shares that remain outstanding for 135 pence per share pursuant to the compulsory acquisition rules applicable to United Kingdom companies. In addition, in April and June 1997 the Company repaid approximately $105 million of Life Sciences' debt. To partially finance the acquisition of Life Sciences, the Company borrowed $210.0 million from Thermo Electron Corporation ("Thermo Electron"), the Company's parent corporation, pursuant to a promissory note due March 1999, and bearing interest at the Commercial Paper Composite Rate plus 25 basis points, set at the beginning of each quarter. The Company has no present intention to use the plant, equipment, or other physical property acquired for purposes materially different from the purposes for which such assets were used prior to the acquisition. The Company will review the businesses of Life Sciences and their assets, corporate structure, capitalization, operations, properties, policies, management and personnel. The Company may develop plans or proposals, including mergers, transfers of a material amount of assets or other transactions or changes relating to the acquired businesses. Any such transaction might involve Thermo Electron or another subsidiary of Thermo Electron or the Company. 2PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (a) Financial Statements of Business Acquired Attached hereto. 3PAGE LIFE SCIENCES INTERNATIONAL PLC (registered no. 1417123) REPORT AND ACCOUNTS for the year ended 31st December 1996 PAGE REPORT OF THE AUDITORS' TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF LIFE SCIENCES INTERNATIONAL PLC We have audited the accompanying consolidated balance sheet of Life Sciences International PLC and subsidiaries as at 31 December 1996, and the related consolidated profit and loss account and cash flow statement for the year ended 31 December 1996. These consolidated financial statements are the responsibility of the management of Life Sciences International PLC. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United Kingdom and in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Life Sciences International PLC and its subsidiaries at 31 December 1996, and the results of their operations and their cash flows for the year ended 31 December 1996, in conformity with generally accepted accounting principles in the United Kingdom. KPMG Audit Plc London, England 10 February 1997 2PAGE GROUP PROFIT AND LOSS ACCOUNT for the year ended 31 December (In thousands of British pounds sterling) 1996 ----------------------------------------- Exceptional Other restructuring exceptional costs items Total ------------------------------------------------------------------------ Note ------------------------------------------------------------------------ Sales 2 229,973 - - 229,973 Cost of Sales 3 (139,357) - - (139,357) -------- ------ ------- -------- Gross profit 90,616 - - 90,616 Distribution costs 3 (40,787) - - (40,787) Administrative expenses 3 (19,277) (7,002) - (26,279) -------- ------ ------- -------- Operating profit 3 30,552 (7,002) - 23,550 Net interest receivable/(payable) and other similar items 5 (3,353) - 3,693 340 -------- ------ ------- -------- Profit on ordinary activities before taxation 2 27,199 (7,002) 3,693 23,890 Taxation 6 (9,512) 1,807 (1,073) (8,778) -------- ------ ------- -------- Profit on ordinary activities after taxation 17,687 (5,195) 2,620 15,112 Dividends 8 (8,032) (8,032) -------- ------ ------- -------- Retained profit for the year 20 9,655 (5,195) 2,620 7,080 ======== ====== ======= ======== Earnings per share - basic 9 10.1p (2.9p) 1.5p 8.7p - fully diluted 9 10.0p (2.8p) 1.4p 8.6p Dividend per share 8 4.6p The group made no material acquisitions nor discontinued any operations within the meaning of Financial Reporting Standard 3 during 1996. Therefore turnover and operating profit derive entirely from continuing operations. 3PAGE GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES (In thousands of British pounds sterling) Note 1996 ------------------------------------------------------------------------ Profit on ordinary activities after taxation 15,112 Unrealised currency retranslation 18 (5,987) ------ Total recognised gains and losses relating to the year 9,125 ====== There is no material difference between the group results as reported and on a historical cost basis. Accordingly, no note of historical cost profit and losses has been prepared. The notes on pages 10 to 29 form part of these accounts. 4PAGE BALANCE SHEETS at 31 December (In thousands of British pounds sterling) Group Company Note 1996 1996 ------------------------------------------------------------------------ Fixed assets Intangible assets 10 351 - Tangible assets 11 37,072 25 Investments 12 - 139,266 ------- ------- 37,423 139,291 ------- ------- Current assets Stock 13 39,641 - Debtors 14 51,103 18,345 Cash at bank and in hand 36,702 13,209 ------- ------- 127,446 31,554 ------- ------- Current liabilities Creditors: amounts falling due within one year 15 (45,702) (11,740) ------- ------- Net current assets 81,744 19,814 ------- ------- Total assets less current liabilities 119,167 159,105 ------- ------- Creditors: amounts falling due after more than one year 16 (64,374) (61,357) Provisions for liabilities and charges 17 (7,002) - ------- ------- Net assets 47,791 97,748 ======= ======= Capital and reserves Called up share capital 19 17,471 17,471 Share premium account 20 47,950 47,950 Other reserves 20 (85,100) 29,630 Profit and loss account 20 67,470 2,697 ------- ------- Shareholders' funds - all equity 47,791 97,748 ======= ======= Approved by the Board on 10 February 1997 and signed on its behalf by: Sir Christopher Bland Directors C.P. Triniman The notes on pages 10 to 29 form part of these accounts. 5PAGE GROUP CASH FLOW STATEMENT for the year ended 31 December (In thousands of British pounds sterling) Note 1996 ------------------------------------------------------------------------ Net cash inflow from operating activities A 31,647 Returns on investments and servicing of finance: Interest received 1,574 Proceeds on liquidation of foreign exchange contracts 3,693 Interest paid (4,764) Dividends paid (7,515) ------ Net cash outflow from returns on investments and servicing of finance (7,012) ------ Taxation 24,635 Tax paid - UK corporation tax (2,680) - Overseas taxation (4,969) ------ Total tax paid (7,649) Investing activities: Purchase of subsidiary undertakings B (31) Sale of subsidiary undertaking G 190 Expenditure on land and buildings (1,334) Purchases of fixed assets A (6,435) Receipts from disposal of fixed assets A 31 ------ Net cash outflow from investing activities (7,579) ------ Net cash inflow/(outflow) before financing 9,407 Financing: Issue of ordinary share capital F 97 Expenses paid in connection with share issues F (18) (Decrease)/increase in loans due after three months F (140) Capital element of finance lease rental payments (11) Decrease in cash deposits maturing after three months E - ------ Net cash (outflow)/inflow from financing (72) ------ Increase in cash and cash equivalents D 9,335 ====== The notes on pages 10 to 29 from part of these accounts. 6PAGE NOTES TO THE GROUP CASH FLOW STATEMENT A Reconciliation of Operating profit to net cash inflow from operating activities (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Operating profit 23,550 Depreciation charges 6,019 Loss on sale of tangible fixed assets 168 Profit on disposal of subsidiary undertaking (169) Increase in stocks (2,208) Decrease/(increase) in debtors (2,044) Increase in creditors & provisions 6,331 ------ 2,079 ------ Net cash inflow from operating activities 31,647 Purchase of fixed assets (net) (6,404) ------ Operating cash flow 25,243 ====== Operating cash flow as a percentage of operating profit 107% Operating cash flow is cash generated from operations after managing working capital and replacing and investing in fixed assets other than land and buildings. B Purchase of subsidiary undertakings (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Net assets acquired Goodwill 368 Tangible fixed assets 70 Stocks 97 Debtors 9 Creditors (102) Cash 16 ---- 458 ==== Satisfied by Cash (47) Prior investment previously held as current asset (411) ---- (458) ==== 7PAGE NOTES TO THE GROUP CASH FLOW STATEMENT C Analysis of net outflow of cash and cash equivalents in respect of the purchase of subsidiary undertakings (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Cash consideration (note B) (47) Cash of acquired subsidiary undertaking 16 Deferred consideration paid in respect of prior years acquisitions - ---- Net outflow of cash and cash equivalents in respect of the purchase of subsidiaries (31) ==== D Analysis of changes in cash and cash equivalents during the year (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Balance at 1 January 29,656 Net cash inflow before adjustments for the effect of foreign exchange rate changes 9,335 Effect of foreign exchange rate changes (2,416) ------ Balance at 31 December 36,575 ====== E Analysis of balances of cash and cash equivalents as shown in the balance sheet (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Cash at bank and in hand 36,702 Bank loans and overdrafts due within three months (127) ------ 36,575 ====== F Analysis of change in financing during the year (In thousands of British pounds sterling) Loans due after more Share Share than three capital premium months ------------------------------------------------------------------------ Balance at 1 January 1996 17,444 47,898 70,884 Adjustment in respect of scrip alternative 15 (15) - Cash inflow/(outflow) from financing (net of expenses) 12 67 (140) Effect of foreign exchange rate changes - - (6,890) ------ ------ ------ Balance at 31 December 1996 17,471 47,950 63,854 ====== ====== ====== 8PAGE NOTES TO THE GROUP CASH FLOW STATEMENT G Sale of subsidiary undertaking (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Net assets sold Discount (taken at time of acquisition) (166) Tangible fixed assets 249 Stocks - Debtors 14 Creditors (76) Cash - Profit on disposal 169 ------ 190 ====== Satisfied by Cash 190 ====== 9PAGE NOTES TO THE ACCOUNTS 1 Accounting policies (a) Basis of preparation and consolidation (i) The accounts have been prepared under the historical cost convention and in accordance with applicable accounting standards. (ii) The consolidated accounts comprise the accounts of the Company and its subsidiaries made up to 31st December. (iii)Where subsidiaries are purchased or sold, their results are included from or up to the effective date of acquisition or disposal respectively. (iv) Goodwill arising on the acquisition of subsidiaries is written off directly against reserves. Goodwill, being the excess of purchase consideration over fair value of net tangible assets acquired, is calculated after taking account of any deferred consideration payable, as estimated by the directors. (b) Sales Sales are those to third parties, net of trade discounts, VAT and similar overseas sales taxes. (c) Stock Stock is stated at the lower of cost and estimated net realisable value to the Group. Cost comprises purchase price of materials, direct labour costs and an appropriate proportion of overheads. (d) Depreciation No depreciation is provided on freehold land. Leasehold expenditure is amortised so as to write off such expenditure on a straight-line basis over the life of the relevant lease or 65 years, whichever is the shorter. Depreciation of other fixed assets is provided at various rates on a straight-line basis on cost or subsequent valuation in order to write off the assets over their useful lives, estimated to be between 3 and 15 years. (e) Research and development expenditure Research and development expenditure is not capitalised but charged against profit and loss account as it is incurred. (f) Foreign currencies Assets and liabilities in foreign currencies are translated at the rates of exchange ruling at each year end. Overseas subsidiaries' profit and loss accounts are translated at average rates for the year. Exchange differences arising from the retranslation at the closing rate of the opening net investment in overseas subsidiaries and the profit and loss account for the year are shown as a movement on capital reserve. 10PAGE NOTES TO THE ACCOUNTS 1 Accounting policies (cont.) (g) Deferred taxation Provision is made for taxation deferred in respect of timing differences where, in the opinion of the directors, such timing differences are likely to reverse in the foreseeable future. (h) Leased assets Assets obtained under hire purchase contracts and finance leases are capitalised and depreciated over their useful lives. The interest element of the rentals is charged to profit and loss account over the period of the contract. Rentals paid under operating leases are charged to income as incurred. (i) Pension benefits The Group operates a number of pension schemes throughout the world, both defined benefit and defined contribution schemes. The assets of these schemes are not included in the consolidated accounts. Contributions paid to defined benefit schemes operated by the Group are based upon the recommendations of qualified actuaries and have been charged against profits on a systematic basis over the expected remaining service lives of participating employees. Independent actuarial valuations of defined benefit schemes are made at least every three years. Contributions paid to defined contribution schemes are charged to the profit and loss account in the period in which they arise. (j) Scrip dividends The amounts of dividends taken as shares instead of in cash pursuant to scrip dividend offers are added back to reserves. The nominal value of shares issued pursuant to such offers is funded out of the share premium account. 2 Segmental information The Group operates in one business segment, being the manufacture and supply of scientific equipment and consumables. Within this business segment the Group identifies four distinct market sub-sets and has organised itself as four corresponding groups: Laboratory Products; Clinical Products; BioSystems Products; and Industrial Products. A broad analysis of sales by each group is as follows: (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Turnover - by product Group Laboratory Products Group 91,889 Clinical Products Group 45,276 BioSystems Group 52,131 Industrial Products Group 40,677 ------- 229,973 ======= 11PAGE NOTES TO THE ACCOUNTS 2 Segmental information (cont.) The geographical analysis of sales, profits before tax and net assets is as follows: Turnover (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ (a) By location of customer United Kingdom 15,690 Finland 3,542 Rest of Europe 50,361 USA 117,655 Canada 3,982 Far East and Australasia 27,099 South America, Africa and Middle East 11,644 ------- 229,973 ======= Profits before Turnover tax (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ (b) By manufacturing source: United Kingdom 43,802 4,289 Finland 32,421 4,083 USA 153,750 22,970 ------- ------- 229,973 31,342 ------- ------- Other net charges and financing costs/income (7,452) ------- Profit on ordinary activities before taxation 23,890 ======= Geographical analysis of net assets (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ United Kingdom 10,048 Finland 20,688 USA 56,933 Other (5,599) Restructuring provision (7,000) ------- 75,070 Net financial liabilities (27,279) ------- Total net assets 47,791 ======= 12PAGE NOTES TO THE ACCOUNTS 3 Operating profit Operating profit is stated after charging the following amounts relating to acquisitions: cost of sales 53,000 British pounds sterling, distribution costs 11,000 British pounds sterling and administrative expenses 23,000 British pounds sterling. Trading profit is also stated after charging the following: (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Depreciation 6,019 Net loss on sale of fixed assets 168 Profit on disposal of subsidiary undertaking (169) Operating lease rentals 1,802 Research and development 13,085 Auditors' remuneration - for audit work 328 - other services 49 Hire of plant and machinery 1,294 In addition to the sums stated above a further nil British pounds sterling was paid to the Group's auditors in respect of acquisition advisory work undertaken during the period. 4 Directors and employees (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ (a) Staff costs during the year (all employees): Wages and salaries 63,791 Social security costs 7,362 Other pension costs (see note 23) 2,804 ------- 73,957 ======= 1996 ------------------------------------------------------------------------ (b) The weighted average weekly number of persons employed during the year: By function: Manufacturing operations 1,863 Selling and distribution 608 Managerial and administration 325 ------- 2,796 ======= 13PAGE NOTES TO THE ACCOUNTS 4 Directors and employees (cont.) 1996 ------------------------------------------------------------------------ By group: Laboratory Products Group 994 Clinical Products Group 538 BioSystems Group 603 Industrial Products Group 646 Corporate 15 ----- 2,796 ===== (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ (c) Directors' remuneration Fees 78 Other emoluments - salaries 631 - pension contributions 3 - performance related bonuses* 164 - benefits in kind 27 ----- 903 ===== * Bonuses are paid to executive directors, other than the Chairman, based principally on the achievement of pre-defined group or divisional financial targets as appropriate. The Chairman's bonus arrangements are described in the Directors' Report. (d) The following number of directors had emoluments for the year (excluding pension contributions) within the bands stated: 1996 ------------------------------------------------------------------------ British pounds sterling ----------------------- 10,001 to 15,000 3 25,001 to 30,000 - 30,001 to 35,000 1 45,001 to 50,000 - 90,001 to 95,000 1 105,001 to 110,000 - 125,001 to 130,000 1 130,001 to 135,000 1 155,001 to 160,000 - 180,001 to 185,000 - 190,001 to 195,000 1 280,001 to 285,000 1 14PAGE NOTES TO THE ACCOUNTS 4 Directors and employees (cont.) Salary & Annual 1996 (In British pounds sterling) fees bonus Benefits Total ------------------------------------------------------------------------ Chairman Sir Christopher Bland 32,500 - - 32,500 Executive: R Pigliucci 194,275 89,172 - 283,447 AC Bebbington 116,456 13,607 - 130,063 SJ Constantine 100,000 18,315 8,077 126,392 JO Jacobson 150,759 30,147 10,429 191,335 CP Triniman 70,000 12,688 8,544 91,232 Non-Executive Professor Sir Colin Dollery 15,000 - - 15,000 Dr KD Noonan 15,000 - - 15,000 CD Stewart-Smith 15,000 - - 15,000 The figures set out above relate only to the period of each Director's membership of the Board. Directors were members of the Board throughout the year except R. Pigliucci who was appointed on 1 March 1996. Benefits include car expenses and medical insurance. In 1996 the Company accepted a charge of 12,500 British pounds sterling from NFC plc, of which Sir Christopher Bland is Chairman, being the assessed proportion of office support costs incurred in the ordinary course of business by NFC plc on behalf of the Company. No pension contributions were paid in the year in respect of either the Chairman or highest paid UK Director. 5 Interest and similar items (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Interest payable On bank loans and overdrafts (4,632) On other loans (241) ------ (4,873) Deposit interest receivable 1,520 Other interest receivable* - ------ Net interest payable (3,353) ------ Profit on liquidation of foreign exchange contracts relating to future periods 3,693 ------ Net interest receivable/(payable) and similar items 340 ====== * Other interest relates to interest received on late payment of trade debtors. 15PAGE NOTES TO THE ACCOUNTS 6 Taxation (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ The amount charged for the year is made up as follows: UK corporation tax at 33% (1995: 33%) (3,762) UK corporation tax adjustment of prior year accrual 984 Overseas tax (7,403) Deferred tax 1,403 ------ (8,778) ====== Included within the above tax charge of 8.8 million British pounds sterling, is a deferred tax credit of 1.8 million British pounds sterling in respect of exceptional items. The Group's effective tax rate for the year ended 31 December 1996 is 37%, the increase is due to timing differences on certain exceptional items for which no deferred tax asset is recognised. 7 Profit attributable to shareholders Profit for the year after tax dealt with in the accounts of Life Sciences International PLC was 6,936,000 British pounds sterling. As permitted by the Companies Act 1985 no separate profit and loss account is presented for the parent company. 8 Dividends (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ The following dividends have been paid or proposed: Ordinary shares: Interim, paid 8 November 1996: 1.6p (2,794) Proposed second interim dividend, in lieu of final, payable on a date to be decided: 3.0p (5,238) ------ (8,032) ====== In 1995, a full charge was made for the cost of the final dividend but the actual amounts paid were subsequently reduced by 62,000 British pounds sterling in respect of shareholder elections to receive shares in lieu of cash dividends. This amount together with similar savings of 102,000 British pounds sterling relating to the 1996 interim dividend have been shown as adjustments to reserves (see note 20) in accordance with the recommendations of the Accounting Standards Board. 9 Earnings per share Basic earnings per share of 8.7p are calculated on Group profit after taxation of 15,112,000 British pounds sterling and on 174,570,693 ordinary shares, being the weighted average number of shares in issue 16PAGE NOTES TO THE ACCOUNTS 9 Earnings per share (cont.) during the year. Fully diluted earnings per share of 8.6p assume the exercise of share options, and are based on a weighted average number of shares of 183,607,534. Additional information on earnings per share has been provided in order that the effects of exceptional items on reported earnings can be fully appreciated. 10 Intangible assets (In thousands of Accumulated British pounds sterling) Licences Amortisation Net ------------------------------------------------------------------------ At 1 January 1996 - - - Increases in year 351 - 351 Decreases in year - - - Exchange adjustments - - - ----- ----- ----- At 31 December 1996 351 - 351 ===== ===== ===== 17PAGE NOTES TO THE ACCOUNTS 11 Tangible assets Company Group Total (In thousands of Land Plant Fixtures fixtures British pounds and and and and sterling) buildings machinery fittings Total fittings ------------------------------------------------------------------------ (a) Cost: At 1 January 1996 24,443 23,790 10,582 58,815 137 Additions arising from acquisitions - 29 41 70 - Other additions 1,334 4,355 1,729 7,418 16 Disposals (444) (830) (552) (1,826) (34) Currency retranslation (2,392) (2,622) (825) (5,839) - ------ ------- ------ ------- ----- At 31 December 1996 22,941 24,722 10,975 58,638 119 ------ ------- ------ ------- ----- Depreciation: At 1 January 1996 (3,538) (9,858) (5,578) (18,974) (115) Charged in year (987) (3,241) (1,791) (6,019) (13) Disposals 113 769 509 1,391 34 Currency retranslation 439 1,126 471 2,036 - ------ ------- ------ ------- ----- At 31 December 1996 (3,973) (11,204) (6,389) (21,566) (94) ------ ------- ------ ------- ----- Net book value: At 31 December 1996 18,968 13,518 4,586 37,072 25 ====== ======= ====== ======= ===== Included above are assets acquired under finance leases in respect of which, at 31 December 1996 the net book value was 144,000 British pounds sterling after charging 58,000 British pounds sterling depreciation for the year. (b) Land and buildings shown in (a) above comprise: (In thousands of Short British pounds sterling) Freehold leasehold Total ------------------------------------------------------------------------ Cost 21,080 2,370 23,450 Depreciation (3,880) (601) (4,481) ------ ------ ------ Net book value: At 31 December 1996 17,200 1,769 18,969 ====== ====== ====== Included above is 2,623,000 British pounds sterling in respect of land on which no depreciation has been charged. 18PAGE NOTES TO THE ACCOUNTS 11 Tangible assets (cont.) Future capital expenditure not provided in the accounts Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ Authorised at 31 December Contracted 290 125 Not contracted 114 - 12 Investments Company Investments in subsidiary undertakings (see note 26) (In thousands of Shares British pounds sterling) at cost Loans Provision Net ------------------------------------------------------------------------ At 1 January 1996 16,261 136,885 (3,463) 149,683 Increases in year - - - - Decreases in year (117) (3,110) - (3,227) Exchange adjustments - (7,190) - (7,190) ------- ------- ------- ------- At 31 December 1996 16,144 126,585 (3,463) 139,266 ======= ======= ======= ======= 13 Stock Group (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ Raw materials 16,127 Work in progress 4,670 Finished goods 18,844 ------- 39,641 ======= 19PAGE NOTES TO THE ACCOUNTS 14 Debtors Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ Amounts falling due within one year Trade debtors 41,886 - Amounts owed by subsidiary undertakings - 14,472 Other debtors 2,793 1,902 Advance corporation tax recoverable 548 548 Overseas taxes recoverable - - Deferred tax recoverable (see note 17) 1,380 - Prepayments and accrued income 3,041 113 ------- ------- 49,648 17,035 ======= ======= Amounts falling due after more than one year Other debtors 145 - Advance corporation tax recoverable 1,310 1,310 ------- ------- 51,103 18,345 ======= ======= 15 Creditors: amounts falling due within one year Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ Bank loans and overdrafts (see note 16) (492) - Trade creditors (10,635) - Bills of exchange payable (6) - Amounts owed to subsidiary undertakings - (2,225) Advance corporation tax (1,985) (1,985) Corporation tax (2,343) (921) Overseas taxes (7,690) - Other creditors and social security (3,038) (92) Accruals and deferred income (14,247) (1,279) Proposed ordinary dividend (5,238) (5,238) Obligations under finance leases (28) - ------- ------- (45,702) (11,740) ======= ======= 20PAGE NOTES TO THE ACCOUNTS 16 Creditors: amounts falling due after more than one year Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ Bank loans and overdrafts Repayable: within one year (492) - between one and two years (493) - between two and five years (62,103) (61,357) in five years or more (893) - ------- ------- Total loans* (63,981) (61,357) Less: amounts repayable within one year (see note 15) 492 - ------- ------- (63,489) (61,357) Add: other amounts due after more than one year: obligations under finance leases (94) - other creditors and accruals (791) - ------- ------- (64,374) (61,357) ======= ======= *Being: +Secured (2,497) - Unsecured (61,484) (61,357) ------- ------- (63,981) (61,357) ======= ======= +These loans and overdrafts are secured by charges on the assets of certain companies. The above includes loans not wholly repayable within five years totalling: (893) - ------- ------- At a weighted average rate of interest of: 3.6% - ------- ------- 17 Provisions for liabilities and charges Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ Restructuring provision (see note below) (7,002) - Deferred taxation (see note below) - - ------- ------- (7,002) - ======= ======= The provision for restructuring costs in 1996 can be analysed as follows: Cost of redundancy, relocation, transition and re-engineering (4,316) Property provisions and asset write downs (2,411) Other (275) ------ (7,002) ====== 21PAGE NOTES TO THE ACCOUNTS 17 Provisions for liabilities and charges (cont.) The implementation of the restructuring initiatives is planned to take place over a period of time. Associated cash flows will be spread throughout that period dependent upon the degree of time and resource necessarily required to ensure a complete and successful transition. Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ The provision for deferred taxation relates to: Accelerated capital allowances and other timing differences 1,380 - Advance corporation tax available for offset - - ------- ------- 1,380 - ======= ======= No provision has been made for taxation that would arise in the event of certain subsidiaries distributing their reserves. 18 Reconciliation of movements in shareholders' funds Group Company (In thousands of British pounds sterling) 1996 1996 ------------------------------------------------------------------------ Profit on ordinary activities after taxation & before dividend income 15,112 3,686 Dividend receivable from Group undertaking - 3,250 Dividends payable (8,032) (8,032) ------- ------- Retained profit/(loss) for the year 7,080 (1,096) Other recognised gains and losses relating to the year* (5,987) (427) New share capital subscribed (net of expenses) 79 79 Goodwill written off (368) - Write back of discount on acquisition (166) - Adjustment in respect of scrip alternative 164 164 ------- ------- Net (reduction)/addition to shareholders' funds 802 (1,280) Opening shareholders' funds 46,989 99,028 ------- ------- Closing shareholders' funds 47,791 97,748 ======= ======= *This movement represents the retranslation of opening net assets and profits for the year denominated in foreign currencies to year end exchange rates from opening and average rates respectively. 22PAGE NOTES TO THE ACCOUNTS 19 Share capital (In thousands of British pounds sterling) 1996 ------------------------------------------------------------------------ (a) Authorised 230,412,400 ordinary shares of 10p each 23,041 26,237 8% cumulative convertible redeemable preference shares of 1 British pounds sterling each 26 ------- 23,067 ======= (b) Issued and fully paid 174,706,535 ordinary shares of 10p each 17,471 ======= (c) Allotments during the year During the year, ordinary shares of 10p each with an aggregate nominal value of 26,539 British pounds sterling were allotted as follows: (i) 152,207 shares were allotted pursuant to elections under scrip dividend offers; (ii)113,179 shares were allotted pursuant to the exercise of options under the Company's Share Option Schemes, for an aggregate consideration of 96,916 British pounds sterling. (d) Grants of options During the year, options over the Company's ordinary shares were granted as follows: (i) Over 1,106,540 shares under the 1990 Executive Share Option Scheme at a subscription price of 111p per share; (ii)Over 79,000 shares under the 1985 Executive Share Option Scheme at a subscription price of 111p per share. (e) Options outstanding At 31 December 1996 options granted under the Company's Share Option Schemes were outstanding as follows: Exercisable in Number of shares Subscription Normal 1996 Price circumstances ------------------------------------------------------------------------ 1990 Executive Share Option Scheme 6,096,359 From 86p to 155p From 1997 to 2006 1985 Executive Share Option Scheme 2,147,973 From 26.5p to 153p From 1997 to 2006 Savings Related Share Option Scheme 81,123 79.2p In 1997 1992 Sharesave Scheme 578,738 From 109.6p to 113.6p From 1997 to 2002 23PAGE NOTES TO THE ACCOUNTS 19 Share capital (cont.) (f) In 1994, performance criteria were introduced to the two Executive Share Option Schemes, whereby the exercise of options granted under the new arrangements will only be permitted to the extent that the Company's performance achieves specified rankings against the FT-Mid 250 index. The operation of the schemes is supervised by the Remuneration Committee of the Board. 20 Share premium account and reserves (In thousands Share Other reserves Profit of British pounds premium and loss sterling) account Capital Other* Total account ------------------------------------------------------------------------ Group Balances at 1 January 1996 47,898 (78,579) - (78,579) 60,226 Adjustment in respect of scrip alternative (see note 8) (15) - - - 164 Premium on share issues (net of expenses) 67 - - - - Goodwill written off on acquisition during the year - (368) - (368) - Discount written back on disposal of assets - (166) - (166) - Currency retranslation - (5,987) - (5,987) - Retained profit for year - - - - 7,080 ------- ------- ------- ------- ------- Balances at 31 December 1996 47,950 (85,100) - (85,100) 67,470 ======= ======= ======= ======== ======= Company Balances at 1 January 1996 47,898 6,108 23,949 30,057 3,629 Adjustment in respect of scrip alternative (see note 8) (15) - - - 164 Premium on share issues (net of expenses) 67 - - - - Currency retranslation - - - - - Realised exchange gain - - (427) (427) - Retained profit for year - - - - (1,096) ------- ------- ------- ------- ------- Balances at 31 December 1996 47,950 6,108 23,522 29,630 2,697 ======= ======= ======= ======= ======= * At Company level, this reserve also relates to the acquisition of Forma Scientific in 1987. 24PAGE NOTES TO THE ACCOUNTS 20 Share premium account and reserves (cont.) The goodwill written off to reserves in the year related to the acquisition of Lenpipette on 1 December 1996 as follows: (In thousands of British pounds sterling) Lenpipette ------------------------------------------------------------------------ Purchase consideration, including costs of acquisition+ (458) Book and fair value of net tangible assets acquired 90 -------- Goodwill acquired and written off (368) Write back of discount on acquisition taken on the acquisition of Frofastet Ab Fastigehts (166) Cumulative goodwill written off at 1 January 1996 (115,882) -------- Cumulative goodwill written off at 31 December 1996 (116,416) ======== + The acquisition of Lenpipette is not considered to be material in a group context and therefore no information on its pre or post acquisition results has been provided. 21 Directors' interests The directors who held office at the end of the financial year had the following interests in the shares of Group companies, inclusive of family interest or interests as trustees. All of these were beneficial and related to the shares of Life Sciences International PLC. Ordinary shares of 10p each ------------------------------------------------------------------------ At 31.12.96 Sir Christopher Bland 2,252,000 R. Pigliucci - A C Bebbington 822,000 S J Constantine 1,150,000 Professor Sir Colin Dollery 20,000 J O Jacobson 140,000 Dr K D Noonan 15,000 C D Stewart-Smith 40,000 C P Triniman 10,241 * At date of appointment. Details of options held are set out below. Options were granted to R. Pigliucci during the year as shown below; no options were exercised or lapsed during the year. 25PAGE NOTES TO THE ACCOUNTS 21 Directors' interests (cont.) Total dividends paid to directors during the period amounted to 195,596 British pounds sterling. In addition 241 shares were issued under the scrip alternative. Exercisable Exercise in normal At 31.12.96 Price circumstances ------------------------------------------------------------------------ R. Pigliucci 1990 Executive Share Option Scheme +540,540 111p 2000-2006 - granted 1st March 1996 A C Bebbington 1985 Executive Share Option Scheme 100,000 86p To 2000 1990 Executive Share Option Scheme +100,000 116p 1999-2005 S J Constantine 1985 Executive Share Option Scheme 152,663 68.8p To 1999 100,000 86p To 2000 +100,000 138p 1999-2005 J O Jacobson 1990 Executive Share Option Scheme 211,577 135p To 2001 60,000 125p To 2002 7,500 135p To 2002 68,702 155p To 2003 +100,000 138p 1999-2005 C P Triniman 1985 Executive Share Option Scheme 90,000 152p To 2002 30,000 150p To 2003 30,000 117p 1997-2004 + 75,000 116p 1999-2005 1992 Sharesave Scheme 3,558 109.6p 2001 + Subject to performance criteria relative to the FT-Mid 250 index. No options were exercised or lapsed during the year. The market price of the Company's ordinary shares at 31 December 1996 was 89p and the range during 1996 was 89p to 123p. All of the options granted to directors and other employees of the Group have been for no consideration. Other than as disclosed herein, no director had, during or at the end of the year to 31 December 1996, any material interest in any contract which is or was significant in relation to the business of the Company or of any of its subsidiaries. No changes to the above interests have been notified up to 7 February 1997. 26PAGE NOTES TO THE ACCOUNTS 22 Lease commitments Finance leases Operating leases -------------- --------------------- 1996 1996 (In thousands of Land and British pounds sterling) buildings Other ------------------------------------------------------------------------ Group At 31 December commitments under leases entered into were as follows: within one year 28 566 172 between one and five years 94 933 1,188 after five years - 1,048 - ----- ----- ----- 122 2,547 1,360 ===== ===== ===== Company At 31 December commitments under leases entered into were as follows: within one year - - 8 between one and five years - 47 24 after five years - - - ----- ----- ----- - 47 32 ===== ===== ===== For finance leases the amount shown is the total amount payable; for operating leases it is the amount due in the following year analysed as to when the commitment expires. 23 Pensions The Group operates a pension plan providing benefits based on final pensionable salary for the majority of its UK permanent employees. The assets of the Plan are held separately from those of the Company under trust. The pension cost has been determined in accordance with advice of a professionally qualified actuary; the most recent valuation for accounting purposes was as at 1 April 1995 using the attained age method. The assumptions which have the most significant effect on the results of the valuation are those relating to the overall rate of return on the investments, the rate of growth of dividends afforded by the plan's assets, and the rates of increase in pensionable salaries and pensions. It was assumed that the investment return would be 9% per annum, that dividends would grow at an average rate of 4.5% per annum, that the pensionable salary increases would average 8% per annum (inclusive of promotional increases) and that present and future pensions would increase, where appropriate, at 5% per annum. The actuarial valuation as at 1 April 1995 showed that the market value of the Plan's assets at that date amounted to 26,981,000 British pounds sterling and that the actuarial value of those assets represented 173% of the projected liabilities of the Plan in relation to service completed up to the valuation date. The surplus is being applied to abate the pension cost as a fixed monetary amount over 18 years, the average remaining service life of employees. Accordingly, there was no charge to the profit and loss account for the year ended 31 December 1996. 27PAGE NOTES TO THE ACCOUNTS 23 Pensions (cont.) The actuarial valuation used to determine the funding policy is identical except that it is based on a dividend growth rate assumption of 4.0% per annum. The most recent valuation for this purpose was at 1 April 1995. Contributions both from the Group and from employees have been suspended until further notice with a view to also maintaining the length of this period until 31 March 2000; although this will be subject to the results of the valuation due as at 1 April 1998. In the US, the Group operates a number of pension plans for its subsidiaries. Pension charges to the profit and loss account totalled 420,000 British pounds sterling in respect of a defined benefits plan and 1,220,000 British pounds sterling in respect of defined contribution plans. In Finland the Group does not operate a pension plan, but made contributions amounting to 1,079,000 British pounds sterling to the state pension scheme in accordance with Finnish legislation. 24 Contingent liabilities There are contingent liabilities in respect of: (i) bills discounted by certain Group companies in normal course of business; and (ii) guarantees given by the Company in normal course of business in respect of bank facilities and leases granted to Group companies. In addition, the Group is involved in various claims and legal proceedings of a nature considered typical to its business. Although the outcome of these claims and legal proceedings cannot be predicted with certainty, it is the opinion of the directors that it is unlikely that the ultimate outcome of any of these claims and legal proceedings will have a material adverse effect on the Group financial statements. The Group enters into forward exchange contracts and interest rate swap transactions to limit exposures to exchange and interest rate movements. 25 Post Balance Sheet Event Following discussions between Life Sciences and Thermo Instrument Systems Inc., a US based manufacturer of Scientific Instruments, Life Sciences received a proposal from Thermo Instrument Systems Inc. to combine their businesses, offering to acquire all of the issued share capital of Life Sciences at 1.35 British pounds sterling per ordinary 10p share. This offer has been recommended to shareholders by the Board of the Company. 28PAGE NOTES TO THE ACCOUNTS 26 Principal subsidiary undertakings A list of the Group's principal subsidiary undertakings with their countries of incorporation and operation is detailed below: England Anglia Scientific Instruments Ltd Denley Instruments Ltd Hybaid Limited Life Sciences International (Europe) Ltd Life Sciences International (UK) Ltd Finland Labsystems Oy France Life Sciences International (France) SA Germany Life Sciences International GmbH Hungary Life Sciences International Kft Japan Labsystems Japan KK Netherlands Life Sciences International (Benelux) BV Neslab Instruments Europa BV Poland Life Sciences International (Poland) Sp.z.O.O. Spain Labsystems Espana SA Sweden Labsystems Sweden AB USA Alko Diagnostic Corporation Denley Instruments Inc E-C Apparatus Corporation Forma Scientific Inc International Equipment Company Labsystems Inc LSI North America Service Inc Neslab Instruments Inc Savant Instruments Inc Shandon Inc Spectronic Instruments Inc Whale Scientific Inc The subsidiary undertakings are wholly-owned either directly or indirectly and their share capitals consist solely of ordinary shares. A full list of subsidiaries will be filed with the next Annual Return. 29PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (b) Pro Forma Combined Condensed Financial Information The following unaudited pro forma combined condensed financial statement sets forth the results of operations for the year ended December 28, 1996, as if the acquisition of Life Sciences by the Company had occurred at the beginning of 1996. The acquisition has been accounted for using the purchase method of accounting. The pro forma results of operations are not necessarily indicative of future operations or the actual results that would have occurred had the acquisition of Life Sciences been consummated at the beginning of 1996. The financial statements filed under part (a) of this item should be read in conjunction with the pro forma combined condensed financial statement. 4PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME Year Ended December 28, 1996 (Unaudited) Historical Pro Forma ---------------------- ---------------------- Thermo Life Instrument Sciences Adjustments Combined ---------- ---------- ----------- --------- (In thousands except per share amounts) Revenues $1,209,362 $ 358,758 $ - $1,568,120 ---------- ---------- ---------- ---------- Costs and Operating Expenses: Cost of revenues 654,165 196,984 2,700 853,849 Selling, general, and administrative expenses 340,963 93,700 11,839 446,502 Research and development expenses 84,091 20,413 - 104,504 Restructuring expenses - 10,923 (10,923) - Write-off of acquired technology 3,500 - - 3,500 ---------- ---------- ---------- ---------- 1,082,719 322,020 3,616 1,408,355 ---------- ---------- ---------- ---------- Operating Income 126,643 36,738 (3,616) 159,765 Interest Income 20,490 2,371 (8,798) 14,063 Interest Expense (includes $8,145 to parent company) (28,923) (7,602) (10,626) (47,151) Gain on Issuance of Stock by Subsidiaries 71,713 - - 71,713 Other Income - 5,761 - 5,761 ---------- ---------- ---------- ---------- Income Before Income Taxes and Minority Interest 189,923 37,268 (23,040) 204,151 Provision for Income Taxes 51,727 13,694 (8,017) 57,404 Minority Interest Expense 5,445 - - 5,445 ---------- ---------- ---------- ---------- Net Income $ 132,751 $ 23,574 $ (15,023) $ 141,302 ========== ========== ========== ========== Earnings per Share: Primary $ 1.40 $ 1.49 ========== ========== Fully diluted $ 1.27 $ 1.35 ========== ========== Weighted Average Shares: Primary 95,085 95,085 ========== ========== Fully diluted 108,312 108,312 ========== ========== See notes to pro forma combined condensed statement of income. 5PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited) Note 1 - Basis of Presentation The Life Sciences consolidated profit and loss account for the year ended December 31, 1996, which is denominated in British pounds sterling, has been translated at the average exchange rate of 1.56 British pounds sterling per U.S. dollar for the pro forma combined condensed statement of income. No material changes, other than those noted below, are required to conform Life Sciences' results of operations to United States generally accepted accounting principles. The allocation of the purchase price is based on an estimate of the fair market value of the net assets acquired and is subject to adjustment. To date, no information has been gathered that would cause the Company to believe that the final allocation of the purchase price will be materially different than the preliminary estimate. Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed Statement of Income (In thousands, except in text) Year Ended December 28, 1996 ------------- Debit (Credit) Cost of Revenues Increase in the finished goods inventory of Life Sciences to the estimated selling price, less the sum of the costs of disposal and a reasonable profit allowance for the Company's selling efforts $ 2,700 ------- Selling, General, and Administrative Expenses Service fee of 1.0% of the revenues of Life Sciences for the year ended December 31, 1996, for services that would have been provided under a services agreement between the Company and Thermo Electron 3,588 Amortization over 40 years of $330,044,000 of cost in excess of net assets of acquired companies created by the acquisition of Life Sciences 8,251 ------- 11,839 ------- 6PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (continued) (Unaudited) Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed Statement of Income (In thousands, except in text) (continued) Year Ended December 28, 1996 ------------- Debit (Credit) Restructuring Expenses Reversal of the restructuring accrual recorded by Life Sciences that is not allowable under U.S. generally accepted accounting principles $(10,923) -------- Interest Income Decrease in interest income earned attributable to the lower cash position as a result of the total cash payment of $153 million to acquire Life Sciences, calculated using the 90-day Commercial Paper Composite Rate plus 25 basis points, or 5.75% 8,798 -------- Interest Expense Increase in interest expense as a result of the issuance of a $210.0 million promissory note to Thermo Electron to finance the acquisition of Life Sciences, calculated using the 90-day Commercial Paper Composite Rate plus 25 basis points, or 5.75% 12,075 Increase in interest expense as a result of assumed borrowings from Thermo Electron to repay Life Sciences' debt of $107 million, included in Life Sciences historical balance sheet as of December 31, 1996, calculated using the 90-day Commercial Paper Composite Rate plus 25 basis points, or 5.75% 6,153 Reversal of interest expense included in Life Sciences' historical profit and loss account for the year ended December 31, 1996, due to the assumed repayment of Life Sciences' debt (7,602) -------- 10,626 -------- Provision for Income Taxes Income tax benefit associated with the adjustments above (excluding the amortization of cost in excess of net assets of acquired companies) 8,017 -------- 7PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (c) Exhibits 23 Consent of KPMG Audit Plc 8PAGE FORM 8-K/A 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, on this 9th day of June 1997. THERMO INSTRUMENT SYSTEMS INC. Paul F. Kelleher -------------------------- Paul F. Kelleher Chief Accounting Officer EX-23 2 Exhibit 23 Consent of Independent Auditors ------------------------------- The Board of Directors Life Sciences International PLC: We consent to the incorporation by reference in the following registration statements of our report dated 10 February 1997, with respect to the consolidated financial statements of Life Sciences International PLC as of and for the year ended December 31, 1996, which report appears in the Form 8-K/A of Thermo Instrument Systems Inc. dated June 9, 1997. Form Registration Number Date ---- ------------------- ---- S-3 33-42270 August 15, 1991 S-3 33-69526 September 28, 1993 S-3 33-02163 March 29, 1996 S-8 33-14980 June 11, 1987 S-8 33-16461 August 12, 1987 S-8 33-14974 June 10, 1987 S-8 (1) February 21, 1990 S-8 33-33577 February 21, 1990 S-8 33-36221 August 2, 1990 S-8 33-37866 November 15, 1990 S-3 333-17707 March 27, 1997 S-8 33-65275 December 21, 1995 S-8 33-37559 October 31, 1990 (1) Post effective amendment to registration statement on Form S-4 (No. 33-32579-02) dated February 21, 1990. KPMG Audit Plc London, England June 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----