CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida corporation with its principal executive office at 0000 Xxxxxx Xxxxx Xxxxxxx, XX, Xxxx Xxxxx, Xxxxxxx 00000 and its telephone number is (000) 000-0000. The Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company set forth below has been derived from the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1999 and its Quarterly Report on Form 10-Q for the six months ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained from the SEC in the manner set forth below under "--Available Information." REXALL SUNDOWN, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST 31, AUGUST 31, 2000 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------...
CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the Commission and other public sources. Although neither the Purchaser nor EastGroup has any knowledge that would indicate that the statements contained herein based on such information are untrue, neither the Purchaser nor EastGroup takes any responsibility for the accuracy or completeness of the information concerning the Company furnished by the Company or contained in such documents and records or for any failure by the Company to disclose events or information which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Purchaser or EastGroup. The Company was incorporated in December 1987 under the laws of the State of Missouri under the name "Sierra Capital Realty Trust VIII Co." and changed its name to "Meridian Point Realty Trust VIII Co." in September 1993. The Company's principal executive offices are located at 000 Xxxxxxxxxx Xxxxxx, Suite 800, San Francisco, California 94111, and its telephone number is (415) 274-1808. The following description of the Company's business has been taken from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996: "The Company was organized to qualify as a real estate investment trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under the Code, a REIT must meet certain criteria, including requirements (a) that certain percentages of its gross income be derived from specific sources, (b) that it distribute annually to its shareholders at least 95% of its REIT taxable income (as defined in the Code), and (c) that it not have five or fewer shareholders who own more than 50% of the total value of its stock. The Company did not qualify as a REIT for the years ended December 31, 1992 10 and 1993 because of the failure to satisfy requirement (c) above. However, the Revenue Reconciliation Act of 1993 added a provision which allows stock held by a qualified trust to be treated as held directly by its beneficiaries in proportion to their actuarial interest; this new "look- through" rule allows the Company to satisfy requirement (c) above. The Internal Revenue Service permitted the Company to re-elect its REIT status beg...
CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or been taken from or based upon publicly available documents 11 and records on file with the Commission and other public sources. Neither Parent, Purchaser nor the Dealer Manager assumes any responsibility for the accuracy or completeness of the information concerning the Company contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent, Purchaser or the Dealer Manager. The Company is a Delaware corporation and its principal executive offices are located at 00-000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000. The Company has additional executive, operational and administrative offices at 000 Xxxxxx Xxxxxxxx Drive, Morristown, Tennessee 37813, telephone (000) 000-0000. The Company is the leading designer, manufacturer and distributor of seating products used in the hospitality (including lodging, gaming, interval vacation and country club) and food service industries. The Company produces and markets under the "XXXXXX XXXXXXXX" brand name an extensive line of seating products, including wood, metal and rattan chairs, bar stools, sofas and sleep sofas and stacking chairs, as well as banquet-related products under the "XXXX XXXXXX" brand name, including folding tables, food service carts and portable dance floors. In addition, the Company designs and manufactures seating products under the "THONET" brand name for the university, health care and other institutional markets. The Company also manufactures vinyl wallcovering products for residential, hotel and office use. The Company markets these products under the brand name "SELLERS & XXXXXXXXX." The Company manufactures approximately 350 standard furniture products for the hospitality and food service industries, and approximately 200 standard products for the university, health care and other institutional markets. The majority of these products are supplied under special order and finished and upholstered to customer's specifications. The Company distributes its products both domestically and internationally. The Company has showrooms and sales offices in 13 cities in the United States, as well as distributors in 33 foreign countries. Many of these distributors are concentrated in Europe ...
CERTAIN INFORMATION CONCERNING THE COMPANY. 9 Certain Information Concerning Purchaser, Xxxxxxxxxx and Holdings..................................... 10
CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise stated in this Offer to Purchase, the information concerning the Company contained herein has been taken from or is based upon reports and other documents on file with the SEC or otherwise publicly available. Although neither Purchaser nor Parent have any knowledge that would indicate that any statements contained herein based upon such reports and documents are untrue, neither Purchaser nor Parent takes any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to Purchaser or Parent.
CERTAIN INFORMATION CONCERNING THE COMPANY. The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings and other publicly available information. None of Oracle, Parent or Purchaser has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information are untrue. However, none of Oracle, Parent or Purchaser assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such filings, or for any failure by the Company to disclose events that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to Oracle, Parent or Purchaser.
CERTAIN INFORMATION CONCERNING THE COMPANY. ... 38 CERTAIN INFORMATION CONCERNING THE PURCHASER AND THERMO ELECTRON.................................................. 40 SOURCE AND AMOUNT OF FUNDS.................................. 42 THE MERGER; APPRAISAL RIGHTS................................ 42
CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company set forth below and contained elsewhere in this Offer to Purchase is based on the Company's 1996 10-K, its September 30, 1997 10-Q, and publicly available documents and records on file with the Commission and other public sources. The Purchaser and its affiliates assume no responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Purchaser. The Company was incorporated in Iowa on December 10, 1984. The Existing Advisor is the Company's advisor, and certain of its affiliates render certain other services to the Company. The Company operates as a real estate investment trust under the Code. The Company's principal executive offices are located at 0000 Xxxxxxxx Xxxx, X.X., Xxxxx Xxxxxx, Xxxx 00000. The Company's real estate investments consist of: 1) Corporate Center East, located in Bloomington, Illinois, 2) Xxxxxxxxx Business Center, located in Salt Lake City, Utah, 3) Southpoint Parkway Center, located in Jacksonville, Florida, and 4) a 50% undivided interest in Germantown Square Shopping Center, located in Louisville, Kentucky. The Purchaser currently intends to cause the Company to purchase the remaining interest in the Germantown property that is currently owned by LIICA. See Section 2. The selected financial information of the Company set forth below has been taken from the Company's 1996 10-K (and its Form 10-K for the fiscal year ended December 31, 1994) and its September 30, 1997 10-Q; such information has been derived from and should be read in conjunction with the audited financial statements and other financial information contained in the 1996 10-K and the 1996 Annual Report, and with the unaudited financial statements contained in the September 30, 1997 10-Q. Such financial information is qualified in its entirety by reference to such reports, respectively, and all of the financial statements and related notes contained therein respectively. Selected Financial Data (in thousands, except per share data) -------------------------------------------------------------------------------- Nine Months Ended For the Years September 30, Ended December 31, 1997 1996 1996 1995 1994 ------------- ------------ ----------- ----------- ----------- (unaudited) (unaudited) Operating Data: Total revenue .....
CERTAIN INFORMATION CONCERNING THE COMPANY. The information concerning the Company contained in this Section 7 and elsewhere in this Offer to Purchase, including financial information, has been taken or derived from information furnished to Parent and Purchaser by the Company or on file with the Commission and other public sources, including, among other things, the Company's Annual Reports on Form 10-K for the years ended December 31, 1996 and December 31, 1995 and the Company's Quarterly Reports on Form 10-Q for the nine months ended September 30, 1997 and September 30, 1996. Although Parent and Purchaser do not have any knowledge that would indicate that any statements contained herein are untrue in any material respect, neither Parent nor Purchaser assumes any responsibility for the accuracy or completeness of the information contained therein, or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Parent and Purchaser. General. The Company was formed in 1959 under the name of Bradxxxx, Xxnn & XcDoxxxx, Xxcorporated and later reorganized under the name of BDM International, Inc. (the "Predecessor Company"). The Predecessor Company was a public company from 1980 until 1988, at which time a wholly owned subsidiary of Ford Motor Company acquired all the outstanding stock of the Predecessor Company. In October 1990, a group of investors, including the Carlyle Stockholders, formed the Company and acquired the Predecessor Company. The Company is a multinational information technology company that operates in three interrelated markets: systems and software integration, computer and technical services, and enterprise management and operations. Effective December 31, 1996, the Company reorganized its business operations into five strategic business units: federal systems, state and local systems, enterprise management services, integrated supply chain solutions and BDM Europe. The Company is a Delaware corporation with its principal offices located at 1501 XXX Xxx, XxXxxx, Xxxxxxxx 00000-0000. Xxe telephone number of the Company at such offices is (703) 000-0000. Summary Financial Information. Set forth below is a summary of certain consolidated financial information with respect to the Company taken or derived from the Company's Annual Reports on Form 10-K for the years ended December 31, 1996 and December 31, 1995 and the Company's Quarterly Reports on Form 10-Q for the nine months ended S...
CERTAIN INFORMATION CONCERNING THE COMPANY. The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings and other publicly available information regarding the Company. Neither Parent nor Purchaser has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information is untrue. However, neither Parent nor Purchaser assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such filings, or for any failure by the Company to disclose events that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser.
