-----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, UngL90in07zyZmM639x7S2AtapVAaf46zC1vyP4T9lh/nQrxYnm2n1KSJppvhMTb IPqyzFVIECnDeM24mGolag== 0001042910-98-000241.txt : 19980401 0001042910-98-000241.hdr.sgml : 19980401 ACCESSION NUMBER: 0001042910-98-000241 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19980331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMOBILE PROTECTION CORP APCO CENTRAL INDEX KEY: 0000833441 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 581582432 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-17231 FILM NUMBER: 98583229 BUSINESS ADDRESS: STREET 1: 15 DUNWOODY PK DR STE 100 CITY: ATLANTA STATE: GA ZIP: 30338 BUSINESS PHONE: 4043947070 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 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 0-17231 -------------------------------------------------------- AUTOMOBILE PROTECTION CORPORATION - APCO - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1582432 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 15 Dunwoody Park Drive, Suite 100 Atlanta, Georgia 30338 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 394-7070 ---------------------------- Securities registered pursuant to Section 12(b) of the Act: None ---------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock - Par Value $.001 per share - -------------------------------------------------------------------------------- (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 the 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. Yes (X) No ( ) Based on the average of the bid and asked prices ($3.49) at the close of business on March 20, 1997, the aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant was $31,241,000. The number of shares outstanding of the Registrant's common stock, $.001 par value, was 10,667,101 on March 20, 1997. DOCUMENTS INCORPORATED BY REFERENCE: The information required by Items 11 and 12 are incorporated by reference from the Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders. PART IV ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON - ---------------------------------------------------------------- FORM 8-K. - -------- The following documents are filed as part of this report under Part II Item 8: Financial Statements and Financial Statement Schedules. Reference is made to the Index to Financial Statements and Financial Statement Schedules included in Item 8 of Part II hereof, where such documents are listed. Exhibits as required by Item 601 of Regulation S-K:
Exhibit Number Description Page - ------- ----------- ---- 3(a) Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1(a) to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 3(b) Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 3(c) By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 4(a) Certificate of Designation, Preferences and Rights of Series 1 Class D Preferred Stock (incorporated by reference to Registrant's Current Report on Form 8-K filed with the Commission on December 15, 1988). * 4(b) Certificate of Designation, Preferences and Rights of Series 2 Class D Preferred Stock (incorporated by reference to Registrant's Current Report on Form 8-K filed with the Commission on March 15, 1989). * 10(a) 1988 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 10(b) Outside Directors' Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 10(c) Cover Note Between Byas, Mosley & Co., Ltd. and The Aegis Group, Inc. dated June 6, 1991 (incorporated by reference to Exhibit 10(h) to the Registrant's Annual Report on Form 10-K for the year ended August 31, 1991 as filed with the Commission on December 13, 1991). * 10(d) Lease Agreement between Registrant and Dunwoody Shallowford Partners, L.P. dated July 27, 1989 (incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K filed with the Commission on November 30, 1989) * 10(e) Third Amendment to Lease Agreement between Registrant and Dunwoody Shallowford Partners, L.P. dated January 27, 1995 (incorporated by reference to Exhibit 10(f) to the Registrant's Annual Report on Form 10-K filed with the Commission on March 29, 1996) * 10(f) Fourth Amendment to Lease Agreement between Registrant and Dunwoody Shallowford Partners, L.P. dated May 16, 1995 (incorporated by reference to Exhibit 10(g) to the Registrant's Annual Report on Form 10-K filed with the Commission on March 29, 1996) * 10(g) Complaint filed by Automobile Protection Corporation against Everest Reinsurance Company in the United States District Court, Northern District of Georgia, Atlanta Division (96-CV-2368-JE) on September 12, 1996 32 11 Statement Re: Computation of Per Share Earnings 44 22 Subsidiaries of the Registrant: Name Of State of Subsidiary Incorporation ---------- ------------- APCO Finance and Insurance Systems, Inc. Georgia Aftermarket Profit Plus, Inc. Georgia W.I.N. Systems, Inc. Georgia The Aegis Group, Inc. Georgia Automobile Protection Corporation - APCO Florida 23 Consent of Independent Accountants (Price Waterhouse) 45 27 Financial Data Schedule 47
* Incorporated by reference to the referenced document previously filed by the registrant with the Commission. Reports on Form 8-K: None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Automobile Protection Corporation - APCO has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: AUTOMOBILE PROTECTION CORPORATION - APCO
/s/ Larry Dorfman - ------------------------------------------------------------------------------------------- By: Larry I. Dorfman Date: March 25, 1997 President and Chief Executive Officer 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. /s/ Larry Dorfman - ------------------------------------------------------------------------------------------- Larry I. Dorfman Date: March 25, 1997 President (Principal Executive Officer) and Director /s/ Martin Blank - ------------------------------------------------------------------------------------------- Martin J. Blank Date: March 25, 1997 Chairman of the Board, Secretary (Principal Operating Officer) and Director /s/ Anthony Levinson - ------------------------------------------------------------------------------------------- Anthony R. Levinson Date: March 25, 1997 Chief Financial Officer (Principal Accounting and Financial Officer) /s/ Howard Miller - ------------------------------------------------------------------------------------------- Howard C. Miller Date: March 25, 1997 Director /s/ Mechlin Moore - ------------------------------------------------------------------------------------------- Mechlin D. Moore Date: March 25, 1997 Director
EX-27 2 FDS --
5 1 12-MOS DEC-31-1996 DEC-31-1996 6,967,904 9,474,028 2,913,453 30,000 0 27,170,827 2,834,424 1,716,894 31,260,823 11,947,315 0 0 300 10,564 19,199,484 31,260,823 67,208,406 67,208,406 52,498,886 52,498,886 0 0 0 2,526,919 963,000 1,563,919 0 0 0 1,563,919 .16 .14
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