SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED}
FOR THE TRANSITION PERIOD FROM __________________ TO ______________________
COMMISSION FILE NUMBER: 0-26087
FIRST RESERVE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 86-0740730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1360 South Dixie Highway
Coral Gables, Florida
(Address of principal executive offices)
33146
(Zip Code)
Registrant's telephone number, including area code: (305) 667-8871
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
--------------------------
(Title of Class)
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-B 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-KSB or any amendment to
this Form 10-KSB. [ ]
The Registrant's revenues for its most recent fiscal year are $25,908,304.
The number of shares of Common Stock of the registrant outstanding as of March
30, 2000 is 6,767,050.
Documents Incorporated by Reference
Portions of the registration statement on Form 10-SB/A, filed with the
SEC on September 13, 1999, are incorporated by reference into Part III, Item 13.
<PAGE>
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
The executive officers and directors of the registrant are as follows:
NAME AGE POSITION
- ---- --- --------
Allen C. Harper 55 Chairman of the Board of Directors/
Chief Executive Officer
Ronald A. Shuffield 49 President/Chief Operating Officer/Director
President of EWM
Thierry Manni 33 Director
James E. Newmeyer 51 Secretary/Treasurer and Director
President of Embassy Financial Services, Inc.
MANAGEMENT
A brief description of the key management of the Company is as follows:
ALLEN C. HARPER
Since 1984 Allen C. Harper has been principally employed as the Chairman and
Chief Executive Officer and is a principal shareholder of the Company. Mr.
Harper has more than 30 years of business experience, primarily in the areas of
real estate management and development and rail transportation. He is still
active in a variety of businesses. Mr. Harper is currently the Chairman of the
Board of Directors, Chief Executive Officer and, with his wife, the owner of
American Heritage Railways, Inc., which owns and operates The Durango &
Silverton Narrow Gauge Railroad, in southwestern Colorado and The Great Smokey
Mountains Railways, in North Carolina. Since September 1989, Mr. Harper has
served as a Director on the Tri-County Rail Authority and has been chairman of
the board for two terms. He has also served as a director of Florida East Coast
Railway Co., a railroad company based in St. Augustine Florida, since May of
1994.
From February 1994 to July 1998, Mr. Harper served as Chairman of the Board of
Directors and Chief Executive Officer of First American Railways, Inc. In
October 1998, First American Railways, Inc., voluntarily filed a Chapter 7
Bankruptcy Proceeding in the United States Bankruptcy Court for the Southern
District of Florida.
RONALD A. SHUFFIELD
Ronald A. Shuffield is the President and Chief Operating Officer of both the
Company and EWM, and a member of each entity's Board of Directors. He has been
the President of EWM since 1984. He acts as the chief operating officer and
supervises the day-to-day operations of the Company and EWM. Mr. Shuffield is a
licensed Florida real estate broker and certified general contractor. Mr.
Shuffield has been a member of the Realtor Association of Dade County since 1984
and has served in a variety of officer and director positions thereon. Mr.
Shuffield served on the National Advisory
<PAGE>
Council of the PHH Relocation Network (now Cendant Mobility Servicers) from
1993-1996. Mr. Shuffield's community memberships include the Coral Gables
Chamber of Commerce (where he serves as President from 1992-93 and where he was
awarded the Robert B. Knight Outstanding Citizen of Coral Gables Award), the
Greater Miami Chamber of Commerce (where he serves on the Board of Governors)
and the Rotary Club of Coral Gables. Mr. Shuffield received a Bachelor of
Science degree in business administration from the University of Tennessee.
M. THIERRY MANNI
Mr. Manni is Chairman and International Development Director of MECAPLAST
International. MECAPLAST International is a Monegasque corporation which
manufacturers plastic parts for the automobile industry. Mr. Manni is
responsible for that company's operations in Monaco and France.
JAMES E. NEWMEYER
Mr. Newmeyer has been President of Embassy Financial Services, Inc. since 1996,
where he oversees all operations of the mortgage business. He is also
Secretary/Treasurer of the Company. Prior to joining Embassy, Mr. Newmeyer has
been an executive with numerous real estate mortgage companies for over twenty
years, including PHH Mortgage Services, Source One Mortgage Services
Corporation, MHSI/Chemical Residential Mortgage/ CenTrust Mortgage, Amerifirst
Mortgage and Southeast Mortgage Company. Mr. Newmeyer has a Bachelor of Arts
degree from Furman University and a Masters Degree from Florida International
University.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION
The following table sets forth information about the compensation paid or
accrued by the Company to the Company's named executive officers whose aggregate
compensation exceeded $100,000, for the last three completed fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
NAME AND SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
------------------ ---- ------ ----- -------
<S> <C> <C> <C> <C>
Allen C. Harper - Chief 1999 $205,769 --- ---
Executive Officer
1998 $274,682 --- ---
1997 $324,924 --- ---
<PAGE>
Ronald A. Shuffield - 1999 $329,615 --- ---
President, Chief Operating
Officer; 1998 $323,630 --- ---
President of EWM
1997 $373,381 --- ---
James E. Newmeyer - 1999 $183,548 --- ---
Secretary, Treasurer;
President of Embassy 1998 $143,092* --- ---
Financial Services, Inc.
1997 --- --- ---
Thomas E. Byrne, 1999 $217,685
President, EWM
Commercial Sales Division 1998 $111,800**
1997 ---
<FN>
- -------------------
* Beginning April 1, 1998, through December 31, 1998.
** Beginning May 1, 1998 through December 31, 1998.
</FN>
</TABLE>
COMPENSATION OF DIRECTORS
The Company reimburses members of the Board of Directors for their expenses
incurred in connection with their services as directors. In addition, each
director is paid $500 for every directors meeting they attend and $100 for each
committee meeting they attend for directors' committees of which such director
is a member.
COMPENSATION OF OFFICERS - EMPLOYMENT AGREEMENTS
On March 5, 1998, the Company entered into employment agreements with Messrs.
Harper and Shuffield. The agreements memorialize the employment relationship
that have existed since 1984 between the respective individuals and the Company.
The agreements have an initial five year term, with an option for each employee
to extend for an additional five-year period. Mr. Shuffield's agreement provides
for his employment as President of EWM at a base salary of $320,000 per year
with a bonus of up to 7.5% of EWM's pre-tax net income. Mr. Harper's agreement
provides for his employment as Chairman and Chief Executive Officer of EWM at a
base salary of $270,000 per year with a bonus of up to 7.5% of EWM's pre-tax net
income. Each of the employment agreements provide that the base salary shall be
increased at least 10% per year during the term of the agreement. The Company
also pays for disability and life insurance for both Messrs. Harper and
Shuffield and provides each with full medical and health insurance coverage, a
401(K) plan and a monthly automobile allowance. Harper and Shuffield have
elected to waive all unpaid amounts due to them under their respective
Employment Agreements for the years ended December 31, 1998 and December 31,
1999.
<PAGE>
In connection with the purchase of Byrne, EWM also entered into an employment
agreement with Thomas E. Byrne dated as of May 1, 1998. Mr. Byrne's agreement
provides for his employment as President of EWM's Commercial Sales Division at a
base salary of $100,000 plus a commission and bonus incentives based on real
estate closings. In addition, EWM provides Mr. Byrne with full medical and
health insurance coverage, a 401(K) plan and a monthly automobile allowance. The
agreement provides for an initial term of five years.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the securities
ownership of those persons who own more than five (5%) percent of the
registrant's outstanding common stock as of the date hereof, including shares
owned by its executive officers and directors:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNERS NO. OF SHARES CLASS (%)
-------------- ----------------- ------------- ---------
<S> <C> <C> <C>
Common Stock Thomas E. Byrne 421,000 6.22
6150 S.W. 76th Street
South Miami, FL 33143
Common stock James E. Newmeyer 337,500 4.99
1360 S. Dixie Highway
Coral Gables, FL 33146
Common Stock Allen C. Harper & 1,113,501 16.45
Carol Harper, JTWROS
1360 S. Dixie Highway
Coral Gables, FL 33146
Common Stock Ronald A. Shuffield 1,113,501 16.45
1360 S. Dixie Highway
Coral Gables, FL 33146
Common Stock VALORSEC 2,160,001 31.90
M. Thierry Manni
c/o 1360 S. Dixie Highway
Coral Gables, FL 33146
Common Stock Officers and directors, as a group 4,724,503 69.80
(4 persons)
</TABLE>
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to two First Reserve, Inc. Common Stock Purchase Warrants dated August
31, 1998 (collectively, the "Warrants"), the Company granted to VALORSEC
Vermaltungs & Treu-Anstalt, a Swiss company ("VALORSEC"), rights to purchase
Common Stock of the Company. M. Thierry Manni, a director of the Company, is a
director of VALORSEC. The first Warrant grants VALORSEC the right to purchase
500,000 shares of the Common Stock of the Company at the initial exercise price
of $3.50 per share. The second Warrant grants VALORSEC the right to purchase
500,000 shares of the Common Stock of the Company at the initial exercise price
of $3.00 per share. All Warrants may be exercised until August 31, 2004.
Pursuant to a letter agreement, dated as of December 31, 1999, the following
entities and individuals have agreed to provide consulting services to the
Company for a period of 2 years: VALORSEC, Ronald A. Shuffield, Allen C. Harper,
James E. Newmeyer and Trenco. These consulting services include introducing
potential investors to the Company. In return for these services, the Company
will forgive (on a pro rata basis) the following obligations: (i) VALORSEC -
$35,909.57; (ii) Shuffield - $18,511.71; (iii) Harper - $18,511.71; (iv)
Newmeyer - $5,610.80; and (v) Trenco - $1,456.13. These obligations arose from
monies advanced in 1998 by the Company to the above-named entities and
individuals to purchase shares of PFRG, the shell corporation.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST RESERVE, INC.
DATE: APRIL 28, 2000 BY: /s/ Allen C. Harper
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TITLE: Chairman
BY: /s/ Ronald A. Shuffield
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TITLE: Director
BY: /s/ James E. Newmeyer
------------------------------
TITLE: Director
BY:
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TITLE: Director(a)
