<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form 10-K
on
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 0-21513
INDEX, INC.
A TEXAS IRS EMPLOYER IDENTIFICATION
CORPORATION NO. 76-0509661
580 WESTLAKE PARK BOULEVARD, SUITE 1100
HOUSTON, TEXAS 77079
Telephone Number (281) 531-4214
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 Par Value
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. [ X ]
Aggregate market value of the voting stock (Common Stock, Series A Preferred
Stock and Series B Preferred Stock) held by non-affiliates of registrant as
of March 25, 1997 $ 5,668,730
Number of shares of registrant's Common Stock outstanding as of
March 25, 1997 12,079,350
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of April 17, 1997, regarding
the directors and executive officers of the Company. All directors hold office
until the next annual meeting of shareholders or until their respective
successors are duly elected and qualified or their earlier resignation or
removal. All officers hold office until the regular meeting of directors
following the annual meeting of shareholders or until their respective
successors are duly elected and qualified or their earlier resignation or
removal.
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
<S> <C> <C>
David R. Little . . . . 45 President, Chief Executive Officer and Director
Gary A. Allcorn . . . . 44 Senior Vice President/Finance, Secretary and Treasurer
Jerry J. Jones . . . . 58 Senior Vice President/Corporate Development and
Director
Bryan H. Wimberly . . . 57 Senior Vice President/Pump, Bearing, Power
Transmission and Valve Automation Group and
Director
Cletus Davis . . . . . 67 Director
Kenneth H. Miller . . . 57 Director
Thomas V. Orr . . . . . 46 Director
</TABLE>
BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS
David R. Little. Mr. Little has served as a Director and President since
July 1996 and as Chief Executive Officer of the Company since August 1996 and
also has held these positions with SEPCO Industries, Inc. ("SEPCO") since 1986.
Gary A. Allcorn. Mr. Allcorn has served as Secretary and Treasurer of the
Company since July 1996 and as Senior Vice President/Finance since August 1996.
Mr. Allcorn also has held this position with SEPCO since December 1995. Mr.
Allcorn has been employed with SEPCO since 1985 in various capacities,
including Vice-President/Finance and Chief Financial Officer.
Jerry J. Jones. Mr. Jones has served as a Director and Senior Vice
President/Corporate Development of the Company since August 1996. Mr. Jones
also has served as a Director of SEPCO since 1986 and as Senior Vice
President/Corporate Marketing of SEPCO since June 1995. From February 1993 to
June 1995, Mr. Jones served as President of T. L. Walker Bearing Company, a
subsidiary of SEPCO. Prior to his employment with SEPCO, Mr. Jones served as
President and Chief Executive Officer of the Energy Partners, Inc./Perry
Oceanographics, a renewable energy development company and offshore underwater
equipment manufacturer, from November 1989 to December 1992.
Bryan H. Wimberly. Mr. Wimberly has served as a Director and Senior Vice
President/Pump, Bearing, Power Transmission and Valve Automation Group of the
Company since August 1996. Mr. Wimberly also has served as a Director of SEPCO
since 1987 and the President and Chief Operating Officer of SEPCO since October
1995. Mr. Wimberly has been employed by SEPCO since 1987 in various
capacities, including Senior Vice President/Operations.
Cletus Davis. Mr. Davis has served as a Director of the Company since
August 1996. Mr. Davis is an attorney practicing in the areas of commercial
real estate, banking, corporate, estate planning and general litigation and is
also a trained mediator. From May 1988 to February 1992, Mr. Davis was a
member of the law firm of Wood, Lucksinger & Epstein. Since March 1992, Mr.
Davis has practiced law with the law firm of Cletus Davis, P.C.
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Kenneth H. Miller. Mr. Miller has served as a Director of the Company
since August 1996. Mr. Miller also has served as a Director of SEPCO since
April 1989. Mr. Miller is a Certified Public Accountant and has been a solo
practitioner since 1983.
Thomas V. Orr. Mr. Orr has served as a Director of the Company since
August 1996. Mr. Orr has served as Senior Vice President and Divisional
Manager of Morgan Keegan, Inc., a full service brokerage firm, since February
1995. From June 1990 to January 1995, Mr. Orr was a Divisional Sales Manager
for two years and Branch Office Manager for three years for Paine Webber, Inc.,
an investment banking firm.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee, composed of Messrs. Davis, Miller
and Orr, makes recommendations to the Board of Directors on matters regarding
the independent public accountants of the Company and the annual audit of the
Company's financial statements and accounts. The Compensation Committee,
composed of Messrs. Davis, Miller and Orr, makes recommendations to the Board
of Directors regarding compensation for the Company's executive officers,
directors, employees, consultants and agents, and acts as the administrative
committee for the Company's stock plans, including its Long-Term Incentive
Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires the Company's officers, directors and persons who own more than 10% of
a registered class of the Company's equity securities to file statements on
Form 3, Form 4, and Form 5 of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
stockholders are required by the regulation to furnish the Company with copies
of all Section 16(a) reports which they file.
Based solely on a review of reports on Form 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, reports on Form 5
and amendments thereto furnished to the Company with respect to its most recent
fiscal year and written representations from reporting persons that no report
on Form 5 was required, the Company believes that, no person who, at any time
during 1996, was subject to the reporting requirements of Section 16(a) with
respect to the Company failed to meet such requirements on a timely basis.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
Set forth in the following table is certain compensation information
concerning the Chief Executive Officer and each of the Company's most highly
compensated executive officers as to whom the total annual salary and bonus for
the fiscal year ended December 31, 1996, exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- --------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS
POSITION YEAR ($) ($) ($) (#)
-------------------------------------- -------- ---------- --------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
David R. Little, 1996 263,714 93,454 - -
President and Chief Executive 1995 222,567 131,888 - 3,200,000
Officer
Jerry J. Jones, 1996 116,264 62,516 - -
Senior Vice President/Corporate 1995 113,330 67,503 357,216(1) 1,436,800
Development
Bryan H. Wimberly, 1996 136,031 65,620 - -
Senior Vice President/Pump, 1995 121,967 92,589 - 195,200
Bearing,
Power Transmission and Valve
Automation Group
Gary A. Allcorn, 1996 114,161 10,741 - 80,000
Senior Vice President/Finance 1995 103,707 9,059 - -
-
</TABLE>
- -----------------
(1) Represents payments to Mr. Jones in respect of the repurchase by the
Company of shares acquired by Mr. Jones on exercise of options held by him.
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<PAGE> 5
OPTION GRANTS AND EXERCISES
The following table sets forth information concerning individual grants of
stock options made during the year ended December 31, 1996, to the executive
officers named in the Summary Compensation Table.
OPTION GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZED
- ----------------------------------------------------------------------------------- VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
NUMBER OF % OF TOTAL OPTION TERM
SECURITIES OPTIONS EXERCISE --------------------
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
------------------- -------------- --------------- ------------ -------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gary A. Allcorn 80,000 16.7% 0.58 12/05/01 12,819 28,327
</TABLE>
The following table sets forth information concerning the value of
unexercised options held by each of the executive officers named in the Summary
Compensation Table at December 31, 1996. None of such executive officers
exercised any stock options during the year ended December 31, 1996.
<TABLE>
<CAPTION>
OPTION VALUES AT DECEMBER 31, 1996
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT DECEMBER 31, 1996 IN-THE-MONEY OPTIONS AT
(# SHARES) DECEMBER 31, 1996 ($)(1)
------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
David R. Little 3,200,000 -- 9,760,000 --
Jerry J. Jones 1,436,800 -- 4,439,712 --
Bryan H. Wimberly 195,200 -- 610,976 --
Gary A. Allcorn 80,000 -- 233,600 --
</TABLE>
- ----------------------
(1) Based on a price per share of $3.50, the closing sale price of the Common
Stock on December 31, 1996.
COMPENSATION OF DIRECTORS
The Company's Bylaws provide that directors may be paid their expenses, if
any, and may be paid a fixed sum for attendance of each Board of Directors
meeting. The Company pays each non-employee director $1,000 per meeting
attended, plus expenses. During 1996, all action of the Board of Directors was
taken by consents in lieu of meetings; therefore, no amounts were paid to
directors of the Company for meeting attendance.
In May 1996, each of Messrs. Davis, Miller and Orr received non-qualified
stock options to purchase 16,000 shares of Common Stock at an exercise price
per share of $0.578125, which options were exercisable in full as of the date
of grant.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement (the "Little
Employment Agreement"), effective July 1, 1996, with Mr. Little. The Little
Employment Agreement is for a term of three years, renewable annually for a
term to extend three years from such renewal date. The Little Employment
Agreement provides for compensation
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<PAGE> 6
in a minimum amount of $260,000 per annum, to be reviewed at least annually for
possible increases, monthly bonuses equal to 3% of the profit before tax of
SEPCO as shown on the books and records of SEPCO at the end of each month and
other perquisites in accordance with SEPCO policy. In the event Mr. Little
terminates his employment for "Good Reason" (as defined therein), or is
terminated by the Company for other than "Good Cause" (as defined therein), Mr.
Little would receive a cash lump sum payment equal to the sum of (i) the base
salary for the remainder of the employment period under the Little Employment
Agreement, (ii) an amount equal to the sum of the most recent 12 months of
bonuses paid to him, (iii) two times the sum of his current annual base salary
plus the total of the most recent 12 months of bonuses, (iv) all compensation
previously deferred and any accrued interest thereon, and any accrued vacation
pay not yet paid by the Company and (v) continuation of benefits under the
Company's benefit plans for the current employment period. Mr. Little is also
entitled under the Little Employment Agreement to certain gross-up payments if
an excise tax is imposed pursuant to Section 4999 of the Code, which imposes an
excise tax on certain severance payments in excess of three times an annualized
compensation amount following certain changes in control or any payment of
distribution made to him.
The Company also has entered into employment agreements (each employment
agreement hereinafter referred to as an "Employment Agreement" and the four
employment agreements hereinafter collectively referred to as "Employment
Agreements"), effective as of July 1, 1996, with Messrs. Jerry J. Jones, Bryan
H. Wimberly, Bob Evans and Gary A. Allcorn, (each hereinafter referred to as
"Employee"). Each Employment Agreement is for a term of one year, renewable
automatically for a one-year term. The Employment Agreements provide for (i)
annual salary ("Salary") in the amounts of $113,000 for Mr. Jones, $130,000 for
Mr. Wimberly, $108,000 for Mr. Evans and $110,000 for Mr. Allcorn, and (ii)
other perquisites in accordance with Company policy. The Employment Agreements
provide for bonuses as follows: (i) Mr. Jones is entitled to a monthly bonus of
two percent of the monthly profit before tax of the Company, excluding sales of
fixed assets and extraordinary items; (ii) Mr. Wimberly is entitled to a
monthly bonus of two percent of the monthly profit before tax of SEPCO,
excluding sales of fixed assets and extraordinary items; and (iii) Mr. Allcorn
is entitled to a quarterly bonus pursuant to the terms and conditions of the
Company's general bonus pool. Mr. Evans is not entitled to receive a bonus.
In the event Employee terminates his employment for "Good Reason" (as
defined therein), or is terminated by the Company for other than "Cause" (as
defined therein), each Employee would receive (i) 12 monthly payments each
equal to one month of the Salary, in the case of Messrs. Jones, Wimberly and
Allcorn, and six monthly payments each equal to one month of Salary, in the
case of Mr. Evans, (ii) a termination bonus equal to (A) the previous 12
monthly bonuses, in the case of Messrs. Jones and Wimberly, (B) the previous
four quarterly bonuses, in the case of Mr. Allcorn and (C) six months of
Salary, in the case of Mr. Evans, and (iii) any other payments due through the
date of termination. In the event the Employee dies, become disabled,
terminates the Employment Agreement with notice or the Employment Agreement is
terminated by the Company for Cause, the Employee or the Employee's estate, as
applicable, would receive all payments then due him under the Employment
Agreement through the date of termination.
BENEFIT PLANS
The SEPCO Industries, Inc. Employee Stock Ownership Plan
The Company maintains an Employee Stock Ownership Plan (the "ESOP") for the
benefit of eligible employees pursuant to which annual contributions may be
made. The amount and form of the annual contribution are within the discretion
of the Company's Board of Directors. Such contributions are limited to a
maximum of 15% of the total compensation paid to all participants eligible to
receive an allocation during the fiscal year. The Company (or its predecessor,
SEPCO) contributed $150,000 for each of the years ended December 31, 1996, 1995
and 1994. The ESOP currently is administered by David R. Little. However, the
Company is in the process of amending the ESOP to name the Compensation
Committee to serve as administrator.
Long-Term Incentive Plan
In August 1996, the Company established a Long-Term Incentive Plan (the
"LTIP"). The LTIP provides for the grant of stock options (which may be
non-qualified stock options or incentive stock options for tax purposes), stock
appreciation rights issued independent of or in tandem with such options,
restricted stock awards and performance awards to certain key employees of the
Company and its subsidiaries. The LTIP is administered by the Compensation
Committee.
800,000 shares of Common Stock (approximately 5% of the current outstanding
shares of Common Stock) currently are available for issuance under the LTIP.
In addition, as of January 1 of each year the LTIP is in effect,
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<PAGE> 7
if the total number of shares of Common Stock issued and outstanding, not
including any shares issued under the LTIP, exceeds the total number of shares
of Common Stock issued and outstanding as of January 1 of the proceeding year,
the number of shares available will be increased by an amount such that the
total number of shares available for issuance under the LTIP equals 5% of the
total number of shares of Common Stock outstanding, not including any shares
issued under the LTIP. Lapsed, forfeited or canceled awards will not count
against these limits. Cash exercises of SARs and cash settlement of other
awards will also not be counted against these limits but the total number of
SARs and other awards settled in cash shall not exceed the total number of
shares authorized for issuance under the LTIP (without reduction for
issuances).
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<PAGE> 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 21, 1997, with
respect to (i) persons known to the Company to be beneficial holders of five
percent or more of either the outstanding shares of Common Stock, Series A
Preferred Stock or Series B Preferred Stock, (ii) the executive officers named
in the Summary Compensation Table and the directors of the Company and (iii)
all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(2)
-----------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL SERIES A SERIES B
------------------------------ COMMON PREFERRED PREFERRED
OWNER(1) STOCK % STOCK % STOCK %
---------------------------------- ------------ ----- ------------ ----- ------------ ------
<S> <C> <C> <C> <C> <C> <C>
Gary A. Allcorn(3) 8,988,723 50.9 -- -- 15,000 76.9
580 Westlake Park Blvd., Suite 1100
Houston, Texas 77079
David R. Little(4) 4,286,729 22.4 -- -- -- --
580 Westlake Park Blvd., Suite 1100
Houston, Texas 77079
Bryan H. Wimberly(5) 1,673,013 10.4 -- -- -- --
580 Westlake Park Blvd., Suite 1100
Houston, Texas 77079
Jerry J. Jones(6) 1,439,963 8.3 -- -- -- --
580 Westlake Park Blvd., Suite 1100
Houston, Texas 77079
SEPCO Industries, Inc. Employee 3,825,194 24.1 1,870 55.5 -- --
Stock Ownership Plan
c/o River Oaks Trust Company,
Trustee
2001 Kirby
Houston, Texas 77210
Nelvin F. Luke(7) 229,691 1.4 374 11.1 -- --
225 Newman Avenue
Jefferson, Louisiana 70121
Denny Lawrence(8) 201,600 1.2 -- -- 1,800 9.3
Route 1, Box 265-B
Farmerville, Louisiana 71241
Donald E. Tefertiller(9) 186,168 1.2 374 11.1 -- --
4425 Congressional Drive
Corpus Christi, Texas 78413
Norman O. Schenk(10) 160,050 1.0 374 11.1 -- --
4415 Waynesboro
Houston, Texas 77035
Charles E. Jacob(11) 95,769 * 187 5.6 -- --
P. O. Box 57
Maypearl, Texas 76064
Ernest E. Herbert(12) 94,140 * 187 5.6 -- --
57 Coronado Avenue
Kenner, Louisiana
Thomas V. Orr 16,000 * -- -- -- --
Director(13)
Kenneth H. Miller 16,000 * -- -- -- --
Director(14)
Cletus Davis 16,000 * -- -- -- --
Director(15)
All executive officers, directors 16,436,428 72.9 -- -- 15,000 76.9
and nominees as a group
(7 persons)(16)
</TABLE>
- ----------------------
* Less than 1%.
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(l) Each beneficial owner's percentage ownership is determined by assuming
that options, warrants and other convertible securities that are held by
such person (but not those held by any other person) and that are
exercisable or convertible within 60 days have been exercised or
converted. An aggregate of approximately 83,000 shares of Common Stock
issuable upon surrender of certificates formerly representing shares of
capital stock of SEPCO and Newman were not included in the determination
of each beneficial owner's percentage ownership. The ESOP has not yet
surrendered its certificates formerly representing shares of SEPCO;
however, each beneficial owner's percentage ownership was determined by
assuming that the 3,825,194 shares of Common Stock issuable upon surrender
of such certificates were issued and outstanding as of April 21, 1997.
(2) Unless otherwise noted, the Company believes that all persons named in
the above table have sole voting and investment power with respect to all
shares of Common Stock, Series A Preferred Stock and Series B Preferred
Stock beneficially owned by them.
(3) Includes 6,851,184 shares of Common Stock and 15,000 shares of Series B
Preferred Stock owned by the Kacey Joyce, Andrea Rae and Nicholas David
Little 1988 Trust (the "Trusts") for which Mr. Allcorn serves as trustee.
Because of this relationship, Mr. Allcorn may be deemed to the beneficial
owner of such shares and the 1,680,000 shares of Common Stock issuable
upon conversion of the 15,000 shares of Series B Preferred Stock held by
the Trusts. Also includes 80,000 shares of Common Stock issuable upon
exercise of an option and 28,739 shares of Common Stock held of record by
the ESOP for Mr. Allcorn's account.
(4) Includes 3,200,000 shares of Common Stock issuable to Mr. Little upon
exercise of an option and 161,829 shares of Common Stock held of record
by the ESOP for Mr. Little's account.
(5) Includes 201,600 shares of Common Stock owned of record by a trust of
which Mr. Wimberly is one-third beneficiary and 195,200 shares of Common
Stock issuable upon exercise of an option granted to Mr. Wimberly. Also
includes 34,613 shares of Common Stock held by the ESOP for Mr.
Wimberly's account.
(6) Includes 1,436,800 shares of Common Stock issuable upon exercise of an
option granted to Mr. Jones and 3,163 shares of Common Stock held by the
ESOP for Mr. Jones's account.
(7) Includes 16,000 shares of Common Stock issuable upon exercise of an
option and 90,491 shares of Common Stock held of record by the ESOP for
Mr. Luke's account.
(8) Includes 201,600 shares of Common Stock issuable upon conversion of
shares of Series B Preferred Stock.
(9) Includes 16,000 shares of Common Stock issuable upon exercise of an
option and 46,968 shares of Common Stock held of record by the ESOP for
Mr. Tefertiller's account.
(10) Includes 36,580 shares of Common Stock held of record by the ESOP for Mr.
Schenk's account.
(11) Includes 33,369 shares of Common Stock held of record by the ESOP for Mr.
Jacob's account.
(12) Includes 47,140 shares of Common Stock held of record by the ESOP for Mr.
Herbert's account.
(13) Includes 16,000 shares of Common Stock issuable upon exercise of an
option.
(14) Includes 16,000 shares of Common Stock issuable upon exercise of an
option.
(15) Includes 16,000 shares of Common Stock issuable upon exercise of an
option.
(16) See notes (3) through (6) and (13) through (15).
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1989, the Company restructured certain loans previously made
by the Company to David R. Little, President and Chief Executive Officer of the
Company, pursuant to which Mr. Little executed two promissory notes in the
amounts of $149,910 and $58,737, respectively, each bearing interest at 9% per
annum. The notes require monthly payments of $1,349 and $528, respectively.
The outstanding balances of such loans at December 31, 1996, were $127,814 and
$50,080, respectively.
In December 1993, the Company loaned Mr. Little approximately $210,940 to
purchase 59,800 shares of SEPCO's Class A Common Stock. The loan bore interest
at 6% per annum and provided for annual interest payments and one principal
payment upon sale of the stock which secured such loan. The loan was repaid on
August 5, 1996. The Company from time to time also has made non-interest
bearing advances to Mr. Little that as of December 31, 1996 totaled
approximately $330,845. The largest aggregate amount of Mr. Little's
indebtedness outstanding to the Company during the year ended December 31, 1996
was approximately $770,000.
Mr. Allcorn, Senior Vice President/Finance of the Company, is the trustee
of three trusts for the benefit of Mr. Little's children, each of which holds
2,283,728 shares of Common Stock and 5,000 shares of Series B Preferred Stock.
Mr. Allcorn exercises sole voting and investment power over the shares held by
such trusts.
Mr. Little has personally guaranteed up to $500,000 of the obligations of
the Company under its loan agreement with its principal lender. In addition,
all of the shares of Common Stock and Series B Preferred Stock held in trust
for Mr. Little's children have been pledged to such lender to secure the
obligations of the Company under the loan agreement.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INDEX, INC.
(Registrant)
By: /s/ DAVID R. LITTLE
------------------------------------
David R. Little
President and Chief Executive
Officer
Dated: April 30, 1997.
