CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT. The Purchaser is a newly incorporated Florida corporation and a wholly owned subsidiary of Parent. To date, the Purchaser has engaged in no activities other than those in connection with the Offer. The principal executive offices of the Purchaser are located at 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, telephone (612) 000-0000. The principal executive offices of Parent are located at 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000. The name, business address, citizenship, present principal employment or occupation and employment history for the past five years of each of the directors and executive officers of the Purchaser and Parent are set forth in Schedule A to this Offer to Purchase. Parent, a Delaware corporation, was founded in 1957. Parent's information services businesses, which consist of its Human Resource Services businesses, its Comdata subsidiary and its Arbitron division, provide products and services to customers in the human resources, transportation and media information markets. Except as set forth in this paragraph or elsewhere in this Offer to Purchase, neither the Purchaser nor Parent nor, to the best of their knowledge, any of the persons listed in Schedule A hereto nor any associate or majority owned subsidiary of any of the foregoing, beneficially owns or has a right to acquire any equity securities of the Company, and neither the Purchaser nor Parent nor, to the best of their knowledge, any of the persons or entities referred to above, nor any director, executive officer or subsidiary of any of the foregoing, has effected any transaction in such equity securities during the past 60 days. Xxxxxxxx Xxxxxxx, Chairman and Chief Executive Officer of Parent, and Xxxx X. Xxxxxxxx, Executive Vice President and Chief Financial Officer of Parent, own 2,000 and 500 Shares of the Company, respectively (together constituting less than one percent of the Shares). Except as set forth in this Offer to Purchase, neither the Purchaser nor Parent nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has any contract, arrangement, understanding or relationship (whether or not legally enforceable) with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any of such securities, joint ventures, loan or option arrangements, puts or calls, guar...
CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT. The Purchaser, a Florida corporation, is a wholly owned subsidiary of Parent. It was organized to acquire the Shares and has not conducted any unrelated activities since its organization. The principal offices of the Purchaser are located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. All outstanding shares of capital stock of the Purchaser are owned by Parent. Parent is a diversified, global enterprise engaged in three major business areas: financial and business services, manufactured products and leisure and entertainment. Parent, a Delaware corporation, is headquartered at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (000) 000-0000. Financial Information. Set forth below is certain selected consolidated financial information relating to Parent and its subsidiaries excerpted or derived from the information contained in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as well as Parent's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1994, which are incorporated by reference herein. More comprehensive financial information is included in such reports and other documents filed by Parent with the Commission, and the following summary is qualified in its entirety by reference to such reports and such other documents and all the financial information (including any related notes) contained therein. Such reports and other documents should be available for inspection and copies thereof should be obtainable in the manner set forth below under "Available Information". ITT CORPORATION SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN MILLIONS, EXCEPT PER SHARE DATA) NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ------------------- ----------------------------- 1994 1993 --------- --------- (UNAUDITED) 1993(/1/) --------- 1992(/1/) --------- 1991(/1/) --------- INCOME STATEMENT DATA: Sales and revenues........... $ 16,884 $ 15,530 $21,129 $20,960 $19,510 Income from continuing operations.................. 610 485 661 316 618 Net income (loss)............ 734 694 913 (885) 749 Net income (loss) per share Primary.................... $ 6.02 $ 5.55 $ 7.32 $ (7.93) $ 5.84 Fully diluted.............. $ 5.65 $ 5.23 $ 6.90 $ (6.90) $ 5.49 AT SEPTEMBER 30, AT DECEMBER 31, ----------------------------- 1994 1993(/1/) 1992(/1/) 1991(/1/) ---------------- (UNAUDITED) --------- --------- --------- BALANCE SHEET DATA: Total assets(/2/)............... 62,546 59,935 56,298 42,328 Policy liabilit...
CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT. The Purchaser, a Delaware corporation and a wholly-owned subsidiary of Parent, was organized to acquire the Company and has not conducted any unrelated activities since its organization. The principal offices of the Purchaser are located at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000. All outstanding shares of capital stock of the Purchaser are owned by Parent. Parent is a Delaware corporation with its principal office located at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The common stock, par value $.01 per share, of Parent is traded on the New York Stock Exchange, Inc. ("NYSE"). Parent is the largest independent supplier of automotive seat systems in the world. Parent's principal products include finished automobile and light truck seat systems, automobile and light truck seat frames, seat covers and other seat components. Parent's present customers include 17 OEMs, the most significant of which are Ford, General Motors, Fiat, Chrysler, Volvo, Volkswagen, Saab and Mazda. Set forth below is certain selected historical consolidated financial information with respect to Parent and its subsidiaries excepted or derived from Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the "Parent Form 10-K") and Parent's Quarterly Report on Form 10-Q for the three months ended April 1, 1995 (the "Parent Form 10-Q"), which are incorporated herein by reference, and other documents filed by Parent with the Commission. More comprehensive financial information is included in such reports and other documents filed by Parent with the Commission, and the following summary is qualified in its entirety by reference to such reports and other documents and all the financial information (including any related notes) contained therein. Such reports and other documents should be available for inspection and copies thereof should be obtainable in the manner set forth below under "Available Information." XXXX SEATING CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED ------------------- YEAR ENDED YEAR ENDED SIX MONTHS ENDED YEAR ENDED APRIL 1, APRIL 2, DECEMBER 31, DECEMBER 31, DECEMBER 31, JUNE 30, 1995 1994 1994 1993 1993 1993 -------- -------- ------------ ------------ ------------------- ----------- OPERATING DATA: Net sales.......................... $1,043.5 $ 686.7 $3,147.5 $1,950.3 $ 1,005.2 $ 1,756.5 Operating income................... 47.7 30.3 169.6 79.6 21.8 81.1 Interest ...
CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT. General The Purchaser is a Delaware corporation and a wholly owned subsidiary of Parent. To date it has engaged in no activities other than those incident to its formation and the commencement of the Offer. The principal offices of the Purchaser are located at 1251 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Parent is a Delaware corporation, a wholly owned subsidiary of Philips Holding USA Inc. ("Philips Holding") and an indirect wholly-owned subsidiary of Royal Philips. Parent's activities vary from integrated manufacturing and marketing entities to marketing organizations that sell products imported from Royal Philips and its affiliates or third parties. Based upon sales, Parent's largest businesses are consumer electronics, lighting, semiconductors and components. Parent's principal offices are located at 1251 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. 11 14 Philips Holding is a Delaware corporation and a wholly owned subsidiary of Royal Philips. Philips Holding does not engage in any activities other than those incident to its role as a holding company of Royal Philips. Philips Holding's principal offices are located at 1251 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Royal Philips is a company incorporated under the laws of The Netherlands and is the parent company of the Philips Group. The activities of the Philips Group are organized into product divisions which are responsible for Royal Philips' worldwide business policy. Royal Philips has manufacturing and sales organizations in over 60 countries. Royal Philips delivers products, systems and services in the fields of lighting, consumer electronics and communications, domestic appliances and personal care, components, semiconductors, medical systems, business electronics and information technology. Royal Philips' principal executive offices are located at Rembrandt Towex, Xxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx. Financial Information Set forth below is certain summary consolidated financial information of Royal Philips derived from its Annual Report on Form 20-F for the year ended December 31, 1998. The complete set of financial statements of Royal Philips for the year ended December 31, 1998 as well as the notes thereto and additional comprehensive financial information (including management's discussion and analysis of financial condition and results of operations) is included in the Royal Philips Form 20-F for the year ended December 31, 1998 and other documents file...
CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT. THE PURCHASER. The Purchaser, a newly incorporated Delaware corporation and a wholly owned subsidiary of Parent, has not conducted any business other than in connection with the Offer and the Merger Agreement. All of the issued and outstanding shares of capital stock of the Purchaser are beneficially owned by Parent. The principal address of the Purchaser is Xxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx 00000. The telephone number of the Purchaser at such office is (000) 000-0000.
