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  • wyrbender wyrbender Feb 20, 1999 10:35 AM Flag

    We should be hearing from the SEC again

    The following is the text of the Wolk
    article:

    The SEC has required Premiere to restate its
    acquisition of Xpedite as a purchase. It has been asked to
    discontinue its use of pooling of interests accounting for
    its February 27, 1998 acquisition of Expedite. The
    SEC determined that Premiere's post- acquisition
    share repurchase program of 1.1 million shares
    completed September 1998 was not executed within the
    limitations required for pooling treatment. Premiere
    inadvertently purchased approximately 1400 excess shares,
    beyond it's boards authorization, and had hoped the
    subsequent sales of these shares would be sufficient.
    Premiere's excess purchjase represented a vallue of
    $10,000---immaterial to the $450 million paid for Xpedite. We have
    been aware of the SEC's review since October, when
    ther company voluntarily initiated discussions to
    resolve the impact of its repurchase
    program.

    Under purchase accounting, Premiere is required to
    amortize intangible assets of $350-375 million,
    eliminating earnings for the next several years. Assuming a
    seven year amortization period, we estimae additional
    expenses of $53 million annually. As a result, reported
    EPS could be closer to $(0.76) in 1999 and $(0.50) in
    1998. There is no impact on cash flow and we are
    maintaining EBITDA forecasts of $110 million in 1999, up from
    $95 million in 1998---$2.39 and $2.06 per share
    respectively.