-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmR+pVBEiAon+Uq8xeCmqENnNxvRWGIwyfFlTjIh5q34WXae7uNVS8Qv0cp0zPVf BfJ6/LOJlHbHZZke0ioL1g== 0000200243-96-000001.txt : 19960207 0000200243-96-000001.hdr.sgml : 19960207 ACCESSION NUMBER: 0000200243-96-000001 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951017 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARTRA GROUP INC CENTRAL INDEX KEY: 0000200243 STANDARD INDUSTRIAL CLASSIFICATION: COSTUME JEWELRY & NOVELTIES [3960] IRS NUMBER: 251095978 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03916 FILM NUMBER: 96511535 BUSINESS ADDRESS: STREET 1: 500 CENTRAL AVE CITY: NORTHFIELD STATE: IL ZIP: 60093 BUSINESS PHONE: 7084416650 MAIL ADDRESS: STREET 1: 500 CENTRAL AVE CITY: NORTHFIELD STATE: IL ZIP: 60093 FORMER COMPANY: FORMER CONFORMED NAME: TELEPRO INDUSTRIES INC DATE OF NAME CHANGE: 19820225 FORMER COMPANY: FORMER CONFORMED NAME: ELT INC DATE OF NAME CHANGE: 19760503 FORMER COMPANY: FORMER CONFORMED NAME: DUTCH BOY INC DATE OF NAME CHANGE: 19750630 8-K/A 1 AMENDMENT NO. 2 TO FORM 8-K DATED 10/17/95 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 17, 1995 ---------------- ARTRA GROUP INCORPORATED (Exact name of registrant as specified in its charter) Pennsylvania -------------------------------------------- State or Other Jurisdiction of Incorporation 1-3916 25-1095978 ---------------------- ----------------- Commission File Number I.R.S. Employer Identification No. 500 Central Avenue, Northfield, IL 60093 -------------------------------------- -------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: (708) 441-6650 Not Applicable - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Item 7. Financial Statements and Exhibits On September 11, 1995, the Lori Corporation ("Lori"), then a 62.6% owned subsidiary Fill-Mor Holding Inc. ("Fill-Mor"), a wholly-owned subsidiary of ARTRA GROUP Incorporated ("ARTRA" or the "Registrant"), signed a stock purchase agreement to participate in the acquisition of one hundred percent of the capital stock of Spectrum Global Services, Inc. d/b/a YIELD Global ("YIELD"), a wholly owned subsidiary of Spectrum Information Technologies, Inc. ("SIT"). YIELD provides telecommunications and computer technical staffing services worldwide to Fortune 500 companies and maintains an extensive, global database of technical specialists, with an emphasis on wireless communications capability. See Registrant's Form 8-K dated September 11, 1995. On October 17, 1995, Lori completed the acquisition of one hundred percent of the capital stock of YIELD for consideration consisting of cash of approximately $6,000,000. See Registrant's Form 8-K dated October 17, 1995. Effective December 1, 1995, Lori changed its corporate name to COMFORCE Corporation. The registrant hereby files this Form 8-K/A, Amendment No.2 to its Form 8-K dated October 17, 1995 to file amended financial statements as required in accordance with Item 7(a)(4) of Form 8-K and to file related pro forma financial information as required in accordance with Item 7(b) of Form 8-K. (a) Financial Statements of Business Acquired COMFORCE Corporation (formerly Spectrum Global Services, Inc.) Financial Statements as of September 30, 1995 and December 31, 1994 (Unaudited). (b) Pro Forma Financial Information Pro forma Consolidated Balance Sheet as of September 28, 1995 Pro forma Consolidated Statements of Operations for the nine month period ended September 28, 1995 and the year ended December 29, 1994 (Unaudited). Item 7(a) Financial Statements of Business Acquired COMFORCE CORPORATION (FORMERLY SPECTRUM GLOBAL SERVICES, INC.) FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 Comforce Corporation Index to Financial Statements Page(s) Report of Independent Accountants 1 Financial Statements: Balance Sheets as of September 30, 1995 and December 31, 1994 2 Statements of Operations and Retained Earnings(accumulated deficit) for the nine month period ended September 30, 1995 and the year ended December 31, 1994 3 Statements of Cash Flows for the nine month period ended September 30, 1995 and the year ended December 31, 1994 4 Notes to Financial Statements 5-8 Report of Independent Accountants To the Board of Directors of Comforce Global, Inc.: We have audited the accompanying balance sheets of Comforce Global, Inc. (formerly Spectrum Global Services, Inc., the "Company") as of September 30, 1995 and December 31, 1994, and the related statements of operations and retained earnings (accumulated deficit) and cash flows for the nine month period ended September 30, 1995 and the year ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Comforce Global, Inc. as of September 30, 1995 and December 31, 1994, and the results of its operations and its cash flows for the nine month period ended September 30, 1995 and the year ended December 31, 1994, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Melville, New York December 1, 1995. Comforce Global, Inc. Balance Sheets as of September 30, 1995 and December 31, 1994 September 30, December 31, ASSETS: 1995 1994 ------------ ------------ Current assets: Cash and cash equivalents $ 1,186,868 $ 426,334 Accounts receivable 1,602,659 1,456,583 Unbilled accounts receivable 279,626 158,793 Prepaid expenses and other assets 23,173 32,664 ------------ ------------ Total current assets 3,092,326 2,074,374 Property and equipment, net 93,708 55,877 Intangible assets 2,149,661 2,272,890 Other assets 14,491 25,477 ------------ ------------ Total assets $ 5,350,186 $ 4,428,618 ============ ============ LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIENCY): Current liabilities (deficiency): Accounts payable $ 42,792 $ 27,714 Accrued liabilities 423,580 229,703 Income taxes payable 24,453 Accounts payable - parent 978,855 178,106 Accounts payable - affiliates 30,980 30,086 ------------ ------------ Total current liabilities 1,476,207 490,062 ------------ ------------ Stockholders' equity (deficiency): Capital stock 1 1 Additional paid-in capital 3,919,999 3,919,999 Retained earnings (accumulated deficit (46,021) 18,556 ------------ ------------ Total stockholders' equity 3,873,979 3,938,556 ------------ ------------ Total liabilities and stockholders' equity (deficiency) $ 5,350,186 $ 4,428,618 ============ ============ The accompanying notes are an integral part of the financial statements. Comforce Global, Inc. Statements of Operations and Retained Earnings (Accumulated Deficit) Nine month period ended Year ended September 30, December 31, 1995 1994 ------------ ------------ Sales $ 9,007,461 $ 8,244,721 ------------ ------------ Direct costs and expenses: Cost of sales 6,764,942 6,417,395 Operating expenses 1,159,168 1,133,298 ------------ ------------ Total direct costs and expenses 7,924,110 7,550,693 ------------ ------------ 1,083,351 694,028 ------------ ------------ Other income (expense): Interest income 6,632 8,975 Overhead charges from parent (Note 9) (1,139,560) (803,280) ------------ ------------ Other income (expense) (1,132,928) (794,305) ------------ ------------ Loss before provision for income taxes (49,577) (100,277) Income tax provision 15,000 14,740 ------------ ------------ Net loss (64,577) (115,017) Retained earnings, beginning of year 18,556 133,573 ------------ ------------ Retained earnings(accumulated deficit), end of period $ (46,021) $ 18,556 ============ ============ The accompanying notes are an integral part of the financial statements. Comforce Global, Inc. Statements of Cash Flows Nine month period ended Year ended September 30, December 31, 1995 1994 ------------ ------------ Cash flows from operating activities: Net (loss) income $ (64,577) $ (115,017) Adjustments to reconcile net income to cash flows provided by operating activities: Depreciation 18,836 10,173 Amortization 123,229 164,305 Changes in operating assets and liabilities: Accounts receivable (146,076) (256,348) Unbilled accounts receivable (120,833) (158,793) Prepaid expenses 9,491 (9,186) Deposits 10,986 (24,360) Accounts payable 15,078 22,645 Accrued liabilities 193,877 139,216 Accounts payable - parent 800,749 178,106 Income taxes payable (24,453) (18,657) Accounts payable - affiliate 894 30,086 ------------ ------------ Net cash provided by (used in) operating activities 817,201 (37,830) ------------ ------------ Cash flows from investing activities: Purchase of property and equipment (56,667) (54,318) ------------ ------------ Net cash used in investing activities (56,667) (54,318) ------------ ------------ Net increase (decrease) in cash and cash equivalents 760,534 (92,148) ------------ ------------ Cash and cash equivalents, beginning of year 426,334 518,482 ------------ ------------ Cash and cash equivalents, end of period $ 1,186,868 $ 426,334 ============ ============ Cash paid for: Income taxes $ 35,371 $ 51,884 ============ ============ The accompanying notes are an integral part of the financial statements. Comforce Global, Inc. Notes to Combined Financial Statements 1. Description of Business: Comforce Global, Inc. (formerly Spectrum Global Services, Inc., the "Company"), a Delaware Corporation, became a wholly owned subsidiary of Spectrum Information Technologies, Inc. through an acquisition of the Company's assets on October 31, 1993. On October 17, 1995, 100% of the stock of Spectrum Global Services, Inc. was sold to Lori Corporation, at which time the Company changed its name to Comforce Global, Inc.. The Company provides telecommunications and computing staffing and consulting services worldwide. 2. Summary of Significant Accounting Policies: Revenue Recognition Revenue for providing staffing services is recognized at the time such services are rendered. Cash and Cash Equivalents Cash and cash equivalents include highly liquid short-term investments with an original maturity of three months or less. Cash equivalents consists primarily of money market funds. Accounts Receivable and Unbilled Accounts Receivable Accounts receivable consists of those amounts due to the Company for staffing services rendered to various customers. Accrued revenue consists of revenues earned and recoverable costs for which billings have not yet been presented to the customers as of the balance sheet dates. Property and Equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Expenditures for betterments and major renewals are capitalized. The cost of assets sold or retired and the related amounts of accumulated depreciation are eliminated from the accounts in the year of disposal, with any resulting profit or loss included in income. Depreciation and amortization of assets are provided using the straight-line method over the estimated useful life of the asset. Intangibles Goodwill is amortized over 15 years on a straight line basis. Notes to Combined Financial Statements, Continued Income Taxes Effective January 1, 1994, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to their expected realizable value. The cumulative effect of implementing SFAS No. 109 as of January 1, 1994 was not significant. 3. Purchase of Assets: On October 31, 1993, Spectrum Information Technologies, Inc. purchased the assets and assumed the liabilities of Yield Industries, Inc. ("Yield") and Wintec Corporation ("Wintec"). Subsequent to this, the name was changed to Spectrum Global Services, Inc. The acquisition has been accounted for as a purchase. The fair value of the assets acquired, including goodwill, was $4,120,000 and liabilities assumed totaled $199,000. Goodwill of approximately $2,465,000 is being amortized over 15 years on a straight-line basis. 4. Property and Equipment: Property and equipment are summarized as follows: Life of equipment 1995 1994 --------- --------- --------- Office equipment 3-5 years $ 61,311 $ 37,211 Furniture and fixtures 5-years 65,144 32,577 --------- --------- 126,455 69,788 Less, accumulated depreciation 32,747 13,911 --------- --------- $ 93,708 $ 55,877 ========= ========= Notes to Combined Financial Statements, Continued 5. Income Taxes: The provision for income taxes of $15,000 for the nine months ended September 30, 1995 and $14,740 for the year ended December 31, 1994 reflects minimum state and local income taxes as the Company has state net operating losses on separate Company returns. The Company files its federal income tax return as part of its parent's consolidated return. Due to significant losses of the parent, the Company has provided a full valuation on the potential future benefit from its federal net operating losses. Net losses for financial reporting purposes do not differ significantly from net losses for income tax purposes. 6. Concentration of Credit Risk: The Company's accounts receivable as of September 30, 1995 and December 31, 1994 consist primarily of amounts due from telecommunication companies. As a result, the collectibility of these receivables is dependent, to an extent, upon the economic condition of the telecommunications industry. At September 30, 1995 and December 31, 1994, the Company had four customers with accounts receivable balances that aggregated 48% and 46%, respectively, of the Company's total accounts receivable. Percentages of total revenues from significant customers for the nine month period ended September 30, 1995 and the year ended December 31, 1994 are summarized as follows: September 30, December 31, 1995 1994 ------------ ------------ Customer 1 19.2% 19.9% Customer 2 12.9% 12.8% Customer 3 10.5% 9.9% The Company maintains cash in bank accounts which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes they are not exposed to any significant credit risk on their cash balances. The Company believes it mitigates such risk by investing its cash through major financial institutions. 7. Accrued Expenses: Accrued expenses consist of the following: 1995 1994 ------------ ------------ Payroll and payroll taxes $ 274,864 $ 143,449 Workers' compensation 70,000 70,000 Professional fees 42,408 7,531 Vacation 27,595 8,723 Other 8,713 ------------ ------------ $ 423,580 $ 229,703 ============ ============ Notes to Combined Financial Statements, Continued 8. Commitments and Contingencies: Leases At September 30, 1995, future minimum annual rental commitments under noncancelable operating leases are as follows: 1996 $ 57,388 1997 58,583 1998 60,703 1999 62,913 2000 54,111 ---------- $ 293,698 ========== Total rent expense for the nine month period ended September 30, 1995 and the year ended December 31, 1994 was $25,627 and $46,498, respectively. 9. Charges From Parent: For the nine months ended September 30, 1995 and the year ended December 31, 1994, approximately $1,139,560 and $803,280, respectively, was charged to the Company by its parent, Spectrum Information Technologies, Inc. as a management charge which reflects an allocation of corporate overhead. Management expects that such charges will no longer continue as a result of the sale of the Company to Lori Corporation. Such charges may not represent expenses that would have been incurred had the Company operated as a stand-alone entity. In addition, the Company is charged by its parent company for insurance, rent, payroll, professional fees, and other miscellaneous office expenses. Such charges amounted to $236,808 and $506,113 for the nine month period ended September 30, 1995 and for the year ended December 31, 1994, respectively, and are included in general and administrative expenses. The Company purchased furniture and equipment and was charged miscellaneous office expenses from its affiliates. Such charges amount to $1,014 and $29,967 in 1995 and 1994, respectively. 10. Other Matters: On January 26, 1995, Spectrum Information Technologies, Inc., filed petition for relief under Chapter 11 of the Bankruptcy Code (Spectrum Global Services, Inc., was not included in such filing). The sale of the stock of Spectrum Global Services, Inc. to Lori Corporation on October 17, 1995 was formally approved by the bankruptcy court. Notes to Combined Financial Statements, Continued In March 1995, the United States Attorney for the Eastern District of New York handed down indictments naming a former officer, former directors and former employees of Spectrum Information Technologies, Inc., including the former president and founder of Spectrum Global Services, Inc., Mr. James Paterek, for allegedly conspiring to commit mail/wire fraud in connection with the operations of the Caserta Group. Mr. Paterek has entered a plea of not guilty. The government agreed to dismiss the indictment effective June 1996, subject to certain conditions. He has resigned his position as president in September 1995, remains an owner of approximately 14.7% of Lori Corporation and continues as a consultant to the Company. Item 7(b) Pro Forma Financial Information The following unaudited pro forma condensed consolidated balance sheet at September 28, 1995 presents the financial position of the Company at September 28, 1995 as if the acquisition of Yield and the related private placement of Lori common shares had been consummated as of September 28, 1995. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 28, 1995 and the year ended December 29, 1994 present the Company's results of operations as if the acquisition of Yield and the related private placement of Lori common shares had been consummated as of December 30, 1993. Due to the issuances of additional Lori common stock relating to the Yield acquisition and certain other non-related transactions, ARTRA's common stock ownership interest in Lori will be reduced to approximately 25%. The following unaudited pro forma condensed consolidated financial statements present ARTRA's investment in Lori as accounted for using the equity method. ARTRA GROUP INCORPORATED PRO FORMA BALANCE SHEET September 28, 1995 (Unaudited in thousands)
Deconsolidate Pro Forma Historical COMFORCE (A) Adjustments Pro Forma ---------- ------------ ------------ ------------ Current assets Cash $632 ($2) $630 Accounts receivable 10,184 $76 (B) 10,260 Inventories 18,433 18,433 Assets of discontinued operations held for disposal 16,164 (4,488) 11,676 Other current assets 674 (35) 639 ---------- ------------ ---------- 46,087 (4,525) 41,638 ---------- ------------ ---------- Property, plant and equipment, net 28,544 28,544 Investment in Yield 753 (753) -- Investment in COMFORCE (Lori) (6,916) 3,631 (B) (3,285) Other noncurrent assets 105 105 Goodwill, net 3,672 3,672 ---------- ---------- ---------- ---------- Total assets $79,161 ($12,194) $3,707 $70,674 ========== ========== ========== ========== Current liabilities Notes payable $28,867 ($2,586) $2,086 (B) $28,367 Current maturities of long-term debt 34,420 34,420 Accounts payable 15,484 (660) 541 (B) 15,365 Accrued liabilities 18,367 (476) 125 (B) 18,016 Income taxes 690 690 Obligations expected to be settled by the issuance of common stock 3,000 (3,000) -- Liabilities of discontinued operations held for disposal 14,159 (4,517) 9,642 ---------- ---------- ---------- Total current liabilities 114,987 (11,239) 106,500 ---------- ---------- ---------- Long-term debt 11,086 11,086 Other noncurrent liabilities 1,455 (955) 955 (B) 1,455 Commitments and contingencies Redeemable common stock 4,253 4,253 ARTRA redeemable preferred stock 3,551 3,551 Bagcraft redeemable preferred stock 10,625 10,625 BCA holdings redeemable preferred stock 4,087 4,087 Shareholders' Equity (Deficit) Common stock 5,091 5,091 Additional paid-in capital 36,764 36,764 Receivable from related party (4,159) (4,159) Accumulated deficit (107,774) (107,774) ---------- ---------- (70,078) (70,078) Treasury stock (805) (805) ---------- ---------- (70,883) (70,883) ---------- ---------- ---------- ---------- $79,161 ($12,194) $3,707 $70,674 ========== ========== ========== ==========
Pro Forma Adjustments to the the unaudited consolidated balance sheet consist of: (A) Deconsolidate Comforce (Lori) and reflect ARTRA's investment in and advances to Comforce (Lori) under the equity method. (B) Lori liabilities to be assumed by ARTRA per provisions of the Yield acquisition agreement. ARTRA GROUP INCORPORATED PRO FORMA STATEMENT OF OPERATIONS September 28, 1995 (Unaudited in thousands, except per share data)
Deconsolidate Pro Forma Historical COMFORCE (A) Adjustments Pro Forma ----------- ------------- -------------- ---------- Net sales $90,703 $90,703 ----------- ---------- Costs and expenses: Cost of goods sold 76,871 76,871 Selling, general and administrative 15,972 ($3,265) 12,707 Depreciation and amortization 3,306 3,306 ----------- ----------- ---------- 96,149 (3,265) 92,884 ----------- ----------- ---------- Operating loss (5,446) 3,265 (2,181) ----------- ----------- ---------- Other income (expense): Interest expense (6,392) 410 ($410)(C) (6,392) Equity in Comforce (Lori) (3,387)(B) (3,387) Other income (expense), net 1 1 ----------- ----------- ---------- (6,391) 410 (9,778) ----------- ----------- ---------- Loss from continuing operations before income taxes (11,837) 3,675 (11,959) Provision for income taxes (35) (35) Minority interest (671) (671) ----------- ----------- ---------- Loss from continuing operations (12,543) 3,675 (12,665) Dividends applicable to redeemable preferred stock (422) (422) Redeem common stock accretion (246) (246) ----------- ----------- ---------- ---------- Loss from continuing operations applicable to common shares ($13,211) $3,675 ($3,797) ($13,333) =========== =========== ========== ========== Loss per share from continuing operations ($1.96) ($1.98) ========= ========= Weighted average shares outstanding 6,712 6,712 ========= ========= Pro Forma Adjustments to the the unaudited consolidated statement of operations consist of: (A) Deconsolidate COMFORCE (Lori) and reflect ARTRA's investment in and advances to (Comforce) Lori under the equity method. (B) Reflect ARTRA's equity in COMFORCE's (Lori) pro forma loss. (C) Interest expense on Lori obligations assumed by ARTRA. ARTRA GROUP INCORPORATED PRO FORMA STATEMENT OF OPERATIONS December 29, 1994 (Unaudited in thousands, except per share data) Deconsolidate Pro Forma Historical COMFORCE (A) Adjustments Pro Forma ----------- ------------- -------------- ---------- Net sales $111,837 $111,837 ---------- ---------- Costs and expenses: Cost of goods sold 94,766 94,766 Selling, general and administrative 16,760 ($966) 15,794 Depreciation and amortization 4,344 (7) 4,337 ----------- ----------- ---------- 115,870 (973) 114,897 ----------- ----------- ---------- Operating loss (4,033) 973 (3,060) ----------- ----------- ---------- Other income (expense): Interest expense (8,618) 1,316 (7,302) Equity in Comforce (Lori) ($2,501)(B) (2,501) Other income (expense), net 13 13 ----------- ----------- ---------- (8,605) 1,316 (9,790) ----------- ----------- ---------- Loss from continuing operations before income taxes (12,638) 2,289 (12,850) Provision for income taxes (9) (9) Minority interest (889) (889) ----------- ----------- ---------- Loss from continuing operations (13,536) 2,289 (13,748) Dividends applicable to redeemable preferred stock (516) (516) Redeem common stock accretion (309) (309) ----------- ----------- ---------- ---------- Loss from continuing operations applicable to common shares ($14,361) $2,289 ($2,501) ($14,573) =========== =========== ========== ========== Loss per share from continuing operations ($2.51) ($2.55) =========== ========== Weighted average shares outstanding 5,702 5,702 =========== ==========
Pro Forma Adjustments to the the unaudited consolidated statement of operations consist of: (A) Deconsolidate COMFORCE (Lori) and reflect ARTRA's investment in and advances to (Comforce) Lori under the equity method. (B) Reflect ARTRA's equity in COMFORCE's (Lori) pro forma loss. 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 thereunder duly authorized. ARTRA GROUP INCORPORATED ------------------------ Registrant Dated: February 6, 1996 JAMES D. DOERING - ----------------------- --------------------------------------- Vice President/Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----