UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1999 Commission File Number: 001-14145
NEFF CORP.
(Exact Name of registrant as specified in its charter)
DELAWARE 65-0626400
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3750 N.W. 87th AVENUE, SUITE 400, MIAMI, FLORIDA 33178
(Address of principal executive offices) (Zip Code)
Registrans's telephone number: (305) 513-3350
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
_______________________ ______________________
Class A Common Stock
Par Value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
None
Indicate by check mark whether the registrant has (1) 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 by
reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ].
As of April 21, 2000, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $27.3 million. As of April
21, 2000, there were 16,065,350 shares of the registrant's Class A Common Stock
outstanding.
Documents incorporated by reference:
None
<PAGE>
Neff Corp. hereby amends its Annual Report on Form 10-K as set forth in the
pages attached hereto:
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Biographical information with respect to the Company's current executive
officers and directors as of April 21, 2000 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Director Term to
Name Age Positions or Offices with the Company Since Expire
Jorge Mas.................... 37 Chairman of the Board 1995 2001
Kevin P. Fitzgerald.......... 43 President and Chief Executive Officer, 1995 2001
Secretary, Treasurer, Director
Juan Carlos Mas.............. 34 Director. 1995 2000
Jose Ramon Mas............... 28 Director 1995 2000
Joel-Tomas Citron............ 36 Director 1998 2002
Paul E. Dean................. 62 Director 2000 2001
Arthur B. Laffer............. 59 Director 1998 2002
Michael Markbreiter ......... 37 Director 2000 2002
</TABLE>
The following are brief summaries of the business experience during at
least the past five years of each of the directors of the Company:
Jorge Mas was the Chief Executive Officer of MasTec, Inc., a public company
engaged in the telecommunications construction business, from March 1994 to
October 1999. In addition, Mr. Mas is involved in several real estate holding
companies, the Chairman of the Board of MasTec, Inc. and on the Board of
Directors of First Union National Bank. Mr. Mas has been Chairman of the Cuban
American National Foundation, Inc., a not-for-profit organization, since July
1999. Mr. Mas also serves on the board of directors of Nova Southeastern
University.
Mr. Fitzgerald joined the Company in 1995 as President and Chief Executive
Officer. From 1991 through July, 1995, he was a Senior Vice President for the
investment banking firm of Houlihan Lokey Howard and Zukin. He is also a member
of the board of directors of Geoworks Corporation.
Arthur B. Laffer has been Chairman of the Board of Directors of Laffer
Associates, an economic research and financial consulting firm, since 1979 and
Chief Executive Officer, Laffer Advisors Inc., an investment advisor and
broker-dealer, since 1981. Mr. Laffer is a director of Nicholas Applegate Mutual
Funds, Oxigene, Inc., MasTec, Inc. and Coinmach Laundry Corporation.
Joel-Tomas Citron has been the Chief Executive Officer of MasTec, Inc.
since October 1999 and the President since May 1999. Mr. Citron was the managing
partner of Triscope Capital LLC, a private investment partnership, from January
1998 until December 1998, and Chairman of the Board of Directors of the United
States subsidiary of Proventus AB, a privately held investment company based in
Stockholm, Sweden, from January 1992 to December 1997. Mr. Citron is also
Vice-Chairman of the board of directors of MasTec, Inc. and a director of
Telergy, Inc.
Juan Carlos Mas is currently a director and President of the Construction
Division of Church and Tower, a subsidiary of MasTec, Inc., where he has been
employed for the past five years.
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<PAGE>
Jose Ramon Mas is a director and President of the Telecommunications
Division of Church and Tower, a subsidiary of MasTec, Inc., where he has been
employed for the past five years.
Michael Markbreiter has been engaged in management consulting and investing
for Displaytech, Inc. since February 2000 and Teletrax, Inc. since September
1999. From 1995 to 1999, he was a portfolio manager for private equity
investments for Klingdon Capital Management Corp., a manager of investment
funds. In April 1994, he co-founded Ram Investment Corp., a venture capital
company. From March 1993 to January 1994, he was a portfolio manager for
Klingdon Capital Management Corp. Prior to February 1993, he was an analyst at
Alliance Capital Management Corp. Mr. Markbreiter is a director of Alyn
Corporation.
Paul E. Dean was associated with Dow Chemical Company for over thirty years
prior to his retirement in August 1993. From 1991 until his retirement, Mr. Dean
was the Director of Corporate New Ventures at Dow Chemical Company. From 1987 to
1991, Mr. Dean was Michigan Director of Research and Development at Dow Chemical
Company, and prior to that, Mr. Dean held various management positions in
technical service and development and in research and manufacturing.
The following are biographical summaries of the business experience during
at least the past five years of each of the executive officers of the Company,
other than those executive officers who are also serving as directors of the
Company:
Mark H. Irion has served as the Company's Chief Financial Officer since May
1999. He joined the company in 1998 after being employed as Chief Financial
Officer of R.S. Computer Sales, Inc., a network integration company, from 1997
to 1998. From 1994 to 1997, Mr. Irion served as Chief Financial Officer of
Markvision Holdings, Inc., a computer distribution company. Prior to 1994, Mr.
Irion was employed by Deloitte & Touche LLP, a public accounting firm.
Peter G. Gladis joined the Company in 1995 after 20 years of employment
with Hertz Corporation, most recently, as Regional Vice President of western
region operations. Mr. Gladis is the Senior Vice President of Neff Rental. Mr.
Gladis has over 25 years of experience in the equipment rental industry.
All officers serve at the discretion of the Board of Directors. Jorge Mas,
Juan Carlos Mas and Jose Ramon Mas, all of whom are members of the Board of
Directors, are brothers. There are no other family relationships among the
directors or executive officers of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
The directors and executive officers of the Company are required to file
reports of initial ownership and changes of ownership of Class A Common Stock
with the Securities and Exchange Commission and with the New York Stock
Exchange. To the Company's best knowledge, based solely on review of copies of
such reports furnished to the Company and written representations that no other
reports were required, the required filings of all directors and executive
officers were filed timely, with the exception of the Form 3 for Mr.
Markbreiter, which was filed late, and the Form 3 for Mr. Irion, which was filed
late.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information regarding the compensation for
services in all capacities to the Company and its subsidiaries, of the Chief
Executive Officer and each of the other two most highly paid executive officers
whose total compensation for 1999 exceeded $100,000 and two former executive
officers who would have been named officers but for the fact that they were not
serving as executive officers of the Company on December 31, 1999 ("named
executive officers").
<TABLE>
<CAPTION>
Summary Compensation Table
<S> <C> <C> <C> <C>
Securities
Underlying
Name and Principal Position Year Salary Bonus Options/SARs
Kevin P. Fitzgerald 1999 $250,000 $250,000 --
President and Chief Executive 1998 250,000 300,000 407,220(1)
Officer 1997 246,000 150,000 --
Peter G. Gladis 1999 $225,000 $75,000 --
Senior Vice President, Neff 1998 185,000 75,000 60,000
Rental, Inc. 1997 150,000 75,000 --
Mark H. Irion(2) 1999 $110,000 $50,000 --
Chief Financial Officer 1998 $25,600 $5,000 5,000
Bonnie S. Biumi(3) 1999 $86,000 -- --
Chief Financial Officer 1998 $175,000 $60,000 35,000
1997 -- -- --
Robert G. Warren(4) 1999 $71,150 -- --
Senior Vice President, Neff 1998 160,000 $50,000 45,000
Machinery, Inc. 1997 155,000 $25,000 --
</TABLE>
(1) In 1995, Mr. Fitzgerald and the Company entered into an option agreement
granting him an option to purchase shares of Common Stock representing 3%
of the issued and outstanding Common Stock of the Company for an aggregate
purchase price of approximately $1.6 million. Upon consummation of the
Company's initial public offering in May 1998, the number of shares subject
to this option was increased by 207,220 shares in order to maintain his 3%
ownership interest in the Company. No further options will be granted to
Mr. Fitzgerald pursuant to the 1995 option agreement. Also in 1998, Mr.
Fitzgerald received options to purchase 200,000 shares of Common Stock
pursuant to the Neff Corp. 1998 Incentive Stock Plan. In 1999, Mr.
Fitzgerald transferred options to purchase 428,610 shares of Common Stock
to his ex-wife.
(2) Mr. Irion commenced work as the chief financial officer of the Company's
wholly-owned subsidiary, Neff Rental, Inc. in September 1998 at an annual
salary of $92,000. He became the Company's chief financial officer in May
1999.
(3) Ms. Biumi commenced work for the Company on December 29, 1997. Ms. Biumi
resigned from the Company in May 1999.
(4) Mr. Warren resigned from the Company in April 1999. In addition to the
amounts shown in the table, in April 1999 Mr. Warren received a severance
payment of $185,000 upon his resignation in accordance with the terms of a
Severance Agreement between himself and the Company. The terms of this
Severance Agreement are described below in "Employment Agreements;
Change-in-Control Arrangements."
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<PAGE>
Stock Option Grants and Exercises
No stock options were granted to the named executive officers in 1999 and
none of the named executive officers exercised any options in 1999. No awards
under the Company's long-term incentive plan, the Phantom Stock Option Plan,
were granted to the named executive officers in 1999.
The following table provides information related to the number and value of
options held by the named executive officers at the end of 1999. The last sales
price of Class A Common Stock as reported by the New York Stock Exchange on
December 31, 1999 was $6.375.
<TABLE>
<CAPTION>
Fiscal Year End Option Values
Number of Securities Underlying Value of Unexercised
Unexercised Options at Fiscal Year "In-the-Money" Options at
End Fiscal Year End(1)
---------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Name Exercisable Unexercisable Exercisable Unexercisable
Kevin P. Fitzgerald, President and
Chief Executive Officer 395,276 33,334 $1,296,168 $6,167
Peter G. Gladis, Senior Vice
President, Neff Rental, Inc. 19,999 40,001 $3,083 $6,167
Mark H. Irion
Chief Financial Officer 1,666 3,334 $123 $247
Bonnie S. Biumi
Chief Financial Officer -- -- -- --
Robert G. Warren, Senior Vice
President, Neff Machinery, Inc. 84,650 -- $37,499 --
</TABLE>
(1) Options are "in-the-money" at the fiscal year end if the fair market
value of the underlying securities on such date exceeds the exercise price of
the option.
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<PAGE>
Director Compensation
Stock Option Awards
In 1998, Messrs. Citron and Laffer each received one-time grants of (1)
options to purchase an aggregate of 70,000 shares of Class A Common Stock at an
exercise price equal to the fair market value (as defined in the Compan's 1998
Incentive Stock Plan (the "1998 Plan")) of the Class A Common Stock on the date
of grant, and (2) a grant of options to purchase 5,000 shares of Class A Common
Stock at an exercise price of $14.00 per share, the initial public offering
price. A portion of these options vest in equal installments over a five year
period, the remainder vest in equal installments over a two year period. The
options have a ten year term, unless (a) the Director leaves the Board of
Directors for any reason other than disability, death or cause, in which case
the director will have three months after termination to exercise vested
options, (b) the Director is dismissed from the Board of Directors for cause, in
which case all options terminate immediately, (c) the Director's service
terminates by reason of disability or resignation, in which case the Director
will have one year after termination to exercise vested options or (d) the
Director dies, in which case the Director's estate will have one year to
exercise vested options.
Compensation for Service on the Special Committee
In March 2000, the Board of Directors appointed a new independent member to
the Board and formed a special committee to evaluate a merger proposal received
by the Board of Directors on February 28, 2000 from Neff Investors, Inc., a
newly formed corporation in which General Electric Capital Corporation and Kevin
Fitzgerald will be stockholders, and any other business combination proposals
the Company receives. Neff Investors, Inc., the entity making the merger
proposal, included a member of the Company's management. In April 2000, the
Board of Directors appointed another independent member to the Board and the
special committee. The members of the special committee are Messrs. Laffer,
Markbreiter and Dean. In 2000, Messrs. Markbreiter and Dean will each receive
payments of $25,000 as compensation for serving on the special committee.
On April 14, 2000, the Board of Directors received a letter from Neff
Investors in which Neff Investors proposed to acquire the Company on the
following terms: (1) Neff Investors will purchase 30% of the shares of the
Company now held by Jorge Mas, Juan Carlos Mas and Jose Mas (collectively the
"Mas Shareholders") for $9.00 per share in cash, and the balance of the shares
held by the Mas Shareholders would be converted to a new Class C Common Stock of
the surviving corporation after the merger, and (2) Neff Investors will purchase
all other publicly held shares of the Company for $9.00 per share. Shares
beneficially held by Kevin Fitzgerald and General Electric Capital Corporation
will be exchanged for shares of the surviving corporation in the merger. The
special committee and its legal and financial advisers are engaged in a dialogue
with Neff Investors with respect to the merger proposal. Any business
combination transaction involving the Company would be subject to approvals by
the special committee and the Board of Directors, shareholder approval, the
negotiation and execution of mutually satisfactory definitive agreements and
other customary conditions. The Company can not assure its stockholders that any
agreements relating to the proposal will be reached or that any transaction will
be consummated.
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<PAGE>
Employment Agreements; Change in Control Arrangements
Employment Agreements with Messrs. Gladis and Irion
The Company has entered into Employment Agreements with Peter G. Gladis,
the Senior Vice President of Neff Rental, Inc., a wholly-owned subsidiary of the
Company in 1998, and Mark Irion, the Chief Financial Officer of the Company in
1999.
Mr. Gladis' employment agreement has an initial term of three years and
will be automatically extended for one year periods unless either party
terminates the agreement on six months advance notice. In the event of
termination of Mr. Gladis' employment due to his Disability (as defined in the
agreement) or death, the Company will pay Mr. Gladis or his estate as severance
pay each month for the two (2) years immediately following the date of
termination, the amount necessary to make up the difference between the amount
of payments the executive will receive during that month under the disability
insurance policies maintained by the Company and Mr. Gladis' base monthly salary
on the date of termination. In the event the Company terminates Mr. Gladis'
employment other than for Cause (as defined in the agreement), death or
Disability or he terminates his employment for Good Reason (as defined in the
agreement) or under certain circumstances following a Change in Control (as
defined in the agreement), then (a)the Company must pay Mr. Gladis a lump sum
amount equal to three times the sum of his base salary and bonus; (b) Mr. Gladis
is entitled, for a period of three years, to continuation of coverage at the
Company's expense of his life insurance, disability, medical and dental benefits
and (c) all restrictions on any outstanding awards granted to Mr. Gladis will
lapse and be immediately vested. Mr. Gladis is prohibited from competing with
the Company during the term of the agreement and for one year after his
employment with the Company terminates for any reason.
Mr. Irion's employment agreement has an initial term of one year and will
be automatically extended for one year periods unless either party terminates
the agreement on six months advance notice. In the event of termination of Mr.
Irion's employment due to his Disability (as defined in the agreement) or death,
the Company will pay Mr. Irion or his estate as severance pay each month for the
eighteen months immediately following the date of termination, the amount
necessary to make up the difference between the amount of payments the executive
will receive during that month under the disability insurance policies
maintained by the Company and Mr. Irion's base monthly salary on the date of
termination. In the event the Company terminates Mr. Irion's employment other
than for Cause (as defined in the agreement), death or Disability or he
terminates his employment for Good Reason (as defined in the agreement) or under
certain circumstances following a Change in Control (as defined in the
agreement), then (a)the Company must pay Mr. Irion a lump sum amount equal to
one and one-half times the sum of his base salary and bonus; (b) Mr. Irion is
entitled, for a period of eighteen months, to continuation of coverage at the
Company's expense of his life insurance, disability, medical and dental benefits
and (c) all restrictions on any outstanding awards granted to Mr. Irion will
lapse and be immediately vested. Mr. Irion is prohibited from competing with the
Company during the term of the agreement and for one year after his employment
with the Company terminates for any reason.
Severance Agreement with Mr. Warren
The Company entered into a severance agreement with Mr. Robert G. Warren in
April 1999 when he resigned from his position as Senior Vice President of Neff
Machinery, Inc., a wholly-owned subsidiary of the Company which was sold in
December 1999.
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<PAGE>
The severance agreement provided that the Company would (a) make a lump sum
payment of $185,000 to Mr. Warren as severance pay and (b) continue coverage of
Mr. Warren's life insurance, disability, medical and dental benefits for the
twelve month period following April 23, 1999 (the "Termination Date"). In
accordance with the severance agreement, options granted to Mr. Warren under the
Company's 1998 Plan would remain exercisable for the six month period following
the Termination Date and options granted to Mr. Warren under a stock option
agreement dated as of June 28, 1996 would remain exercisable for the twelve
month period following the Termination Date. The severance agreement prohibited
Mr. Warren from competing with the Company for the six month period following
the Termination Date.
Stock Option Agreement with Mr. Fitzgerald
The Company has entered into a stock option agreement, dated as of December
1, 1995, with Kevin P. Fitzgerald, the President and Chief Executive Officer of
the Company. This agreement was not entered into pursuant to one of the
Company's incentive stock plans. This option agreement provides that, in the
event of a change in control (as defined), within sixty (60) days after such
change in control, Mr. Fitzgerald will be permitted to surrender his unexercised
options for cancellation, and he shall receive a cash payment calculated
pursuant to a formula based on the excess, if any, of the fair market value, on
the date preceding the date of the surrender, of the shares subject to the
options surrendered over the aggregate exercise price for such shares. A change
in control is generally defined in the agreement as (1) the acquisition by any
person of more than 50% of the voting securities of the Company, (2) certain
mergers involving the Company or (3) the sale of all of the assets of the
Company.
Incentive Stock Plans
The 1998 Plan and the Company's 1999 Incentive Stock Plan (the "1999 Plan")
permit the Company to provide that recipients of awards granted pursuant to
these Plans shall receive certain benefits upon the occurrence of a change in
control. A change in control is generally defined as (1) the acquisition by any
person of more than 30% of the voting securities of the Company, (2) certain
mergers involving the Company or (3) the sale of all of the assets of the
Company.
Report on Executive Compensation
During the fiscal year ended 1999, decisions concerning compensation of
executive officers were made by the entire Board of Directors.
The Board of Directors is responsible for setting and administering
executive officer compensation policies and programs. The Board of Directors is
also responsible for determining the recipients and terms of options and other
awards under the 1998 Plan and the 1999 Plan. The Board of Directors considers
the recommendations of management when making determinations regarding executive
compensation and awards under these Plans.
Philosophy
The members of the Board of Directors (the "Board") believe that the
Company's success is largely due to the efforts of its employees and, in
particular, the leadership exercised by its executive officers. Therefore, the
Board believes that it is important to:
- Adopt compensation programs that stress stock ownership and, thereby, tie
long-term compensation to increases in stockholder value as evidenced by price
appreciation in the Class A Common Stock.
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<PAGE>
- Adopt compensation programs that enhance the Company's ability to attract
and retain qualified executive officers while providing the financial motivation
necessary to achieve continued high levels of performance.
- Provide a level of compensation that is competitive with a select group
of successful national and regional construction equipment rental companies and
dealerships that the Company believes are comparable to Neff.
- Select compensation programs that emphasize teamwork, corporate
efficiency and overall corporate results.
The members of the Board believe, however, that fixed compensation formulas
may not adequately reflect all aspects of the Company's and an individual
executive officer's performance. Therefore, the Board has retained a high degree
of flexibility in structuring Neff's executive compensation. This approach
allows the Board annually to evaluate subjectively and reward each executive
officer's individual performance and contribution to the Company's overall
financial and operational success.
The components of the Company's executive compensation program for fiscal
year 1999 were (1) annual compensation consisting of base salaries, (2)
performance bonuses and (3) other benefits. Executive compensation is determined
on the basis of total compensation rather than as separate free-standing
components.
Base Salary and Bonus
The Board reviews each executive officer's base salary on an annual basis.
In determining base salary compensation for fiscal year 1999, the Board
considered financial and operational results of the previous fiscal year and the
contributions made by the executive officers to the achievement of those
results, and the compensation packages for executives of comparable position and
responsibility in the industry. Mr. Fitzgerald assists the other members of the
Board by making recommendations concerning salaries and bonuses to be paid to
executive officers, other than himself.
To provide additional incentive to achieve outstanding performance, the
Company awards cash bonuses to executive officers based on the Board's
subjective evaluation of corporate and individual performance. The Company's
increasing rate of growth and the competitive nature of the Company's business
placed greater demands than ever on the executive officers in 1999. The bonuses
awarded by the Company for 1999 and the salaries determined for 1999 reflect
this fact, as well as the attainment of certain performance goals in 1999 such
as the Company's continued revenue and earnings growth and the successful sale
by the Company of its investment in Sullair Argentina, S.A. and its equipment
dealership business.
Long-Term and Other Incentive Compensation
The Board believes that the financial interests of executive officers
should be aligned closely with those of stockholders through stock ownership.
Pursuant to the Company's incentive stock plans, the Board may grant stock
options, stock appreciation and dividend equivalent rights, restricted stock,
performance units and performance shares to employees, officers, employee
directors, consultants and advisors of the Company. These awards are based upon
an evaluation of the contribution of eligible individuals to the Company's
long-term performance and the importance of their responsibilities within the
Company.
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<PAGE>
Stock options granted under the 1998 Plan generally have a term of ten
years, vest over three years and have an exercise price equal to the fair market
value of the Class A Common Stock on the grant date. Phantom Shares granted
under the Phantom Stock Plan generally vest over five years and must be redeemed
by the Company within one year of vesting.
In March 1999, the Company announced that it was evaluating strategic
alternatives to enhance stockholder value. The Board decided not to grant any
options or other stock-based awards under the 1998 Plan or the 1999 Plan while
the Company is engaged in this process.
Chief Executive Officer. Mr. Fitzgerald's compensation package for 1999
consisted of base salary and a cash bonus. In approving Mr. Fitzgerald's
compensation arrangements, the Board took into account the Company and Mr.
Fitzgerald's accomplishments during 1999, including successfully completing the
acquisition of three equipment rental companies and increasing gross profit to
35.5% of total revenues for the year ended December 31, 1999. In addition, the
Board also considered the overall compensation packages of other chief executive
officers of companies in the construction equipment rental and dealership
industries.
Deductibility of Executive Compensation in Excess of $1.0 Million. Section
162(m) of the Internal Revenue Code of 1986 generally disallows a federal income
tax deduction to any publicly held corporation for compensation paid in excess
of $1 million in any taxable year to a named executive officer. Exceptions are
made for qualified performance-based compensation, among other things. The Board
intends generally to structure its executive awards under the Company's
incentive stock plans to take advantage of this Section 162(m) exception.
However, the Board does not believe that it is necessarily in the best interest
of the Company and its stockholders that all compensation meet the requirements
of Section 162(m) for deductibility and the Committee may determine to award
non-deductible compensation in such circumstances as it deems appropriate.
Moreover, in light of the ambiguities and uncertainties under Section 162(m), no
assurance can be given that compensation intended by the Company to satisfy the
requirements for deductibility under Section 162(m) does in fact do so.
Jorge Mas
Jose Ramon Mas
Juan Carlos Mas
Kevin P. Fitzgerald
Arthur B. Laffer
Joel-Tomas Citron
Michael Markbreiter
Paul E. Dean
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<PAGE>
Performance Graph
The following stock price performance chart compares cumulative total
stockholder return, assuming reinvestment of dividends, for (1) the Class A
Common Stock, (2) Standard & Poor's 500 Stock Index and (3) a Competitor Group
Index, for the period indicated. The chart assumes that $100 was invested on May
22, 1998, the date Neff began trading on the New York Stock Exchange, at the
initial public offering price of $14.00 per share. Past stock price performance
is not necessarily indicative of future results.
[OBJECT OMITTED]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Measurement Period
(Fiscal Year Covered) Neff Standard & Poor's 500 Competitor Group Index(1)
May 22, 1998...................... $100.00 $100.00 $100.00
December 31, 1998................. $44.64 $111.71 $92.97
December 31, 1999................. $45.53 $135.21 $53.10
</TABLE>
__________________
(1) In accordance with the SEC's rules, the Company has elected to select a
group of peer companies on an industry basis for comparison purposes. The
Competitor Group includes three participants: National Equipment Services, Inc.,
Nationsrent, Inc. and United Rentals, Inc. Total return calculations were
weighted according to the respective company's market capitalization.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 18, 2000, information regarding
the beneficial ownership of Class A Common Stock and Class B Special Common
Stock by (1) each person whom Neff knows beneficially owns 5% or more of any
class of Neff's voting securities; (2) each director, Neff's Chief Executive
Officer and each of Neff's two other most highly compensated executive officers
and (3) all directors and executive officers as a group. Unless otherwise
indicated, (1) each such stockholder has sole voting and investment power with
respect to the shares beneficially owned by such stockholder and (2) has the
same address as Neff.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Shares of Percent of Number of Shares of Percent of Class
Nameof Beneficiary Owner Class A Common Class Owned Class B Special Owned
Stock(1) Common Stock(1)
Jorge Mas 3,802,744(2)(3) 18.0% -- --
Juan Carlos Mas 2,381,303(2)(4) 11.3 -- --
Jose Ramon Mas 2,381,303(2)(5) 11.3 -- --
General Electric
Capital Corporation 5,100,000(6) 24.1 5,100,000(6) 100%
Santos Fund I, L.P. 900,000(7) 4.3 -- --
Kevin P. Fitzgerald 403,276(2) 1.9 -- --
Peter A. Gladis 29,554 * -- --
Mark H. Irion 1,666 *
Arthur B. Laffer 2,000 *
Joel-Tomas Citron 4,000 *
Michael Markbreiter -- *
Paul E. Dean -- *
All directors and
executive officers as a
group (10 persons) 9,005,846(2) 42.5%
</TABLE>
* Less than 1 percent.
(1) A person is deemed as of any date to have "beneficial ownership" of any
security that such person has a right to acquire within 60 days after such
date. Shares each identified person has a right to acquire within 60 days
of the date of the table set forth above are deemed to be outstanding in
calculating the percentage ownership of such stockholder, but are not
deemed to be outstanding when calculating the percentage ownership of any
other person.
(2) Excludes shares beneficially owned through Santos Fund I, L.P. ("Santos").
(3) Includes shares beneficially owned by Jorge Mas Holding I Limited
Partnership.
(4) Includes shares beneficially owned by Juan Carlos Mas Holding I Limited
Partnership.
(5) Includes shares beneficially owned by Jose Ramon Mas Holding I Limited
Partnership.
(6) Includes shares owned by GECFS, Inc., an affiliate of General Electric
Capital Corporation ("GE Capital"). All of these shares are convertible
into Class A Common Stock. GE Capital's and GECFS, Inc.'s address is 777
Long Ridge Road, Building B, First Floor, Stamford, CT, 06927.
(7) Santos is beneficially owned by Jorge Mas, Juan Carlos Mas, Jose Ramon Mas
and Kevin P. Fitzgerald.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MasTec, Inc., an affiliate of the Company controlled by four of the
Company's Directors, Jorge Mas, Juan Carlos Mas, Jose Ramon Mas and Joel-Tomas
Citron, purchased and leased construction equipment from the Company in 1999.
Revenues from MasTec, Inc. during 1999 were $4,589,559. The Company believes
that these payments were equivalent to the payments that would have been made
between unrelated parties acting at arm's length.
-12-
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NEFF CORP.
Date: April 28, 2000 /s/ Mark H. Irion
-----------------------
Mark H. Irion
Chief Financial Officer
Pursuant to the requirements of the Securities and 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Kevin P. Fitzgerald President, Chief Executive Officer, April 28, 2000
- ----------------------- Director
Kevin P. Fitzgerald
/s/ Mark H. Irion Chief Financial Officer April 28, 2000
- -----------------------
Mark H. Irion
/s/ Jorge Mas Director April 28, 2000
- -----------------------
Jorge Mas
/s/ Juan Carlos Mas Director April 28, 2000
- -----------------------
Juan Carlos Mas
/s/ Jose Ramon Mas Director April 28, 2000
- -----------------------
Jose Ramon Mas
/s/ Joel-Tomas Citron Director April 28, 2000
- -----------------------
Joel-Tomas Citron
/s/ Arthur B. Laffer Director April 28, 2000
- -----------------------
Arthur B. Laffer
/s/ Michael Markbreiter Director April 28, 2000
- -----------------------
Michael Markbreiter
/s/ Paul E. Dean Director April 28, 2000
- -----------------------
Paul E. Dean
</TABLE>
-13-
