Pannekoeken Files For Chapter 7 Liquidation
MINNEAPOLIS,MN - Oct. 21, 1996 - Sytjes Pannekoeken Huis Restaurants, Inc. announced today that
it has converted its pending Chapter 11 reorganization into a Chapter 7 liquidation proceeding under the
Bankruptcy Code. Operations at franchised stores in Long Lake, Fridley, Maplewood and Rochester are
not affected by this action. It is anticipated that operations of the Company's stores will be transferred
shortly to the U.S. Trustee and a Chapter 7 Trustee.
Todd D. Novaczyk, the Company's President, stated that "despite our significant efforts over the past 7
months to reorganize the Company and recapitalize it, the business continued to deteriorate throughout
the summer and cash flows are now insufficient to allow for recovery, despite the patronage of our many
loyal customers and the tremendous efforts of our dedicated employees who continued to work
throughout the reorganization attempt."
SOURCE Sytjes Pannekoeken Huis Restaurants, Inc. /CONTACT: Todd D. Novaczyk, President of
Integrated Health Services to Acquire Coram Healthcare Via a Merger; Creates One of the Largest
Home Health and Post-Acute Companies
OWINGS MILLS, Md., and DENVER, CO - Oct. 21, 1996 - Integrated Health Services, Inc. (NYSE:
IHS) and Coram Healthcare (NYSE: CRH) today jointly announced that they have entered into a
definitive merger agreement pursuant to which Integrated Health Services will acquire Coram. The
consolidated company will be the nation's second largest home health company and the largest
post-acute care company offering a broad spectrum of services including home nursing services, home
infusion services, subacute care, inpatient and outpatient rehabilitation services, skilled nursing facility
care, hospice and diagnostic services. Coram is the largest provider of home infusion services with
annualized revenues of $532 million and 112 locations in 43 states.
Under terms of the agreement, Coram stockholders will receive approximately $5.50 in value in IHS
common stock for each share owned of Coram common stock with a fixed exchange rate. The agreement
specifies that IHS will issue 0.2111 shares of IHS common stock for each share of Coram common stock
currently outstanding. When the acquisition is consummated, IHS will issue approximately 10.8 million
shares of common stock. At September 30, 1996 IHS had 23,117,904 shares of common stock
outstanding. The equity value of the merger is approximately $280 million, based on the exchange terms.
The total value of the transaction, including the assumptions of Coram's debt by IHS and other financial
obligations, will approximate $655 million. Excluding transaction costs, IHS expects this merger to be
accretive to its earnings per share in 1997 and thereafter.
Mr. Don Amaral, CEO and President of Coram has signed a one year agreement to remain with IHS
after the merger as CEO of Coram and to continue to run Coram's operations. "We are delighted that
Don has agreed to remain with the company," said Dr. Robert N. Elkins, Chairman and CEO of IHS.
"This was an important component of the transaction. Don has done a tremendous job in turning around
Coram since he joined the company in October 1995. His experience and expertise will permit a much
smoother integration and allow him to continue improving the company."
IHS has negotiated a settlement of the litigation involving Coram and Caremark International, a wholly
owned subsidiary of MedPartners, Inc. (NYSE: MDM). The proposed settlement is contingent upon
consummation of the merger between IHS and Coram. The lawsuit stems from the sale of Caremark's
home infusion business to Coram in April 1995. The suit and its counterclaims allege misrepresentations
of various types by each company. Under the proposed settlement agreement, notes of approximately
$111 million that are now payable by Coram to Caremark will be canceled and replaced with a new
two- year note in the principal amount of $57.5 million.
Upon completion of the acquisition, Integrated Health Services will operate over 700 home health
branch locations in 44 states, have over 14 million annualized home health visits and over $1.2 billion
in home health revenue. Additionally, IHS will be a market leader in the two largest home health sectors
- home nursing services and home infusion services - and have geographic coverage which will allow
IHS to provide infusion services to 90 percent of the country's population. IHS will have a total of over
1,100 post- acute service locations in 47 states.
The transaction, which has been unanimously approved by the Board of Directors of each company, is
subject to various conditions prior to closing, including approval by IHS and Coram stockholders,
approval by IHS' senior lenders, receipt of an opinion that the merger will be treated as a pooling of
interests and a tax-free reorganization for accounting and financial reporting purposes, and certain
regulatory approvals. Closing of the merger is expected during the first quarter of 1997.
"Our strategy remains the development of post-acute care networks which provide care to patients
throughout their episode of treatment and to focus on the managed care payor," said Dr. Elkins. "Home
health care is a critical component of our network because of its cost-effectiveness and the trend for
earlier discharge of patients from hospitals, subacute care units and skilled nursing facilities. Home care
complements our post-acute network strategy by providing managed care companies the opportunity for
one-stop- shopping for home health and other post-acute services."
Dr. Elkins continued, "This acquisition of Coram is a strategic fit for the Company because there is an
85 percent overlap with existing IHS post- acute networks. The addition of Coram, which is the largest
home infusion company in the country, will make IHS a much broader based home health provider in
terms of the services we offer and locations. We will now be one of the largest companies in the home
care industry, which creates many economies of scale and increases our geographic coverage. This will
make us very attractive to managed care companies in order to obtain contracts. IHS will be the only
company that is a market leader in home nursing services, home infusion services and subacute care.
"The Coram acquisition also offers many synergies and the development of market opportunities. Our
existing home health network of approximately 600 agencies primarily provides home nursing services
and very little home infusion services. With the addition of Coram, we will be able to also market home
infusion services through these agencies. Similarly, Coram's 112 branches primarily provide home
infusion services and after the merger they will be able to offer patients home nursing services as well."
"We believe this merger will enhance services available to our patients and payors," stated Don
Amaral. "We will be a much stronger company included as part of IHS' post-acute network. Our
network of home infusion branches, our chronic oral and injectable drug therapy services, and our
network management capabilities are a perfect match with IHS' post-acute care network. This is a great
combination - offering an integrated continuum of care for patients and a national 'one-stop-shop' for
managed care organizations."
For the year ended December 3l, 1995, Integrated Health Services reported net revenues of $1.2 billion
and earnings before non- recurring charges and extraordinary items of $56 million. For the three months
ended June 30, 1996, IHS reported net revenues of $336 million and earnings before extraordinary items
of $15 million. For the year ended December 31, 1995, Coram reported net revenues of $603 million
and a net loss of $334 million. For the three months ended June 30, 1996, Coram reported net revenues
of $133 million and a net loss of $11 million before a non-recurring charge.
Smith Barney has acted as financial adviser to IHS. Union Bank of Switzerland and Donaldson, Lufkin
& Jenrette acted as financial advisers to Coram.
Coram Healthcare is the nation's leading provider of home intravenous therapy. Coram's mission is to
work with patients, physicians, managed care organizations and other health care providers to develop
better models of care for those with serious or chronic medical conditions.
Integrated Health Services is a highly diversified health services provider, offering a broad spectrum of
post-acute medical and rehabilitative services through its nationwide healthcare network. IHS's
post-acute services include subacute care, home health care, inpatient and outpatient rehabilitation,
respiratory therapy, hospice care, and diagnostic services. Supporting the full continuum of health care
needs, IHS currently operates over 1,000 post-acute service locations in 40 states throughout the U.S.
Note: This release is available on the Internet: http://www.ihs-inc.com.SOURCE Integrated Health
Services, Inc. /CONTACT: Robert N. Elkins, M.D., Chairman & CEO, or Marc B. Levin, Executive
Vice President, both of Integrated Health Services, Inc., 410-998-8400; or Anthony J. Russo, Ph.D., of
Noonan/Russo Communications Inc., 212-696-4455 ext. 202; or Investors - Richard M. Smith, 303-672-
8717, or Media - Lawrence Watts, 303-672-8728, both of Coram Healthcare/
Deluxe Reports Third Quarter Sales and Earnings
ST. PAUL, Minn., Oct. 21, 1996 - Deluxe Corporation (NYSE: DLX) reports that sales for the third
quarter were $460,520,169, up 2.5 percent from the third quarter of 1995, when sales from continuing
operations were $449,201,845. Net earnings from continuing operations for the period were
$33,523,574, or $.41 per share, up 10.8 percent from $30,257,464, or $.37 per share, a year ago.
Sales from continuing operations for the first nine months of 1996 reached $1,415,188,002, up 4.3
percent from $1,356,856,677 a year ago. Net earnings from continuing operations for the period were
$90,500,686, or $1.10 per share, compared to $95,552,061, or $1.16 per share, a year ago. The 1996
nine-month results include a pretax restructuring charge of $34,833,000, or $.25 per share after tax,
related to the closing of 21 check printing plants and moving PaperDirect's operations from New Jersey
to existing company facilities in Colorado and Minnesota.
The company had an average of 82,331,984 shares outstanding for the quarter and 82,374,954 shares
outstanding for the nine-month period.
Chairman and Chief Executive Officer J. A. (Gus) Blanchard said Deluxe remains in transition but is
making solid progress in executing its new growth strategy. That strategy, he said, is to focus and expand
the products and services Deluxe provides to U.S. and international financial institutions.
"Our corporate transformation is continuing essentially as we expected it would," Blanchard said. "This
complex process includes the closing down or sale of some product lines and units and the acquisition
of others, while at the same time we are radically altering the internal operations and cost structure of
the existing businesses. As we simultaneously divest and add capabilities, these changes will bring
one-time gains or losses and result in a changing revenue and profit model from continuing operations.
The recently completed third quarter clearly demonstrates this reality."
Significant third quarter developments include Deluxe's purchase in July of American (renamed Deluxe)
Data Resources, which supplies proprietary homeowner, consumer, and market research information
that FIs and retailers use for database marketing. In August, Deluxe formed an alliance with Online
Resources & Communications Corp. in which Deluxe will market Online's home banking and bill
payment service to the financial industry. Also, Deluxe has announced that it is engaged in discussions
with HCL Corp. of India to form a joint venture that will focus on modernizing India's banking system
and making HCL's software strengths available to the U.S. financial industry.
Deluxe also continued to evaluate businesses not within its new strategic focus. During the quarter, the
company completed the sale of its internal bank forms unit and its consumer software business. In a
related move announced in August, Deluxe hired the investment banking services of Merrill Lynch to
assess and value a number of the company's Deluxe Direct catalog- based businesses. This assessment,
Blanchard said, should be completed by early 1997. Earlier this month, the company completed the sale
of its health care forms business. The company has also engaged in discussions to sell its credit-card
processing subsidiary, Financial Alliance Processing Services, Inc.
During the quarter, Deluxe's new order processing and information system entered the pilot phase, with
a small number of Eastern banks "migrating" to the new system. When completed, Mr. Blanchard said,
"The new system will allow Deluxe to consolidate its manufacturing operations from 36 to 15 plants."
During the quarter, Deluxe closed its fifth plant of the seven to close this year.
The company also announced its intention to build DeluxeNet, a $20 million telecommunications
network that will link all Deluxe facilities and connect Deluxe with its customers and business partners.
Also during the quarter, the company hired former Citibank/Diners Club executive Robert H. Rosseau to
be the president of Deluxe Data Systems. Deluxe has indicated that it is formulating plans to invest in
Deluxe Data Systems' infrastructure and operating processes as part of elevating the unit in Deluxe's
overall electronic payments strategy.
The company will hold a teleconference today at noon central time. Senior management will meet with
security analysts and portfolio managers in Minneapolis on November 13.
CONDENSED STATEMENTS OF INCOME
QUARTER ENDED SEPTEMBER 30
DOLLARS IN MILLIONS EXCEPT PER SHARE
Sales $460.5 $449.2
Cost of Goods Sold 209.7 202.1
Gross Profit 250.8 247.1
Selling/General & Administrative 176.4 171.0
Employee Sharing 18.5 20.1
Non-Operating (Income) Expense (2.1) 2.2
Pretax Income 58.0 53.8
Income Tax 24.5 23.5
Income From Continuing Operations 33.5 30.3
Loss From Discontinued Operations (Net
of Income Taxes) -- (.9)
Net Income $33.5 $29.4
Earnings Per Share:
Continuing Operations $.41 $.37
Discontinued Operations -- (.01)
Earnings per Share $.41 $.36
CONDENSED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30
DOLLARS IN MILLIONS EXCEPT PER SHARE
Sales $1,415.2 $1,356.9
Cost of Goods Sold 671.9 612.7
Gross Profit 743.3 744.2
Selling/General & Administrative 530.2 514.1
Employee Sharing 57.2 62.5
Non-Operating Expense 0.4 0.7
Pretax Income 155.5 166.9
Income Tax 65.0 71.3
Income From Continuing Operations 90.5 95.6
Loss From Discontinued Operations (Net
of Income Taxes) -- (2.7)
Net Income $90.5 $92.9
Earnings Per Share:
Continuing Operations $1.10 $1.16
Discontinued Operations -- (.03)
Earnings Per Share $1.10 $1.13
CONDENSED BALANCE SHEET
Sept. 30, Dec. 31,
Current Assets $393.4 $381.1
Property, Plant, & Equipment - NET 458.6 494.2
Other Investments 52.6 48.1
Intangibles - NET 377.8 371.7
TOTAL ASSETS $1,282.4 $1,295.1
LIABILITIES & EQUITY
Current Liabilities $357.7 $368.8
Long-Term Debt 110.4 111.0
Deferred Credits 36.9 34.9
Shareholders' Equity 777.4 780.4
TOTAL LIABILITIES & EQUITY $1,282.4 $1,295.1
SHARES OUTSTANDING 82.3 82.4
SOURCE Deluxe Corporation /CONTACT: Stuart Alexander, Vice President, Corporate Public
Relations, 612-483-7358; or Charles M. Osborne, Senior Vice President, Chief Financial Officer,
612-483-7355, both of Deluxe Corporation/
PSC Inc. Announces Third Quarter Results
ROCHESTER, N.Y., Oct. 21, 1996 - PSC Inc. (Nasdaq: PSCX) the leading manufacturer of laser-based
bar code scanners, today reported results for the three and nine months ended September 27, 1996.
Results of 1996 operations include the results of the Data Capture Group of Spectra-Physics AB of
Sweden, acquired on July 12, 1996. The Data Capture Group consisted of Spectra Physics Scanning
Systems, Inc., located in Eugene, Oregon, TxCOM, S.A. located in Paris, France and various other
assets and offices ("Spectra") located throughout the world.
Net sales for the quarter ended September 27, 1996 totaled $46.5 million versus $22.5 million in the
comparable period last year. Net income for the 1996 third quarter would have been $0.6 million or
$0.05 per share, excluding pre-tax acquisition related charges of $60.1 million for an in-process
research and development write-off, a $10.0 million restructuring charge and a $5.2 million provision
for disposal of a business segment. Including the one- time acquisition related charges, the Company
reported a net loss after-tax for the third quarter of $48.8 million or $4.48 per share.
The third quarter acquisition related charges consisted of a $60.1 million write-off of acquired
in-process research and development technology related to the Company's acquisition of Spectra, now
known as PSC Scanning, Inc. In addition, a $10.0 million restructuring charge provides for
consolidation of the Company's Florida manufacturing and engineering facility into its Rochester, New
York operation, elimination of duplicative products and technologies between the Company and Spectra
and certain personnel reductions. Finally, the Company is providing a $5.2 million provision to dispose
of certain business segments which were acquired as part of the Spectra acquisition.
Net sales for the nine months ended September 27, 1996 totaled $90.0 million versus $66.1 million in
the comparable period last year. Net income for the nine months would have been $1.2 million or $0.12
per share, but due to the aforementioned charges, the Company reported a net loss of $48.1 million or
$4.68 per share.
Commenting on these results, L. Michael Hone, Chairman and CEO, stated, "While the Spectra
acquisition is being integrated into PSC, the early results are very encouraging. Our combined business
partners have viewed the combination favorably, and we feel the long-term benefits will be all that we
expected to gain from the acquisition." Hone continued, "This acquisition allows us to stay very focused
on our core business and improve our operational efficiencies."
PSC manufactures the world's most comprehensive line of laser-based hand-held and fixed position bar
code scanners, bar code engines and verifiers and automated carton dimensioning systems. These
products are used in automatic data collection solutions in the retail, manufacturing, transportation,
distribution and health care industries, and government. Headquartered in Rochester, New York, PSC
has manufacturing facilities in Rochester, New York; Eugene, Oregon; Orlando, Florida; and Paris,
France. PSC has sales and service offices throughout the Americas, Europe, Asia and Australia.
PSC Inc. & Subsidiaries
Condensed Consolidated Statements of Operations
(All Amounts in Thousands, Except Per Share Data)
Three Months Ended Nine Months Ended
Sept. 27 Sept. 30 Sept. 27
1996 1995 1996 1995
Net Sales $46,486 $22,483 $90,037
Cost of Sales 26,203 13,588 52,034
Gross Profit 20,283 8,895 38,003
& Development 3,655 1,238 7,046
& Administrative 11,430 5,401 24,456
Acquisitions 1,447 219 1,893
Other Costs 70,068 0 70,068
Income (Loss) from
Operations (66,317) 2,037 (65,460)
Interest and Other
Income/(Expense), Net (2,642) 429 (2,473)
Income (Loss) from
Continuing Operations before
Income Tax Provision/
(Benefit) (68,959) 2,466 (67,933)
Income Tax Provision/
(Benefit) (25,515) 900 (25,135)
Income (Loss) from
Continuing Operations (43,444) 1,566 (42,798)
Loss from Discontinued
Operations, Net of Tax 114 0 114
Loss on Disposal of
Net of Tax Benefit 5,217 0 5,217
Total Loss from
Discontinued Operations 5,331 0 5,331
Net Income (Loss) ($48,775) $1,566 ($48,129)
Net Income (Loss) Per Common &
Common Equivalent Share:
Continuing Operations ($3.99) $0.15 ($4.17)
Discontinued Operations (0.49) 0.00 (0.52)
Net Income (Loss) ($4.48) $0.15 ($4.68)
Weighted Average Number
of Common & Common Equivalent
Shares Outstanding 10,895 10,743 10,274
PSC Inc., & Subsidiaries
Consolidated Balance Sheets
(All Amounts in Thousands)
Sept. 27 Dec. 31
ASSETS 1996 1995
Cash and Short-Term
Investments $11,969 $5,538
Marketable Securities 0 4,204
Accounts Receivable, Net 29,274 15,897
Inventories 19,874 10,440
Prepaid Expenses and Other 6,051 623
Total Current Assets 67,168 36,702
Property, Plant and Equipment,
Net 35,040 22,157
Deferred Tax Assets 22,598 1,506
Intangible and Other Assets,
Net 65,224 10,872
Total Assets $190,030 $71,237
LIABILITIES & SHAREHOLDERS' EQUITY
Current Portion of Long-Term
Debt $7,828 $131
Accounts Payable 16,499 8,397
Accrued Expenses 24,195 6,202
Accrued Payroll and
Commissions 1,151 1,237
Accrued Acquisition Related
Restructuring Costs 4,969 338
Total Current Liabilities 54,642 16,305
Long-Term Debt, Less Current
Maturities 119,647 492
Other Long-Term Liabilities 1,915 1,113
Common Shares 111 100
Additional Paid-in Capital 54,686 45,881
Retained Earnings (40,581) 7,548
Adjustment (153) 35
Less Treasury Shares (237) (237)
Total Shareholders' Equity 13,826 53,327
Total Liabilities and
Shareholders' Equity $190,030 $71,237
SOURCE PSC, Inc./CONTACT: William Woodard of PSC, Inc., 716-265-1600/
The Italian Oven Files Chapter 11
LATROBE, Pa., Oct. 21, 1996 - The Italian Oven, Inc. (Nasdaq: OVEN) announced today that it had
filed for protection from creditors while seeking reorganization through the Bankruptcy Court in
Pittsburgh, Pennsylvania. The Company operates twenty-one company owned Italian Oven restaurants in
five states and has seventy-four franchised locations in sixteen states.
J. Garvin Warden of Cornerstone Capital Advisors, Ltd. was appointed Chief Executive Officer by the
Board of Directors in June of this year. As part of the Company's ongoing efforts to address its financial
restructuring, Mr. Warden said the Company and Wheat First, the Company's investment bank, had
recently been in discussions with several parties who were considering making a substantial investment
in the Company; however, none of those parties was willing to consider committing funds without the
protection afforded by the reorganization process of the Court under Chapter 11 of the United States
Bankruptcy Code. The Company intends to continue all Company owned stores operating, plans no
immediate layoffs and intends to keep fully supporting its franchisees.
SOURCE Italian Oven, Inc. /CONTACT: J. Garvin Warden of Italian Oven, 412-537-8340/