UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
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 (NO FEE REQUIRED)
Commission File Number 333-8925
NATIONAL FIBERSTOK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 23-2574778
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5775 Peachtree Dunwoody Road 30342
Suite C-150 (Zip code)
Atlanta, Georgia
(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 256-1123
____________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on: None
Title of Each Class
11 5/8% $100,000,000 Senior Unsecured Notes
____________________________
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. x Yes 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. ( )
<PAGE>
The aggregate market value of voting stock held by nonaffiliates of the
registrant was $22,299,419 based upon the price at which the outstanding
common stock was originally issued.
As of December 31, 1996, there were 283,803 shares of the registrant's
Common Stock, par value $0.01 per share outstanding.
ITEM I
(of this Amendment No. 1)
The Form 10-K for the year ended December 31, 1996, filed with the
Commission on March 31, 1997, is hereby amended by substituting the
following Item 10 in place of Item 10 found on pages 20 through 22 of the
report on Form 10-K previously filed with the Commission:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the executive officers and directors of National
Fiberstok Corporation at December 31, 1996 :
<TABLE>
<CAPTION>
NAME Age Position
<S> <C> <C>
Robert M. Miklas 45 Director, President and Chief
Executive Officer
Robert B. Webster 49 Executive Vice President
Thomas J. Cobery 50 Senior Vice
James Resnick 49 Senior Vice
Robert D. Oliver 45 Vice President/Operations
John D. Weil 49 Chairman of the Board
David E. De Leeuw 53 Director
David E. King 38 Director
Glenn S. McKenzie 44 Director
Calvin Ingram 63 Director
</TABLE>
THOMAS J. COBERY (50), Senior Vice President of NFC since June 1996. Mr.
Cobery has been President of Label Art, Inc. since November 1987 till June
28, 1996 (the acquisition date of Transkrit Corporation and subsidiary by
NFC). Mr. Cobery is currently President of the Tag and Label Manufacturers
Institute, the major trade association for the label industry in the United
States.
DAVID E. DE LEEUW (52), Director of NFC since September 1989. Mr. De Leeuw
is a managing general partner of MDC Management Company II, L.P., which is
the general partner of McCown De Leeuw & Co.II, L.P. and McCown De Leeuw
Associates, L.P.; the managing general partner of MDC Management Company
IIE, L.P., the general partner of McCown De Leeuw & Co. Offshore (Europe),
L.P.; and the managing general partner of MDC Management Company IIA, L.P.,
the general partner of McCown De Leeuw & Co. Offshore (Asia), L.P. He
currently serves as a director of American Residential Investment Trust,
Inc., Vans, Inc., Pelican Companies, MBW Foods Inc., Oursourcing Solutions
Inc., Nimbus CD International, Inc. and Tiara Motorcoach Corporation.
CALVIN INGRAM (63), Director of NFC since January 1995. Mr. Ingram has
served as Chairman of AmeriComm Direct Marketing, Inc. since January 1991.
Mr. Ingram currently serves as a director of AmeriMarketing Group,
<PAGE>
AmeriComm Direct Marketing, Associated Premium and National Association of
Advertising Distributors.
DAVID E. KING (38), Director of NFC since April 1991. Mr. King is a general
partner of MDC Management Company II, L.P. Mr. King has been associated
with McCown De Leeuw & Co. since 1990. He currently serves as a director of
Outsourcing Solutions Inc., International Data Response Corporation,
Fitness Holdings, Inc. and ASC Network Corporation.
GLENN S. MCKENZIE (44), Director of NFC since October 1992. Mr. McKenzie
has been President of Alpha Investments, Inc., a management consulting
firm, since October 1991. He currently serves as a director of Specialty
Paperboard, Inc., Nimbus CD International, Inc., Exeter Health Resources,
Inc. and Tiara Motorcoach Corporation.
ROBERT M. MIKLAS (45), Director, President and Chief Executive Officer of
NFC since June 1990. Mr. Miklas has been Director, President and Chief
Executive Officer of DEC since June 1990. Prior to joining DEC, Mr. Miklas
worked for 15 years with the consumer packaging division of the Boise
Cascade Corporation and its successor, Sonoco Products Company.
ROBERT D. OLIVER (45), Vice President/Operations. Mr. Oliver joined NFC in
December 1993 as Vice President/Manufacturing. Previously, Mr. Oliver was
an area manufacturing manager with Graham Packaging Company, a HDPE blow
molding manufacturer. Prior to joining Graham, Mr. Oliver held several
operational positions with Sonoco Products Company and Boise Cascade
Corporation.
JACK RESNICK (49), Senior Vice President of NFC since June 1996. Mr.
Resnick was Chief Operating Officer of Transkrit from January 1991 until
June 1996. Prior to joining Transkrit, Mr. Resnick worked in the direct
mail marketing and business forms industry with Wallace Computer Services,
Uarco Business Forms and Torrington Product Ventures, where he served as
President and Vice Chairman.
ROBERT B. WEBSTER, CPA (49), Executive Vice President and Chief Financial
Officer of NFC since June 1995. Mr. Webster has been the Executive Vice
President and Chief Financial Officer of DEC since June 1995. Mr. Webster
served as Vice President and Chief Financial Officer of Sunds Defibrator,
Inc., from March 1991 to November 1994. Prior, Mr. Webster worked in the
business forms and computer industry with Burroughs Corp and Wang
Laboratories, Inc.
JOHN D. WEIL (49), Chairman of the Board of Directors of NFC since October
1995. In 1995, Mr. Weil joined McCown De Leeuw & Co. as an operating
affiliate to assist in portfolio management. From 1991 to 1994, Mr. Weil
served as President and Chief Executive Officer of American Envelope
Company. Between 1983 and 1994, Mr. Weil served as a director of the
Envelope Manufacturers Association (the "EMA"), as Chairman of the EMA's
Public Affairs Committee and has served on its Technical, Training, Plant
Operations and Finance Committees. Mr. Weil also serves as a director of
Specialty Paperboard, Inc., Tiara Motorcoach Corporation, International
Data Response Corporation and Sage Enterprises, Inc.
DIRECTOR COMPENSATION
Non-employee directors (excluding Mr. De Leeuw, Mr. King and Mr.
McKenzie) of NFC receive $2,000 per meeting of the Board of Directors,
$1,000 per special meeting of the Board of Directors and $500 per Committee
meeting plus, in each case, reimbursement for travel and out-of-pocket
expenses incurred in connection with attendance at all such meetings. Mr.
Weil is an employee of NFC and receives compensation.
<PAGE>
LATE FILINGS
None.
ITEM II
(of this Amendment No. 1)
The Form 10-K for the year ended December 31, 1996, filed with the
Commission on March 31, 1997, is hereby amended by substituting the
following signature pages in place of the signature pages found on pages 28
through 29 of the report on Form 10-K previously filed with the Commission:
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.
NATIONAL FIBERSTOK CORPORATION
March 31, 1997 By /s/ Robert M. Miklas
Robert M. Miklas
Director, 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 stated below.
March 31, 1997 /s/ John D. Weil
John D. Weil
Director, Chairman of the Board
March 31, 1997 /s/ Robert M. Miklas
Robert M. Miklas
Director, President and Chief Executive Officer
(Principal Executive Officer)
March 31, 1997 /s/ David E. De Leeuw
David E. De Leeuw
Director
March 31, 1997 /s/ David E. King
David E. King
Director
March 31, 1997 /s/ Glenn S. McKenzie
Glenn S. McKenzie
Director
March 31, 1997 /s/ Robert B. Webster
Robert B. Webster
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
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 report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
NATIONAL FIBERSTOK CORPORATION
April 15, 1997 By /s/ Robert M. Miklas
Robert M. Miklas
Director, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to the report on Form 10-K has been signed below by
the following persons on behalf of the registrant and in the capacities
stated below.
April 15, 1997 /s/ John D. Weil
John D. Weil
Director, Chairman of the Board
April 15, 1997 /s/ Robert M. Miklas
Robert M. Miklas
Director, President and Chief Executive Officer
(Principal Executive Officer)
April 15, 1997 /s/ David E. De Leeuw
David E. De Leeuw
Director
April 15, 1997 /s/ David E. King
David E. King
Director
April 15, 1997 /s/ Glenn S. McKenzie
Glenn S. McKenzie
Director
April 15, 1997 /s/ Robert B. Webster
Robert B. Webster
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
ITEM III
(of this Amendment No. 1)
The Form 10-K for the year ended December 31, 1996, filed with the
Commission on March 31, 1997, is hereby amended by substituting the
following Exhibit 12 in place of Exhibit 12 found on page 52 of the report
on Form 10-K previously filed with the Commission:
<TABLE>
NATIONAL FIBERSTOK CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS EXCEPT RATIO DATA)
<CAPTION>
Year Ended
December 31,
_______________
1992 1993 1994 1995 1996
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
NATIONAL FIBERSTOK-HISTORICAL
CONSOLIDATED FINANCIAL DATA:
Income (loss) before income (757) (4,893) (2,015) (1,040) (2,199)
taxes and extraordinary items
Interest expense(a) 803 2,873 2,975 3,179 8,126
----- ------- ------- ------- -------
Earnings 46 (2,020) 961 2,139 5,928
Interest Expense(a) 803 2,873 2,975 3,179 8,126
----- ------- ------ ------- -------
Fixed charges 849 853 2,015 1,040 2,199
Ratio of earnings to fixed -- -- -- -- --
changes(b) ----- ------- ------ ------- ------
<FN>
(a) Interest expense includes amortization of deferred financing costs and
debt discounts.
(b) Earnings were insufficient to cover fixed charges by $757, $4,893,
$2,014, $1,040 and $2,198 for the years ended December 31, 1992, 1993,
1994, 1995 and 1996, respectively.
</FN>
</TABLE>
