NEW YORK -- May 29, 1996 -- Rockefeller Center
Properties, Inc. (RCPI) announced today that it had agreed with the
Goldman Sachs-led Investor Group to extend the outside date for the
closing of the $8 per share merger approved by RCPI's stockholders
in March from May 31 to June 30, 1996.
As part of the extension agreement, Goldman Sachs Mortgage
Company has agreed to make an additional $8.7 million loan to RCPI
to cover its cash needs in June, including interest payable on the
Floating Rate Notes and the 14% Debentures. The Chapter 11
Reorganization Plan was confirmed by the United States Bankruptcy
Court on May 29, and RCPI has been informed by the Investor Group
that it expects that the Merger will be consummated by late June.
RCPI is a mortgage real estate investment trust whose principal
asset is a $1.3 billion participating convertible mortgage loan to
the owners of Rockefeller Center (collectively, "the Borrower").
The Borrower is 100% controlled by Rockefeller Group, Inc. (RGI).
Mitsubishi Estate Company, Ltd. controls an 80% equity interest in
RGI and Rockefeller Family Interests hold the remaining 20%. On May
11, 1995, the Borrower commenced cases under Chapter 11 of the
federal bankruptcy law in the United States Bankruptcy Court for the
Southern District of New York.
RCPI is listed on the New York Stock Exchange as "RCP". As of
May 28, 1996, there were 38,260,704 shares of common stock
outstanding.
CONTACT: Rockefeller Center Properties, Inc.
Stephanie Leggett Young, 212/698-1440
or
Robinson Lerer Sawyer Miller
Gary Holmes, 212/484-7736
HOUSTON, TX -- May 29, 1996 -- Learmonth & Burchett
Management Systems Plc ("LMBMS") (NASDAQ: LBMSY), today reported a
net loss of $492,000, or $0.04 per American Depositary Share ($0.02
per Ordinary Share), on total revenue of $10.8 million for the three
months ended April 30, 1996, compared with income from continuing
operations of $1.4 million, or $0.12 per American Depositary Share
($0.06 per Ordinary Share), on total revenue of $12 million for the
three months ended April 30, 1995.
Including discontinued operations, the Company reported a net
loss of $2.6 million, or $0.23 per American Depositary Share ($0.12
per Ordinary Share), for the three months ended April 30, 1995.
Product license revenue for the fourth quarter increased 19%
over the third quarter of fiscal 1996 and 3% over the comparable
quarter in fiscal 1995. Product license revenue in the U.S.,
including products acquired in the Corporate Computing, Inc.,
("CCI") acquisition, increased 11% in the fourth quarter over the
third quarter of fiscal 1996 and 16% over the comparable quarter in
fiscal 1995. Product license revenue in the U.S. accounted for 81%
of total Company product license revenue in the fourth quarter of
fiscal 1996. Product license revenue outside the U.S. increased 65%
in the fourth quarter over the third quarter of fiscal 1996, but
decreased 30% from the comparable quarter in fiscal 1995. The
Company's service revenue increased 2% in the fourth quarter over
the third quarter of fiscal 1996, but decreased 26% from the
comparable quarter in fiscal 1995.
For the year April 30, 1996, the Company reported total revenue
of $41.2 million and a net loss of $316,000, or $0.03 per American
Depositary Share ($0.01 per Ordinary Share), before the effect of
$468,000 of non-recurring merger costs associated with the
acquisition of CCI. As a result of the merger costs, the Company
reported a net loss of $784,000, or $0.07 per American Depositary
Share ($0.03 per Ordinary Share). For the year ended April 30,
1995, the Company reported total revenue of $40.5 million and net
income of $651,000, or $0.06 per American Depositary Share ($0.03
per Ordinary Share), before consideration of a restructuring charge
of $4.4 million and a loss from discontinued operations of $4.9
million. The effect of the restructuring charge and discontinued
operations resulted in the Company reporting a net loss of $8.7
million, or $0.80 per American Depositary Share ($0.40 per Ordinary
Share), for the year ended April 30, 1995.
Product license revenue for fiscal 1996 increased 16% over
fiscal 1995. Product license revenue in the U.S. for fiscal 1996
increased 36% over fiscal 1995. Product license revenue in the U.S.
accounted for 78% of total Company product license revenue in fiscal
1996. Product license revenue outside the U.S. for fiscal 1996
decreased 24% from fiscal 1995. The Company's service revenue for
fiscal 1996 decreased 15% from fiscal 1995.
Unaudited financial information in U.S. dollars, under
accounting principles generally accepted in the United States (the
basis upon which the above financial information was derived), is
included as Exhibit I. Unaudited financial information in pounds
sterling, under principles generally accepted in the United Kingdom,
is included as Exhibit II and indicates a deficit per Ordinary
Shares of 1.0 pence for the three months ended April 30, 1996
compared with a deficit per Ordinary Share of 12.4 pence for the
comparable period in the prior year. For the year ended April 30,
1996, the Company reported a deficit per Ordinary Share of 2.3 pence
compared with a deficit per Ordinary Share of 24.7 pence in the
prior year.
John Bantleman, chief executive officer, stated, "Our
performance in the fourth quarter improved over the third quarter.
Our U.S. license revenue continued to demonstrate growth and our
international license revenue rebounded from a disappointing third
quarter. The initiatives implemented by the Company to address our
third quarter performance, including streamlining sales management
outside the U.S. and redeploying service resources, have had a
positive effect. This was immediately demonstrated in license
revenue outside the U.S. and we expect the positive effect to be
demonstrated in service revenue over the next couple of quarters.
The Company's cost base was generally in line with expectations
after consideration of one-time costs associated with realignment of
our service resources.
"Fiscal 1996 was an active year for the Company. During the
year we completed numerous strategic activities including the
transition of our Corporate headquarters and primary research and
development activities from London to Houston, the expansion of our
marketing resources, the acquisition of CCI, and completion of our
first U.S. public stock offering. Also, in the fourth quarter, we
realigned our business and management along product lines, a
structure we believe will better position the Company for future
growth. During fiscal 1996, our product license revenue growth
continued to be driven by our U.S. operations and our Process
Management products. In the fourth quarter, our new object
management product, LBMS Insight, was released and expands the
Company's product portfolio and capabilities to provide application
development management suite solutions."
LBMS also announced that, effective June 1, 1996, Rainer
Burchett, co-founder and chairman, will reduce his commitment to an
expected average of five days a month while continuing in the
chairman role. Rainer Burchett commented, "In July 1994, we
appointed new executive management and began the process of
progressively relocating central management functions to the United
States. The bulk of my own time and energy has been devoted to a
number of projects associated with these moves. The executive
management is now well established in Houston and the projects on
which I have been working, most notably the listing on NASDAQ last
November, are substantially complete. Accordingly, this is
therefore a suitable time for me to reduce my involvement. As part-
time chairman, assisted by the other external directors, I will
continue to work closely with the chief executive, John Bantleman,
and his executive team."
Except for any historical information contained herein, the
matters discussed in this news release contain forward looking
statements that involve risks and uncertainties, including the
timely development, release and acceptance of new products and
alliances, the impact of competitive products and pricing, and the
other risks detailed from time to time in the Company's U.S.
Securities and Exchange Commission reports, including the Company's
recent prospectus. The Company continues to be susceptible to
potentially significant variations in quarterly and annual revenue
and operating results.
Learmonth and Burchett Management Systems Plc is a leading
provider of application development management products to Fortune
1000 organizations. LBMS has an installed base of more than 21,000
users worldwide in areas such as financial services, technology,
manufacturing, retailing, oil, government and utilities. In
additional to worldwide headquarters in Houston, the company has
over 20 sales offices throughout North America, Europe, Hong Kong
and Australia. LBMS company and product information can be found on
the World Wide Web at www.lbms.com.
Unaudited financial highlights in U.S. dollars, under accounting
principles generally accepted in the U.S., follow:
Learmonth & Burchett Management Systems PLC
Consolidated Balance Sheet
(In thousands, except per share information)
April 30 April 30
1996 1995
Assets (unaudited) (audited)
Current assets
Cash and cash equivalents $10,960 $ 5,026
Trade accounts receivable 9,579 10,634
Other current assets 3,498 2,745
Total current assets 24,037 18,405
Furniture, fixtures and equipment 2,982 2,356
Other assets 160 160
Total assets $27,179 $20,921
Liabilities and
Shareholders' Equity
Current liabilities
Current maturities of
indebtedness $ 1,003 $ 499
Accounts payable 1,630 2,142
Deferred revenue 3,691 3,702
Accrued liabilities 5,257 8,599
Income taxes payable 87 409
ESOT indebtedness 903 935
Total current liabilities 12,571 16,286
Indebtedness 524 369
Other liabilities 2,149 3,776
Total liabilities 15,244 20,431
Shareholders' equity:
Ordinary Shares, 10 pence
par value 4,253 3,786
Additional paid-in capital 20,323 8,828
Adjustment for ESOT (903) (935)
Cumulative translation
adjustment 439 204
Accumulated deficit (12,177) (11,393)
Total shareholders'
equity 11,935 490
Commitments and contingencies 0 0
Total liabilities and
shareholders' equity $27,179 $20,921
Learmonth & Burchett Management Systems PLC
Consolidated Statement of Operations
(In thousands, except per share information)
(unaudited)
Three Months Ended Year Ended
4/30/96 4/30/95 4/30/96 4/30/95
Revenue:
Product licenses $ 7,192 $ 6,992 $25,077 $21,629
Services 3,649 4,961 16,081 18,857
Total revenue 10,841 11,953 41,158 40,486
Cost of Revenue:
Product licenses 226 439 838 1,399
Services 1,797 2,165 6,975 8,417
Total cost of revenue 2,023 2,604 7,813 9,816
Gross margin 8,818 9,349 33,345 30,670
Operating expenses:
Sales and marketing 5,549 4,347 20,045 16,100
Research and development 2,212 2,357 8,059 8,578
General and administrative 1,620 1,303 5,724 5,430
Merger expense 0 0 468 0
Restructuring charge 0 0 0 4,418
Total operating expenses 9,381 8,007 34,296 34,526
Operating income (loss) (563) 1,342 (951) (3,856)
Interest income 138 13 301 85
Interest expense 25 0 83 32
Other income and (expense) (42) 0 (51) 0
Income (loss) from continuing
operations before income taxes (492) 1,355 (784) (3,803)
Income tax benefit 0 0 0 (36)
Income (loss) from continuing
operations (492) 1,355 (784) (3,767)
Discontinued operations:
Income (loss) from operations 0 (3,922) 0 (4,074)
Loss on disposal 0 0 0 (834)
Net loss ($492) ($2,567) ($784) ($8,675)
Income (loss) per Ordinary Share:
Continuing operations ($0.02) $0.06 ($0.03) ($0.17)
Discontinued operations 0.00 (0.18) 0.00 (0.23)
----- ----- ----- -----
($0.02) ($0.12) ($0.03) ($0.40)
Income (loss) per ADS: (1)
Continuing operations ($0.04) $0.12 ($0.07) ($0.35)
Discontinued operations 0.00 (0.35) 0.00 (0.45)
----- ----- ----- -----
($0.04) ($0.23) ($0.07) ($0.80)
Weighted average Ordinary and
Ordinary Share equivalents
outstanding 25,528 22,546 23,639 21,834
(1) Adjusted to reflect the ratio of one ADS to two Ordinary Shares.
LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC
CONSOLIDATED BALANCE SHEET
(in thousand Sterling)
unaudited audited
30 April 30 April
1996 1995
Fixed assets
Tangible Fixed Assets 1,981 1,382
Investments 600 --
------ ------
2,581 1,382
Current assets
Debtors 8,689 7,907
Cash at bank and in hand 7,282 3,102
------ ------
15,971 11,009
Creditors (amounts falling due
within one year) (5,900) (6,866)
Net current assets 10,071 4,143
------ ------
Total assets less current
liabilities 12,652 5,525
Creditors (amounts falling due
after more than one year) (1,723) (2,277)
Deferred income (1,809) (1,793)
Total net assets 9,120 1,455
Share capital and reserves
Called up share capital 2,553 2,185
Share premium account 13,223 5,809
Profit and loss account (6,656) (6,539)
------- -------
Shareholders' funds 9,120 1,455
NOTE: The primary differences between accounting principles
generally accepted in the United States and the United Kingdom
relate to the accounting for the acquisition of Corporate Computing
Inc., timing of recognition of license and maintenance revenue,
classification of offset of the ESOT indebtedness, presentation of
discontinued operations and restructuring charges, and accounting
for income taxes.
Learmonth & Burchett Management Systems PLC
Consolidated Profit and Loss Account
(in thousands (Sterling), except per share information)
Three Months Ended Year Ended
April 30, April 30,
(unaudited) (unaudited) (audited)
1996 1995 1996 1995
Turnover
Continuing operations 6,826 6,839 24,717 23,358
Acquisitions 346 0 1,138 0
------ ------ ------ ------
7,172 6,839 25,855 23,358
Discontinued operations 0 0 0 403
------ ------ ------ ------
7,172 6,839 25,855 23,761
Cost of sales 4,960 4,280 17,612 15,987
Gross profit 2,212 2,559 8,243 7,774
Administrative expense 1,061 880 3,782 3,066
Development costs 1,449 1,008 5,107 4,580
Operating profit/(loss)
Continuing operations (218) 671 (278) 168
Acquisitions (80) 0 (368) 0
------ ------ ------ ------
(298) 671 (646) 168
Discontinued operations 0 0 0 (40)
------ ------ ------ ------
(298) 671 (646) 128
Exceptional items (net) 0 (2,986) 0 (5,413)
Interest (net) 74 25 140 34
Other income/(expense)
net (28) 0 (33)
------ ------ ------ ------
Profit/(loss) before
taxation (252) (2,290) (539) (5,251)
Taxation 0 (377) 0 23
Retained profit/(loss)
for the financial
year (252) (2,667) (539) (5,228)
Earnings/(loss) per
Ordinary Share (0.010) (0.124) (0.023) (0.247)
Weighted average
Ordinary and Ordinary
Share equivalents
outstanding 25,528 21,550 23,639 21,144
1. The abridged profit and loss account and balance sheet for
the year ended 30 April 1995 is an extract from the latest published
accounts which have been delivered to the Registrar of Companies.
The report of the auditors on those accounts was unqualified and did
not contain a statement under section 237 (2) of the Companies
Act 1985.
2. The primary differences between accounting principles
generally accepted in the United States and the United Kingdom
relate to the accounting for the acquisition of Corporate Computing,
Inc., timing of recognition of license and maintenance revenue,
classification of the offset of the ESOT indebtedness, presentation
of discontinued operations and restructuring charges and accounting
for income taxes.
3. Certain amounts in fiscal 1995 have been reclassified to
conform with current year presentation.
CONTACT: Learmonth & Burchett Management Systems, Plc
Stephen E. Odom, 713/625-9300
LIVERMORE, Calif. -- May 29, 1996 -- KENETECH Corp.
(NASDAQ:KWND) announced that href="chap11.kenetechwind.html">KENETECH Windpower, Inc. ("KWI"), its
wholly subsidiary, today filed a voluntary petition in the United
States Bankruptcy Court for the Northern District of California to
reorganize under Chapter 11 of the Bankruptcy Code.
KENETECH, itself, did not and presently has no intentions to
seek relief under the Bankruptcy Code nor does KENETECH presently
intend to cause any of its subsidiaries which are not directly
engaged in the wind turbine or windpower business to seek relief
under the Bankruptcy Code. No determination has been made with
respect to future filings by KWI's subsidiaries or lower-tier
affiliates.
KWI's management attributed its filing to continuing losses and
lack of operating capital occasioned by the following: deregulation
of the electric power markets in the U.S. and corresponding declines
in the amounts utilities pay for electricity based upon "avoided
costs"; decline in the market for sales of wind turbines; the
anticipated repair and warranty cost of addressing mechanical
problems associated with the 33 meter wind turbine; and the
inability of KWI to restructure certain contractual obligations.
In addition, KWI has not been able to complete the sale of
certain assets or subsidiaries on a basis to provide additional
capital for ongoing operations. As a result of the foregoing, KWI
believes that it would be unable to meet its existing maintenance
and warranty obligations under contracts undertaken in connection
with the sale of its wind turbines.
KWI formerly was engaged in the business of manufacturing,
developing and owning utility-scale windpowered electric power
plants ("Windplants") and providing operation and maintenance
services ("o&m services") with respect to those Windplants.
Although KWI recently ceased its manufacture activities, it
continues to provide o&m services to approximately 4,900 wind
turbines domestically and internationally.
KWI is currently negotiating with various lenders for debtor-in-
possession financing based on the assets it owns. Assuming a
successful completion of these negotiations for operating funds, KWI
management believes that it should be able to continue to operate
and pay obligations incurred on a current basis during the course of
its Chapter 11 case.
At this date, no determination has been made as to whether or
not KWI will liquidate all of its assets or attempt to reorganize
its financial affairs in connection with the continued operation of
its assets.
KENETECH Corp. does not anticipate the need to assist KWI in
connection with its Chapter 11 case other than through (i) the
provision of senior management services, the payment for which will
be undertaken by KWI, (ii) the provision of other personnel
services, the payment for which will be reimbursed by KWI and (iii)
the continued provision of joint health benefits programs which will
be terminated when KWI is able to obtain its own insurance or other
suitable alternatives.
KENETECH's liquidity, aside from that of KWI, will continue to
be severely constrained. KENETECH continues to project negative
operating cash flows in 1996 as it attempts to negotiate with
certain lenders and other creditors seeking repayment or
restructuring of amounts due them. KENETECH has been unable to
borrow money and has delayed and will continue to delay payments
except for essential services while it attempts to raise cash
through asset sales, financing or other means. KENETECH continues
to believe that substantial proceeds could result from these sales,
however, there can be no assurance that those sales could be
consummated or that substantial proceeds would be received.
The filing of the chapter 11 case by KWI has resulted in an
event of default occurring under the KENETECH 12-3/4% Senior Secured
Notes Due 2002 in the principal amount of $100 million.
Furthermore, interest under these Notes in the approximate amount of
$6.4 million is due June 15 and December 15 annually. KENETECH
presently does not anticipate making its 1996 interest payments on
the Notes. KENETECH management has been engaged in discussions with
an unofficial committee consisting of certain holders of those Notes
who, in the aggregate, represent over 35% of the Notes.
Based upon those discussions, which are ongoing, the unofficial
committee supports the filing of the chapter 11 case by KWI as a
positive step in preserving the value of the remainder of the
ongoing operations of KENETECH and anticipates the continuation of
productive discussions on how to maximize values and preserve the
interests of KENETECH noteholders. KENETECH is hopeful that with
the continuing support of the unofficial committee, the Indenture
Trustee and a majority of the noteholders will cooperate with
KENETECH and refrain from taking any action against KENETECH.
CONTACT: KENETECH Corp.
Nicholas Politan/Mark Lerdal, 415/398-3825
or
Attorney Contact
Alan Pedlar, 213/251-5170
Ronald L. Fein, 213/251-5280WORK RECOVERY, INC. FILES FOR COURT PROTECTION
TUCSON, Ariz., May 29, 1996 -- Work Recovery, Inc. (WRI)
announced today its decision to seek court protection from its
creditors. The Company's Board of Directors had authorized management
to file for protection pursuant to Chapter 11 of the U.S. bankruptcy
code, if management deemed filing necessary. Management believed that
it was unlikely the Company would be able to continue day to day
operations without the protection of Chapter 11.
Despite the tremendous potential of the ERGOS(R) technology, Work
Recovery has continued to confront an extremely difficult cash flow
situation. The Company sustained significant losses for the fiscal year
ended June 30, 1995 and has experienced further material financial and
liquidity deterioration since year end.
Management has indicated the need for outside financing to fund
current negative cash flows form operations and to support its business
development plan over the next 24 months. The TEAM for New Management
is continuing efforts to address financing strategies that would lead to
a bridge loan of $6-10 million. However, legal actions against the
Company and other contingent liabilities have severely limited the
Company's ability to obtain financing outside of Chapter 11
reorganization. Without such loan, Work Recovery will continue to
struggle to meet its obligations and reach its potential.
Acting President and CEO Dorcas R. Hardy said, "the need for the
Company to continue operating and survive long enough to reach its full
potential was the main factor leading to the decision to seek court
protection." Hardy also said, "We are hopeful that Work Recovery will
overcome its stormy past and continue to be the undisputed leader in the
field of functional capacity assessment and disability evaluation
technology."
Work Recovery, Inc. manufactures, markets and licenses objective
functional capacity assessment technology, ERGOS(R), for the evaluation
of injured workers.
CONTACT: Jake Mendoza of Work Recovery, 520-322-6634