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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 SEPTEMBER 30, 1998
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 1-13783
INTEGRATED ELECTRICAL SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0542208
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 POST OAK BOULEVARD
SUITE 450
HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 860-1500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on
------------------- which registered
------------------------
Common Stock, par value $.01 per share New York Stock Exchange
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 checkmark if disclosure of delinquent filings 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. ______
As of December 16, 1998, there were outstanding 28,879,089 shares of
common stock of the Registrant. The aggregate market value on such date of
the voting stock of the Registrant held by non-affiliates was an estimated
$483.3 million.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Supplementary Data, Financial
Statement Schedules and Exhibits.
1. Consolidated Financial Statements.
See Index to Financial Statements under
Item 8 of this report.
2. Consolidated Financial Statement Schedules
All consolidated financial statement
schedules have been omitted because they
are not required, are not applicable or
the information required has been
included elsewhere herein.
3. Exhibits and Financial Statement
Schedules (except as otherwise designated
below, all exhibits have been previously
filed).
(b) Reports on Form 8-K.
A report on Form 8-K was filed on July 14, 1998 in
connection with the acquisition of three businesses on
June 30, 1998. The financial statements of the
businesses acquired were incorporated by reference
from Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 333-50031) in
an amendment to Form 8-K filed by amendment on
September 14, 1998.
A report on Form 8-K was filed on September 14, 1998
in connection with the acquisition of a business. The
financial statements of the business acquired were
incorporated by reference from Post-Effective
Amendment No. 1 to the Company's Registration
Statement on Form S-1 (No.
333-50031).
(c) Exhibits.
3.1 Amended and Restated Certificate of
Incorporation as amended.
(Incorporated by reference to 3.1 to
the Registration Statement on Form
S-1 (File No. 333-38715) of the
Company)
3.2 Bylaws, as amended.
4.1 Specimen Common Stock Certificate.
(Incorporated by reference to 4.1 to
the Registration Statement on Form
S-1 (File No. 333-38715) of the
Company)
10.1 Form of Employment Agreement (Incorporated
by reference to 10.1 to the Registration
Statement on Form S-1 (File No. 333-38715)
of the Company)
10.2 Form of Officer and Director Indemnification
Agreement. (Incorporated by reference to
10.2 to the Registration Statement on Form
S-1 (File No. 333-38715) of the Company)
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10.3 Integrated Electrical Services, Inc. 1997
Stock Plan. (Incorporated by reference
to 10.3 to the Registration Statement on
Form S-1 (File No. 333-38715) of the
Company)
10.4 Integrated Electrical Services, Inc. 1997
Directors Stock Plan. (Incorporated by
reference to 10.4 to the Registration
Statement on Form S-1 (File No.
333-38715) of the Company)
10.5 Credit Agreement dated July 30, 1998,
among the Company, the Financial
Institutions named therein and
NationsBank of Texas, N.A., including
Guaranty, Pledge Agreement, Security
Agreement, form of promissory note,
and form of swing line note.
(Incorporated by reference to 10.5 to
Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1
(File No. 333-50031) of the Company)
*10.6 Amendment No. 1 dated September 30, 1998,
to the Credit Agreement dated July 30,
1998, among the Company, the Financial
Institutions named therein and
NationsBank of Texas, N.A.
10.7 Form of Lock-up Agreement entered
into by the Company and the
stockholders set forth on Schedule A
thereto. (Incorporated by reference
to 10.6 to the Registration Statement
on Form S-1 (File No. 333-38715) of
the Company)
21.1 List of Subsidiaries.
23.1 Consent of Arthur Andersen LLP.
27 Financial Data Schedule
99.1 Integrated Electrical Services, Inc. 401(k)
Retirement Savings Plan
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* Filed herewith.
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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 on
January 22, 1999.
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ John F. Wombwell
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John F. Wombwell
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Decription
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3.1 Amended and Restated Certificate of Incorporation as
amended. (Incorporated by reference to 3.1 to the
Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
3.2 Bylaws, as amended.
4.1 Specimen Common Stock Certificate. (Incorporated by reference
to 4.1 to the Registration Statement on Form S-1 (File No.
333-38715) of the Company)
10.1 Form of Employment Agreement (Incorporated by reference to 10.1
to the Registration Statement on Form S-1 (File No. 333-38715)
of the Company)
10.2 Form of Officer and Director Indemnification Agreement.
(Incorporated by reference to 10.2 to the Registration Statement
on Form S-1 (File No. 333-38715) of the Company)
10.3 Integrated Electrical Services, Inc. 1997 Stock Plan.
(Incorporated by reference to 10.3 to the Registration Statement
on Form S-1 (File No. 333-38715) of the Company)
10.4 Integrated Electrical Services, Inc. 1997 Directors Stock Plan.
(Incorporated by reference to 10.4 to the Registration Statement
on Form S-1 (File No. 333-38715) of the Company)
10.5 Credit Agreement dated July 30, 1998, among the
Company, the Financial Institutions named therein and
NationsBank of Texas, N.A., including Guaranty, Pledge
Agreement, Security Agreement, form of promissory note,
and form of swing line note. (Incorporated by reference
to 10.5 to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-
50031) of the Company)
*10.6 Amendment No. 1 dated September 30, 1998, to the Credit Agreement
dated July 30, 1998, among the Company, the Financial
Institutions named therein and NationsBank of Texas, N.A.
10.7 Form of Lock-up Agreement entered into by the Company and the
stockholders set forth on Schedule A thereto. (Incorporated by
reference to 10.6 to the Registration Statement on Form S-1
(File No. 333-38715) of the Company)
21.1 List of Subsidiaries.
23.1 Consent of Arthur Andersen LLP.
27 Financial Data Schedule
99.1 Integrated Electrical Services, Inc. 401(k) Retirement Savings
Plan
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* Filed herewith.
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EXHIBIT 10.6
AMENDMENT NO. 1
This Amendment No. 1 dated as of September 30, 1998 (this
"Agreement"), is among Integrated Electrical Services, Inc., a Delaware
corporation (the "Borrower"), the undersigned financial institutions parties to
the Credit Agreement referred to below (the "Banks"), and NationsBank, N.A., as
agent (the "Agent") for the financial institutions that are parties to the
Credit Agreement.
INTRODUCTION
Reference is made to the Credit Agreement dated as of July 30, 1998
(as modified, the "Credit Agreement"), among the Borrower, the Banks, and the
Agent, the defined terms of which are used herein unless otherwise defined
herein. The Borrower, the Banks, and the Agent have agreed to increase the
amount of the aggregate consideration which the Restricted Entities may pay in
connection with any Acquisition without obtaining the prior consent of the
Majority Banks and to make other amendments to the Credit Agreement as set
forth herein in connection therewith.
THEREFORE, in connection with the foregoing and for other good and
valuable consideration, the Borrower, the Banks, and the Agent hereby agree as
follows:
Section 1. Amendment.
1.1 Section 5.9(ii)(B) of the Credit Agreement is amended by
replacing such Section in its entirety with the following:
(B) the aggregate of all consideration (other than common
stock of the Borrower) paid by the Restricted Entities in connection
with any Acquisition does not exceed $30,000,000 without the prior
consent of the Majority Banks,
1.2 Section 5.9(ii)(C) of the Credit Agreement is amended by
replacing such Section in its entirety with the following:
[intentionally deleted]
Section 2. Representations and Warranties. The Borrower represents
and warrants that (a) the execution, delivery, and performance of this
Agreement are within the corporate power and authority of the Borrower and have
been duly authorized by appropriate proceedings, (b) this Agreement constitutes
legal, valid, and binding obligations of the Borrower enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity, and (c) upon the effectiveness of
this Agreement and the amendment of the Credit
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Documents as provided for herein, the representations and warranties contained
in each Credit Document are true and correct in all material respects, no Event
of Default exists under the Credit Documents, and there shall have occurred no
event which with notice or lapse of time would become an Event of Default under
the Credit Documents.
Section 3. Effect on Credit Documents. As amended herein, the Credit
Documents remain in full force and effect. Except as specifically set forth
herein, nothing herein shall act as a waiver of any of the Agent's or the
Banks' rights under the Credit Documents as amended, including the waiver of
any default or event of default, however denominated. The Borrower must
continue to comply with the terms of the Credit Documents, as amended. This
Agreement is a Credit Document for the purposes of the provisions of the other
Credit Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement may be a
default or event of default under other Credit Documents.
Section 4. Effectiveness. This Agreement shall be effective as of
the date hereof when the Agent shall have received duly executed counterparts
hereof signed by the Borrower, the Agent, and the Majority Banks.
Section 5. Miscellaneous. The miscellaneous provisions of the Credit
Agreement apply to this Agreement. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas. This
Agreement may be signed in any number of counterparts, each of which shall be
an original, and may be executed and delivered by telecopier.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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EXECUTED as of the date first above written.
BORROWER:
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ JIM P. WISE
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Jim P. Wise
Senior Vice President and
Chief Financial Officer
AGENT:
NATIONSBANK, N.A., as Agent
By: /s/ ALBERT L. WELCH
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Albert L. Welch
Vice President
BANKS:
NATIONSBANK, N.A.
By: /s/ ALBERT L. WELCH
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Albert L. Welch
Vice President
BANK OF SCOTLAND
By: /s/ JANET TAFFE
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Janet Taffe
Assistant Vice President
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COMERICA BANK - TEXAS
By: /s/ BART BEARDEN
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Bart Bearden
Vice President
NATIONAL CITY BANK OF KENTUCKY
By: /s/ TOM GURBACH
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Tom Gurbach
Vice President
PARIBAS
By: /s/ LARRY ROBINSON
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Larry Robinson
Vice President
By: /s/ ROSINE K. MATTHEWS
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Rosine K. Matthews
Vice President
THE BANK OF NOVA SCOTIA
By: /s/ E. C. W. ASHBY
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E. C. W. Ashby
________ Managaer Loan Operations
CENTURA BANK
By: /s/ LOWRY D. PERRY
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Lowry D. Perry
Bank Officer
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PASCAL POUPELLE
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Pascal Poupelle
Executive Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ SETH BUTLER
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Seth Butler
Corporate Bank Officer
SUN TRUST BANK
By: /s/ JOHN A. FIELDS, JR.
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John A. Fields, Jr.
First Vice President
By: /s/ STEVEN J. NEWBY
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Steven J. Newby
Corporate Banking Officer
