Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Prosource, Inc. 32 162K
2: EX-3.1 Restated Certificate of Incorporation 8 33K
3: EX-3.2 Amended and Restated By-Laws of the Company 7 30K
4: EX-10.1 Amended and Restated Management Shareholder Agrmt. 24 95K
6: EX-10.13 Amendment No. 5 and Consent 9 30K
7: EX-10.14 Amendment No. 6 and Consent 7 26K
5: EX-10.2 Amended and Restated Director Shareholders Agrmt. 14 55K
8: EX-10.21 Credit Agreement 132 339K
9: EX-10.22 Revolving Note 3 12K
10: EX-10.23 Borrower Pledge Agreement 24 59K
11: EX-10.24 Parent Pledge Agreement 22 56K
12: EX-10.25 Parent Guaranty 13 38K
13: EX-10.26 Subsidiary Guaranty 10 33K
14: EX-10.27 Secured Credit Agreement 123 310K
15: EX-10.28 Purchase and Sale Agreement 39 127K
16: EX-10.29 Note 3 12K
17: EX-10.30 Swingline Note 3 12K
18: EX-10.34 Amended and Restated Employment Agreement 15 42K
19: EX-10.35 Amended and Restated Agreement 15 42K
20: EX-10.45 Termination Agreement 2 12K
21: EX-13.1 Portions of 1996 Annual Report to Stockholders 31± 159K
22: EX-21.1 Subsidiaries of the Company 1 8K
23: EX-27.1 Financial Data Schedule 1 11K
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Fiscal Year Ended December 28, 1996.
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 0-21677
PROSOURCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0335019
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1500 San Remo Avenue
Coral Gables, Florida 33146
(Address of principal executive offices)
(305) 740-1000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Class A Common
Stock, par value $0.01 per share
Indicate by check mark 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 periods 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendment to this
Form 10-K. X
---
The aggregate market value of the voting stock held by non-affiliates of the
Registrant on February 28, 1997 was approximately $35,482,125. The market value
calculation was determined using the closing sale price of the Registrant's
Class A Common Stock on February 28, 1997, as reported on the Nasdaq National
Market.
At February 28, 1997, the registrant had outstanding 3,400,000 shares of Class A
Common Stock and 5,930,856 shares of Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
PART OF FORM 10-K DOCUMENTS FROM WHICH PORTIONS ARE INCORPORATED BY REFERENCE
----------------- -----------------------------------------------------------
Part II Portions of the Registrant's Annual Report to Stockholders
for the fiscal year ended December 28, 1996 are incorporated
by reference into Items 6, 7 and 8.
Part III Portions of the Registrant's Proxy Statement relating to the
Registrant's Annual Meeting of Stockholders to be held on
April 29, 1997 are incorporated by reference into Items 10,
11, 12 and 13.
Part IV Portions of the Registrant's Registration Statement on
Securities and Exchange Commission Form S-1 (registration
no. 333-11499) are incorporated by reference into Item 14.
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PART I
ITEM 1. BUSINESS.
ProSource, Inc. ("ProSource" or the "Company") is the nation's leading
independent foodservice distributor specializing in distribution to chain
restaurants and is one of the largest foodservice distributors in the United
States. The Company distributes a wide variety of items, including fresh and
frozen meat and poultry, seafood, frozen foods, canned and dry goods, fresh and
pre-processed produce, beverages, dairy products, paper goods and cleaning and
other supplies. The Company specializes in providing food and food-related
products to two segments of the restaurant industry -- quick service
restaurants, including Burger King, Long John Silver's, Sonic, Chick-fil-A, TCBY
and Wendy's, and casual dining restaurants, including Red Lobster, Olive Garden,
TGIFriday's and Chili's. ProSource is an indirect subsidiary of Onex
Corporation. See "Controlling Stockholder."
The Company was formed in 1992 to acquire Burger King Distribution Services
("BKDS"), the "in-house" distributor for Burger King Corporation ("BKC"), which
serviced approximately 4,150 Burger King restaurants. Since the acquisition,
ProSource has, through a combination of acquisitions and internal growth, become
a leading distributor to chain restaurants, servicing approximately 14,600
restaurants within 17 different restaurant chains as of December 28, 1996. In
March 1995, the Company entered the casual dining segment of the restaurant
industry and further expanded its quick service business with the acquisition of
substantially all of the assets and the assumption of certain liabilities of the
National Accounts Division ("NAD") of The Martin-Brower Company
("Martin-Brower"), which added a total of approximately 8,000 restaurants within
11 chains included in the Company's current customer base. The Company has also
been successful in expanding through internally generated sales. Since the
Company's formation in 1992, net sales have grown from $1.3 billion in 1993 (the
first full year of operations) to $4.1 billion in 1996.
Within the foodservice distribution industry, there are two primary types
of distributors: broadline distributors and specialist distributors. Broadline
foodservice distributors service a wide variety of customers including both
independent and chain restaurants, schools, cafeterias and hospitals. Broadline
distributors may purchase and inventory as many as 25,000 different food and
food-related items. Customers utilizing broadline foodservice distributors
typically purchase inventory from several distributors. Specialist foodservice
distributors may be segregated into three categories: (i) product specialists
which distribute only one or a limited number of products such as produce or
meat, (ii) market specialists which distribute to one type of restaurant such as
Mexican and (iii) "systems" specialists which focus on one type of customer such
as chain restaurants or health care facilities. Systems specialists typically
serve as a single source of supply for their customers. The Company is a systems
distributor specializing in distribution to chain restaurants.
The Company was incorporated in 1992 as a Delaware corporation. Its
principal executive offices are located at 1500 San Remo Avenue, Coral Gables,
Florida 33146, and the Company's telephone number is (305) 740-1000. The Company
operates under the name "ProSource Distribution Services."
OPERATIONS AND DISTRIBUTION
The Company's operations can generally be categorized into two business
processes: (i) product replenishment and (ii) order fulfillment. Product
replenishment involves the management of logistics from the vendor location
through the delivery of products to the Company's distribution centers. Order
fulfillment involves all activities from customer order placement through
delivery to the restaurant location.
Supporting the Company's business processes are its network of 34 distribution
centers, its fleet of approximately 1,450 tractors and trailers and its
management information systems.
Product Replenishment. While the Company is responsible for purchasing
products to be delivered to its customers, each chain typically selects the
vendor and negotiates the price at which most products will be purchased. See
"Purchasing and Supply." The Company determines the distribution centers which
will warehouse products for each customer and the quantities in which such
products will be purchased. Order quantities for each product are systematically
determined for each distribution center, taking into account both recent sales
history and projected customer demand. The number of distribution centers used
to serve a customer is based on the number and location of the restaurants to be
serviced. Given the Company's experience in managing its product flow, losses
due to shrinkage, damage and product obsolescence represent less than 0.1% of
1996 net sales.
The Company works with its chain customers in order to optimize
transportation from vendor locations to distribution warehouses. By utilizing
the collective demand of its customers for in-bound transportation, its existing
fleet of trucks and its expertise in managing transportation, the Company can
offer its customers in-bound transportation (i.e. transportation of products
from the vendor to the distribution center), in many instances on a more
economical basis than that offered by the vendors that have traditionally
provided such services. The Company believes it can offer its customers lower
in-bound transportation costs through (i) use of the Company's delivery fleet to
backhaul products, (ii) consolidation of products from more than one vendor or
for use by more than one customer to increase truckloads and (iii) brokering the
freight to third party carriers with whom the Company has negotiated lower
transportation rates. In 1996, the Company managed approximately 40% of the
total freight tonnage to its distribution centers. The Company utilizes a number
of third party carriers to provide in-bound transportation services. None of
these carriers are material to the Company's operations.
The Company currently warehouses 5,500 types of products for its customers
at 34 facilities in 27 cities. This distribution network includes the Company's
preexisting distribution centers, as well as the distribution centers acquired
in the NAD transaction. Currently, no one distribution center maintains
inventories for all customers and, as a result, some customers are not serviced
by the distribution center closest to them. The Company has begun implementing a
new national network of distribution centers. Through this "network
optimization" program, which is expected to take 3-5 years to complete, the
Company intends to consolidate and integrate its existing distribution network
of 34 centers into 25 centers consisting of six large regional distribution
centers ("RDCs") and 19 local distribution centers ("LDCs"). In December 1996,
the Company leased its first new site under its network optimization program, a
92,000 square foot site located near Denver, Colorado. Under the new network,
high volume products will be shipped directly to both RDCs and LDCs, with low
volume products being shipped only to RDCs which will supply these products to
the LDCs. The Company expects its new distribution network to reduce costs by
enabling the Company to fully service more customers from a distribution center
closer to the customer, and thereby reduce transportation costs. In addition,
the new network should provide the Company with additional distribution center
capacity for continued growth. The consolidation of all customers into common
distribution facilities in conjunction with the development of the network
should optimize inbound transportation costs, outbound miles, inventory
investment and warehouse capacity.
Upon receipt of the product at the distribution centers, it is inspected
and stored in racks. Each distribution center contains ambient, refrigerated and
frozen space as well as offices for operating, sales and customer service
personnel and a computer networked with the Company's centralized computer
system. In conjunction with the network optimization and integration strategy,
the Company intends to modify the
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racking configurations of its distribution centers and install a new
distribution center management system that controls routing, shipping control,
trip management, invoicing, inventory control and communications.
Order Fulfillment. The Company places a significant emphasis on providing a
high service level in order fulfillment. For the year ended December 28, 1996,
the Company achieved order fill rates of 99.7% and on-time deliveries of 92%. By
providing a high level of service and reliability, the Company believes that it
can reduce the number of reorders and redeliveries, reducing costs for both the
Company and its customers. Each restaurant places product orders based on recent
usage, estimated sales and existing restaurant inventories. The Company has
developed pre-established routes and pre-arranged delivery times with each
customer. Product orders are placed with the Company one to three times a week
either through the Company's customer service representative or through
electronic transmission using the Company's proprietary software. Approximately
47% of the restaurants served by the Company transmit product orders
electronically. Orders are generally placed on a designated day in order to
coordinate with the Company's pre-established delivery schedules. Processing and
dispatch of each order is generally completed within 24 hours of receipt and the
Company's standards require each order to be delivered to the customer within
one hour of a pre-arranged delivery time.
Products are picked and labeled at each distribution center. The products
are placed on either a pallet or one of the Company's delivery carts for loading
of outbound trailers. See "-- Cart Delivery System." The Company utilizes radio
frequency and bar code scanning in two distribution centers, and intends to
implement this technology in its new distribution center management systems.
Delivery routes are scheduled to both fully utilize the trailer's load capacity
and minimize the number of miles driven. The Company transports approximately
2.34 million tons of product and its trucks travel in excess of 60 million miles
annually. The Company currently utilizes several unloading methods at the
restaurant including (i) gravity aided rollers, (ii) hand carts and ramps and
(iii) its new cart delivery system.
Cart Delivery System. The Company has recently introduced an innovative
value-added cart delivery system which the Company estimates should result in
restaurant deliveries which are considerably faster than methods currently used
in the industry. Under this system, at the distribution center, products are
loaded into carts which are then loaded directly onto delivery trucks. At the
delivery site, instead of unloading products by conveyor or handcart, the entire
cart is simply unloaded and rolled into the customer's storeroom. The cart
delivery system improves productivity of the Company's drivers, enhances
utilization of its tractors and trailers and improves employee safety. The
Company is currently using cart delivery for approximately 30% of its
restaurants.
The Company believes that the cart delivery system represents a major
innovation in foodservice distribution methods. The Company hopes to expand the
cart delivery system by leaving the carts at the customer's location until the
next delivery, allowing them to be used as shelving by the customer, and
developing new software which would manage the loading of the carts and
trailers, thereby maximizing cart utilization and ease of customer use.
Fleet. The Company's fleet, as of December 28, 1996, consisted of
approximately 1,450 vehicles, including approximately 600 tractors and 850
trailers. The Company leases approximately 450 of the tractors from Ryder
System, Inc. pursuant to full-service leases which include maintenance,
licensing and fuel tax reporting. The remaining tractors are leased under
similar full-service leases from a variety of truck leasing companies. The
Company leases approximately 390 trailers from GE Capital Services. The
remainder are either Company-owned or leased from various other companies. Lease
terms average six years for tractors and 7-10 years for trailers.
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Substantially all of the Company's vehicles contain on-board computers. The
computers assist in managing fleet operations and provide expense controls,
automated service level data collection and real-time driver feedback, thereby
enhancing the Company's service level to customers. Substantially all of the
Company's trailers contain three temperature-controlled compartments, which
allow the Company to simultaneously deliver frozen food, refrigerated food and
dry goods.
Management Information Systems. The Company currently has in place a
variety of information technology systems, including electronic ordering,
inventory management, financial and routing systems. These systems represent a
combination of systems that were installed in 1993 following formation of the
Company and systems that were acquired in connection with the acquisition of
NAD. The Company is in the process of integrating these systems and installing
new system technologies in the areas of electronic customer ordering, "order
optimization" to manage the Company's purchasing and inventory functions, and
freight management. In addition, in connection with its "network optimization"
program, the Company intends to put in place new customer ordering and warehouse
management systems. Management believes that these systems will allow the
Company to manage the complexity and diversity of its business at a lower cost
and with higher service levels.
CUSTOMERS
The Company's customers as of December 28, 1996 consisted of 2,960
franchisees and 14 franchisor owners of approximately 14,600 quick service and
casual dining chain restaurants representing 17 restaurant chains. The Company
is generally one of a limited number of suppliers to the chains it serves. The
largest chains served by the Company in 1996 were Burger King, Red Lobster and
Arby's, representing 41%, 14% and 10% of 1996 net sales, respectively. In
January 1997, the Company announced the termination, effective March 31, 1997,
of its distribution agreement with Arcop, the purchasing cooperative for Arby's.
Although the Arby's chain represented a significant portion of the Company's net
sales in 1996 and the loss of this business is expected to impact the Company's
growth rate in 1997, such loss should not have a material adverse impact on 1997
results. The Company's largest customer is Darden Restaurants, Inc. (owner of
all Olive Garden and Red Lobster restaurants), representing 20% of the Company's
1996 net sales. No other chain or single customer accounted for more than 10% of
the Company's net sales in 1996.
The Company has contracts with customers representing approximately 75% of
net sales, with terms ranging from 2-7 years and an average term of three years.
In connection with the acquisition of BKDS in 1992, the Company entered into an
exclusive distributor agreement and related distribution agreements with BKC,
pursuant to which, through 2002, (i) the Company is designated as the exclusive
distributor to BKC's company-owned and operated Burger King restaurants in the
United States (which accounted for 4.6% of 1996 net sales), (ii) the Company is
one of ten companies approved as regional distributors to franchised Burger King
restaurants in the United States, and (iii) the Company is the only company
approved by BKC to service Burger King restaurants on a national basis. BKC has
the right to terminate these contracts (i) upon a material failure to perform by
the Company and (ii) in the case of the exclusive distributor agreement, upon
the bankruptcy of the Company. In addition to the 517 BKC-owned restaurants, as
of December 28, 1996, the Company also serviced 4,288 Burger King restaurants
owned by franchisees. In the aggregate, this represents 69% of all Burger King
restaurants in the United States. The Company has also entered into distribution
agreements with Olive Garden and Red Lobster pursuant to which the Company is
the primary distributor to the restaurants owned by Olive Garden and Red Lobster
operating in the United States. All Olive Garden and Red Lobster restaurants are
currently company-owned. Olive Garden and Red Lobster have the right to
terminate their respective agreements upon (i) a material change in ownership of
the Company other than as a result of a public offering by the Company, (ii) a
material breach by the
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Company, (iii) the bankruptcy of the Company and (iv) a failure of the Company
to meet certain performance reliability standards. Both agreements terminate in
1998. The Company believes that from time to time it may not have been in strict
compliance with all of the performance reliability standards in such contracts.
However, it is not aware of any issues of non-compliance which could reasonably
be expected to result in early termination of such contracts.
PURCHASING AND SUPPLY
The Company purchases and distributes a wide variety of items, including
fresh and frozen meat and poultry, seafood, frozen foods, canned and dry goods,
fresh and pre-processed produce, beverages, dairy products, paper goods and
cleaning and other supplies. Due to the high volume of proprietary products
required by chain restaurants, the chain typically negotiates product sourcing
directly with vendors and then requires the distributor to use such vendors and
purchase at the negotiated price. Furthermore, customers within the same chain
often cooperate to utilize internal or third party purchasing organizations.
Because suppliers for proprietary products are generally designated by the
chain, the loss of any such supplier would likely result in the development of a
new source of supply by such chain. Substantially all types of nonproprietary
products distributed by the Company are available from a variety of suppliers,
some of which also supply the Company with proprietary products. Accordingly,
the Company does not believe that the loss of any supplier would have a material
adverse effect on the Company's operating results or its ability to serve its
customers.
The Company's emphasis on supply chain management has allowed the Company
to identify the purchasing of non-proprietary products as a value-added service
which it can provide to customers. The Company has formed a purchasing
subsidiary which pools the needs of its customers for non-proprietary products,
such as unlabeled paper products, cleaning supplies and produce, and uses the
resulting purchasing power to negotiate lower prices with vendors. The Company
and its customers share in the cost savings, improving margins for the Company
and reducing costs for its customers. The Company believes that expansion of its
purchasing services represents an important opportunity for growth.
MARKETING AND CUSTOMER SERVICE
The Company's senior management, together with a team of marketing, sales
and customer service personnel, are involved in maintaining relationships with
key customers and securing new accounts. The Company targets as potential new
customers restaurant chains offering menu categories not covered by the
Company's existing customers, chains operating in geographic areas in which the
Company could benefit from increased customer density, and growing regional
chains which could be added to the national chains which have traditionally been
the Company's focus. In seeking new customers, the Company attempts to
concentrate on growing chains served by broadline distributors which might
benefit from the industry focus that a systems distributor brings, as well as
chains which the Company believes would benefit from the quality of service and
attention to supply chain management that the Company provides to its customers.
The Company's customer service activities are highly customized to the
unique needs of the customer. Each customer has a dedicated account manager who
is responsible for overseeing all of its service needs and coordinating the
services provided through an account team of customer service professionals,
including a dedicated "logistics services manager." The logistics services
manager is responsible for coordinating day-to-day product flow for the
customer, as well as working closely with the customer's purchasing and
marketing organization.
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The Company rigorously monitors customer service levels. In order to manage
problem resolution, the Company is implementing professional help desk software
which tracks customer calls in order to ensure that appropriate action and
follow-up occurs. The Company utilizes frequent trips to the customer's site for
regularly scheduled reviews and key project meetings and telephone conferencing
in order to ensure close coordination between the Company and the customer. In
addition, the Company monitors customer perceptions through periodic surveys.
COMPETITION
The foodservice distribution industry is highly competitive. The Company
competes with other systems foodservice distribution companies focused on chain
restaurants and with broadline foodservice distributors. The Company's principal
national competitors are Sysco Corp., Alliant Foodservice Inc. (formerly Kraft
Distribution), MBM Corp., Ameriserve, Marriott Distribution Services Inc., King
Provision Corp. and Pepsi Foodservices, an in-house distributor for PepsiCo,
Inc. The Company also competes with regional distributors, principally for
business from franchisee-owned Burger King restaurants. The Company believes
that distributors in the foodservice industry compete on the basis of price and
the quality and reliability of service. Because a number of the Company's
customers prefer a distributor that is able to service their restaurants on a
nationwide basis, the Company believes that it is in a strong position to
compete for national chain accounts. The Company attributes its ability to
compete effectively against smaller regional and local distributors in part to
the cost advantages resulting from its size, centralized purchasing operations
and ability to offer broad market coverage through a wide network of
distribution centers. However, in light of the consolidation in the foodservice
distribution industry, the Company could face increased competition to the
extent that there is an increase in the number of foodservice distributors
specializing in distribution to chain restaurants on a nationwide basis.
In addition, distribution fees received from a number of the Company's
customers decreased significantly in 1993 and 1994 as a result of competitive
pricing pressures. While distribution fees stabilized in 1995 and 1996 and
management expects such stabilization to continue in 1997, there can be no
assurance that competitive pricing pressure will not recur in the future.
EMPLOYEES
As of December 28, 1996, the Company had approximately 3,850 full-time
employees, of whom approximately 410 were employed in corporate support
functions and approximately 3,440 were warehouse, driver and administrative
staff in the distribution centers. Approximately 575 of the Company's employees
were covered by eight collective bargaining contracts with six local unions, all
of which are associated with the International Brotherhood of Teamsters. One
contract, covering approximately 20 employees, expired at the end of 1996 and
the Company is in the process of negotiating a renewal of such contract. Three
contracts, covering approximately 195 employees, will expire during 1997. The
Company has not experienced any significant labor disputes or work stoppages.
The Company believes that its relationships with its employees are good.
REGULATORY MATTERS
The Company is subject to a number of federal, state and local laws,
regulations and codes, including those relating to the protection of human
health and the environment, compliance with which has required, and will
continue to require, capital and operating expenditures. The Company is not
aware of any violations of, or pending changes in, such laws, regulations and
codes that are likely to result in material penalties or material increases in
compliance costs. The Company, however, is not able to predict the
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impact of any changes in the requirements or mode of enforcement of these laws,
regulations and codes on its operating results.
The Company owns and leases distribution centers, at some of which on-site
vehicle fueling activities may have resulted in releases of diesel or other
petroleum products to the soil or groundwater. The Company may be subject to
liability for clean-up of contaminated soil or groundwater at these distribution
centers and is in the process of investigating or remediating the contamination.
Although there can be no assurances, the Company does not believe that the
estimated costs associated with any required investigation or remediation will
have a material adverse effect on the Company's financial condition, results of
operations or liquidity. The Company has engaged in a program to remove
underground fuel storage tanks located on its properties. As a result, with the
exception of one such tank, which is scheduled to be removed in the second
quarter of 1997, all underground fuel storage tanks have been removed from the
Company's properties. In addition, several of the Company's facilities are
located over areas of regional groundwater contamination or are near sites which
have contaminated soil or groundwater. The Company has not been named a
responsible party at, and does not anticipate any liability associated with, any
of these sites.
CONTROLLING STOCKHOLDER
The Company is controlled by Onex. Onex Corporation, based in Toronto,
Canada, is a publicly listed (on The Toronto Stock Exchange and The Montreal
Exchange) diversified company that operates through autonomous subsidiaries and
strategic partnerships. Onex had consolidated revenues of Cdn. $8.9 billion for
1996 and consolidated assets of Cdn. $3.8 billion at December 31, 1996. In
addition to its interests in ProSource, as of December 31, 1996, Onex had
investments in a broad range of companies, including Onex Food Services, Inc.
(which does business through its subsidiaries, Sky Chefs, Inc. and Caterair
International Inc.), Celestica International Holdings Inc., Dura Automotive
Systems, Inc., Tower Automotive, Inc., Phoenix Pictures Inc. and Vencap, Inc.
None of Onex's current businesses competes with or is a customer of the Company.
Onex currently owns 88.3% of the outstanding Class B Common Stock and 14.7% of
the outstanding Class A Common Stock, representing 84.3% of the combined voting
power of the outstanding Common Stock.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the executive officers of the Company.
[Download Table]
NAME AGE POSITION
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David R. Parker 53 Chairman of the Board of Directors
Thomas C. Highland 55 President, Chief Executive Officer and Director
Daniel J. Adzia 54 Vice-Chairman, Chief Marketing Officer and Director
William F. Evans 49 Executive Vice President, Chief Financial Officer
Paul A. Garcia de Quevedo 42 Vice President, Treasurer and Secretary
Maurice L. Ambler 49 Senior Vice President, Human Resources
Dennis T. Andruskiewicz 43 Senior Vice President, Operations Support
William G. Berryman 53 Senior Vice President, Chief Information Officer
Robert S. Donaldson 41 Senior Vice President, Field Operations
John E. Foley 47 Senior Vice President, Operations Development
John P. Gainor 39 Senior Vice President, Logistics and Purchasing
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David R. Parker Mr. Parker has served as Chairman of the Board of Directors
since the formation of the Company in 1992. From July 1, 1991 to July 1, 1992,
Mr. Parker was an independent investor, working primarily on the formation of
the Company and the acquisition of BKDS from BKC. Prior to such time, he was
Senior Executive Vice President of Ryder System, Inc. and President of the
Vehicle Leasing and Services Division. Previously, he was Chief Operating
Officer of Ryder's Business Services Group which included the company's
worldwide aviation support businesses and its insurance management services
businesses. Before joining Ryder System in 1984, Mr. Parker was Executive Vice
President and Sector Executive of American Can Company (Primerica). Mr. Parker
serves on the Boards of Directors of Premark International, Inc., SunTrust Bank,
Miami, N.A. and Tupperware Corporation.
Thomas C. Highland Mr. Highland has served as President, Chief Executive
Officer and a Director of the Company since its formation in 1992. Before
serving in this capacity, Mr. Highland was President of BKDS from 1988 to 1992.
Prior thereto, he held various executive positions at Warner Lambert Company,
including Vice President, U.S. Distribution, Director, Distribution Operations,
Pharmaceutical Group and Director, Distribution Center Operations from 1963 to
1988.
Daniel J. Adzia Mr. Adzia has served as Vice-Chairman, Chief Marketing
Officer of the Company since the acquisition of NAD in March 1995 and a Director
of the Company since April 1995. From 1975 to 1995, Mr. Adzia served in various
executive capacities at Martin-Brower including President of NAD. Prior to
joining Martin-Brower, Mr. Adzia held various sales and sales management
positions with Oscar Mayer & Co.
William F. Evans Mr. Evans has served as Executive Vice President, Chief
Financial Officer of the Company since July 1995. Prior to joining the Company,
he was the Senior Vice President, Corporate Operations of H&R Block, Inc. from
August 1992 to June 1995. Prior to 1992, Mr. Evans served in executive
capacities at D&B Software Services, Inc. from 1990 to 1992, Management Science
America, Inc. from 1989 to 1990 and Electromagnetic Sciences, Inc. from 1985 to
1989. From June 1980 to November 1985, Mr. Evans served as a partner of KPMG
Peat Marwick LLP, the Company's independent auditors. Mr. Evans serves as a
Director of Interim Services, Inc. Mr. Evans is a certified public accountant.
Paul A. Garcia de Quevedo Mr. Garcia has served as Vice President,
Treasurer and Secretary of the Company since its formation in 1992. Prior to
such time, Mr. Garcia served as Vice President, Finance, for BKDS. Mr. Garcia
joined BKDS in January 1986. Mr. Garcia is a certified public accountant.
Maurice L. Ambler Mr. Ambler has served as Senior Vice President of Human
Resources of the Company since January 1997. From July 1992 to December 1996,
Mr. Ambler served as Vice President of Human Resources. Prior to such time, Mr.
Ambler was Senior Director of Human Resources of BKDS from April 1991 to June
1992, and Director of Human Resources for BKDS from July 1990 to April 1991.
Prior to joining BKDS, Mr. Ambler held various human resources positions at ITT
Sheraton, Pepsico Inc.'s Pizza Hut and Frito-Lay divisions and Miller Brewing
Company.
Dennis T. Andruskiewicz Mr. Andruskiewicz has served as Senior Vice
President, Operations Support of the Company since the acquisition of NAD in
March 1995. Before serving in such capacity, Mr. Andruskiewicz was the Vice
President of Distribution for Martin-Brower from 1990 to 1995 and the Director
of Distribution for the Planters Life Savers Division of RJR Nabisco from 1974
to 1990.
William G. Berryman Mr. Berryman has served as Senior Vice President, Chief
Information Officer of the Company since May 1996. Before serving in such
capacity, Mr. Berryman was Chief Information Officer, Vice President, MIS for
The Penn Traffic Company, a food, general merchandise and drug retailer
8
and involved in the manufacture of various food products from May 1995 to April
1996, Vice President for Technology Solutions Co. from September 1994 to April
1995 and Vice President, MIS, for Dominick's Finer Foods from April 1989 to
December 1993.
Robert S. Donaldson Mr. Donaldson has served as Senior Vice President,
Field Operations of the Company since January 1995. From January 1993 to
December 1994, he served as Vice President of Business Development of the
Company. Prior to joining the Company, Mr. Donaldson was the President of
Institution Food House, Inc., a broadline foodservice distributor from 1986 to
1993 and Vice President of Sky Brothers, Inc., a foodservice distributor from
1973 to 1986.
John E. Foley Mr. Foley has served as Senior Vice President, Operations
Development of the Company since August 1995 and Senior Vice President, Finance
and Systems, Chief Financial Officer from April 1994 to July 1995. Prior to
joining the Company, Mr. Foley was the Senior Vice President, Grand Metropolitan
Computer Systems for Grand Metropolitan, PLC from 1992 to 1995 and Vice
President, MIS for BKC from 1990 to 1992.
John P. Gainor Mr. Gainor has served as Senior Vice President, Logistics
and Purchasing of the Company since November 1995, Vice President, Operations
Support from July 1992 to May 1993 and from November 1994 to November 1995 and
Eastern Region, Vice President from June 1993 to October 1994. Prior to joining
the Company in April 1992, he held various executive positions, including
Director, Transportation and Planning, Manager, Transportation, Manager, Private
Carriage Operations and Regional Transportation Manager, at Warner Lambert
Company since 1982.
There is no family relationship between any of the executive officers of
the Company. Each executive officer is elected annually by the Board of
Directors and holds office until the next annual meeting of the Board of
Directors and until his successor is elected and qualified, subject, in the case
of Messrs. Parker, Highland, Adzia, Garcia de Quevedo, Andruskiewicz and Foley,
to the employment agreement between such officer and the Company.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934. Actual
results could differ materially from those projected in such forward-looking
statements. The forward-looking statements included in this Annual Report on
Form 10-K concerning, among other things, sources of growth, economic conditions
and trends in the quick service and casual dining segments of the restaurant
industry and plans and objectives of management for future operations (including
those concerning the Company's programs for a new distribution center network,
cart delivery and new information systems and upgrades) are projections and are
necessarily subject to various risks and uncertainties. Actual outcomes are
affected by economic trends in the quick service and casual dining segments of
the restaurant industry, competitive conditions in the foodservice industry,
adverse developments affecting the largest chains serviced by the Company or a
decision by a major customer to revoke its approval of the Company as a
distributor, developments such as unforeseen costs and expenses, inflation and
complications arising from the complexity of the new network, and the Company's
continued ability to make acquisitions of businesses on satisfactory terms.
ITEM 2. PROPERTIES.
In the fourth quarter of 1996, the Company substantially completed the
consolidation of its principal executive office and administrative facility into
a new principal executive office and corporate support
9
center located in Coral Gables, Florida. This facility consists of approximately
83,000 square feet and is leased pursuant to a lease which expires September
2007.
The Company operates 34 distribution centers, of which 20 facilities
(representing an aggregate of approximately 832,830 square feet) are leased and
14 facilities (representing an aggregate of approximately 1,506,370 square feet)
are owned by the Company. In December 1996, the Company leased its first new
site under its network optimization program, a 92,000 square foot site located
near Denver.
The following table sets forth certain information with respect to the Company's
operating distribution centers:
[Download Table]
APPROXIMATE
LOCATION SQUARE FEET
-------- -----------
Atlanta, Georgia(1) 217,670
Burlington, New Jersey 60,880
Chester, New York 131,400
Chicago, Illinois 67,457
Cleveland, Ohio 40,540
Columbus, Ohio 174,000
Dallas, Texas (1)(3) 176,400
Denver, Colorado(4) 57,608
Detroit, Michigan 34,897
Greensboro, North Carolina 41,000
Gridley, Illinois 151,000
Houston, Texas(1) 77,900
Kansas City, Kansas(2)(5) 216,450
Lakeland, Florida 31,806
Los Angeles, California(2) 245,540
Miami, Florida 31,225
New Orleans, Louisiana 36,180
New York, New York 35,000
Norman, Oklahoma (6) 52,000
Orlando, Florida 150,000
Oxford, Massachusetts 40,000
Phoenix, Arizona 38,200
Portland, Oregon 74,500
San Jose, California 31,500
Trenton, Ontario 20,000
Virginia Beach, Virginia 23,045
Washington, DC(7) 83,000
---------
Total: 2,339,198
=========
----------
(1) Two facilities.
(2) Three facilities.
(3) Includes approximately 39,200 square feet of supplemental space in three
remote facilities.
(4) Includes approximately 38,610 square feet of supplemental space in two
remote facilities.
(5) Includes approximately 23,500 square feet of supplemental space in a remote
facility.
(6) Includes approximately 11,000 square feet of supplemental space in a remote
facility.
(7) Includes approximately 30,000 square feet of supplemental space in a remote
facility.
10
fTEM 3. LEGAL PROCEEDINGS.
From time to time the Company is involved in litigation relating to claims
arising out of its normal business operations. The Company is not currently
engaged in any legal proceedings that are expected, individually or in the
aggregate, to have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the stockholders during the fourth
quarter ended December 28, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
The Company's Class A Common Stock began trading on the Nasdaq National
Market under the symbol "PSDS" on November 12, 1996. The table below sets forth
the high and low sales prices per share for the Company's Class A Common Stock
as reported on the Nasdaq National Market for each fiscal quarter or portion
thereof subsequent to the commencement of trading.
[Enlarge/Download Table]
Fiscal Year
-----------
Sale Prices
-----------
1996 High Low
---- ---- ---
Fourth Quarter (from November 12, 1996)............................. $14 1/8 $9 3/4
As of February 28, 1997, the closing price for the Company's Class A Common
Stock on the Nasdaq National Market was $12.25, and the approximate number of
record owners of the Company's Class A Common Stock and Class B Common Stock was
35 and 66, respectively. At such date, the Company had approximately 1,600
beneficial owners of its Class A Common Stock and Class B Common Stock, in the
aggregate.
The Company has not paid any cash dividends on its common stock since
inception. The current policy of the Company's Board of Directors is to retain
all earnings to provide funds for the operation and expansion of the Company's
business. The Company does not anticipate declaring or paying cash dividends on
the common stock in the foreseeable future. Future cash dividends, if any, will
be at the discretion of the Board of Directors and will depend upon, among other
things, future earnings, capital requirements and surplus, the general financial
condition of the Company, restrictive covenants and agreements to which the
Company may be subject, and such other factors as the Board of Directors may
deem relevant. The terms of the Company's credit agreement prohibit it from
paying dividends to its stockholders without the approval of the lending group.
Holders of Class A Common Stock and Class B Common Stock share ratably in any
dividend declared by the Board of Directors, subject to the preferential rights
of any outstanding Preferred Stock.
Each share of Class A Common Stock is entitled to one vote and each share
of Class B Common Stock is entitled to ten votes. Except as otherwise required
by law, the Class A Common Stock and Class B Common Stock vote together on all
matters submitted to a vote of stockholders, including the election of
directors. Each share of Class B Common Stock is convertible at the option of
the holder thereof into one share of Class A Common Stock. Any shares of Class B
Common Stock transferred to a person other than
11
an existing holder of Class B Common Stock or any affiliate thereof shall
automatically convert into shares of Class A Common Stock upon such disposition.
In addition, in the event that any employee of the Company holding Class B
Common Stock ceases to be an employee for any reason, the shares of Class B
Common Stock held by such employee shall automatically convert into shares of
Class A Common Stock, unless transferred to Onex or another employee
stockholder.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The Company's 1996 Annual Report to Stockholders contains under the caption
"Selected Consolidated Financial Data" information required by Item 6 of Form
10-K and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company's 1996 Annual Report to Stockholders contains under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" information required by Item 7 of Form 10-K and is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's 1996 Annual Report to Stockholders contains the following
financial statements required by Item 8 of Form 10-K and is incorporated herein
by reference:
Independent Auditors' Report
Consolidated Balance Sheets at December 28, 1996 and December 30,1995
Consolidated Statements of Operations for the fiscal years
ended December 28, 1996, December 30, 1995 and December 31, 1994
Consolidated Statements of Stockholders' Equity for the fiscal
years ended December 28, 1996, December 30, 1995 and December 31, 1994
Consolidated Statements of Cash Flows for the fiscal years ended
December 28, 1996, December 30, 1995 and December 31, 1994
Notes to Consolidated Financial Statements
The following Financial Statement Schedules are filed herewith:
Page of Form 10-K
-----------------
Independent Auditors' Report on Financial
Statement Schedules............................................... S-1
Schedule I - Condensed Financial Information of
the Company....................................................... S-2
Schedule II - Valuation and Qualifying Accounts.................... S-7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Proxy Statement issued in connection with the annual stockholders
meeting to be held on April 29, 1997 contains under the caption "Election of
Directors" information required by Item 10 of Form 10-K and is incorporated
herein by reference. Pursuant to General Instruction G(3), certain information
concerning executive officers of the Company is included in Part I of this Form
10-K, under the caption "Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION.
The Proxy Statement issued in connection with the annual stockholders
meeting to be held on April 29, 1997 contains under the caption "Executive
Compensation" information required by Item 11 of Form 10-K and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Proxy Statement issued in connection with the annual stockholders
meeting to be held on April 29, 1997 contains under the captions "Security
Ownership" information required by Item 12 of Form 10-K and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Proxy Statement issued in connection with the annual stockholders
meeting to be held on April 29, 1997 contains under the caption "Certain
Transactions" information required by Item 13 of Form 10-K and is incorporated
herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. and 2. Financial Statements and Financial Statement Schedules
The financial statements set forth in Item 8 and in the Index to Financial
Statements in the Company's 1996 Annual Report to Stockholders incorporated by
reference into this Annual Report on Form 10-K.
3. See (c) below.
(b) Reports on Form 8-K
During the fourth quarter of 1996, the Company filed no reports on
Form 8-K.
(c) List of Exhibits
13
Exhibit
No. Description of Document
--- -----------------------
3.1 Restated Certificate of Incorporation of the Company
3.2 Amended and Restated By-Laws of the Company
4.1 Form of Certificate for Class A Common Stock(4)
10.1 Amended and Restated Management Shareholders Agreement among
ProSource, Inc., Onex DHC LLC and the individuals party thereto
from time to time
10.2 Amended and Restated Director Shareholders Agreement among
ProSource, Inc., Onex DHC LLC and the individuals party thereto
from time to time
10.3 Stock Subscription Warrant, dated March 31, 1995, issued by
ProSource, Inc. in favor of The Martin-Brower Company to
subscribe for 283,425 shares of Common Stock(1)
10.4 Agreement, dated November 10, 1994, for the Purchase and Sale of
the National Accounts Division of The Martin-Brower Company and
Martin-Brower of Canada, Ltd., among ProSource, Inc., The
Martin-Brower Company and Martin-Brower of Canada, Ltd.(1)
10.5 Purchase Agreement Amendment, dated February 24, 1995, among The
Martin-Brower Company, Martin-Brower of Canada, Ltd. and
ProSource, Inc.(1)
10.6 Second Purchase Agreement Amendment, dated February 28, 1995,
among The Martin- Brower Company, Martin-Brower of Canada, Ltd.
and ProSource, Inc.(1)
10.7 Third Purchase Agreement Amendment, dated March 31, 1995, among
The Martin-Brower Company, Martin-Brower of Canada, Ltd. and
ProSource, Inc.(1)
10.8 Loan and Security Agreement, dated as of March 31, 1995, among
ProSource Services Corporation, BroMar Services, Inc., ProSource
Distribution Services Limited, the Financial Institutions party
thereto and NationsBank of Georgia, N.A., The First National Bank
of Boston and Shawmut Capital Corporation, as Co-Agents, and
NationsBank of Georgia, N.A., as Administrative Agent(1)
10.9 Amendment No. 1, dated as of December 29, 1995, to Loan and
Security Agreement, among ProSource Services Corporation, BroMar
Services, Inc., ProSource Distribution Services Limited, the
Financial Institutions party thereto and NationsBank of Georgia,
N.A., The First National Bank of Boston and Shawmut Capital
Corporation, as Co-Agents, and NationsBank of Georgia, N.A., as
Administrative Agent(1)
10.10 Amendment No. 2 and Waiver, dated as of March 28, 1996, to Loan
and Security Agreement, among ProSource Services Corporation,
BroMar Services, Inc., ProSource Distribution Services Limited,
the Financial Institutions party thereto and NationsBank, N.A.
(South), The First National Bank of Boston and Fleet Capital
Corporation, as Co- Agents, and NationsBank, N.A. (South), as
Administrative Agent(1)
14
10.11 Amendment No. 3 and Consent, dated as of September 6, 1996, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent(4)
10.12 Amendment No. 4 and Consent, dated as of September 26, 1996, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent(4)
10.13 Amendment No. 5 and Consent, dated as of December 27, 1996, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent
10.14 Amendment No. 6 and Consent, dated as of February 7, 1997, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent
10.15 Pledge Agreement, made as of March 31, 1995, by ProSource, Inc.
in favor of NationsBank of Georgia, N.A., as Administrative
Agent(1)
10.16 Pledge Agreement, made as of March 31, 1995, by ProSource
Services Corporation in favor of NationsBank of Georgia, N.A., as
Administrative Agent(1)
10.17 Subordination Agreement, dated as of March 31, 1995, made by
ProSource Services Corporation and Onex Corporation in favor of
NationsBank of Georgia, N.A., as Administrative Agent(1)
10.18 Unconditional Guaranty, made as of March 31, 1995, by ProSource,
Inc. in favor of NationsBank of Georgia, N.A., as Administrative
Agent(1)
10.19 Subordinated Note, dated March 31, 1995, executed by ProSource,
Inc. and payable to the order of The Martin-Brower Company in the
original principal amount of $10,000,000(1)
10.20 Subordinated Note, dated March 31, 1995, executed by ProSource
Services Corporation and payable to the order of Onex Ohio
Holdings, Inc. in the original principal amount of $15,000,000(1)
10.21 Credit Agreement, dated as of March 14, 1997, among ProSource
Services Corporation, various Financial Institutions and The Bank
of Nova Scotia, as Administrative Agent
15
10.22 Revolving Note, dated March 14, 1997, executed by ProSource
Services Corporation and payable to the order of The Bank of Nova
Scotia in the original principal amount of $150,000,000
10.23 Borrower Pledge Agreement, made as of March 14, 1997, by
ProSource Services Corporation in favor of The Bank of Nova
Scotia, as Administrative Agent
10.24 Parent Pledge Agreement, made as of March 14, 1997, by ProSource,
Inc. in favor of The Bank of Nova Scotia, as Administrative Agent
10.25 Parent Guaranty, made as of March 14, 1997, by ProSource, Inc. in
favor of The Bank of Nova Scotia, as Administrative Agent
10.26 Subsidiary Guaranty, made as of March 14, 1997, by Bromar
Services, Inc. in favor of The Bank of Nova Scotia, as
Administrative Agent
10.27 Secured Credit Agreement, dated as of March 14, 1997, among
ProSource Receivables Corporation and ProSource Services
Corporation, as Servicer, and various Financial Institutions and
the Bank of Nova Scotia, as Issuer, as Swingline Bank and as
Administrative Agent
10.28 Purchase and Sale Agreement, dated as of March 14, 1997, between
ProSource Services Corporation and ProSource Receivables
Corporation
10.29 Note, dated March 14, 1997, executed by ProSource Receivables
Corporation and payable to the order of The Bank of Nova Scotia
in the original principal amount of $150,000,000
10.30 Swingline Note, dated March 14, 1997, executed by ProSource
Receivables Corporation and payable to the order of The Bank of
Nova Scotia in the original principal amount of $15,000,000
10.31 Form of Distribution Agreement, dated as of June 30, 1992,
between Burger King Corporation and ProSource Services
Corporation(1)
10.32 Form of Amendment Agreement, dated as of June 30, 1992, between
Burger King Corporation and ProSource Services Corporation(1)
10.33 Addendum to Forms of Distribution Agreement and Amendment
Agreement(1)
10.34 Amended and Restated Employment Agreement, dated as of November
15, 1996, between ProSource Services Corporation and David R.
Parker
10.35 Amended and Restated Employment Agreement, dated as of November
15, 1996, between ProSource Services Corporation and Thomas C.
Highland
10.36 Employment Agreement, dated as of April 1, 1995, between
ProSource Services Corporation and Daniel Adzia(1)
16
10.37 Employment Agreement, dated July 1, 1992, between ProSource
Services Corporation and Paul A. Garcia de Quevedo(1)
10.38 Employment Agreement, dated as of July 1, 1995, between ProSource
Services Corporation and Dennis Andruskiewicz(1)
10.39 Employment Agreement, dated April 1, 1994, between ProSource
Services Corporation and John E. Foley(1)
10.40 Amended and Restated Management Option Plan (1995)(5)
10.41 1996 Stock Option Plan(5)
10.42 Truck Lease and Service Agreement, dated as of May 19, 1995,
between Ryder Truck Rental, Inc. and ProSource Services
Corporation (4)(6)
10.43 Lease Agreement, dated as of August 22, 1991, between Burger King
Corporation (subsequently assigned to ProSource Services
Corporation) and Gelco Corporation, doing business as GE Capital
Fleet Services(4)
10.44 Management Advisory Agreement, dated as of July 1, 1992, between
OMI Partnership Holdings Ltd., an affiliate of Onex Corporation,
and ProSource Services Corporation(4)
10.45 Termination Agreement, dated as of November 15, 1996, between OMI
Partnership Holdings Ltd., an affiliate of Onex Corporation, and
ProSource Services Corporation
13.1 Portions of 1996 Annual Report to Security Holders
21.1 Subsidiaries of the Company
27.1 Financial Data Schedule
-------------
(1) Incorporated by reference to the Registration Statement (Registration No.
333-11499) on Form S-1 of the Company.
(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(3) Incorporated by reference to Amendment No. 2 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(4) Incorporated by reference to Amendment No. 3 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(5) Incorporated by reference to Amendment No. 4 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(6) Confidential treatment has been requested for portions of this Exhibit.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PROSOURCE, INC.
Date: March 24, 1997 By:/s/ David R. Parker
-------------------------
David R. Parker
Chairman of the Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David R. Parker Chairman of the Board of Directors March 24, 1997
----------------------- (principal executive officer)
David R. Parker
/s/ Thomas C. Highland President, Chief Executive Officer March 24, 1997
----------------------- and Director
Thomas C. Highland
/s/ Daniel J. Adzia Vice-Chairman, Chief Marketing March 24, 1997
----------------------- Officer and Director
Daniel J. Adzia
/s/ William F. Evans Executive Vice President,
----------------------- Chief Financial Officer March 24, 1997
William F. Evans (principal financial officer)
/s/ Marcelino Iturrey Vice President, Controller March 24, 1997
----------------------- (principal accounting officer)
Marcelino Iturrey
/s/ Gerald W. Schwartz Director March 24, 1997
-----------------------
Gerald W. Schwartz
/s/ Anthony R. Melman Director March 24, 1997
-----------------------
Anthony R. Melman
/s/ Michael E. Treacy Director March 24, 1997
-----------------------
Michael E. Treacy
18
/s/ Michael Carpenter Director March 24, 1997
-----------------------
Michael Carpenter
/s/ Anthony Munk Director March 24, 1997
-----------------------
Anthony Munk
/s/ C. Lee Johnson Director March 24, 1997
-----------------------
C. Lee Johnson
/s/R. Geoffrey P. Styles Director March 24, 1997
-----------------------
R. Geoffrey P. Styles
19
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULES
The Board of Directors and Stockholders
ProSource, Inc.:
Under date of February 12, 1997, we reported on the consolidated balance sheets
of ProSource, Inc. and subsidiaries as of December 28, 1996 and December 30,
1995, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 28, 1996, which are included in the Company's Annual Report on Form
10-K. In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedules in the
Company's Annual Report on Form 10-K. These financial statement schedules are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Miami, Florida
February 12, 1997
S-1
PROSOURCE, INC. (PARENT ONLY)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS INFORMATION
DECEMBER 28, 1996 AND DECEMBER 30, 1995
(DOLLARS IN THOUSANDS)
[Enlarge/Download Table]
1996 1995
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 670 $ 939
Due from subsidiaries ....................................... 2,936 96
--------- ---------
Total current assets ................................ 3,606 1,035
Investment in subsidiaries .................................... 72,526 58,935
Deferred income taxes ......................................... 2,383 394
--------- ---------
Total assets ........................................ $ 78,515 $ 60,364
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities ......................................... $ -- $ 110
--------- ---------
Total current liabilities ................................ -- 110
Subordinated notes payable .................................... -- 9,418
Convertible subordinated notes payable ........................ -- 1,415
Total liabilities ................................... 10,943
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred Stock ............................................. -- --
Class A Common Stock ........................................ 34 --
Class B Common Stock ........................................ 60 52
Additional paid-in-capital .................................. 105,256 51,838
Accumulated deficit ......................................... (26,901) (2,540)
Accumulated foreign currency translation adjustments ........ 66 71
--------- ---------
Total stockholders' equity .......................... 78,515 49,421
--------- ---------
Total liabilities and stockholders' equity .......... $ 78,515 $ 60,364
========= =========
See accompanying notes to condensed financial information.
S-2
PROSOURCE, INC. (PARENT ONLY)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT) INFORMATION
FOR THE YEARS ENDED DECEMBER 28, 1996, DECEMBER 30, 1995 AND DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)
[Enlarge/Download Table]
1996 1995 1994
-------- -------- --------
(52 WEEKS) (52 WEEKS) (53 WEEKS)
REVENUES .................................................... $ -- $ -- $ --
OPERATING EXPENSES .......................................... -- (3) --
CONTRACT TERMINATION CHARGES ................................ (5,224) -- --
INTEREST EXPENSE ............................................ (748) (729) (571)
INTEREST INCOME ............................................. 33 53 55
EQUITY IN LOSSES OF SUBSIDIARIES ............................ (21,418) (1,294) (3,513)
-------- -------- --------
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM ........... (27,357) (1,973) (4,029)
INCOME TAX BENEFIT .......................................... 2,386 417 1,647
-------- -------- --------
LOSS BEFORE EXTRAORDINARY ITEM ............................. (24,971) (1,556) (2,382)
GAIN ON EARLY RETIREMENT OF DEBT NET OF TAX PROVISION OF $397 610 -- --
-------- -------- --------
NET LOSS .................................................. (24,361) (1,556) (2,382)
RETAINED EARNINGS (DEFICIT), BEGINNING OF YEAR .............. (2,540) (984) 1,398
-------- -------- --------
RETAINED EARNINGS (DEFICIT), END OF YEAR .................... $(26,901) $ (2,540) $ (984)
======== ======== ========
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL INFORMATION.
S-3
PROSOURCE, INC. (PARENT ONLY)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOW INFORMATION
FOR THE YEARS ENDED DECEMBER 28, 1996, DECEMBER 30, 1995 AND DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)
[Enlarge/Download Table]
1996 1995 1994
-------- -------- --------
(52 WEEKS) (52 WEEKS) (53 WEEKS)
Cash flows from operating activities:
Net loss ........................................ $(24,361) $ (1,556) $ (2,382)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Undistributed losses of subsidiaries ......... 21,418 914 2,062
Contract termination charges ................. 5,224 -- --
Dividends received from subsidiaries ......... -- 7,208 561
Deferred income taxes ........................ (1,989) (103) (193)
Gain on early retirement of debt ............. (1,007) -- --
Amortization of note discount ................ 740 592 --
Changes in operating assets and liabilities:
Decrease (increase) in other current assets -- 58 (4)
(Decrease) increase in accrued liabilities . (110) 100 10
-------- -------- --------
Net cash provided by (used in) operating
activities ............................ (85) 7,213 54
-------- -------- --------
Cash flows from investing activities:
Capital contributions to subsidiaries ........... (31,807) (38,826) (2)
Advances to/from subsidiaries ................... (2,870) (7,170) 15
-------- -------- --------
Net cash (used in) provided by investing
activities ............................ (34,677) (45,996) 13
-------- -------- --------
Cash flows from financing activities:
Issuance of long-term debt ...................... -- 12,326 --
Repayments of long-term debt .................... (9,766) (2,085) --
Proceeds from issuance of common stock .......... 44,464 28,585 76
Payments to acquire and retire treasury stock ... (205) (222) (415)
-------- -------- --------
Net cash provided by (used in) financing
activities ............................ 34,493 38,604 (339)
-------- -------- --------
Net decrease in cash and cash equivalents (269) (179) (272)
Cash and cash equivalents, beginning of year ...... 939 1,118 1,390
-------- -------- --------
Cash and cash equivalents, end of year ............ $ 670 $ 939 $ 1,118
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ................................... $ -- $ 41 $ --
======== ======== ========
Income taxes, net of refunds ............... $ -- $ 1 $ 4
======== ======== ========
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL INFORMATION.
S-4
PROSOURCE, INC. (PARENT ONLY)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION
DECEMBER 28, 1996 AND DECEMBER 30, 1995
(DOLLARS IN THOUSANDS)
(1) BASIS OF PRESENTATION
The accompanying condensed financial information should be read in
conjunction with the ProSource, Inc. Consolidated Financial Statements.
Capitalized terms are as defined in the ProSource, Inc. Consolidated Financial
Statements.
(2) LONG-TERM DEBT
Total debt of the Registrant (Parent only) consisted of two agreements at
December 30, 1995 and none at December 28, 1996.
A $10 million subordinated note, with rates ranging from zero to 13%, was
payable to Martin-Brower at December 30, 1995. This note was discounted in 1995
to reflect a constant interest rate through its maturity on March 31, 2002. On
November 21, 1996, in connection with the Parent's initial public offering of
Class A Common Stock, the Company repaid this note to Martin-Brower. The gain on
the early retirement of this note, reflecting the difference between the
carrying value of the note and the repayment amount of $9.2 million, was
recorded as an extraordinary gain in the accompanying condensed financial
information of the Registrant.
A $3.5 million convertible subordinated note was payable to Onex, with
interest at prime rate (8.5 percent at December 30, 1995), compounded annually
and due, together with the principal, on April 1, 2005. During the year ended
December 30, 1995, the Parent paid $2.1 million of such note to Onex resulting
in an outstanding balance of $1.4 million at December 30, 1995. On February 1,
1996, Onex converted $0.8 million of the note into 80,000 shares of the Parent's
common stock and the remaining balance on the note of approximately $0.6 million
plus accrued interest was paid to Onex.
The subsidiaries' Loan and Security Agreements include certain restrictive
covenants which, among other things, limit the flow of funds to the Parent.
Substantially all of the subsidiaries' assets are pledged to secure the
revolving credit facility and term loans, as well as a pledge by the Parent of
all of the issued and outstanding common stock of the subsidiaries. In addition,
the Parent has guaranteed payment of all amounts due under the revolving credit
facility and term loan.
(3) STOCKHOLDERS' EQUITY
In November 1996, the Parent changed its capital structure to 10,000,000
authorized shares of $0.01 par value Preferred Stock, 50,000,000 authorized
shares of $0.01 par value Class A Common Stock and 10,000,000 authorized shares
of $0.01 par value Class B Common Stock. Each share of Class A Common Stock is
entitled to one vote per share and each share of Class B Common Stock is
entitled to ten votes. In addition, each share of Class B Common Stock is
convertible at the option of the holder thereof into one share of Class A Common
Stock.
In November 1996, the Parent's board of directors declared a 100-to-1 stock
split. The Parent's additional paid-in capital account and the Class B Common
Stock account have been restated to retroactively reflect the stock split.
On November 15, 1996, the Parent completed the issuance of 3,400,000 shares
of Class A Common Stock (at a price of $14 per share) through an initial public
offering, resulting in net proceeds of approximately $43.2 million, after
deducting underwriting discounts and commissions, and other offering costs of
approximately $4.4 million. The net proceeds of the offering were partially used
to pay the $10 million subordinated note discussed above and the remainder was
advanced, as a capital contribution to ProSource Services Corporation, a
wholly-owned subsidiary.
S-5
(4) TERMINATION OF CONTRACT AGREEMENTS
In connection with the initial public offering, the Parent incurred a
noncash charge of $4 million resulting from the issuance to Onex of 285,714
shares of Class B Common Stock valued at the initial public offering price in
exchange for the agreement of Onex to relinquish its right to receive an annual
fee, previously paid in cash, for management services rendered to the Company.
In November 1996, the Parent amended the ProSource, Inc. Management Option
Plan (1995) to provide for unvested options to vest at a rate of 10% per year
through December 31, 1999, when all remaining options will vest. In connection
with this amendment, the Parent Company recorded a pre-tax charge of $1.2
million reflecting the difference between the market price of the Company's
Class A Common Stock on the date of amendment and the exercise price of such
options.
S-6
PROSOURCE, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, DECEMBER 30, 1995 AND DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
[Download Table]
ALLOWANCE FOR DOUBTFUL ACCOUNTS
BALANCE, December 25, 1993 .................................... $ 2,528
Additions charged to costs and expenses .................... 2,427
Recoveries ................................................. 190
Write-offs ................................................. (2,234)
-------
BALANCE, December 31, 1994 .................................... 2,911
Acquired allowance of NAD .................................. 1,893
Additions charged to costs and expenses .................... 1,845
Recoveries ................................................. 153
Write-offs ................................................. (4,217)
-------
BALANCE, December 30, 1995 .................................... $ 2,585
Additions charged to costs and expenses .................... 1,682
Recoveries ................................................. 709
Write-offs ................................................. (2,642)
-------
BLANCE, December 28, 1996 ................................. $ 2,334
=======
S-7
EXHIBIT INDEX
Exhibit
No. Description of Document
--- -----------------------
3.1 Restated Certificate of Incorporation of the Company
3.2 Amended and Restated By-Laws of the Company
4.1 Form of Certificate for Class A Common Stock(4)
10.1 Amended and Restated Management Shareholders Agreement among
ProSource, Inc., Onex DHC LLC and the individuals party thereto
from time to time
10.2 Amended and Restated Director Shareholders Agreement among
ProSource, Inc., Onex DHC LLC and the individuals party thereto
from time to time
10.3 Stock Subscription Warrant, dated March 31, 1995, issued by
ProSource, Inc. in favor of The Martin-Brower Company to
subscribe for 283,425 shares of Common Stock(1)
10.4 Agreement, dated November 10, 1994, for the Purchase and Sale of
the National Accounts Division of The Martin-Brower Company and
Martin-Brower of Canada, Ltd., among ProSource, Inc., The
Martin-Brower Company and Martin-Brower of Canada, Ltd.(1)
10.5 Purchase Agreement Amendment, dated February 24, 1995, among The
Martin-Brower Company, Martin-Brower of Canada, Ltd. and
ProSource, Inc.(1)
10.6 Second Purchase Agreement Amendment, dated February 28, 1995,
among The Martin- Brower Company, Martin-Brower of Canada, Ltd.
and ProSource, Inc.(1)
10.7 Third Purchase Agreement Amendment, dated March 31, 1995, among
The Martin-Brower Company, Martin-Brower of Canada, Ltd. and
ProSource, Inc.(1)
10.8 Loan and Security Agreement, dated as of March 31, 1995, among
ProSource Services Corporation, BroMar Services, Inc., ProSource
Distribution Services Limited, the Financial Institutions party
thereto and NationsBank of Georgia, N.A., The First National Bank
of Boston and Shawmut Capital Corporation, as Co-Agents, and
NationsBank of Georgia, N.A., as Administrative Agent(1)
10.9 Amendment No. 1, dated as of December 29, 1995, to Loan and
Security Agreement, among ProSource Services Corporation, BroMar
Services, Inc., ProSource Distribution Services Limited, the
Financial Institutions party thereto and NationsBank of Georgia,
N.A., The First National Bank of Boston and Shawmut Capital
Corporation, as Co-Agents, and NationsBank of Georgia, N.A., as
Administrative Agent(1)
10.10 Amendment No. 2 and Waiver, dated as of March 28, 1996, to Loan
and Security Agreement, among ProSource Services Corporation,
BroMar Services, Inc., ProSource Distribution Services Limited,
the Financial Institutions party thereto and NationsBank, N.A.
(South), The First National Bank of Boston and Fleet Capital
Corporation, as Co- Agents, and NationsBank, N.A. (South), as
Administrative Agent(1)
EXHIBIT INDEX
10.11 Amendment No. 3 and Consent, dated as of September 6, 1996, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent(4)
10.12 Amendment No. 4 and Consent, dated as of September 26, 1996, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent(4)
10.13 Amendment No. 5 and Consent, dated as of December 27, 1996, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent
10.14 Amendment No. 6 and Consent, dated as of February 7, 1997, to
Loan and Security Agreement, among ProSource Services
Corporation, BroMar Services, Inc., ProSource Distribution
Services Limited, the Financial Institutions party thereto and
NationsBank, N.A. (South), The First National Bank of Boston and
Fleet Capital Corporation, as Co- Agents, and NationsBank, N.A.
(South), as Administrative Agent
10.15 Pledge Agreement, made as of March 31, 1995, by ProSource, Inc.
in favor of NationsBank of Georgia, N.A., as Administrative
Agent(1)
10.16 Pledge Agreement, made as of March 31, 1995, by ProSource
Services Corporation in favor of NationsBank of Georgia, N.A., as
Administrative Agent(1)
10.17 Subordination Agreement, dated as of March 31, 1995, made by
ProSource Services Corporation and Onex Corporation in favor of
NationsBank of Georgia, N.A., as Administrative Agent(1)
10.18 Unconditional Guaranty, made as of March 31, 1995, by ProSource,
Inc. in favor of NationsBank of Georgia, N.A., as Administrative
Agent(1)
10.19 Subordinated Note, dated March 31, 1995, executed by ProSource,
Inc. and payable to the order of The Martin-Brower Company in the
original principal amount of $10,000,000(1)
10.20 Subordinated Note, dated March 31, 1995, executed by ProSource
Services Corporation and payable to the order of Onex Ohio
Holdings, Inc. in the original principal amount of $15,000,000(1)
10.21 Credit Agreement, dated as of March 14, 1997, among ProSource
Services Corporation, various Financial Institutions and The Bank
of Nova Scotia, as Administrative Agent
EXHIBIT INDEX
10.22 Revolving Note, dated March 14, 1997, executed by ProSource
Services Corporation and payable to the order of The Bank of Nova
Scotia in the original principal amount of $150,000,000
10.23 Borrower Pledge Agreement, made as of March 14, 1997, by
ProSource Services Corporation in favor of The Bank of Nova
Scotia, as Administrative Agent
10.24 Parent Pledge Agreement, made as of March 14, 1997, by ProSource,
Inc. in favor of The Bank of Nova Scotia, as Administrative Agent
10.25 Parent Guaranty, made as of March 14, 1997, by ProSource, Inc. in
favor of The Bank of Nova Scotia, as Administrative Agent
10.26 Subsidiary Guaranty, made as of March 14, 1997, by Bromar
Services, Inc. in favor of The Bank of Nova Scotia, as
Administrative Agent
10.27 Secured Credit Agreement, dated as of March 14, 1997, among
ProSource Receivables Corporation and ProSource Services
Corporation, as Servicer, and various Financial Institutions and
the Bank of Nova Scotia, as Issuer, as Swingline Bank and as
Administrative Agent
10.28 Purchase and Sale Agreement, dated as of March 14, 1997, between
ProSource Services Corporation and ProSource Receivables
Corporation
10.29 Note, dated March 14, 1997, executed by ProSource Receivables
Corporation and payable to the order of The Bank of Nova Scotia
in the original principal amount of $150,000,000
10.30 Swingline Note, dated March 14, 1997, executed by ProSource
Receivables Corporation and payable to the order of The Bank of
Nova Scotia in the original principal amount of $15,000,000
10.31 Form of Distribution Agreement, dated as of June 30, 1992,
between Burger King Corporation and ProSource Services
Corporation(1)
10.32 Form of Amendment Agreement, dated as of June 30, 1992, between
Burger King Corporation and ProSource Services Corporation(1)
10.33 Addendum to Forms of Distribution Agreement and Amendment
Agreement(1)
10.34 Amended and Restated Employment Agreement, dated as of November
15, 1996, between ProSource Services Corporation and David R.
Parker
10.35 Amended and Restated Employment Agreement, dated as of November
15, 1996, between ProSource Services Corporation and Thomas C.
Highland
10.36 Employment Agreement, dated as of April 1, 1995, between
ProSource Services Corporation and Daniel Adzia(1)
EXHIBIT INDEX
10.37 Employment Agreement, dated July 1, 1992, between ProSource
Services Corporation and Paul A. Garcia de Quevedo(1)
10.38 Employment Agreement, dated as of July 1, 1995, between ProSource
Services Corporation and Dennis Andruskiewicz(1)
10.39 Employment Agreement, dated April 1, 1994, between ProSource
Services Corporation and John E. Foley(1)
10.40 Amended and Restated Management Option Plan (1995)(5)
10.41 1996 Stock Option Plan(5)
10.42 Truck Lease and Service Agreement, dated as of May 19, 1995,
between Ryder Truck Rental, Inc. and ProSource Services
Corporation (4)(6)
10.43 Lease Agreement, dated as of August 22, 1991, between Burger King
Corporation (subsequently assigned to ProSource Services
Corporation) and Gelco Corporation, doing business as GE Capital
Fleet Services(4)
10.44 Management Advisory Agreement, dated as of July 1, 1992, between
OMI Partnership Holdings Ltd., an affiliate of Onex Corporation,
and ProSource Services Corporation(4)
10.45 Termination Agreement, dated as of November 15, 1996, between OMI
Partnership Holdings Ltd., an affiliate of Onex Corporation, and
ProSource Services Corporation
13.1 Portions of 1996 Annual Report to Security Holders
21.1 Subsidiaries of the Company
27.1 Financial Data Schedule
-------------
(1) Incorporated by reference to the Registration Statement (Registration No.
333-11499) on Form S-1 of the Company.
(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(3) Incorporated by reference to Amendment No. 2 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(4) Incorporated by reference to Amendment No. 3 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(5) Incorporated by reference to Amendment No. 4 to the Registration Statement
(Registration No. 333-11499) on Form S-1 of the Company.
(6) Confidential treatment has been requested for portions of this Exhibit.
Dates Referenced Herein and Documents Incorporated by Reference
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