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. 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. 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 has 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. 9 Certain Information Concerning Purchaser, Xxxxxxxxxx and Holdings..................................... 10
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. 9 9. Certain Information Concerning the Purchaser and Parent................................................. 11 10. Background of the Offer; Contacts with the Company; Employment Agreements.................................. 13 11. Certain Conditions of the Offer...................... 16 12. Purpose of the Offer; Plans for the Company; the Merger................................................. 18 13.
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. Neither Purchaser nor Parent assumes 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 which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. General. The Company is a California corporation with its principal executive offices located at 0000 Xxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000- 0000. According to the Company's annual report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Form 10-K"), the Company designs, manufactures, markets and supports advanced single-wafer rapid thermal processing equipment used in manufacturing integrated circuits. Historical Financial Information. Set forth below is certain selected consolidated financial data relating to the Company and its Subsidiaries. The selected consolidated financial data as of and for the years ended September 30, 1995 to 1998 have been excerpted or derived from the audited financial statements contained in the 1998 Form 10-K and the Company's Form 10-K for the fiscal year ended September 30, 1997. The selected consolidated financial data as of and for the three months ended December 31, 1997 and 1998 have been derived from unaudited financial statements that have been prepared on the same basis as the audited financial statements and, in the opinion of the Company, include all adjustments necessary for a fair statement of the results for the unaudited periods. Operating results for the three months ended December 31, 1998 are not necessarily indicative of the results that may be expected for the entire year ending September 30, 1999. More comprehensive financial information is included in the Form 10-K and other documents filed by the Company with the Commission. The financial data that follow are qualified in their entirety by reference to such reports and other documents, including the financial statements and related notes contained therein. Such reports and other documents may be examined and copies may be obtained from the of...
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 Parent nor Purchaser has any knowledge that would indicate that statements contained herein based upon such documents are untrue, neither Parent nor Purchaser assumes 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 which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser. According to the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 1999 (the "Company's 10-K"), the Company designs, manufactures and markets integrated access products for telecommunications service providers. The Company entered the integrated access device ("IAD") equipment market in December 1991 with the introduction of the first of a family of integrated multiple access communications systems ("IMACS") products. The IMACS products are designed to enable public carriers to provide their business customers with flexible, cost-effective and reliable access to telecommunications services. The IMACS products provide access to numerous services, including plain old telephone service ("POTS"), Centrex, digital data networks ("DDN"), integrated services digital networks ("ISDN"), frame relay, and asynchronous transfer mode ("ATM") services. The IMACS platform allows carriers to offer a variety of value-added services, switching technologies and transmission technologies to their business customers through a single access device. In fiscal 1998, the Company introduced two new integrated access products, the SlimLine and the StreamLine, which address simpler, single T1 access applications, and, in fiscal 1999, the Company introduced the Q-155 broadband IAD that combines Synchronous Optical Network ("SONET")/Synchronous Digital Hierarchy ("SDH"), time division multiplexing ("TDM") and ATM technologies in a single platform. The Company's products are distributed and serviced worldwide primarily through strategic distribution relationships with significant telecommunications equipment vendors. The Company co...
