-----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, UHtuZGvaNjou1oYyfwniRYWJgWn/trIvw2vrTe1/a5qxAQgVhRtp6g/5vc2nwLfu dAyqdXkW54FcSrRsu5iQ4g== 0000908834-95-000035.txt : 19951004 0000908834-95-000035.hdr.sgml : 19951004 ACCESSION NUMBER: 0000908834-95-000035 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19951002 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL INDUSTRIES INC CENTRAL INDEX KEY: 0000726593 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPLIANCES, TV & RADIO SETS [5064] IRS NUMBER: 351359190 STATE OF INCORPORATION: IN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-12450 FILM NUMBER: 95578077 BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 1150 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178443722 MAIL ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STREET 2: SUITE 1150 CITY: INDIANPOLIS STATE: IN ZIP: 46240 10-K405/A 1 CAPITAL INDUSTRIES, INC. 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year ended March 31, 1995 Commission File Number 0-12450 CAPITAL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) INDIANA 35-1359190 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8900 Keystone Crossing Suite 1150 Indianapolis, Indiana 46240 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 844-3722 Securities registered pursuant to Section 12(b): None Securities registered pursuant to Section 12(g): Common Stock 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 ____. The registrant's common stock is not actively traded. There were no bid quotations for fiscal 1995. Therefore the aggregate market value of the 54,537 shares of the registrant's common stock held by non-affiliates on June 9, 1995, cannot be ascertained. There were 273,879 shares of the registrant's common stock outstanding on June 9, 1995. PART III Item 10. Directors and Executive Officers of the Registrant. The following table indicates (i) the name, principal occupation and business experience of each director of Capital Industries, Inc., (ii) the period during which each director has served in such capacity, and (iii) the age of each director. The term of office of each director will expire at the 1995 Annual Meeting of Shareholders.
Name, Principal Occupation Served as a and Prior Business Experience Director Since Age John B. Gray, Jr. 1986 60 President of Capital from 1986 to 1991. Charles E. Lanham 1983 63 Chairman of Klipsch, Lanham & Associates, Inc. since 1989; Chairman of Overhead Door Company of Indianapolis, Inc., since prior to 1988; Director of Consolidated Products, Inc., a corporation engaged in the family restaurant business. O.U. Mutz 1975 67 Chairman of the Board and Chief Executive Officer of Capital since 1984; President and Director of Forum Group, Inc. (Forum) from prior to 1983 to 1991. Forum filed a voluntary petition for protection under Chapter 11 of the Federal bankruptcy laws on February 19, 1991. John D. Peterson 1983 61 Chairman of the Board of City Securities Corporation since prior to 1988; Director of Lilly Industries, Inc. Robert H. Reynolds 1986 58 Partner in Barnes & Thornburg, attorneys- at-law, since prior to 1988. J. Fred Risk 1976 66 Vice Chairman of the Board of Capital since 1984; Chairman of the Board of Sovereign. Director of Consolidated Products, Inc., Chairman of the Board of Forum from prior to 1983 to 1991. Forum filed a voluntary petition for protection under Chapter 11 of the Federal bankruptcy laws on February 19, 1991. Paul A. Shively 1992 52 Secretary of Capital since prior to 1988; Director of Capital, 1975-1983; President and Chief Executive Officer of Forum from 1992-1995. Forum filed a voluntary petition for protection under Chapter 11 of the Federal bankruptcy laws on February 19, 1991.
See Part I, Item 1, for a list of Capital's executive officers, and their ages, positions and offices. Item 11. Management Remuneration. The following table shows the compensation paid during the last three fiscal years to O.U. Mutz, the Chairman and Chief Executive Office of Capital and H. William Mutz, Vice President.
SUMMARY COMPENSATION TABLE 401(k) Matching Year Salary Bonus Contribution O.U. Mutz 1995 $ 75,000 -- $1,928 Chairman 1994 75,000 -- 2,044 Chief Executive Officer 1993 32,250 $85,000 1,622 H. William Mutz 1995 $127,741 $18,000 $2,921 Vice President 1994 123,461 -- 2,052 1993 117,415 -- 2,288
For the year ended March 31, 1995, each non-employee Director was compensated at the rate of $5,000 per year plus $500 per board meeting attended and $250 per committee meeting not held in conjunction with a board meeting. Item 12. Security Ownership of Certain Beneficial Owners and Management. The following table shows the number and percentage of shares of Capital Common Stock owned beneficially on June 9, 1995, by each person who owned beneficially more than 5% of the issued and outstanding shares of Capital Common Stock on that date and by all officers and Directors as a group. Except where otherwise indicated, each person listed has sole voting and investment power with respect to the shares listed as beneficially owned by the shareholder.
Name and Address of Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class (9) Claridge Associates 35,612 (1) 13.0 % 8900 Keystone Crossing Suite 1150 Indianapolis, Indiana 46240 John B. Gray, Jr. 86,993 (2) 31.4 % 8160 Beech Knoll Indianapolis, Indiana 46256 Charles E. Lanham 33,656 (3) 12.1 % 8900 Keystone Crossing Suite 1200 Indianapolis, Indiana 46240 O.U. Mutz 55,985 (4) 19.9 % 8900 Keystone Crossing Suite 1150 Indianapolis, Indiana 46240 J. Fred Risk 25,844 (5) 9.2 % 8900 Keystone Crossing Suite 1150 Indianapolis, Indiana 46240 John T. Risk 14,624 (6) 5.3 % 8900 Keystone Crossing Suite 1150 Indianapolis, Indiana 46240 Sovereign Group, Inc. 36,192 (7) 12.4 % 8900 Keystone Crossing Suite 1150 Indianapolis, Indiana 46240 All Directors and Officers 256,192 (8) 78.7 % as a group (9 persons)
(1) Claridge Associates ("Claridge") is a partnership in which O.U. Mutz is a general partner. (2) This figure includes 3,478 shares that Mr. Gray has the right to acquire by converting $100,000 aggregate principal amount of Capital's 10% Convertible Subordinated Debentures (the "Debentures") that he owns. (3) This figure includes (i) 34 shares owned by Athena Development Corporation ("Athena"), a corporation in which Mr. Lanham owns all of the outstanding shares, (ii) 1,739 shares that Athena has the right to acquire by converting $50,000 aggregate principal amount Debentures that it owns, and (iii) 2,086 shares that Mr. Lanham's wife has the right to acquire by converting $60,000 aggregate principal amount Debentures that she owns, in respect of which Mr. Lanham disclaims beneficial ownership. The shares shown in the table do not include 417 shares owned by B.V. Henderson Trust, of which Mr. Lanham is the trustee. (4) This figure includes (i) 752 shares that Mr. Mutz's wife owns and 6,956 shares that Mr. Mutz's wife has the right to acquire by converting $200,000 aggregate principal amount Debentures that she owns, in respect of which Mr. Mutz disclaims beneficial ownership, (ii) 692 shares owned by Caleb Associates, a partnership in which Mr. Mutz is a general partner, and (iii) 35,612 shares owned by Claridge. This figure does not include 17,410 shares owned by Sovereign Group, Inc. ("Sovereign"), in which Mr. Mutz has a 28.4% interest, or 18,782 shares that Sovereign has the right to acquire by converting $540,000 aggregate principal amount Debentures that it owns. (5) This figure includes 2,002 shares that Mr. Risk's wife owns and 7,826 shares that Mr. Risk's wife has the right to acquire by converting $225,000 aggregate principal amount Debentures that she owns, in respect of which Mr. Risk disclaims beneficial ownership. The shares shown in the table do not include 17,410 shares owned by Sovereign, in which Mr. Risk has a 29.6% interest, or 18,782 shares that Sovereign has the right to acquire as described in note (4) above. (6) This figure includes (i) 1,250 shares that Mr. Risk's wife owns, in respect of which Mr. Risk disclaims beneficial ownership and (ii) 2,115 shares owned by Canterbury Corporation in which Mr. Risk has a 45% interest. John T. Risk is the son of J. Fred Risk. (7) This figures includes 18,782 shares which Sovereign has the right to acquire by converting $540,000 aggregate principal amount Debentures that it owns. See notes (4) and (5) above for information concerning the ownership of Sovereign. (8) This figure includes (i) 51,474 shares that Directors and officers and their affiliates (including Sovereign) have the right to acquire by converting $1,480,000 aggregate principal amount Debentures that they own. (9) Percentages are calculated assuming shares issuable upon conversion of Debentures held by an individual or the group, as the case may be, are issued and outstanding. Security Ownership of Management The following table shows the number and percentage of shares of Capital Industries Common Stock owned beneficialy by each named executive and by all directors and executive officers as a group.
Amount and Nature of Beneficial Percent of Name of Beneficial Owner Ownership Class (1) O.U. Mutz 55,985 (2) 19.9% J. Fred Risk 25,844 (3) 9.2% H. William Mutz 981 (4) * Phillip A. Gough 406 (5) * Paul A. Shively 6,057 (6) * All directors and officers as a group 256,192 (7) 78.7% *Less than 1%
(1) Percentages are calculated assuming shares issuable upon conversion of Debentures held by an individual or the group, as the case may be, are issued and outstanding. (2) This figure includes (i) 752 shares that Mr. Mutz's wife owns, and 6,956 shares that Mr. Mutz's wife has the right to acquire by converting $200,000 aggregate principal amount Debentures that she owns, in respect of which Mr. Mutz disclaims beneficial ownership, (ii) 692 shares owned by Caleb Associates, a partnership in which Mr. Mutz is a general partner, and (iii) 35,612 shares owned by Claridge. This figure does not include 17,410 shares owned by Sovereign, in which Mr. Mutz has a 28.4% interest, or 18,782 shares that Sovereign has the right to acquire by converting $540,000 aggregate principal amount Debentures that it owns. (3) This figure includes (i) 2,002 shares that Mr. Risk's wife owns and 7,826 shares that Mr. Risk's wife has the right to acquire by converting $225,000 aggregate principal amount Debentures that she owns, in respect of which Mr. Risk disclaims beneficial ownership. This figure does not include 17,410 shares owned by Sovereign, in which Mr. Risk has a 29.6% interest, or 18,782 shares that Sovereign has the right to acquire as described in note (3) above. (4) This figure include 869 shares that H. William Mutz has the right to acquire by converting $100,000 aggregate principal amount Debentures that he owns. (5) This figure includes 347 shares that Mr. Gough has the right to acquire by converting $10,000 aggregate principal amount Debentures that he owns. (6) This figure includes 3,478 shares that Mr. Shively has the right to acquire by converting $100,000 aggregate principal amount Debentures that he owns. (7) This figure includes 51,474 shares that Directors and officers and their affiliates (including Sovereign) have the right to acquire by converting $1,480,000 aggregate principal amount Debentures that they own. Item 13. Interest of Management and Others in Certain Transactions Capital and certain subsidiaries lease equipment and office space from Sovereign and Keystone Group, Inc. ("Keystone Group"), 100% subsidiary of Sovereign. During its 1995 fiscal year, Capital and certain subsidiaries paid Sovereign and Keystone Group $94,931. Truckpro Parts & Service, Inc., a subsidiary of Capital, leases an 11,000 square foot retail and service facility and certain equipment from Breckenridge Corporation at a combined annual rent of $54,600. Breckenridge Corporation is a 100% subsidiary of Keystone Group. SIGNATURES Pursuant to the requirements of 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. CAPITAL INDUSTRIES, INC. By: /s/ O.U. Mutz ------------------------- O.U. Mutz Chairman & Chief Executive Officer Date: September 27, 1995 POWER OF ATTORNEY Each person whose signature appears below does hereby make, constitute and appoint O.U. Mutz, J. Fred Risk, and Phillip A. Gough, and each of them, as attorney-in-fact to execute in the name and on behalf of each person individually and in each capacity stated below any amendment, exhibit, or supplement to this report making such changes in the report as such attorney deems appropriate. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date 1. Principal Executive Officer /s/ O.U. Mutz ----------------------------- Chairman and September 27, 1995 O.U. Mutz Chief Executive Officer 2. Principal Financial and Accounting Officer /s/ Phillip A. Gough ----------------------------- Treasurer September 27, 1995 Phillip A. Gough 3. A majority of the Board of Directors ----------------------------- Director September 27, 1995 John B. Gray, Jr. /s/ Charles E. Lanham ----------------------------- Director September 27, 1995 Charles E. Lanham /s/ O.U. Mutz ----------------------------- Director September 27, 1995 O. U. Mutz ----------------------------- Director September 27, 1995 John D. Peterson ----------------------------- Director September 27, 1995 Robert H. Reynolds /s/ J. Fred Risk ----------------------------- Director September 27, 1995 J. Fred Risk /s/ Paul A. Shively ------------------------- Director September 27, 1995 Paul A. Shively
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