-----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, ShPU00EVHZ8EWn74LcMyJSY8bnaUAVoiWCJH27XZBZjOhgtTRcHsoMvZFBZrJGP2 9QiK7akro19skN1ggNtNZg== 0000881895-97-000010.txt : 19971014 0000881895-97-000010.hdr.sgml : 19971014 ACCESSION NUMBER: 0000881895-97-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971010 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OTR EXPRESS INC/KS CENTRAL INDEX KEY: 0000881895 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 480993128 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-19773 FILM NUMBER: 97693850 BUSINESS ADDRESS: STREET 1: 804 N MEADOWBROOK DR STREET 2: PO BOX 2819 CITY: OLATHE STATE: KS ZIP: 66062-0819 BUSINESS PHONE: 9138291616 MAIL ADDRESS: STREET 1: P O BOX 2819 CITY: OLATHE STATE: KS ZIP: 66063 10-K/A 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 year ended December 31, 1996 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-19773 OTR EXPRESS, INC. (Exact name of Registrant as specified in its charter) Kansas 48-0993128 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 804 N. Meadowbrook Drive, Olathe, Kansas 66062 (Address of Principal Executive Offices) (Zip Code) (913) 829-1616 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $.01 par value (Title of each class) Indicate by checkmark 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 the 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 checkmark 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. X YES NO The aggregate market value of voting stock held by non-affiliates of the registrant was $10,124,081 as of October 9, 1997. The number of shares of common stock outstanding was 1,840,742 as of October 9, 1997. PART IV. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Exhibit No. Description Page No. Or Incorporation By Reference To 3(a) Articles of Incorporation, as amended Exhibit 3(a) to Annual Report for the year ended December 31, 1994 on Form 10-K 3(b) Restated By-Laws Exhibit 3(b) to Annual Report for the year ended December 31, 1995 on Form 10-K 4 The Registrant, by signing this Report, agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument which defines the rights of holders of long-term debt of the Registrant 4(a) Specimen Common Stock Certificate Exhibit 4(a) to Amendment No. 1 to Registration Statement on Form S-18 (SEC File No. 33-44422FW) 10(a) 1991 Incentive Stock Option Plan of Exhibit 10(a) to Registration OTR Express, Inc. Statement on Form S-18 (SEC File No. 33-44422FW) 10(b) Assignment regarding post office box Exhibit 10(aa) to Annual dated June 26, 1992 between Registrant Report for the year ended and Boatmen's First National Bank of December 31, 1992 on Form Kansas City 10-K 10(c) Mortgage note dated January 10, 1995 Exhibit 10(xx) to Annual between Registrant and Toni J. Report for the year ended Waggoner and Robert E. Waggoner, as December 31, 1994 on Form Trustees 10-K 10(d) Accounts Receivable Loan Agreement Exhibit 10(zz) to Annual dated August 27, 1995 between Report for the year ended Registrant and Boatmen's First December 31, 1995 on Form National Bank of Kansas City 10-K 10(e) Amendment to Accounts Receivable Exhibit 10(aaa) to Annual Loan Agreement dated April 27, 1995 Report for the year ended between Registrant and Boatmen's December 31, 1995 on Form First National Bank of Kansas City 10-K 10(f) OTR Express, Inc. 1996 Stock Option Exhibit 10(bbb) to Annual Plan Report for the year ended December 31, 1995 on Form 10-K 10(g) OTR Express, Inc. 1996 Directors' Exhibit 10(ccc) to Annual Stock Option Plan Report for the year ended December 31, 1995 on Form 10-K 10(h) Form of Carrier/Shipper Exhibit 10(ddd) to Annual Transportation Contract Report for the year ended December 31, 1996 on Form 10-K 10(i) Contract to Purchase Tractors in 1997 Exhibit 10(eee) to Annual between Registrant and KCR Report for the year ended International Trucks, Inc. December 31, 1996 on Form 10-K 10(j) Contract to Purchase Trailers in 1997 Exhibit 10(fff) to Annual between Registrant and Utility Trailer Report for the year ended Sales of Kansas City December 31, 1996 on Form 10-K 10(k) Accounts Receivable Loan Agreement Exhibit 10(ggg) to Annual dated May 1, 1996 between Registrant Report for the year ended and UMB Bank, N.A. December 31, 1996 on Form 10-K 10(l) Loan and Security Agreement Dated Exhibit 10(hhh) to Quarterly June 11, 1997 Report for the quarter ended March 31, 1997 on Form 10-Q 11 Statement re: Computation of Exhibit 11(a) to Annual Earnings per share Report for the year ended December 31, 1996 on Form 10-K 13 Annual Report to Stockholders for Exhibit 13(a) to Annual the year ended December 31, 1996 Report for the year ended December 31, 1996 on Form 10-K 23 Consent of Arthur Andersen LLP (filed Page 5 sequentially herewith) numbered pages SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. OTR EXPRESS, INC. Date: October 9, 1997 /s/ WILLIAM P. WARD Chairman of the Board 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. SIGNATURE TITLE DATE /s/ WILLIAM P. WARD Chairman of the Board , President and October 9, 1997 William P. Ward Principal Executive Officer /s/ GARY J. KLUSMAN Executive Vice President and Director October 9, 1997 Gary J. Klusman /s/ JANICE K. WARD Vice President, Compensation and October 9. 1997 Janice K. Ward Administration, Secretary and Director /s/ STEVEN W. RUBEN Vice President/Finance, Principal October 9, 1997 Steven W. Ruben Financial Officer and Principal Accounting Officer /s/ JAMES P. ANTHONY Director October 9, 1997 James P. Anthony /s/ DEAN W. GRAVES Director October 9, 1997 Dean W. Graves /s/ RALPH E. MACNAUGHTON Director October 9, 1997 Ralph E. MacNaughton /s/ TERRY G. CHRISTENBERRY Director October 9, 1997 Terry G. Christenberry /s/ CHARLES M. FOUDREE Director October 9, 1997 Charles M. Foudree /s/ FRANK J. BECKER Director October 9, 1997 Frank J. Becker EX-23 2 Part IV Item 14 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated February 4, 1997 included in the Annual Report on Form 10-K filed by OTR Express, Inc. (the "Company") for its fiscal year ended December 31, 1996 and to all references to our Firm included therein, into the Company's previously filed Registration Statements on Form S-8, Nos. 333-13503, 333-13507 and 333-13515. ARTHUR ANDERSEN LLP /s/ Arthur Andersen LLP Kansas City, Missouri March 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----