SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-83734
J. B. WILLIAMS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1387159
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification number)
65 HARRISTOWN ROAD
GLEN ROCK, NEW JERSEY 07452
(Address of Principal Executive Offices, including Zip Code)
(201) 251-8100
(Registrant's Telephone Number, Including Area Code)
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 period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No x
--- ---
Number of shares of the issuer=s Common Stock, par value $0.01, outstanding as
of October 31, 1998: 10,000
J.B. Williams Holdings, Inc.
I N D E X
PAGE
Part I - Financial Information
Item 1: Financial Statements (Unaudited):
Condensed Consolidated Statements of 3
Operations for the Three Months and Nine
Months Ended September 30, 1998 and September
30, 1997
Condensed Consolidated Balance Sheets at 4
September 30, 19984 and December 31, 1997
Condensed Consolidated Statements of Cash 5
Flows for the Nine Months Ended September 30,
1998 and September 30, 1997
Notes to Condensed Consolidated Financial 6
Statements
Item 2: Management's Discussion and Analysis of 8
Financia Condition and Results of Operations
Part II - Other Information
Item 2: Changes in Securities 14
Item 6: Exhibits and Reports on Form 8-K 14
Signature 15
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J.B. Williams Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In Thousands)
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30,
------------- -------------
1998 1997 1998 1997
---- ---- ---- ----
Net sales ............................ $ 20,025 $ 15,379 $ 50,744 $ 38,892
Cost of sales ........................ 8,558 5,747 19,375 12,783
-------- -------- -------- --------
Gross margin ......................... 11,467 9,632 31,369 26,109
Distribution and cash discounts ...... 1,735 1,122 4,560 3,128
Advertising and promotion ............ 4,675 3,134 13,405 8,821
Selling, general and administrative .. 2,333 2,503 7,770 6,658
expense
Depreciation and amortization ........ 1,037 1,205 3,096 3,386
-------- -------- -------- --------
Operating income ..................... 1,687 1,668 2,538 4,116
Other income ......................... -- -- -- (750)
Interest expense-net ................. 1,464 1,289 4,364 3,724
-------- -------- -------- --------
Income (loss) before income taxes .... 223 379 (1,826) 1,142
Income tax provision (benefit) ....... 87 148 (712) 445
-------- -------- -------- --------
Net income (loss) .................... $ 136 $ 231 $ (1,114) $ 697
======== ======== ======== ========
Retained earnings, beginning of period $ 6,238 $ 7,380 $ 7,488 $ 6,915
Retained earnings, end of period ..... $ 6,374 $ 7,612 $ 6,374 $ 7,612
Income per share: Basic .............. $ 13.91 $ 25.66 $(113.94) $ 77.44
Income per share: Diluted ............ $ 14.20 $ 24.66 $(116.34) $ 74.41
Average basic shares outstanding ..... 9,777 9,000 9,777 9,000
Average diluted shares outstanding ... 9,575 9,366 9,575 9,366
See Notes to Condensed Consolidated Financial Statements
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J.B. Williams Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In Thousands)
At September At December
------------ -----------
30, 1998 31, 1997
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ASSETS
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Current Assets:
Cash and cash equivalents ............ $ 1,982 $ 7,375
Accounts receivable, net ............. 12,347 13,758
Inventories .......................... 14,469 9,200
Other current assets ................. 1,199 636
-------- --------
Total Current Assets .............. 29,997 30,969
-------- --------
Property and Equipment, Net ............... 1,277 943
Intangible Assets, Net .................... 43,417 45,692
Other Assets .............................. 3,648 3,867
-------- --------
TOTAL ASSETS .............................. $ 78,339 $ 81,471
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable ..................... $ 4,669 $ 3,318
Accrued expenses and other liabilities 6,677 9,848
-------- --------
Total Current Liabilities ......... 11,346 13,166
-------- --------
Due To Sellers Of Acquired Businesses ..... 674 872
-------- --------
Long Term Debt ............................ 50,345 50,345
-------- --------
Shareholder's Equity:
Common stock and paid-in capital ..... 10,796 9,600
Notes receivable from stock sales .... (1,196) --
Retained earnings .................... 6,374 7,488
-------- --------
Total Shareholder's Equity ........... 15,974 17,088
-------- --------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 78,339 $ 81,471
======== ========
See Notes to Condensed Consolidated Financial Statements
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J.B. Williams Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In Thousands)
Nine Months Ended September 30,
-------------------------------
1998 1997
---- ----
OPERATING ACTIVITIES:
Net income(loss) .......................................... $ (1,114) $ 697
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of intangibles and debt issuance costs ... 2,733 3,084
Depreciation and amortization of property and equipment 363 302
Changes in operating assets and liabilities:
Accounts receivable ................................... 1,411 (1,320)
Inventories ........................................... (5,269) (1,230)
Other current asset ................................... (563) (409)
Accounts payable ...................................... 1,351 (917)
Accrued expenses and other liabilities ................ (3,369) 980
Other assets .......................................... (243) (85)
-------- --------
Net Cash Provided by (Used in) Operating Activities .......... (4,700) 1,102
-------- --------
INVESTING ACTIVITIES
Acquisition of San Francisco Soap Business
and related assets ........................................ -- (11,704)
Acquisition of Viractin Business and related assets ....... -- (4,692)
Purchase of property and equipment ........................ (693) (245)
-------- --------
Net Cash Used In Investing Activities ........................ (693) (16,641)
-------- --------
Decrease in Cash and Cash Equivalents ........................ (5,393) (15,539)
Cash and cash equivalents, beginning of year ................. 7,375 21,201
-------- --------
Cash and Cash Equivalents, End of Period ..................... $ 1,982 $ 5,662
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid ............................................ $ 618 $ 424
Interest paid ................................................ $ 6,041 $ 6,041
See Notes to Condensed Consolidated Financial Statements
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J.B. Williams Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. BASIS OF ACCOUNTING AND ORGANIZATION
The consolidated financial statements include J.B. Williams Holdings, Inc.
and its wholly-owned subsidiaries: J.B. Williams Company, Inc., After Shave
Products Inc., Pre-Shave Products Inc., Hair Care Products Inc., and CEP
Holdings Inc. (collectively the "Company"). Brynwood Partners II L.P., a
private partnership formed under Delaware law, is the owner of all of the
issued and outstanding capital stock of the Company.
The accompanying unaudited condensed consolidated financial statements as
of September 30, 1998 and for the three month and nine month periods ended
September 30, 1998 and 1997 have been prepared in accordance with the
instructions to Form 10-Q. All adjustments which, in the opinion of the
management of the Company, are necessary for a fair presentation of the
condensed consolidated financial statements for the three month and nine
month periods ended September 30, 1998 and 1997 have been reflected. All
such adjustments are of a normal recurring nature. The September 30, 1998
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto for the year
ended December 31, 1997 included in the Company's Annual Report on Form
10-K.
The results of operations for the period ended September 30, 1998 are not
necessarily indicative of the operating results for the full year.
2. LONG TERM DEBT
Long term debt consists of $50.3 million 12% Senior Notes, due 2004 (the
"Senior Notes").
3. FINANCIAL INFORMATION CONCERNING GUARANTORS
The Senior Notes are guaranteed by each of the Company's wholly-owned
subsidiaries, which constitute all of the Company's direct or indirect
subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantors have
fully and unconditionally guaranteed the Senior Notes on a joint and
several basis; and the aggregate assets, liabilities, earnings and equity
of the Subsidiary Guarantors are substantially equivalent to the assets,
liabilities, earnings and equity of the Company on a consolidated basis.
There are no restrictions on the ability of the Subsidiary Guarantors to
make distributions to the Company. In management's opinion separate
financial statements and other disclosures concerning the Subsidiary
Guarantors would not be material to investors. Accordingly, separate
financial statements and other disclosures concerning the Subsidiary
Guarantors are not included herein.
-6-
4. OTHER INCOME
The Company received a one-time payment of $750,000, in January 1997,
representing a break-up fee payable to the Company pursuant to the terms of
a letter of intent entered into by the Company in connection with a
potential transaction.
5. ACQUISITIONS
In August 1997, the Company purchased certain assets associated with the
Viractin and San Francisco Soap Company brands from Virotex Corp. and
Avalon Natural Cosmetics, Inc., respectively. Additionally, in October 1997
the Company acquired certain assets associated with the Cepacol business in
Canada from Hoechst Marion Roussel Canada, Inc. These acquisitions
consisted primarily of the trademarks, patents, inventories, formulas,
marketing materials and customer lists associated with each of these
businesses. Each of these businesses did not comprise a separate business
unit of the prior owner. Accordingly, other than net sales, there is no
financial or operating data available for these businesses. The
acquisitions were accounted for using the purchase method of accounting in
accordance with Accounting Principle Board Opinion No. 16 "Business
Combinations".
The cost of the Viractin business was approximately $4,692,000 of which
$550,000 was allocated to the fair value of the tangible assets acquired
and $4,142,000 was allocated to intangibles. The cost of the San Francisco
Soap Company business was approximately $11,704,000 of which $7,740,000 was
allocated to the fair value of tangible assets acquired and $3,964,000 was
allocated to intangibles. In both of these transactions there are
additional contingent payments tied to annual net sales during the five
year period following each respective closing date. The cost of the Cepacol
(Canada) business was approximately $1,490,000, all of which was allocated
to intangibles.
6. CHANGES IN SECURITIES
As of March 1, 1998, the Company had issued 1,000 shares of common stock
for an aggregate purchase price of $1,196,233. These shares were issued to
certain employees of the Company as a result of the exercise of options
issued to the employees under the Company=s 1994 Stock Option Plan. The
shares were in each case paid for by a recourse promissory note in favor of
the Company.
7. RECLASSIFICATIONS
Certain reclassifications have been made to the 1997 financial statements
to conform with the current year's presentation.
-7-
J. B. Williams Holdings, Inc.
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations
GENERAL
J. B. Williams Holdings, Inc. (the "Company"), through its subsidiaries,
distributes and sells personal and health care products in the United States,
Canada and Puerto Rico. During August 1997 the Company added to its personal
care products business with the acquisition of the San Francisco Soap Company
brand from Avalon Natural Cosmetics, Inc. It also added to its health care
products business with the August 1997 acquisition of the Viractin brand from
Virotex Corp., the October 1997 acquisition of the Cepacol business in Canada
from Hoechst Marion Roussel Canada, Inc.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1998
The following table sets forth certain operating data for the three months ended
September 30, 1998 and 1997.
Three Months Ended September 30,
--------------------------------
(In Thousands)
Personal Care Products Health Care Products Total Company
---------------------- -------------------- -------------
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
Net Sales ...................... $13,966 $ 9,577 $ 6,059 $ 5,802 $20,025 $15,379
Cost of Goods Sold ............. 6,458 4,084 2,100 1,663 8,558 5,747
------- ------- ------- ------- ------- -------
Gross Margin ................... 7,508 5,493 3,959 4,139 11,467 9,632
Distribution and Cash Discounts 1,176 632 559 490 1,735 1,122
Advertising and Promotion ...... 3,683 1,844 992 1,290 4,675 3,134
------- ------- ------- ------- ------- -------
Brand Contribution ............. $ 2,649 $ 3,017 $ 2,408 $ 2,359 5,057 5,376
======= ======= ======= =======
Selling, General and Admin. Exp 2,333 2,503
Depreciation and Amortization 1,037 1,205
------- -------
Operating Income 1,687 1,668
Interest Expense, Net 1,464 1,289
------- -------
Income Before Income Taxes 223 379
Income Tax Provision 87 148
------- -------
Net Income $ 136 $ 231
======= =======
For the three month period ended September 30,1998, net sales increased 30.2% to
$20,025,000 from $15,379,000 for the same period in 1997. This increase is
entirely related to the new businesses either acquired or introduced in 1997.
Excluding these new products, sales of the base products would have been down
approximately 8% versus sales during the same period in 1997. This decrease in
sales of the base business products is primarily related to trade concerns about
the possibility of another weak cough/cold season and inventory reduction
programs initiated by our trade customers. In spite of these factors, brand
shares for all base business products, except Cepacol mouthwash, continue to
show improvement versus the same period in 1997.
-8-
For the three month period ended September 30, 1998, cost of goods sold
increased 48.9% to $8,558,000 from $5,747,000 for the same period in 1997. This
increase is primarily related to the higher sales volumes and to higher
manufacturing costs, particularly costs related to the transition of the San
Francisco Soap Company products to new contract manufacturers and assembly costs
related to the 1998 San Francisco Soap Spring and Holiday gift set programs.
For the three month period ended September 30,1998, distribution expenses and
cash discounts increased 54.6% to $1,735,000 from $1,122,000 for the same period
in 1997. This increase is due to the increased sales volumes and storage costs
related to generally higher levels of inventory.
For the three month period ended September 30, 1998, advertising and promotion
expenses increased 49.2% to $4,675,000 from $3,134,000 for the same period in
1997. This increase is entirely related to marketing support programs associated
with the newly acquired businesses and with introductory expenses associated
with the Total Hair Fitness brand.
For the three month period ended September 30, 1998, selling, general, and
administrative expenses decreased 6.8% to $2,333,000 from $2,503,000 for the
same period in 1997. This decrease is related to the elimination of certain
accrued expenses partially offset by a combination of increased staffing levels
related to the new businesses and higher broker commission payments associated
with the increase in net sales.
For the three month period ended September 30, 1998, depreciation and
amortization decreased 13.9% to $1,037,000 from $1,205,000 for the same period
in 1997. This decrease reflects that certain intangible assets associated with
the acquisition of the men=s personal care business are now fully amortized.
For the three month period ended September 30, 1998, interest expense, net of
interest income, increased 13.6% to $1,464,000 from $1,289,000 for the same
period in 1997. As a result of the acquisitions made during the second half of
1997, cash and cash equivalents decreased significantly from previous year
balances. This decrease in cash has resulted in a corresponding decrease in
interest income, thereby resulting in an overall increase in net interest
expense.
For the three month period ended September 30, 1998, income taxes were $87,000
as compared to $148,000 for the same period in 1997. The effective tax rate was
39% for both interim periods.
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RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1998
The following table sets forth certain operating data for the nine months ended
September 30, 1998 and 1997.
Nine Months Ended September 30,
-------------------------------
(In Thousands)
Personal Care Products Health Care Products Total Company
---------------------- -------------------- -------------
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
Net Sales ...................... $35,056 $24,641 $15,688 $14,251 $50,744 $38,892
Cost of Goods Sold ............. 13,934 8,045 5,441 4,738 19,375 12,783
------- ------- ------- ------- ------- -------
Gross Margin ................... 21,122 16,596 10,247 9,513 31,369 26,109
Distribution and Cash Discounts 3,048 1,694 1,512 1,434 4,560 3,128
Advertising and Promotion ...... 9,708 5,877 3,697 2,944 13,405 8,821
------- ------- ------- ------- ------- -------
Brand Contribution ............. $ 8,365 $ 9,025 $ 5,038 $ 5,135 13,404 14,160
======= ======= ======= =======
Selling, General and Admin. Exp 7,770 6,658
Depreciation and Amortization 3,096 3,386
------- -------
Operating Income 2,538 4,116
Other Income --- 750
Interest Expense, Net (4,364) (3,724)
------- -------
Income (Loss) Before Income Taxes (1,826) 1,142
Income Tax Provision (Benefit) (712) 445
------- -------
Net Income (Loss) $(1,114) $ 697
======= =======
For the nine month period ended September 30,1998, net sales increased 30.5% to
$50,744,000 from $38,892,000 for the same period in 1997. This increase is
entirely related to the new businesses either acquired or introduced in 1997.
Excluding these new products, sales of the base products would have been down
approximately 8% versus sales during the same period in 1997. This decrease in
sales of the base business products is primarily related to a weak cough/cold
season and inventory reduction programs initiated by our trade customers. In
spite of these factors, brand shares for all base business products, except
Cepacol mouthwash, continue to show improvement versus the same period in 1997.
For the nine month period ended September 30, 1998, cost of goods sold increased
51.6% to $19,375,000 from $12,783,000 for the same period in 1997. This increase
is primarily related to the higher sales volumes and to higher manufacturing
costs, particularly costs related to the transition of the San Francisco Soap
Company products to new contract manufacturers and assembly costs related to the
1998 San Francisco Soap Spring and Holiday gift set programs.
For the nine month period ended September 30,1998, distribution expenses and
cash discounts increased 45.8% to $4,560,000 from $3,128,000 for the same period
in 1997. This increase is due to the increased sales volumes, the costs related
to relocating the San Francisco Soap distribution operation and storage costs
related to generally higher levels of inventory.
-10-
For the nine month period ended September 30, 1998, advertising and promotion
expenses increased 52.0% to $13,405,000 from $8,821,000 for the same period in
1997. This increase is entirely related to marketing support programs associated
with either the newly acquired businesses or with introductory expenses
associated with the Total Hair Fitness brand.
For the nine month period ended September 30, 1998, selling, general, and
administrative expenses increased by 16.7% to $7,770,000 from $6,658,000 for the
same period in 1997. This increase is related to a combination of increased
staffing and higher broker commission payments related to the increase in net
sales.
For the nine month period ended September 30, 1998, depreciation and
amortization decreased 8.6% to $3,096,000 from $3,386,000 for the same period in
1997. This decrease reflects that certain intangible assets associated with the
acquisition of the men's personal care business are now fully amortized.
For the nine month period ended September 30, 1997, other income of $750,000 was
received as a result of a one-time payment that represented a break-up fee
payable to the Company pursuant to the terms of a Letter of Intent entered into
by the Company in connection with a potential transaction.
For the nine month period ended September 30, 1998, interest expense, net of
interest income, increased 17.2% to $4,364,000 from $3,724,000 for the same
period in 1997. As a result of the acquisitions made during the second half of
1997, cash and cash equivalents decreased significantly from previous year
balances. This decrease in cash has resulted in a corresponding decrease in
interest income, thereby resulting in an overall increase in net interest
expense.
For the nine month period ended September 30, 1998, the Company recorded an
income tax benefit of $712,000 versus an income tax expense of $445,000 for the
same period in 1997. The effective tax rate was 39% for both interim periods.
LIQUIDITY AND CAPITAL RESOURCES
The following chart summarizes the net funds provided by and/or used in
operating, financing and investing activities for the periods ended September
30, 1998 and 1997 (in thousands).
Nine Months Ended September 30,
-------------------------------
1998 1997
---- ----
Net cash provided by (used in)
operating activities .............. $ (4,700) $ 1,102
Net cash used in investing activities (693) (16,641)
-------- --------
Decrease in cash and cash equivalents $ (5,393) $(15,539)
-11-
The principal adjustments to reconcile net loss of $1,114,000 for the period
ended September 30, 1998 to net cash used in operating activities of $4,700,000
are depreciation and amortization of $3,096,000, offset by a net increase in
working capital requirements of $6,682,000. The working capital increase is
primarily linked to higher inventories associated with the San Francisco Soap
Holiday gift set program and generally lower levels of accrued expenses.
Capital expenditures, which were $693,000 for the nine months ended September
30, 1998, are generally not significant in the Company's business. Except for
approximately $600,000 that the Company has budgeted for the replacement and
upgrade of its financial operating system, the Company currently has no material
commitments for future capital expenditures.
As a result of the Senior Notes, the Company had $50.3 million of total debt
outstanding of December 31, 1997. Management expects that cash on hand and
internally generated funds will provide sufficient capital resources to finance
the Company=s operations and meet interest requirements on the Senior Notes,
both in respect of the short term as well as during the long term. Since there
can be no guarantee that the Company will generate internal funds sufficient to
finance its operations and debt requirements, the Company has arranged for a
secured line of credit with the Bank of New York through August 31, 1999 to
provide funds, should they be required, in order for the Company to meet its
liquidity requirements. The line of credit is in the maximum amount of
$5,000,000, with the amount available being subject to reduction based on
certain criteria relative to the Company=s accounts receivable and inventory.
YEAR 2000 READINESS DISCLOSURE
As part of a plan to improve its overall system capabilities, the Company
initiated a Year 2000 program in 1997 to upgrade its internal use software and
hardware to address possible issues that may arise from using two digits rather
than four to define the applicable year for dates. As part of this effort the
Company is reviewing the compliance of material third parties (significant
vendors and customers) on the operations of the business in order to determine
the risks to the Company for a third party's failure to remediate its own Year
2000 issues. While this information will be used to mitigate these risks, due to
the complexity of the problem, there can be no assurance that any third party
systems will be Year 2000 compliant on a timely basis or that non-compliance
will not have an adverse material impact on the company.
The Company believes that the planned modifications and conversions of internal
systems and hardware will allow it to meet its Year 2000 compliance schedule and
prevent any material adverse impact on its results of operations, liquidity and
financial condition. However, due to the inherent uncertainty of the Year 2000
problem, the Company cannot determine whether its overall program, including
third party compliance, or any future contingency plans will, in fact, prevent a
material adverse impact on its results of operations, liquidity and financial
condition. It is believed that the most likely worst case scenario would involve
the temporary disruption of fulfilling and billing customer orders, which would
require manual resolution. No material adverse impact on the Company's financial
condition is expected from this specific scenario.
-12-
Estimated costs for the complete system upgrade, including any specific Year
2000 requirements, are projected to be approximately $600,000 of which $350,000
have been incurred through September 30, 1998 and $150,000 are estimated for the
fourth quarter of 1998. The funds for these costs have and will continue to come
from normal operating cash flows of the business. It is expected that all
internal systems will be implemented, tested and validated by June 1999.
The contingency planning process is ongoing and, as additional information
becomes available, will consider the results of the systems conversion and the
status of third party Year 2000 readiness.
-13-
Part II - Other Information
Item 2 - Changes in Securities
As of March 1, 1998, the Company issued 1,000 shares of common stock for an
aggregate purchase price of $1,196,233. These shares were issued to certain
employees of the Company as a result of the exercise of options issued to the
employees under the Company=s 1994 Stock Option Plan, and pursuant to the
exemption from registration under the Securities Act of 1933 provided for by
Rule 701 of Regulation S-K. The shares were in each case paid for by a recourse
promissory note in favor of the Company.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
- Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
- No reports on Form 8-K were filed by the registrant during
the period covered by this report.
-14-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
J.B. WILLIAMS HOLDINGS, INC.
Date: November 12, 1998 /s/ Kevin C. Hartnett
------------------ -------------------------------------
Name: Kevin C. Hartnett
Title: Vice President and Chief
Financial Officer
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