-----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, O48eEueU28CYsilpIZyO8M9kLNiEDDHe9axMzQmxpDAL7C4bWxt3iablEwKxffVY +36xXuT877PB4hufoOYgmA== 0001012734-99-000001.txt : 19990129 0001012734-99-000001.hdr.sgml : 19990129 ACCESSION NUMBER: 0001012734-99-000001 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVIS BOATS & MOTORS INC CENTRAL INDEX KEY: 0001012734 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 742024798 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-20757 FILM NUMBER: 99515592 BUSINESS ADDRESS: STREET 1: 5000 PLAZA ON THE LAKE STREET 2: SUITE 250 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123478787 MAIL ADDRESS: STREET 1: 5000 PLAZA ON THE LAKE STREET 2: SUITE 250 CITY: AUSTIN STATE: TX ZIP: 78746 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For the Fiscal Year Ended September 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-20757 TRAVIS BOATS & MOTORS, INC. (Exact name of registrant as specified in its charter) TEXAS 74-2024798 State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification Number) 5000 Plaza on the Lake, Suite 250, Austin, Texas 78747 (Address of principal executive offices) Registrant's telephone number, including area code: (512) 347-8787 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK, $.01 PAR VALUE (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [__] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [__] The aggregate market value of the voting stock (which consists solely of shares of Common Stock) held by non-affiliates of the Registrant as of December 24, 1998, (based upon the last reported price of $19.75 per share) was approximately $56,779,631 on such date. The number of shares of the issuer's Common Stock, par value $.01 per share, outstanding as of December 24, 1998 was 4,287,063 of which 2,874,914 shares were held by non-affiliates. PART III Item 10. Directors and Executive Officers The Company's Bylaws provide that the affairs of the Company shall be conducted by a Board of Directors composed of seven members and empower the Board to increase or decrease the number of directors by resolution adopted by a majority of the Board. The Board in its discretion and in accordance with such authority has fixed its size at seven members. The Board of Directors is divided into three classes, designated as Class A, Class B and Class C. The members of each class of directors serve for staggered three-year terms. Messrs. Bohls and Simpson are currently Class A directors and will stand for reelection at the 2000 annual stockholders meeting. Messrs. Spradling, Gurasich and McClendon are currently Class B directors and are to stand for election at the 2001 annual stockholders meeting. Messrs. Walton and Siddons are currently Class C directors and will stand for election at the 1999 annual stockholders' meeting. The affirmative vote of a plurality of holders of the outstanding shares of Common Stock represented at a meeting at which a quorum is present is required to elect each director nominee The following table sets forth certain information with respect to each director and each executive officer of the Company: Name Age Position Mark T. Walton(1)(2) 47 Chairman of the Board and President Ronnie L. Spradling(1) 55 Executive Vice President--New Store Development and Director Michael B. Perrine 35 Chief Financial Officer, Treasurer and Secretary E. D. Bohls(1)(2) 80 Vice Chairman of the Board Joseph E. Simpson(1)(2)(3) 65 Director Robert C. Siddons(1)(2)(4) 56 Director Steven W. Gurasich,Jr.(3)(4) 50 Director Zach McClendon, Jr.(3)(4) 61 Director (1) Member of the Nominations Committee. (2) Member of the Executive Committee (3) Member of the Audit Committee. (4) Member of the Compensation Committee. Mark T. Walton has served as President and as a director of the Company since 1980 and as Chairman of the Board since 1995. From 1979 to 1980, Mr. Walton served as the General Manager of the Company's Austin store. Mr. Walton has over 28 years of retail boating experience. Ronnie L. Spradling has served as Executive Vice President of the Company since 1989 and as the Executive Vice President of New Store Development since 1994. Mr. Spradling became a director in 1995. Mr. Spradling previously served as the General Manager of Falcon Marine, Inc. (a subsidiary of the Company), located in Midland, Texas from 1982 to 1988. Mr. Spradling has over 31 years of experience in boat retailing operations. Michael B. Perrine has served as Chief Financial Officer since 1991 and as Treasurer and Secretary of the Company since 1992. From 1986 to 1991, he served as a loan officer in the Commercial Banking Division of NationsBank, N.A. Mr. Perrine is responsible for developing and implementing the Company's corporate structure. E. D. Bohls has served as Vice Chairman of the Board of the Company since 1995 and previously served as Chairman of the Board of the Company from 1979 to 1995. He served as Chairman of the Board of Capitol Commerce Reporter, Inc., a public records research company, from 1986 through 1998. In addition, he has served as Vice President and as a director of Americana Enterprises, a private real estate development joint venture, since 1975. Mr. Bohls is currently an independent investor. Joseph E. Simpson has served as a director of the Company since 1979. He served as President and as a director of Capitol Commerce Reporter, Inc., a records research company, from 1986 through 1998. Mr. Simpson is currently an independent investor. Robert C. Siddons has served as a director of the Company since 1979. He has served as President of Frank Siddons Insurance Agency, a family-owned insurance agency, since 1987. In addition, he has served as President of the Texas Builders Insurance Company, a commercial lines insurance company, since 1987. Steven W. Gurasich, Jr. has served as director of the Company since July, 1996. For over the past 20 years, Mr. Gurasich has served in various capacities, including most recently as Chairman of the Board of GSD&M Advertising, Austin, Texas, an advertising firm, handling such accounts as Southwest Airlines, Wal-Mart, MasterCard, Coors Light and Pearle Vision. Zach McClendon, Jr. has served as a director of the Company since July, 1996. Mr. McClendon is the co-founder of the predecessor to SeaArc Marine, Inc., a manufacturer of various types of boats and marine products, and now serves as the Chairman of the Board of its parent company, SeaArk Boats, Inc. In addition, Mr. McClendon serves as the Chairman of the Board of Union Bank and Trust Company, a subsidiary of First Union Financial Corporation, and as Chairman of the Board of Drew Cottonseed Oil Mill, Inc., a manufacturer of polystyrene products. Compliance with Section 16(a) of the Exchange Act During the fiscal year ended September 30, 1997, based on a review of Forms 3 and 4 furnished to the Company during its most recent fiscal year and Forms 5 furnished to the Company with respect to its most recent fiscal year, all reporting persons of the Company were in compliance with Section 16(a) of the Exchange Act, except as noted below. Mr. Robert C. Siddons failed to file a Form 4 reflecting the sale of 20,000 shares of Common Stock in June 1997. Mr. Zach McClendon, Jr. failed to file a Form 4 reflecting the purchase of 7,600 shares of Common Stock in June 1997. Item 11. Executive Compensation Compensation of Executive Officers The following table sets forth certain information with respect to the compensation awarded to, earned by or paid for services rendered to the Company in all capacities during the fiscal years ended September 30, 1997, September 30, 1997, September 30, 1996 and September 30, 1995, with respect the Company's President, Mr. Walton, the Executive Vice President, Mr. Spradling, and the Chief Financial Officer, Mr. Perrine (collectively, the ("Named Executive Officers"). No other executive officers of the Company received annual compensation (including salary and bonuses earned) which exceeded $100,000 during the fiscal year ended September 30, 1998.
Long-Term Compensation OTHER SECURITIES Principal Fiscal ANNUAL UNDERLYING Name Position Year Salary Bonus COMPENSATION OPTIONS - ------------------- ------------ ------- ---------- -------- ----------- ----------- Mark T. Walton President 1998 $181,400 $125,000 -- 12,500 1997 175,000 55,500 1,100(2) -- 1996 129,250 45,034 4,177(2) 1995(1) 108,000 45,000 -- 20,267 Ronnie L. Executive 1998 $155,900 $125,000 -- 12,500 Spradling Vice 1997 150,000 58,300 $1,100(2) President 1996 96,900 45,034 1,578(2) -- 1995(1) 69,000 45,000 -- 46,933 Michael B. Chief 1998 $92,700 $76,000 -- 12,500 Perrine Financial 1997 90,000 35,000 $625(2) 5,000 Officer 1996 71,085 27,500 625(2) -- 1995 57,600 17,500 -- 66,667
(1) Fiscal year 1995 was a nine-month period; dollar amounts shown have been annualized. (2) Principally 401(k) plan matching contribution. Compensation of Directors Directors who are not officers and employees of or consultants to the Company receive annual compensation of $10,000, plus $2,000 annually for each committee on which such director serves, excluding the Nominations Committee, for which compensation is not received, and $3,000 per year in the case of the Executive Committee. Directors' expenses for attending meetings are reimbursed by the Company. Options Granted in Last Fiscal Year The following table sets forth information concerning stock options granted by the Company to the Named Executive Officers during the fiscal year ended September 30, 1998.
Individual Grants Number of % of Total Securities Options Underlying Granted to Exercise Options Employees in Price Expiration Name Granted Fiscal Year ($/Share) Date - ---------------- ---------- ------------ --------- ----------- Mark T. Walton 12,500 12.4% $22.50 1/12/2008 Ronnie L. 12,500 12.4% $22.50 1/12/2008 Spradling Michael B. 12,500 12.4% $22.50 1/12/2008 Perrine
Stock Option Exercises and Holdings The following table shows information regarding stock option exercises and unexercised options held as of the end of the fiscal year ended September 30, 1998 by the Named Executive Officers.
At September 30, 1998 Number of Unexercised Options Value of In-the-Money Options Options Name* Exercised* Exercisable Unexercisable Exercisable* Unexercisable* - -------------- ---------- ----------- ------------- ------------ -------------- Mark T. Walton 0 16,214 16,553 $166,194 $ 41,543 Ronnie L. 0 37,546 21,887 $384,847 $ 96,217 Spradling Michael B. 25,000 33,332 20,833 $341,653 $ 85,413 Perrine(1)
* Based on closing price of $15.50 September 30, 1998. Employment Agreements The Company is the beneficiary of employment agreements with TBC Management, Ltd. (an affiliated partnership of the Company) and each of Mark T. Walton, Ronnie L. Spradling and Michael B. Perrine, providing, among other things, for three-year terms commencing in July 1996 and annual base salaries of $181,400 for Mr. Walton, $155,900 for Mr. Spradling and $92,700 for Mr. Perrine, respectively. In addition, Messrs. Walton, Spradling and Perrine have agreed to contractual confidentiality and noncompete provisions in their respective employment agreements, which will extend beyond termination of their employment for any reason. In the event any of these employees are terminated without ''cause,'' as such term is defined in the employee agreements, such employees will be entitled to payment of approximately three times their annual salary. The employment agreements also provide that, if the consolidated income of Travis Boats before income tax expenses and non-recurring audit adjustments (the ''Pre-tax Income'') reflects growth in excess of 20% over the previous fiscal year, Messrs. Walton and Spradling will each receive a bonus of 2% of the Pre-tax Income and Mr. Perrine will receive a bonus of 1% of the Pre-tax Income. If the Pre-tax Income does not reflect growth of 20%, the bonus for each individual will be determined by the Board of Directors. Compensation Committee Interlocks and Insider Participation The Compensation Committee consists of Robert C. Siddons, Steven W. Gurusich, Jr. and Zach McClendon, Jr. Mr. Robert C. Siddons served as the President of the Company from 1979 through 1985. Mr. Zach McClendon, Jr. is an indirect majority owner and the Chairman of the Board of SeaArk Boats, Inc. In fiscal year 1998, the Company purchased $4.8 million of boats from SeaArk, Inc. The Company anticipates that this relationship will continue at the same level of activity in fiscal year 1998. No member of the current Compensation Committee serves as an executive officer of the Company, or as a director of any entity, an executive officer of which serves on the Compensation Committee or as a director of the Company. Item 13. Certain Relationships and Related Transactions SeaArk Boats, Inc. In fiscal year 1998, the Company purchased $4.8 million of boats from SeaArk Boats, Inc. ("SeaArk"). SeaArk is wholly- owned by UniGrace, Inc., which in turn is wholly-owned by McClendon Resources. McClendon Resources is wholly-owned by Zach McClendon, a Director of the Company, and his children. Mr. McClendon serves as the Chairman of the Board of SeaArk, UniGrace, Inc. and McClendon Resources. The Company anticipates that this relationship will continue at the same level in year 1998. Reinsurance Arrangements. The Company, through June 28, 1996, sold extended service contracts to its customers. The obligations of the Company under these contracts were transferred to Ideal Insurance Company, Ltd. ("Ideal") pursuant to an agreement between the Company and Ideal dated as of January 1, 1994. Ideal reinsures these risks with Amerisure Property & Casualty, Ltd. ("Amerisure"), a company wholly owned by certain principal stockholders and directors of the Company, with Messrs. E. D. Bohls, Siddons, Walton and Simpson owning an aggregate of approximately 76%. These contracts are administered by First Extended Service Corporation ("FESC") and are reinsured under a stop-loss policy issued to Amerisure by FFG Insurance Co. ("FFG"), an affiliate of FESC. In conjunction with these arrangements, the Company paid an agreed amount for each extended service contract which is insured and, in the event of claims under any extended service contracts, Amerisure reimburses the repair facility for the amount of covered claims. Amerisure and/or FFG are financially responsible for any repairs required pursuant to the extended service contract. Amerisure is a separate legal entity from the Company. The Company terminated its relationship with Amerisure effective June 28, 1996 with respect to future extended service contracts. The Company is currently using traditional insurance, utilizing an unrelated third party. To provide for the risks associated with the extended service contracts sold by the Company prior to June 28, 1996, Amerisure intends to retain cash reserves in an amount it believes will reasonably be adequate to cover any of Amerisure's obligations. Moreover, Amerisure has obtained the above described stop-loss policy from FFG. For the three fiscal years ended September 30, 1996, September 30, 1995, and December 31, 1994, Amerisure received an aggregate of approximately $850,000, all of which it has reserved against losses with respect to extended service contracts sold to the Company's customers. As noted above, no further amounts were paid to Amerisure after June 28, 1996. All of Amerisure's business resulted from the Company's sale of extended service contracts. Amerisure's underwriting losses and aggregate reinsurance costs will not be determinable until the end of each of the five-year extended service contracts sold prior to June 28, 1996. The Company is not affiliated with Ideal, FESC or FFG. Employment Arrangements. Executive management, store management and corporate administrative employees are employed by TBC Management, Ltd., a Texas limited partnership (the "Partnership"). The Partnership, in turn, has entered into a Management Agreement with the Company and its subsidiaries and invoices each company monthly for management services rendered. The general partner and 1.0% owner of the Partnership is the Company. The sole limited partner and 99.0% owner of the Partnership is TBC Management, Inc. (the "Delaware Company"), a Delaware company wholly owned by Travis Boats. The operations of the Partnership are accounted for on a consolidated basis with those of the Company. The Delaware Company's income results from distributions of the Partnership and is accordingly taxed under Delaware law. These arrangements allow the Company more easily to allocate costs among the various store locations and to reduce Texas franchise taxes. SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) 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. TRAVIS BOATS & MOTORS, INC. _____/S/____ By: Mark T. Walton Chairman of the Board and President Date: January 28, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /S/ MARK T. WALTON Mark T. Walton Chairman of the Board, President and January 28, 1999 Director (Principal Executive Officer ) /S/ RONNIE L. SPRADLING Ronnie L. Spradling Executive Vice President-New Store January 28, 1999 Development and Director /S/ MICHAEL B. PERRINE Michael B. Perrine Chief Financial Officer, Secretary January 28, 1999 and Treasurer (Principal Financial and Accounting Officer ) /S/ E. D. BOHLS E. D. Bohls Vice Chairman of the Board January 28, 1999 and Director /S/ ROBERT C. SIDDONS Robert C. Siddons Director January 28, 1999 /S/ JOSEPH E. SIMPSON Joseph E. Simpson Director January 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----