-----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, ATCMTzKAih6JxfNtu9xPdcJFITG9t48LGEErXOxjREvR2n3mk4tk2w7WsxXfNRsD 0pNqN/9A/ZXVmPIAoIFS9w== 0000950129-97-001035.txt : 19970317 0000950129-97-001035.hdr.sgml : 19970317 ACCESSION NUMBER: 0000950129-97-001035 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970314 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TPC CORP CENTRAL INDEX KEY: 0000868576 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 760091595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10718 FILM NUMBER: 97556723 BUSINESS ADDRESS: STREET 1: 200 WESTLAKE PARK BLVD STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7135976200 MAIL ADDRESS: STREET 1: 200 WESTLAKE PARK BLVD STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: TEJAS POWER CORP DATE OF NAME CHANGE: 19930328 10-K/A 1 TPC CORPORATION - 12/31/96 - AMEND. #1 1 As filed March 14, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 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 Commission File Number 1-10718 TPC CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 76-0091595 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 200 WESTLAKE PARK BOULEVARD SUITE 1000 HOUSTON, TEXAS 77079 (Address of principal executive offices) (281) 597-6200 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act (Each class is registered on the New York Stock Exchange): CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE Securities registered pursuant to Section 12(g) of the Act: NONE 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 AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK, PAR VALUE $0.01 PER SHARE, HELD BY NONAFFILIATES OF THE REGISTRANT AS OF MARCH 7, 1997 WAS APPROXIMATELY $145,176,000. AS OF MARCH 7, 1997, THE REGISTRANT HAD OUTSTANDING 17,424,252 SHARES OF CLASS A COMMON STOCK (NET OF 470,000 TREASURY SHARES), PAR VALUE $.01 AND 579,963 SHARES OF CLASS B, SERIES A COMMON STOCK, PAR VALUE $.01. DOCUMENTS INCORPORATED BY REFERENCE NONE ================================================================================ 2 ITEM 11. EXECUTIVE COMPENSATION DIRECTOR COMPENSATION Employee directors are not compensated for their services as a director of TPC. In 1996, each nonemployee director was paid $3,000 per quarter, $1,000 per Board meeting attended and $500 for each committee meeting attended. Nonemployee directors participate in both the Non-Management Director Stock Option Plan (the "1992 Director Plan") and the 1995 Stock Option Plan for Non-Employee Directors (the "1995 Director Plan"), which were respectively adopted on February 4, 1992 and February 13, 1995. The 1992 Director Plan provides for nonqualified stock options to purchase up to 100,000 Shares, in the aggregate, by TPC's outside directors. The 1995 Director Plan provides for nonqualified stock options to purchase up to 48,000 Shares, in the aggregate, by TPC's outside directors. Under the 1992 Director Plan, each director, on the date of the Board meeting following his initial election to the Board, is granted an option to purchase 10,000 Shares, which option vests ratably over a five year period. Under the 1995 Director Plan, on May 15th of each year (or the first succeeding business day thereafter) each nonemployee director receives an annual option grant to purchase 2,000 Shares, which options also vest ratably over five years. The exercise price for the options granted under both the 1992 Director Plan and the 1995 Director Plan is the fair market value of TPC's Shares on the date of grant. The following table sets forth information with respect to the Chief Executive Officer and the other four most highly compensated executive officers of TPC (the "Named Officers") for the fiscal year ended December 31, 1996. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ANNUAL COMPENSATION AWARDS ------------------------------------------------------ OTHER ANNUAL SHARES ALL OTHER COMPENSATION UNDERLYING COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY ($)(1) BONUS ($)(1) ($) (3) OPTIONS (#)(4) ($) (5) - --------------------------- ---- ------------- ----------- ------------ -------------- ------------ Larry W. Bickle .......................... 1996 162,000 189,200 9,973 35,000 3,136 Chairman of the Board and 1995 157,500 62,235 (2) 10,728 10,000 9,492 Chief Executive Officer 1994 108,000 137,699 12,668 50,000 19,310 John A. Strom ............................ 1996 162,000 189,200 9,973 35,000 3,136 President 1995 157,500 62,235 (2) 10,728 10,000 9,492 1994 108,000 137,699 12,668 50,000 19,310 J. Chris Jones ........................... 1996 162,000 189,200 9,973 35,000 3,566 Senior Vice President, Chief 1995 157,500 62,235 (2) 10,728 10,000 9,492 Operating Officer and Chief Financial 1994 108,000 137,699 12,668 50,000 19,310 Officer Ronald H. Benson ......................... 1996 84,000 341,000 1,192 15,000 4,224 Vice President-Corporate Development 1995 84,000 59,485 (2) 243 -- 1,053 1994 3,500 -- -- 50,000 -- Michael E. Calderone ..................... 1996 106,800 147,050 685 15,000 4,199 Vice President-Gas Marketing 1995 87,508 84,571 (2) 2,322 25,000 9,492 1994 84,000 92,288 3,669 57,125 3,669
- ---------------- 2 3 (1) Amounts include cash compensation earned and received by the Named Officers as well as amounts deferred under a 401(k) Savings Plan. (2) A portion of each Named Officer's third quarter 1995 bonus was deferred until the first quarter of 1996. The amounts deferred for each of the Named Officers, respectively, was $105,750, $105,750, $105,750, $300,000 and $100,000. (3) Amounts shown include car allowances paid to the Named Officers, the value of financial planning services and the payment of insurance premiums for long-term disability coverage. (4) All options awarded in 1994, 1995 and 1996 were granted under the terms of TPC's 1994 Stock Option Plan (the "1994 Plan"). (5) Amounts shown are derived from TPC contributions to the 401(k) Savings Plan and to TPC's Employee Stock Option Plan (the "ESOP"). The respective amounts paid under each plan are shown in the following table. TPC's ESOP contributions to each of the Named Officers for 1996 will not be calculated until the second quarter of 1997.
NAME YEAR 401(k) ($) ESOP ($) - ---- ---- --------- ------- Larry W. Bickle 1996 3,136 -- 1995 2,310 7,182 1994 2,310 17,000 John A. Strom 1996 3,136 -- 1995 2,310 7,182 1994 2,310 17,000 J. Chris Jones 1996 3,566 -- 1995 2,310 7,182 1994 2,310 17,000 Ronald H. Benson 1996 4,224 -- 1995 1,053 -- 1994 -- -- Michael E. Calderone 1996 4,199 -- 1995 2,310 7,182 1994 1,785 1,884
The following table shows, as to the Named Officers, information about option grants in the last fiscal year. TPC does not grant any stock appreciation rights. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: a risk-free interest rate of 6.206%, expected volatility of 33%, a dividend yield of 0% and an expected option term of four years. No gain to the options is possible without an increase in stock price which will benefit all stockholders proportionately. Actual gains, if any, on option exercises and common stockholdings are dependent on the future performance of the shares of TPC's Class A Common Stock (the "Shares"). There can be no assurance that the actual realized values will not be greater or less than potential realizable values shown in this table. 3 4 OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS --------------------------------------------------------- PERCENT OF TOTAL SHARES OPTIONS UNDERLYING GRANTED TO EXERCISE OR OPTIONS EMPLOYEES BASE PRICE EXPIRATION GRANT DATE NAME GRANTED(#)(1) IN 1996 ($/SH)(2) DATE PRESENT VALUE($) ---- -------------- ---------- ------------ ---------- ---------------- Larry W. Bickle........... 35,000 8.5% 8.25 5/15/06 102,212 John A. Strom............. 35,000 8.5% 8.25 5/15/06 102,212 J. Chris Jones............ 35,000 8.5% 8.25 5/15/06 102,212 Ronald H. Benson.......... 15,000 3.7% 8.25 5/15/06 43,805 Michael E. Calderone...... 15,000 3.7% 8.25 5/15/06 43,805
- ----------------- (1) Options granted under the 1994 Plan. Options generally are nontransferable and vest ratably over four years. (2) The exercise price is the closing market price per share of the Shares on the date of grant, as reported on the New York Stock Exchange Composite Tape. The following table shows aggregate fiscal year-end option values for the Named Officers. No options were exercised during the last fiscal year by any of the Named Officers. TPC does not grant any stock appreciation rights. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT YEAR-END OPTIONS AT YEAR-END($)(1)(2) SHARES ACQUIRED VALUE -------------------------- ------------------------------- NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- --------------- ------------ ------------ ------------ ----------- ------------- Larry W. Bickle......... -- -- 567,313 67,500 2,611,345 26,250 John A. Strom........... -- -- 567,313 67,500 2,611,345 26,250 J. Chris Jones.......... -- -- 567,313 67,500 2,611,345 26,250 Ronald H. Benson........ -- -- 25,000 40,000 -- 11,250 Michael E. Calderone.... -- -- 36,013 63,112 2,100 12,650
- ----------------- (1) Based on the closing market price of $9.00 per Share as reported on the New York Stock Exchange Composite Tape for December 31, 1996. These amounts do not reflect the actual amounts, if any, which may be realized in the future upon exercise of stock options and should not be considered indicative of future stock performance. (2) As amended by the Form 10-K/A1 filed by TPC on March 14, 1997. SENIOR EXECUTIVE PERFORMANCE BONUS AND SEVERANCE PACKAGE Pursuant to a resolution of the TPC Board of Directors in November 1996, Messrs. Larry Bickle, John Strom and Chris Jones (the "Senior Executives"), are entitled to receive a cash bonus upon the consummation of a change in control of TPC prior to December 31, 1997, measured by their performance in obtaining a premium to the then current market price for TPC's Shares in such a transaction. If the entire Company is sold for a per Share price equal to $15.50, the Senior Executives will each receive a Performance Bonus equal to two times his Base Amount (being the respective Senior Executive's base amount on 4 5 the date of the consummation of the change in control as determined in accordance with Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")). A per Share price between $10.50 and $15.50 will entitle each of the Senior Executives to a performance bonus equal to the interpolated value; i.e., four-tenths of their Base Amount for each dollar of per Share value between $10.50 and $15.50. For example, a per Share sales price of $12.00 results in a Performance Bonus equal to six-tenths of the Senior Executive's Base Amount. In addition thereto, if a per Share price in excess of $15.50 is received, each of the Senior Executives will be entitled to an additional one-half of the Base Amount for each dollar of Share value in excess of $15.50. If the entire Company is sold for a per Share price less than or equal to $10.50, the Senior Executives will not receive any performance bonus. Each Senior Executive will also be entitled to a severance payment equal to his respective Base Amount, plus the cost to continue his medical and dental health benefits for up to two years following the consummation of the transaction. The value of the benefits to be paid to any one of the Senior Executives, as a result of a change of control in TPC, shall be limited so as to escape application of the excise tax imposed on excessive change of control payments. CHANGE OF CONTROL AGREEMENTS TPC is a party to a change in control agreement (a "Change in Control Agreement") with certain officers, key employees, affiliate employees and consultants (each a "Named Executive") of TPC. Under the Change in Control Agreement, if, prior to the expiration or termination thereof, a change in control (as defined in the Change in Control Agreement) occurs, each Named Executive would be entitled to receive (i) a retention bonus equal to a specified multiple of their Base Amount, and (ii) if, thereafter TPC or, in certain circumstances, the Named Executive, terminates the Named Executive's employment and, in the case of termination by TPC "cause" (as defined in the Change in Control Agreement) for such termination does not exist, a cash severance benefit equal to a specified multiple of the Named Executive's Base Amount, as provided in the respective agreement of each Named Executive. Each Named Executive would also be entitled to COBRA continuation for a period of twenty-four months following such termination at no cost to the Named Executive. In the event that any Named Executive's receipt of all payments under the Change in Control Agreement would subject such Named Executive to the excise tax imposed by Section 4999 of the Code, then the aggregate present value of all payments to such Named Executive shall be reduced to an amount, expressed in present value, which maximizes the aggregate present value of the payment, without causing any payment to be nondeductible by TPC because of Code Section 280G, or subject the Named Executive to such excise tax. The Change in Control Agreements with the Named Executives will expire on November 8, 1997, provided however, that the term shall automatically be extended without further action by the parties for additional one year periods, unless TPC gives a Named Executive six months written notice of its intent not to extend the current term of the respective Change in Control Agreement. 5 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, TPC Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 1997. TPC CORPORATION (Registrant) By: /s/ LARRY W. BICKLE ------------------------------- LARRY W. BICKLE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of TPC Corporation and in the capacities indicated on March 14, 1997:
SIGNATURES TITLE ---------- ----- /s/ LARRY W. BICKLE Chairman and Chief Executive Officer (Principal - ------------------------------------------------------- Executive Officer) Larry W. Bickle /s/ J. CHRIS JONES Senior Vice President and Chief Operating and - ------------------------------------------------------- Financial Officer (Principal Financial Officer) J. Chris Jones /s/ D. HUGHES WATLER, JR. Corporate Controller (Principal Accounting Officer) - ------------------------------------------------------- D. Hughes Watler, Jr.
D. Hughes Watler, Jr., pursuant to powers of attorney which are being filed with this annual report on Form 10-K, has signed below on March 14, 1997, as attorney-in-fact for the following directors of the Registrant, constituting a majority of the Registrant's Board of Directors: Jean P. Abiteboul Roger L. Jarvis Bernard Brelle Thomas M. Jenkins W. Jack Bowen Michael E. McMahon Robert Cosson James S. Pignatelli /s/ D. HUGHES WATLER, JR. -------------------------------- D. Hughes Watler, Jr. 6 -----END PRIVACY-ENHANCED MESSAGE-----