UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] 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
For the transition period from _________ to ____________
Commission File Number 000-21771
WEST TELESERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 47-0777362
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
11808 Miracle Hills Drive, Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 571-7700
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 [X] No [_]
At November 6, 1998, 63,330,000 shares of Common Stock, par value $.01 per
share, of the registrant ("Common Stock") were outstanding.
INDEX
Page No.
PART I. FINANCIAL INFORMATION.......................................................... 3
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 1998 and December 31, 1997.... 3
Consolidated Statements of Operations -
Three and Nine Months Ended September 30, 1998 and 1997................. 4
Consolidated Statements of Cash Flows - Nine Months Ended
September 30, 1998 and 1997............................................... 5
Notes to Consolidated Financial Statements................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations................................................. 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk................. 10
PART II. OTHER INFORMATION............................................................ 11
Item 1. Legal Proceedings......................................................... 11
Item 5. Other Information......................................................... 11
Item 6. Exhibits and Reports on Form 8-K.......................................... 11
SIGNATURES............................................................................. 13
2
WEST TELESERVICES CORPORATION
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
September 30, December 31,
1998 1997
----------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,605 $ 39,820
Accounts receivable, net of allowance for doubtful accounts
of $1,707 and $447 107,238 64,325
Notes receivable 6,256 7,486
Accounts receivable - financing 10,575 4,971
Other 10,868 5,017
----------------- ----------------
Total current assets 142,542 121,619
PROPERTY AND EQUIPMENT:
Land and improvements 4,888 4,888
Buildings 24,325 23,059
Telephone and computer equipment 116,751 97,021
Office furniture and equipment 23,534 18,730
Leasehold improvements 28,834 24,119
Construction in process 12,857 1,182
----------------- ----------------
211,189 168,999
Accumulated depreciation and amortization (75,454) (57,289)
----------------- ----------------
135,735 111,710
GOODWILL, net of accumulated amortization of $3,116 and $1,853 47,417 48,680
OTHER ASSETS 3,569 141
----------------- ----------------
$ 329,263 $ 282,150
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable - financing $ 6,000 $ -
Notes payable - bank 8,000 -
Accounts payable 23,131 18,948
Customer deposits and holdbacks 12,911 22,475
Accrued wages and benefits 8,588 8,809
Accrued phone expense 12,343 7,228
Other current liabilities 4,659 3,103
Current maturities of long-term obligations 4,063 5,736
Income tax payable 1,037 -
----------------- ----------------
Total current liabilities 80,732 66,299
LONG TERM OBLIGATIONS, less current maturities 13,258 15,950
DEFERRED INCOME TAXES 4,115 3,684
OTHER LONG-TERM LIABILITIES 158 -
COMMITMENTS AND CONTINGENCIES (Note 2) - -
STOCKHOLDERS' EQUITY
Preferred stock $0.01 par value, 10,000 shares authorized,
no shares issued and outstanding - -
Common stock $0.01 par value, 200,000 shares authorized,
63,330 shares issued and outstanding 633 633
Additional paid-in capital 157,647 157,647
Retained earnings 72,720 37,937
----------------- ----------------
Total stockholders' equity 231,000 196,217
----------------- ----------------
$ 329,263 $ 282,150
================= ================
The accompanying notes are an integral part of these financial statements.
3
WEST TELESERVICES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
REVENUE $ 123,294 $ 100,493 $ 357,373 $ 294,519
COST OF SERVICES 65,237 56,067 192,221 162,568
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 40,044 30,125 109,584 85,654
------------ ------------ ------------ ------------
NET OPERATING INCOME 18,013 14,301 55,568 46,297
OTHER INCOME (EXPENSE):
Interest income 163 241 504 942
Interest income - financing, net of interest expense of $200, $52,
$593 and $230 493 458 1,414 1,228
Interest expense (126) (179) (366) (588)
Other expense, net (105) (271) (543) (585)
------------ ------------ ------------ ------------
Net other income 425 249 1,009 997
------------ ------------ ------------ ------------
NET INCOME BEFORE INCOME TAX EXPENSE 18,438 14,550 56,577 47,294
INCOME TAX EXPENSE:
Current income tax expense 7,286 5,487 21,855 18,083
Deferred income tax expense (benefit) (203) 117 (61) 274
------------ ------------ ------------ ------------
Total income tax expense 7,083 5,604 21,794 18,357
------------ ------------ ------------ ------------
NET INCOME $ 11,355 $ 8,946 $ 34,783 $ 28,937
============ ============ ============ ============
EARNINGS PER COMMON SHARE:
Basic $ 0.18 $ 0.14 $ 0.55 $ 0.46
============ ============ ============ ============
Diluted $ 0.18 $ 0.14 $ 0.55 $ 0.46
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic common shares 63,330 63,330 63,330 63,330
Dilutive impact of potential common shares from stock options - - - 22
------------ ------------ ------------ ------------
Diluted common shares 63,330 63,330 63,330 63,352
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
4
WEST TELESERVICES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
September 30,
----------------------------
1998 1997
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 34,783 $ 28,937
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization 19,775 14,589
Loss on sale of equipment 41 166
Deferred income tax expense (benefit) (61) 274
Changes in operating assets and liabilities:
Accounts receivable (45,637) (14,628)
Other assets and vendor receivables (6,149) (816)
Accounts payable 4,183 (9,779)
Other liabilities and accrued expenses 6,608 2,391
Income tax payable 1,812 (2,414)
------------ ------------
Net cash flows from operating activities 15,355 18,720
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (43,859) (33,480)
Proceeds from disposal of property and equipment 1,281 352
Issuance of notes receivable (5,161) (1,838)
Proceeds from payments of notes receivable 5,702 1,056
------------ ------------
Net cash flows from investing activities (42,037) (33,910)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt - 2,499
Payments of long-term obligations (4,365) (16,443)
Net change in line of credit agreement 8,000 -
Net change in accounts receivable financing
and notes payable financing 396 1,487
Payments for stock registration costs - (72)
Net change in customer deposits and holdbacks (9,564) (816)
------------ ------------
Net cash flows from financing activities (5,533) (13,345)
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (32,215) (28,535)
CASH AND CASH EQUIVALENTS, Beginning of period 39,820 55,065
------------ ------------
CASH AND CASH EQUIVALENTS, End of period $ 7,605 $ 26,530
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 960 $ 920
============ ============
Cash paid during the period for income taxes $ 20,045 $ 20,178
============ ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Reduction of accounts receivable through
issuance of notes receivable $ 2,724 $ 1,114
============ ============
The accompanying notes are an integral part of these financial statements.
5
WEST TELESERVCES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF CONSOLIDATION AND PRESENTATION
West TeleServices Corporation and its direct and indirect subsidiaries (West
Telemarketing Corporation, West Interactive Corporation, West Telemarketing
Corporation Outbound, Interactive Billing Services, Inc. and West Interactive
Canada, Inc.) (collectively, the "Company") provide a full range of customized
telecommunications-based services to business clients on an outsourced basis.
The Company is a leading provider in each of inbound operator services,
automated voice response services and outbound direct teleservices through its
call centers throughout the United States. The Company's inbound operator
services consist of live operator call-processing applications such as order
capture, customer service and product support. The Company's automated voice
response services consist of computerized call-processing applications such as
automated product information requests, computerized surveys and polling and
secure automated credit card activation. The Company's outbound direct
teleservices consist of live operator direct marketing applications such as
product sales and customer acquisition and retention campaigns. All significant
intercompany balances and transactions have been eliminated.
The accompanying unaudited consolidated financial statements reflect all
normal and recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position, operating results,
and cash flows for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's Form 10-K for
the year ended December 31, 1997.
Certain amounts in prior fiscal periods have been reclassified for
comparative purposes.
2. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is subject to lawsuits and claims which arise
out of its operations in the normal course of its business. The Company and
certain of its subsidiaries are defendants in various litigation matters in the
ordinary course of business, some of which involve claims for damages that are
substantial in amount. The Company believes, except for the items discussed in
its Annual Report on Form 10-K for the year ended December 31, 1997, and its
quarterly reports on Form 10-Q for the first and second quarters of 1998, for
which the Company is currently unable to predict the outcome, the disposition of
claims currently pending will not have a material adverse effect on the
Company's financial position or results of operations.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto. Certain statements under this
caption constitute forward-looking statements, which involve risks and
uncertainties. The Company's actual results in the future could differ
significantly from the results discussed or implied in such forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, the effect on financial performance of increased
competition in the teleservices industry, potential future competition,
competitive pricing for services, potential future competing technologies and
trends, dependence on technology and phone service, dependence on the Company's
labor force, reliance on major clients, the success of new product innovations,
legal proceedings and government regulation.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
REVENUE: For the three months ended September 30, 1998, revenues increased
$22.8 million, or 22.7%, to $123.3 million up from $100.5 million for the three
months ended September 30, 1997. For the nine months ended September 30, 1998,
revenues increased $62.9 million, or 21.3%, to $357.4 million up from $294.5
million for the nine months ended September 30, 1997. For the three months
ending September 30, 1998, inbound operator teleservices accounted for $47.1
million of revenue, interactive teleservices accounted for $29.0 million, and
outbound direct teleservices accounted for $47.2 million. For the nine months
ended September 30, 1998, revenue from inbound operator teleservices increased
approximately $43.0 million to $136.5 million. Revenue from interactive
teleservices decreased approximately $12.3 million to $93.1 million. Revenue
from outbound direct teleservices increased approximately $32.2 million to
$127.8 million. During 1997 and 1998, interactive teleservices transferred calls
to a live agent at inbound operator teleservices to complete a service that
began on interactive teleservices voice response units. Inbound operator
teleservices billed interactive teleservices for the live operator portion of
the call and interactive teleservices billed the entire service provided by both
divisions. Consequently, a portion of interactive teleservices revenue reported
on the Company's reports on Form 10-Q in 1997 represented services delivered by
inbound operator teleservices. Since management feels that it is more
appropriate to include the revenue in the division that provided the services
rather than where the revenue is invoiced to the client, the Company
reclassified revenue for 1997 as described in its Form 10-K for the year ended
December 31, 1997. All of the revenue information contained herein reflects such
reclassification. The increases in inbound operator teleservices and outbound
direct teleservices are primarily the result of servicing the growing needs of
the Company's clients. The decrease in interactive teleservices is a result of
the reduction in 900 pay per call volume due to a shift in the emphasis by the
Company's clients to 800 interactive programs in the nine months ended September
30, 1998 compared to the comparable period of 1997.
COST OF SERVICES: Cost of services represents direct labor, telephone
expense and other costs directly related to teleservices activities. Costs of
services increased $9.1 million, or 16.4%, in the third quarter of 1998 to $65.2
million, up from $56.1 million for the comparable period of 1997. Cost of
services increased $29.6 million, or 18.2%, to $192.2 million for the nine
months ended September 30, 1998 up from $162.6 million for the comparable period
of 1997. As a percentage of revenue, cost of services decreased to 52.9% for
the third quarter of 1998 and 53.8% for the nine months ended September 30, 1998
compared to 55.8% and 55.2%, respectively, for the comparable periods in 1997.
The decreases in cost of services as a percentage of revenue can be attributed
to the Company's ability to continue to hire cost effective quality labor as it
enters new markets through the addition of call centers and the change in the
service mix from interactive teleservices to direct and operator teleservices
divisions. Direct and operator teleservices traditionally have lower direct
costs as a percentage of revenue.
7
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES: SG&A expenses
increased by $9.9 million, or 32.9%, to $40.0 million for the third quarter of
1998 up from $30.1 million for the comparable period of 1997. For the nine
months ended September 30, 1998, SG&A expenses increased by $23.9 million, or
27.9%, to $109.6 million, up from $85.7 million for the comparable period of
1997. As a percentage of revenue, SG&A expenses increased to 32.5% for the
third quarter of 1998 and 30.7% for the nine months ended September 30, 1998
compared to approximately 30.0% and 29.1%, respectively, for the comparable
periods of 1997. The increase can be attributed to increased depreciation
expense and other costs associated with call center expansion and the change in
the service mix from interactive teleservices to direct and operator
teleservices divisions. Direct and operator teleservices traditionally have
higher SG&A expenses as a percentage of revenue.
NET OPERATING INCOME: Net operating income increased by $3.7 million, or
26.0%, to $18.0 million in the third quarter of 1998 up from $14.3 million in
the third quarter of 1997. For the nine months ended September 30, 1998, net
operating income increased by $9.3 million, or 20.0%, to $55.6 million up from
$46.3 million for the comparable period of 1997. As a percentage of revenue,
net operating income increased to approximately 14.6% for the third quarter of
1998 and decreased to 15.6% for the nine months ended September 30, 1998,
compared to 14.2% and 15.7%, respectively, for the corresponding periods of 1997
due to the factors discussed above for Revenue, Cost of Services and SG&A
expenses.
NET OTHER INCOME (EXPENSE): Net other income (expense) includes interest
income from short-term investments, interest income from an accounts receivable
financing program (net of the related interest expense to fund the program) and
interest expense from short-term and long-term borrowings under credit
facilities, a mortgage note and capital leases. Other income (expense) for the
third quarter of 1998 totaled $425,000 compared to $249,000 for the third
quarter of 1997. Other income (expense) for the nine months ended September 30,
1998, totaled $1,009,000 compared to $997,000 for the comparable period of 1997.
The increases in net other income are primarily due to incentives from local and
state governments related to call center expansion partially offset by reduced
interest income as a result of lower cash balances during the three and nine
months ended September 30, 1998 compared to the comparable periods of 1997.
NET INCOME: Net income increased by $2.4 million, or 26.9%, for the third
quarter of 1998, to $11.4 million from net income of $9.0 million for the third
quarter of 1997. Net income increased by $5.9 million, or 20.2%, for the nine
months ended September 30, 1998, to $34.8 million up from net income of $28.9
million for the comparable period of 1997. Net income includes a provision for
income tax expense at an effective rate of approximately 38.4% and 38.5% for the
three and nine months ended September 30, 1998, respectively, and approximately
38.5% and 38.8% for the comparable periods of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity has been cash flow from
operations, supplemented by borrowings under its revolving bank lines of credit.
The Company has a $20.0 million unsecured revolving credit facility.
Advances under the revolving credit facility bear interest at the prime rate
less 1.0%. The revolving credit facility expires on June 29, 1999. There was
$8.0 million outstanding under this facility at September 30, 1998. The
Company's credit facility contains certain financial covenants and restrictions,
which were met at September 30, 1998.
The Company also has a $15.0 million revolving bank line used to fund an
accounts receivable financing program offered to certain customers in the pay
per call industry. Borrowings under the facility are limited to a borrowing base
of pledged accounts receivable from certain of the Company's qualified customers
which were assigned by the Company to the bank. There was $6.0 million
outstanding under this facility at September 30, 1998. The credit facility
expires on June 29, 1999.
8
Net cash flow from operating activities decreased $3.3 million, or 18.0%, to
$15.4 million for the nine months ended September 30, 1998, compared to a net
cash flow from operating activities of $18.7 million for the nine months ended
September 30, 1997. The decrease was due principally to increases in accounts
receivable and other assets resulting from growth in revenue, partially offset
by higher net income and higher depreciation and amortization.
Net cash flow used in investing activities was $42.0 million for the nine
months ended September 30, 1998 compared to $33.9 million for the comparable
period of 1997. The increase was primarily due to investments in call center
expansion to support the growth of the Company's businesses.
Net cash flow used in financing activities was $5.5 million for the nine
months ended September 30, 1998 compared to $13.3 million for the comparable
period of 1997. In the nine months ended September 30, 1998 and 1997, net cash
flow used in financing activities was primarily a result of refunds in customer
holdbacks and deposits and payments of debt and capital lease obligations. The
decrease in net cash flow used in financing activities is primarily due to
additional payments on debt and capital lease obligations in January 1997 with
the remaining proceeds from the initial public offering of Common Stock in
November of 1996, partially offset by increased refunds of customer holdbacks
and deposits.
CAPITAL EXPENDITURES
The Company's operations will continue to require significant capital
expenditures for capacity expansion and upgrades. Capital expenditures were
$43.9 million for the nine months ended September 30, 1998. Capital expenditures
for the nine months ended September 30, 1998 consisted primarily of equipment
purchases. The Company projects its capital expenditures for the remainder of
1998 to be approximately $5.0 million to $10.0 million, primarily for capacity
expansion and upgrades at existing facilities and the addition of four new call
centers.
The Company believes cash flow from operations, together with existing cash
and cash equivalents, financing through capital or operating leases, and
available borrowings under its credit facilities will be adequate to meet its
capital requirements for the foreseeable future. The Company may pledge
additional property or assets of the Company or any of its subsidiaries, which
are not already pledged as collateral securing existing credit facilities. The
Company or any of its affiliates may be required to guarantee any existing or
additional credit facilities.
9
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
Based on a recent assessment, the Company determined that it will be required
to modify or replace portions of its information technology and non-information
technology systems so that its systems will properly utilize dates beyond
December 31, 1999. The Company presently believes that modifications to
existing software and conversions to new hardware and software can mitigate the
impact of the Year 2000 Issue. However, if such modifications and conversions
are not completed on a timely basis, the Year 2000 Issue could subject the
Company to potential liability claims from certain of its customers and have a
material adverse impact on the operations of the Company. Contingency plans are
currently being developed and put into place to control the possibility of
single point failure.
The Company is in the process of communicating with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
Issue, and the Company's current assessments are based on presently available
information. However, there can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely converted, or that
a failure to convert by another company, or a conversion that is incompatible
with the Company's systems, would not have material adverse effect on the
Company.
The Company will utilize both internal and external resources to reprogram,
or replace, and test the software for Year 2000 modifications. The Company
plans to complete the Year 2000 project in the next 12 months, if not sooner.
The total cost of the Year 2000 project is estimated at $5.6 million for the
Company's critical systems and is being funded through operating cash flows. Of
the total projected cost, approximately $3.7 million is attributable to the
purchase of new software and hardware, which will be capitalized. The remaining
$1.9 million, will be expensed as incurred and is not expected to have a
material effect on the results of operations.
The costs of the project and the date on which the Company plans to complete
the Year 2000 modifications and conversions are based on management's best
estimates which were derived utilizing numerous assumptions of future events
including the continued availability of certain resources, third party
modification plans and other factors. However, there can be no guarantee that
these estimates will be achieved and actual results could differ materially from
those plans. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in this area, the ability to locate and correct all relevant computer codes,
failure of third parties on which the Company relies and similar uncertainties.
INFLATION
The Company does not believe that inflation has had a material effect on its
results of operations. However, there can be no assurance that the Company's
business will not be affected by inflation in the future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is subject to lawsuits and claims which arise
out of its operations in the normal course of its business. The Company and
certain of its subsidiaries are defendants in various litigation matters in the
ordinary course of business, some of which involve claims for damages that are
substantial in amount. The Company believes, except for the items discussed in
its Annual Report on Form 10-K for the year ended December 31, 1997, and its
quarterly reports on Form 10-Q for the first and second quarters of 1998, for
which the Company is currently unable to predict the outcome, the disposition of
claims currently pending will not have a material adverse effect on the
Company's financial position or results of operations.
ITEM 5. OTHER INFORMATION
On July 16, 1998, the majority owners, Gary and Mary West (the "Wests"),
along with the Company's Co-Chairman, Troy Eaden ("Eaden") proposed to acquire
all the Common Stock not owned by the Wests or Eaden for a cash purchase price
of $13.50 per share. The Wests collectively beneficially own approximately
71.8% of the Company's outstanding Common Stock and Eaden beneficially owns
approximately 13.4% of the Company's outstanding Common Stock.
On August 18, 1998, the Wests and Eaden withdrew their proposal to acquire
all of the outstanding shares of Common Stock of the Company not currently owned
by the Wests and Eaden, after being informed by the Special Committee appointed
by the Company's Board of Directors that the Special Committee would not be able
to recommend the Wests' and Eaden's final proposal of $15.50 per share. Based on
the Special Committee's decision, the Wests and Eaden withdrew their proposal
and terminated all discussions with the Company relating to their proposal.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- --------------------------------------------------------------------------------
10.01 Employment Agreement between the Company and Thomas B. Barker dated
Janaury 1, 1996, as amended September 1, 1998
- --------------------------------------------------------------------------------
10.02 Employment Agreement between the Company and Michael A. Micek dated
Janaury 1, 1996, as amended September 1, 1998
- --------------------------------------------------------------------------------
10.03 Employment Agreement between the Company and John W. Erwin dated
January 1, 1996, as amended September 1, 1998
- --------------------------------------------------------------------------------
10.04 Employment Agreement between the Company and Mark V. Lavin dated
July 1, 1996, as amended September 1, 1998
- --------------------------------------------------------------------------------
10.05 Employment Agreement between the Company and Nancee Berger dated
January 1, 1996, as amended September 1, 1998
- --------------------------------------------------------------------------------
10.06 Employment Agreement between the Company and Steven M. Stangl dated
January 1, 1996, as amended September 1, 1998
- --------------------------------------------------------------------------------
27.01 Financial Data Schedule
11
(b) Reports on Form 8-K
During the quarter ended September 30, 1998, the Company filed the
following:
(i) A report on Form 8-K, dated September 14, 1998, was filed on September
16, 1998 reporting the withdrawal of a proposal to acquire shares of
Common Stock by the Wests and Eaden (Item 5). No financial statements were
filed with this report.
12
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.
Date: November 12, 1998
WEST TELESERVICES CORPORATION
By: /s/ Thomas B. Barker
----------------------------
Thomas B. Barker
Chief Executive Officer
By: /s/ Michael A. Micek
----------------------------
Michael A. Micek
Chief Financial Officer,
Executive Vice President-Finance and Treasurer
13
INDEX TO EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ------------------------------------------------------------------------------------------------------
10.01 Employment Agreement between the Company and Thomas B. Barker dated
Janaury 1, 1996, as amended September 1, 1998
- ------------------------------------------------------------------------------------------------------
10.02 Employment Agreement between the Company and Michael A. Micek dated
Janaury 1, 1996, as amended September 1, 1998
- ------------------------------------------------------------------------------------------------------
10.03 Employment Agreement between the Company and John W. Erwin dated
January 1, 1996, as amended September 1, 1998
- ------------------------------------------------------------------------------------------------------
10.04 Employment Agreement between the Company and Mark V. Lavin dated
July 1, 1996, as amended September 1, 1998
- ------------------------------------------------------------------------------------------------------
10.05 Employment Agreement between the Company and Nancee Berger dated
January 1, 1996, as amended September 1, 1998
- ------------------------------------------------------------------------------------------------------
10.06 Employment Agreement between the Company and Steven M. Stangl dated
January 1, 1996, as amended September 1, 1998
- ------------------------------------------------------------------------------------------------------
27.01 Financial Data Schedule