-----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, ABlVfwPOf2If3ICl6TA+Sxpi/OeKRqdgrZ5tTDhh3tbis8k+u+Vvj4jUcBEkIZ7o 7sIZ0Q6C/fMvUoxEenn4PQ== 0000908834-99-000092.txt : 19990326 0000908834-99-000092.hdr.sgml : 19990326 ACCESSION NUMBER: 0000908834-99-000092 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 FILED AS OF DATE: 19990325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL INDUSTRIES INC CENTRAL INDEX KEY: 0000726593 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 351359190 STATE OF INCORPORATION: IN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-12450 FILM NUMBER: 99572948 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-K 1 FORM 10-K FOR CAPITAL INDUSTRIES LIQUIDATING TRUST FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fourteen months ended February 28, 1999 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 0-12450 CAPITAL INDUSTRIES, INC. (By the Capital Industries Liquidating Trust) (Exact name of registrant as specified in its charter) INDIANA 35-6624860 (State or other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 263 Sioux Circle, Noblesville, Indiana 46060 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (317) 773-1010 Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: N/A (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. [x] YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405, Regulation S-K (ss. 229.405 of this chapter) 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 issuer's voting stock held by non-affiliates, as of February 28, 1999, was $__________ N/A. The number of shares of the Registrant's Common Stock, without par value, outstanding as of February 28, 1999, was 0 shares. DOCUMENTS INCORPORATED BY REFERENCE The Annual Report to unitholders for the fourteen months ended February 28, 1999, is included herein as Part II. Page 1 of 13 Pages This Form 10-K is being filed by the Capital Industries Liquidating Trust (the "Trust") under the filing codes and Commission file number of Capital Industries, Inc ("Capital Industries"). Capital Industries dissolved on April 24, 1996 and filed a Form 15 on June 27, 1996 following the formation of the Trust and the distribution of all of Capital Industries' assets to its shareholders and the Trust. However, pursuant to discussions with the Commission's Staff in connection with the Commission's review of the proxy materials related to the liquidation of Capital Industries and the formation of the Trust, the Trust agreed to file its audited financial statements with the Commission under cover of Form 10-K using the file number of Capital Industries, without necessarily complying with the other requirements of Form 10-K. The audited financial statements of the Trust are included herein in Part II and the Financial Data Schedule is included herewith as Exhibit 27. The remaining information required by Form 10-K is not included in this Form 10-K. Because the Trust distributed all of its assets to its beneficiaries in February, 1999, the Trust has no closing balance sheet and the financial statements consist of a Statement of Changes in Net Assets in Liquidation and a Statement of Cash Flows for the period from January 1, 1998 through February 28, 1999. The Trust will file a Current Report on Form 8-K on or about the date hereof to indicate that the Trust has made final distribution of its assets (as the trustee's agreed to do in the discussions with the Commission's staff review of the proxy materials related to the liquidation of Capital Industries and the formation of the Trust). Other than the Form 8-K referenced above, neither the Trust nor Capital Industries will make any more filings under the Securities Exchange Act of 1934, as amended (the "Act"). Capital Industries previously filed a From 15 on June 27, 1996, indicating that it is no longer a reporting company under the Act. Item II Annual Report to Unitholders CAPITAL INDUSTRIES LIQUIDATING TRUST Financial Statements For the Period from January 1, 1998 through February 28, 1999 [PRICEWATERHOUSECOOPERS [LOGO] - -------------------------------------------------------------------------------- | PRICEWATERHOUSECOOPERS LLP | 2900 One American Square | Box 82002 | Indianapolis, IN 46282-0002 | Telephone: (317) 639 4161 | Facsimilie: (317) 638 5028 Report of Independent Accountants To the Unitholders Capital Industries Liquidating Trust We have audited the accompanying statements of changes in net assets in liquidation and cash flows of Capital Industries Liquidating Trust for the fourteen-month period ended February 28, 1999. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. As described in Note 1, Capital Industries Liquidating Trust was established to liquidate the remaining assets and liabilities of Capital Industries, Inc. upon dissolution. As a result, the financial statements are prepared on a liquidation basis of accounting. In our opinion, the financial statements referred to above present fairly, in all material respects, the changes in the net assets in liquidation of Capital Industries Liquidating Trust and its cash flows for the fourteen-month period ended February 28, 1999, in conformity with generally accepted accounting principles applied on the basis of accounting described in the preceding paragraph. /s/PricewaterhouseCoopers LLP Indianapolis, Indiana March 5, 1999 Capital Industries Liquidating Trust Statement of Changes in Net Assets in Liquidation for the period from January 1, 1998 through February 28, 1999 - -------------------------------------------------------------------------------- Income: Rental $ 17,500 Interest 8,631 Miscellaneous 3,026 Gain on sale of Jacksonville property and excess land (Note 4) 11,843 ----------- Total income 41,000 ----------- Expenses: Trustee expenses 41,652 Depreciation expense 3,010 Other 40,023 ----------- Total expenses 84,685 ----------- Decrease in net assets from trust operations (43,685) Net assets, beginning of period 900,154 Distribution to beneficiaries (856,469) ----------- Net assets, end of period $ --- =========== The accompanying notes are an integral part of these financial statements. -2- Capital Industries Liquidating Trust Statement of Cash Flows for the period from January 1, 1998 through February 28, 1999
Cash flows from operating activities: Decrease in net assets from operations $ (43,685) Depreciation 3,010 Gain on sale of Jacksonville property and excess land (11,843) Proceeds from sale of land and building, net of commission cost 326,233 Adjustments to reconcile decrease in net assets from operations to net cash used in operating activities: Decrease in assets held by HCT Trust 515,672 Decrease in accrued expenses (11,677) --------- Net cash flows provided by operating activities 777,710 --------- Cash flows from financing activities: Distribution to unitholders (856,469) --------- Net cash flows used in financing activities (856,469) --------- Net decrease in cash (78,759) Cash, beginning of period 78,759 --------- Cash, end of period $ --- =========
The accompanying notes are an integral part of these financial statements. -3- Capital Industries Liquidating Trust Notes to Financial Statements for the period from January 1, 1998 February 28, 1999 - -------------------------------------------------------------------------------- 1. Formation of Capital Industries Liquidating Trust Haygood Limited Partnership (Haygood) and Capital Industries, Inc. (Capital), entered into an Asset Purchase and Sale Agreement on July 17, 1995, as amended September 28, 1995, (the "Agreement") whereby Capital agreed to sell to Haygood substantially all of the assets associated with Capital's wholly owned subsidiary Truckpro Parts and Service, Inc. (Truckpro). Upon divestiture of Truckpro, Capital established the Capital Industries Liquidating Trust (the Trust) on April 24, 1996. Capital transferred all remaining assets and liabilities previously owned or owed to the Trust, and Capital was effectively liquidated. On April 24, 1996, the transferred assets were valued according to the results of an independent appraisal. The purpose of the Trust is to liquidate the Trust estate in a manner calculated to conserve and protect the Trust estate and to collect and distribute the income and proceeds to the Trust beneficiaries in a prompt and orderly fashion after payment for expenses. The Trust was terminated in February 1999, as all amounts were distributed from the Trust to the unitholders. 2. Summary of Significant Accounting Policies Liquidation Basis of Accounting These financial statements are prepared on a liquidation basis of accounting which is in conformity with generally accepted accounting principles for entities in liquidation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual amounts could differ from the estimated amounts. Rental Income During 1998 (prior to the sale of the Jacksonville, Florida, property), Haygood was leasing the Jacksonville, Florida, property owned by the Trust for $5,000 per month. This rental income was recognized when earned by the Trust. Income Taxes The Trust qualifies as a grantor trust under Internal Revenue Code Sections 671-679 and similar state tax codes. As such, the Trust is not subject to federal and state income taxes on its income. The income and expenses of the Trust are passed through to and are reportable by the beneficiaries for income tax reporting purposes. -4- Notes to Financial Statements, Continued - -------------------------------------------------------------------------------- 3. HCT Trust Agreement In accordance with the Agreement, a trust was created (HCT Trust) to provide a source of funds for indemnification claims made by Haygood, if any. Upon satisfaction of any claims made by Haygood, the assets of HCT Trust will revert to the Trust. The HCT Trust Agreement between and among Capital, Truckpro, and Haygood was entered into as of September 28, 1995. Significant provisions of the HCT Trust Agreement are summarized below: a. The HCT Trust shall commence on the execution date and have a term of three years, and will terminate on September 30, 1998. b. The HCT Trust was not established for the purpose of continuing or engaging in the conduct of a trade or business. c. In a consent to assignment, HDA America, Inc. (HDA) has indicated to the Trust and Haygood its willingness to consent to an assignment of both the certificates and the proceeds of the certificates to the HCT Trust, and subsequently to Haygood, and to make payments under the certificates either to the HCT Trust or Haygood following such assignments, provided the certificates remain nonnegotiable following each such assignment and all debts to HDA have been paid in full. d. Provided there are no outstanding claims reported by Haygood to the trustees of the HCT Trust as of the release of funds date, the trustees shall, upon written notice, distribute the funds and accrued earnings contained in the HCT Trust to the Trust on December 31, 1997, December 31, 1998, and the third anniversary of the closing. In accordance with these terms, HCT Trust distributed $515,672 to the Trust during 1998. There are currently no such claims being asserted by Haygood. e. On the termination date, if no claims for indemnification remain outstanding, Haygood will purchase the remaining unpaid HDA note from the trustees of the HCT Trust. When all notes have been redeemed, the remaining cash balance will be distributed to the Trust. 4. Disposal of Real Estate On April 15, 1998, the Trustee sold the Jacksonville property and excess land for $326,233 (net of commissions). The transactions resulted in a gain on disposal of $11,843. Prior to the disposition of the property and excess land, the Trust recorded a loss of $246,500 in 1997 to write down the Jacksonville property to its net realizable value. 5. Beneficiaries of the Trust The Trust agreement provides that at least annually, and on such other times as may be determined, the cash and noncash assets comprising a portion of the Trust Estate may be distributed to the Beneficiaries of the Trust. During the fourteen-month period ended February 28, 1999, the Trust paid $856,469 as a distribution to unitholders of the Trust. With 273,632 units outstanding, the distribution represented an amount of $3.13 per unit. -5- SIGNATURES Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereto duly authorized. CAPITAL INDUSTRIES LIQUIDATING TRUST Date: March 24, 1999 By: /s/ Paul A. Shively ---------------------------------- Paul A. Shively, Trustee EX-27 2 FDS FOR CAPITAL INDUSTRIES LIQUIDATING TRUST WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE TRUST'S AUDITED FINANCIAL STATEMENTS FOR THE FOURTEEN MONTHS ENDED FEBRUARY 28, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000726593 Capital Industries Liquidating Trust 1 U.S. Dollars 14-MOS DEC-31-1998 JAN-1-1998 FEB-28-1999 1.000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 41,000 0 0 84,685 0 0 0 0 0 0 0 0 (43,685) 0 0
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