On July 14, 1995, ABC Acquisition Corporation (the “Purchaser”), a wholly owned subsidiary of the Company, commenced a tender offer (the “Offer”) to purchase all outstanding shares of common stock of WorldWay Corporation (“WorldWay”), at a purchase price of $11 per share (the “Acquisition”). Pursuant to the Offer, on August 11, 1995, the Purchaser accepted for payment shares of WorldWay validly tendered, representing approximately 91% of the shares outstanding. On October 12, 1995, the remaining shares of WorldWay’s common stock were converted into the right to receive $11 per share in cash.

For financial statement purposes, the WorldWay acquisition has been accounted for under the purchase method effective August 12, 1995. The accompanying financial statements include the results of operations for WorldWay and its subsidiaries since August 12, 1995. Because of the decentralized accounting functions of WorldWay’s subsidiaries, the purchase allocation was finalized in 1996 after completing the comprehensive determination of WorldWay’s asset values and liabilities. The Company’s allocation of the purchase cost resulted in an increase in goodwill of $13 million from the preliminary allocation. Assets with a fair value of approximately $313 million were acquired and liabilities with a fair value of approximately $252 million were assumed. The Company’s total purchase price was $76 million. Approximately $15 million of goodwill was recorded as a result of the purchase allocation and is being amortized over a 30-year period.

On September 30, 1994, the Company consummated the purchase of all outstanding stock of the Clipper Group pursuant to a stock purchase agreement entered into on August 18, 1994. Assets of approximately $26.2 million were acquired and liabilities of approximately $14.7 million were assumed. The Company’s total purchase price was $60.9 million.

The Clipper acquisition has been accounted for under the purchase method, effective September 30, 1994. The accompanying financial statements include the results of operations of Clipper since September 30, 1994. The purchase price has been allocated to assets and liabilities based on their estimated fair values as of the date of acquisition. Approximately $49.4 million of goodwill was recorded as a result of the purchase allocation and is being amortized over a 30-year period.

On October 12, 1994, the Company issued 310,191 shares of common stock for all of the outstanding stock of Traveller Enterprises and subsidiaries and Commercial Warehouse Company, collectively (the “Traveller Group”). The acquisition of the Traveller Group has been accounted for as a pooling of interests. The Traveller Group’s operations are not material to the Company’s consolidated financial statements for any period; therefore, financial statements for periods prior to the merger have not been restated, and the financial statements include operations of the Traveller Group from the date of the combination.

Operating results for 1996 and pro forma unaudited information (as if the Clipper Group, Traveller Group and the WorldWay acquisitions were completed at the beginning of 1994) for 1995 and 1994 is as follows:

                                         1996         1995         1994   
                                           (thousands, except per share data)

Operating revenues                  $ 1,659,184  $ 1,921,432  $ 2,144,994    
Operating expenses                    1,681,512    2,007,421    2,059,351    
                                        (22,328)     (85,989)      85,643    
Interest expense, net                    31,869       24,769       21,451    
Minority interest in subsidiary          (1,768)       1,297        3,523    
Other expense, net                        4,309       24,069        8,687    
Provision for income taxes (credit)     (20,135)     (46,879)      24,960    
Net Income (loss)                   $   (36,603) $   (89,245) $    27,022    
Earnings (loss) per common share    $     (2.10) $     (4.79) $      1.16
Average common shares outstanding        19,511       19,544       19,662    

The above pro forma unaudited information does not purport to be indicative of the results which actually would have occurred had the acquisitions been made at the beginning of the respective periods.