-----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, LRMuAksU/PP5BlGaLuFksUmzKdQxJwcLuC5X2Mqefh+JST5ilPcNl0Tz1Nt6SvVj +nZ1DoSG3HSV2MjWhHudjg== 0000950134-97-008673.txt : 19971118 0000950134-97-008673.hdr.sgml : 19971118 ACCESSION NUMBER: 0000950134-97-008673 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970731 FILED AS OF DATE: 19971117 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BESTWAY INC CENTRAL INDEX KEY: 0000004344 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 810332743 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-08568 FILM NUMBER: 97723117 BUSINESS ADDRESS: STREET 1: 7800 STEMMONS STE 320 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146306655 MAIL ADDRESS: STREET 1: 7800 STEMMONS FRWY SUITE 320 CITY: DALLAS STATE: TX ZIP: 75217 FORMER COMPANY: FORMER CONFORMED NAME: BESTWAY RENTAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMARCO RESOURCES CORP DATE OF NAME CHANGE: 19880403 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K 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 For the fiscal year ended July 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______________to_____________ Commission file number 0-8568 BESTWAY, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 81-0332743 ------------------------------ --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7800 Stemmons Freeway, Suite 320, Dallas, Texas 75247 ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 630-6655 ---------------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- ------------------------- (None) (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 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the 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 number of shares of Common Stock, $.01 par value, outstanding at July 31, 1997, was 1,749,967. Bestway, Inc. (the "Company") hereby files this Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended July 31, 1997 (the "1997 10-K") filed on October 23, 1997 with the Securities and Exchange Commission (the "Commission") to add the information required by Part III (Items 10,11,12 and 13) rather than to incorporate such information by reference in the 1997 10-K from the Company's definitive proxy statement for its 1997 Annual Meeting of Stockholders as the Company had originally intended. 2 BESTWAY, INC. FORM 10-K/A - -------------------------------------------------------------------------------- Part III of the 1997 10-K is hereby deleted and replaced in its entirety with the following (All capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in the 1997 10-K): PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The name, age and positions of each of the directors and executive officers of the Company are listed below.
Name Age Position - ------------------- --- -------------------------------------------------------------------- Jack E. Meyer 54 Director and Member of the Audit Committee of the Board of Directors James A. O'Donnell 45 Director and Member of the Audit Committee of the Board of Directors R. Brooks Reed 56 Chairman of the Board and Chief Executive Officer Teresa A. Sheffield 37 President and Chief Operating Officer Beth A. Durrett 40 Senior Vice President - Finance Joe R. McElroy 40 Vice President - Real Estate
Mr. Meyer has served as a director of the Company since 1980. Mr. Meyer is currently President and Chief Executive Officer of Urologix, Inc. From March 1993 to January 1994 he was President and Chief Executive Officer for Fiberoptic Sensor Technologies. Mr. Meyer has served as a director for Urologix, Inc. since 1994. Mr. O'Donnell has served as a director of the Company since 1987. Mr. O'Donnell is currently a partner with the private equity firm of Cravey, Green & Wahlen and since 1987 has been a general partner of O'Donnell and Masur, LP, a venture capital investment firm which is a significant stockholder and debt holder of the Company. Mr. Reed has served as Chairman of the Board of Directors and Chief Executive Officer of the Company since 1979. From 1983 to May 1997, Mr. Reed served as President of the Company. Mr. Reed is also a principal of Phoenix Partners, Inc., a private investment company engaged in the acquisition and operation of medium-sized businesses in a variety of industries. Ms. Sheffield has served as President and Chief Operating Officer since May 1997. From July 1992 to May 1997, Ms. Sheffield served as Vice President - Operations. From February 1988 to July 1992, Ms. Sheffield served in various capacities with the Company. Ms. Durrett has served as Senior Vice President - Finance of the Company since May 1997. From 1987 to May 1997, Ms. Durrett served as Vice President - Controller and was appointed Secretary in 1991. Ms. Durrett has served in various capacities with the Company since September 1979. 3 BESTWAY, INC. FORM 10-K/A - -------------------------------------------------------------------------------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, Continued Mr. McElroy has served as Vice President - Real Estate since May 1997. From January 1996 to May 1997, Mr. McElroy served as Director - Real Estate. Prior to joining the Company, Mr. McElroy was Director of Real Estate for Drinkard Development, Inc. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than 10% of the Company's Common Stock to file reports of ownership and changes in ownership with the Commission. Executive officers, directors and greater than 10% beneficial owners are required by Commission regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received by the Company and written representations from certain reporting persons that no other reports were required for those persons, the Company believes that all Section 16(a) filing requirements applicable to its executive officers, directors and greater than 10% beneficial owners were complied with during the fiscal year ended July 31, 1997. ITEM 11. EXECUTIVE COMPENSATION The following Summary Compensation Table shows all cash and other compensation paid (or to be paid) by the Company for the fiscal years ended July 31, 1997, 1996 and 1995 to the Company's Chief Executive Officer and highest compensated executive officer for services rendered in all capacities in which they served during each period whose total annual salary and bonus exceeded $100,000 in the fiscal year ended July 31, 1997.
Long -Term Compensation Annual Compensation Awards ---------------------- ------------ Restricted Name and Fiscal Salary Bonus Stock Principal Position Year ($) ($) Awards($) ------------------ ---- -------- -------- -------- R. Brooks Reed, Chairman and Chief 1997 $150,000 -- -- Executive Officer 1996 $150,000 -- -- 1995 $150,000 $37,111 (1) -- Teresa A. Sheffield, 1997 $116,307 $ 19,542 -- President and Chief Operating Officer 1996 $ 85,346 $ 30,376 -- 1995 $ 71,615 $ 29,327 --
(1) This amount represents the tax liability paid by the Company relating to the restricted stock awarded by the Company to Mr. Reed in 1993 in the amount of 109,658 shares of the Company's Common Stock in connection with the restructuring of the Company. 4 BESTWAY, INC. FORM 10-K/A - -------------------------------------------------------------------------------- ITEM 11. EXECUTIVE COMPENSATION, Continued OPTION GRANTS TABLE The following table shows all options granted by the Company for the fiscal year ended July 31, 1997 to the Company's highest compensated executive officers listed above: (i) the number of shares covered by such options; (ii) the percent that such options represented of total options granted to all the Company's employees during the 1997 fiscal year; (iii) the exercise price, and (iv) the expiration date.
Percent of Total Options Granted to Employees in Exercise Options 1997 Price Per Expiration Name Granted Fiscal Year Share Date - ------------------- ------- ------------ --------- --------- R. Brooks Reed -- -- -- -- Teresa A. Sheffield -- -- -- --
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES The following table shows for the fiscal year ended July 31, 1997 to the Company's highest compensated executive officers listed above: (i) the number of shares of the Company's Common Stock acquired upon exercise of options during fiscal year 1997; (ii) the aggregate dollar value realized upon exercise; (iii) the total number of unexercised options held at the end of fiscal year 1997; and (iv) the aggregate dollar value of in-the-money unexercised options held at the end of fiscal year 1997.
Number of Unexercised Value of Unexercised Options at 1997 Fiscal In-the-Money Options at Shares Value Year End 1997 Fiscal Year End (2) Acquired on Realized ---------------------------- ----------------------------- Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable ---- ------------ --- ----------- ------------- ----------- ------------- R. Brooks Reed -- -- -- -- -- -- Teresa A. Sheffield -- -- 30,400 30,400 $45,600 $45,600
(2) Market value of underlying securities at year-end minus the exercise price. RETIREMENT SAVINGS PLAN PROGRAM - 401(K) PLAN The Company established a Retirement Savings Plan (the "Savings Plan") effective as of September 1, 1994 which is intended to qualify under Section 401(k) of the Internal Revenue Code of 1986 (the "Code"). Employees who have been employed with the Company for one year or more are eligible for participation in the Savings Plan. Pursuant to the Savings Plan, employees may elect to reduce their current compensation by up to 15% (subject to certain limitations under the Code) and have the amount of such reduction contributed to the Savings 5 BESTWAY, INC. FORM 10-K/A - -------------------------------------------------------------------------------- ITEM 11. EXECUTIVE COMPENSATION, Continued Plan. The Savings Plan permits, but does not require, additional or matching contributions to the Savings Plan by the Company on behalf of all participants in the Savings Plan. The Company has made no additional or matching contributions to the Savings Plan. The Board of Directors of the Company intends to conduct a review at the end of each fiscal year to determine whether the Company will make any additional or matching contributions to the Savings Plan. All assets of the Savings Plan are held in trust at all times. COMPENSATION OF DIRECTORS The Company's policy is to reimburse its directors for travel, lodging and related expenses incurred on account of attendance at meetings of the Board of Directors and committees thereof. For their participation in special meetings of the Board convened by conference telephone call, for services in relation to any matters adopted by the unanimous written consent of the directors, and for all the various services rendered, directors, other than those who are employees or consultants of the Company, receive an annual retainer of $1,200. Additionally, each director, other than those who are officers or employees of the Company, receive $500 for each meeting attended. In order to conserve cash, no fees have been paid in cash to any director since 1988 and from 1984 through 1988, directors received Common Stock of the Company in lieu of fees. Furthermore, in connection with the 1993 restructuring of the Company, Messrs. R. Brooks Reed and Jack E. Meyer received 109,658 and 13,271 shares, respectively, of the Company's Common Stock. The purpose of granting stock to Messrs. Reed and Meyer was to prevent dilution of their respective ownership positions in the Company, to provide an incentive to them to build stockholder value following the restructuring and to compensate them for past service to the Company, including, but not limited to, their waiver of directors fees and service as directors without compensation since 1988. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Decisions regarding the compensation of the executive officers of the Company are made by the Board of Directors. In fiscal year 1997, decisions concerning the compensation of Ms. Beth A. Durrett and Ms. Teresa A. Sheffield were made by the entire Board of Directors and decisions concerning the compensation of Mr. R. Brooks Reed were made by Mr. Jack E. Meyer and Mr. James A. O'Donnell. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of November 11, 1997, obtained from information furnished by the persons named below, concerning the beneficial stock ownership of each person known to the Company who may be deemed to be the beneficial owner of more than five percent of the Company's Common Stock, each director of the Company and all directors and executive officers of the Company as a group. The Company has no other class of equity securities outstanding other then its Common Stock. 6 BESTWAY, INC. FORM 10-K/A - -------------------------------------------------------------------------------- ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, Continued
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS - ------------------- -------------------- -------- O'Donnell & Masur, LP ("O&M") 981,872 56.2% 5949 Sherry Lane, Suite 1450 Dallas, Texas 75225 James A. O'Donnell (2) 983,872 56.3% 5949 Sherry Lane, Suite 1450 Dallas, Texas 75225 Mark Masur (3) 981,952 56.2% 5949 Sherry Lane, Suite 1450 Dallas, Texas 75225 R. Brooks Reed (4) 58,873 3.4% 7800 Stemmons, Suite 320 Dallas, Texas 75247 Jack E. Meyer 16,203 .9% 7800 Stemmons, Suite 320 Dallas, Texas 75247 All directors and executive officers 1,088,103 62.2% as a group (6 persons) Robert D. Simons 92,517 5.3% 317 Coinbow Drive Mt. Pleasant, South Carolina 29464
(1) Except as noted, beneficial ownership consists of sole voting and investment power. The inclusion of shares that may be deemed beneficially owned herein, however, does not constitute an admission that the named stockholders are direct or indirect beneficial owners of such shares. (2) Mr. O'Donnell has sole voting power and sole investment power with respect to 2,000 shares of Common Stock of the Company that he owns directly. Mr. O'Donnell by virtue of his being a general partner of O&M may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to own beneficially the 981,872 shares of Common Stock owned by O&M. 7 BESTWAY, INC. FORM 10-K/A - -------------------------------------------------------------------------------- ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, Continued (3) Mr. Masur has sole voting power and sole investment power with respect to 80 shares of Common Stock of the Company that he owns directly. Mr. Masur by virtue of his being a general partner of O&M may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to own beneficially the 981,872 shares of Common Stock owned by O&M. (4) Excludes a total of 71,000 shares of Common Stock of the Company owned by Mr. Reed's spouse and adult children which Mr. Reed may be deemed beneficially to own. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company is indebted to O&M in the principal amount of $3,000,000. One of the Company's directors, James A. O'Donnell, is a general partner in O&M. 8 BESTWAY, INC. FORM 10-K/A - ------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13th day of November, 1997. BESTWAY, INC. /s/ Beth A. Durrett ---------------------------------------------- Beth A. Durrett Senior Vice President - Finance (Duly authorized representative and principal financial officer) -----END PRIVACY-ENHANCED MESSAGE-----