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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
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 1-5483
WHITEHALL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 41-0838460
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
POST OFFICE BOX 29709 75229
2659 NOVA DRIVE (Zip Code)
DALLAS, TEXAS
(Address of principal executive offices)
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Registrant's telephone number, including area code: 972-247-8747
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, $0.10 PAR VALUE
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 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 THE FORM 10-K OR ANY AMENDMENT TO THE
FORM 10-K. ___
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT ON MARCH 24, 1998, WAS $83,181,305.
On March 24, 1998, there were issued and outstanding 5,530,000 shares of the
registrant's Common Stock, $0.10 par value, excluding 2,161,312 shares of
treasury stock.
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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.
WHITEHALL CORPORATION
BY /s/ G.F. BAKER
---------------------------------
George F. Baker
Chairman of the Board
Date: April 22, 1998
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following lists the directors of Whitehall Corporation (the
"Company"), their ages, a description of their business experience and positions
held with the Company as of April 20, 1998. Directors of the Company are
elected annually at each Annual Meeting of the Company's stockholders.
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Name and Address Age Principal Occupation and Other Directorships
---------------- --- --------------------------------------------
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George F. Baker . . . . . . . . . . 57 Mr. Baker has been a director of the Company since March
767 Fifth Avenue 1991, and he has served as Chairman of the Board of
New York, NY 10153 Directors and Chief Executive Office since April 1991
and served as president from October 1991 until April
1995. Mr. Baker has been a managing general partner of
Cambridge Capital Fund, L.P., an investment partnership,
since 1988 and, since 1967, a managing general partner
of Baker Nye, L.P., an investment partnership. Mr.
Baker serves as Governor of New York and Presbyterian
Hospital, Trustee of the Wildlife Conservation Society,
Trustee of Quebec-Labrador Foundation, Life Trustee of
St. Paul's School, Member of the Visiting Committee of
the JFK School of Government of Harvard University, and
member of the Committee on University Resources of
Harvard University.
Bruce C. Conway . . . . . . . . . . 46 Mr. Conway has been a director of the Company since October
4508 San Carlos 1990 and he has served as Secretary since April 1991.
Dallas, TX 75205 Mr. Conway has been President of Conway Holdings, Inc.,
an oil and gas investment company, since its formation
in 1991, and a director of Matrix Gas Corp., a natural
gas company, since January 1993. Mr. Conway has been
Vice President and a director of Sibtex China Ltd., a
joint venture partner in a Chinese pump manufacturer,
from December 1994 until July 1997 and a general partner
of Alex Properties, since 1994.
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Arthur H. Hutton . . . . . . . . . 66 Mr. Hutton has been a director of the Company since May
P.O. Box 2851993 1993 and a consultant to Aero Corporation, a wholly-
Hanover, NH 03755 owned subsidiary of the Company, since October 1991.
Mr. Hutton has been Vice Chairman and a director of
World Auxiliary Power Company, an aircraft modification
company, since January 1988 and was Advisor to the
Chairman of Pan American Commercial Services, a
subsidiary of Pan American World Airways, from 1987 to
1988. Mr. Hutton has served as President and Chief
Executive Officer of World Airways, Inc., Senior Vice
President of Pan American World Airways, and General
Manager of British West Indian Airways, each of which is
a commercial airline. Mr. Hutton is also an attorney
and member of the New York and California state bar
associations and, in July 1991, he retired as a Major
General in the United States Air Force Reserve.
John J. McAtee, Jr. . . . . . . . . 65 Mr. McAtee has been a director of the Company since March
Two Greenwich Plaza 1991. Mr. McAtee is Chairman of McAtee & Co., L.L.C., a
Greenwich, CT 06830 financial advisory firm , a director of U.S. Industries,
Inc., a diversified industrial corporation, and Chairman
of the Board of Laser Photonics, Inc., an excimer laser
company developing products principally for medical
applications. From July 1990 to June 1996 Mr. McAtee
served as Vice Chairman of Smith Barney Inc. (now
Salomon Smith Barney). Prior to July 1990, Mr. McAtee
was a senior partner at the law firm of Davis Polk &
Wardwell.
Jack S. Parker . . . . . . . . . . 79 Mr. Parker has been a director of the Company since October
34 Easy Street 1991. Mr. Parker has been a member of the Advisory
Carefree, AZ 85337 Committee of Cambridge Capital Fund, L.P., an investment
partnership, since July 1988. Mr. Parker was the Vice
Chairman and Executive Officer of General Electric
Company from 1968 through 1980 and has served as a
director of General Electric Company, Santa Fe Pacific
Co., TRW, Inc., Pan Am and Pan American World Airways,
BHP-Utah Minerals International and J.G. Bowell Company.
Lewis S. White . . . . . . . . . . 58 Mr. White has been a director of the Company since May
5 Orchard Hill Lane 1991. Since 1988 Mr. White has been President of L.S.
Greenwich, CT 06831 White & Co., a firm engaged in business planning and
corporate finance. Prior to 1988, he held senior
management positions with Paramount Communications Inc.
and Union Carbide Corporation. Mr. White is also a
director of Kitty Hawk, Inc., a company involved in air
cargo and air charter operations.
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John H. Wilson . . . . . . . . . . 55 Mr. Wilson has been a director of the Company since July
1500 Three Lincoln Centre 1983. Mr. Wilson has served as President of the Company
5430 LBJ Freeway since May 1995. Mr. Wilson also served as interim
Dallas, TX 75240 President of the Company from April 1991 until his
resignation in October 1991. Mr. Wilson is a director
of Capital Southwest Corporation, Encore Wire
Corporation, Norwood Promotional Products, Inc. and Palm
Harbor Homes, Inc. and has been the President of U.S.
Equity Corporation, a venture capital firm, since 1983.
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There are no family relations, of first cousin or closer, among the
above named individuals, by blood, marriage or adoption.
During the past five years, none of the above persons have had any
involvement in such legal proceedings as would be material to an evaluation of
his ability or integrity.
Section 16(a) of the Securities Exchange Act of 1934 requires officers
and directors of the Company and persons who own beneficially greater than ten
percent of the Common Stock of the Company ("ten-percent beneficial owners") to
file with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange initial reports of beneficial ownership and reports of changes in
beneficial ownership of Common Stock on Forms 3, 4, and 5. Reporting parties
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) reports.
To the Company's knowledge, all Section 16(a) filing requirements
applicable to its officers, directors, and ten-percent beneficial owners were
complied with in 1997.
ITEM 11. EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION TABLE. The following table sets forth,
for the Company's last three fiscal years, the annual and long-term
compensation of those persons who were, at December 31, 1997, (i) the Chief
Executive Officer of the Company and (ii) all other executive officers whose
salary and bonus for the last fiscal year exceeded $100,000 (the "Named
Officers"):
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Long Term
Compensation
Annual Compensation Awards
---------------------------------- ----------
Securities
Other Annual Underlying
Salary Bonus Compensation Options
Name and Principal Position Year ($) ($) ($) (#)
- ------------------------------------------------ ---- ------ ----- ------------ --------
<S> <C> <C> <C> <C> <C>
George F. Baker (1) . . . . . . . . . . . . . . 1997 -0- -0- -0- -0-
Chairman and CEO 1996 -0- -0- -0- 40,000
1995 -0- -0- -0- -0-
John H. Wilson (2) . . . . . . . . . . . . . . 1997 226,833 -0- 1,740 -0-
President 1996 180,000 -0- 808 40,000
1995 120,000 -0- 560 -0-
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(1) Mr. Baker was appointed as President of the Company on October 16,
1991 and served until April 30, 1995. Mr. Baker did not receive a
salary for service as President.
(2) Mr. Wilson has been serving as President since May 1, 1995.
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(b) OPTION/SAR GRANTS TABLE. No grants of options to purchase
shares of the Company's Common Stock were made to any director of the Company
or Named Officer during the fiscal year ended December 31, 1997.
(c) AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR END OPTION VALUES. The following table sets forth, for the fiscal year
ended December 31, 1997, information concerning the exercise of options by the
Named Officers and the value of unexercised options of the Named Officers:
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Number of Shares of
Common Stock
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares of Common at Fiscal Year End at Fiscal Year End
Stock Acquired on (#) Exercisable/ ($)* Exercisable/
Name Exercise # Value Realized $ Unexercisable Unexercisable
- ----------------------------- ---------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
George F. Baker . . . . . . . -0- -0- 108,000 1,156,250
32,000 -0-
John H. Wilson . . . . . . . -0- -0- 84,000 873,125
56,000 297,500
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* Based upon the closing price reported on the New York Stock Exchange
on December 31, 1997, of $18.00 per share of Common Stock.
(d) COMPENSATION OF DIRECTORS. Directors who are not officers of
the Company or any of its subsidiaries ("Non-Employee Directors") each receive
a quarterly fee of $2,000 for service on the Board of Directors and an
additional $400 for each meeting of the Board of Directors attended plus travel
and other business expenses.
Non-Employee Directors are eligible to participate in the Whitehall
Corporation Non-Employee Directors' Stock Option Plan (the "Plan"). Pursuant
to the Plan, each Non-Employee Director has received a non-discretionary grant
of options to purchase 10,000 shares of Common Stock at an exercise price equal
to the fair market value of the Common Stock as of the date the options were
granted. All such options become exercisable in five equal annual installments
commencing one year after the grant date and expire ten years after the grant
date. No stock options were granted during 1997. In addition, the Plan
provides that the Stock Option Committee may, in its sole discretion, from time
to time grant additional options to Non-Employee Directors in recognition of
the performance of the Company and its subsidiaries, the performance of the
Non-Employee Director, or such other factors as the Committee may determine.
No such discretionary options were granted in fiscal 1997.
(e) COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The members of the Compensation Committee who are also officers of the Company
are Mr. George F. Baker, Chief Executive Officer, John H. Wilson, President and
Bruce C. Conway, Secretary.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF MANAGEMENT. The following table sets
forth information as to the beneficial ownership of the Company's Common Stock
as of March 24, 1998 by (i) each director of the Company, (ii) each Named
Officer and (iii) all directors and executive officers of the Company as a
group. Unless otherwise indicated, the beneficial ownership for each person
consists of sole voting and sole investment power. Shares issuable upon
exercise of all outstanding stock options are deemed to be outstanding for the
purposes of computing the ownership percentages.
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Number of Shares Percentage of Outstanding
Name of Beneficial Owner of Common Stock Shares of Common Stock
- ------------------------------------------------- --------------- ----------------------
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George F. Baker . . . . . . . . . . . . . . . . . 2,009,400 (1) 34.2%
Bruce C. Conway . . . . . . . . . . . . . . . . . 20,000 (2) *
Arthur H. Hutton . . . . . . . . . . . . . . . . 10,000 (3) *
John J. McAtee, Jr. . . . . . . . . . . . . . . . 11,000 (3) *
Jack S. Parker . . . . . . . . . . . . . . . . . 14,000 (3) *
Lewis S. White . . . . . . . . . . . . . . . . . 3,000 (4) *
John H. Wilson . . . . . . . . . . . . . . . . . 105,000 (5) 1.8%
All current directors and executive
officers as a group (9 persons) . . . . . . . 2,172,400 (6) 37.0%
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* Represents less than 1% of the outstanding shares of Common Stock.
(1) Mr. Baker owns no Common Stock directly. However, as a managing
general partner of Cambridge Capital Fund, L.P., and as a managing
general partner of Baker Nye, L.P., he may be deemed to own
beneficially (and the number of shares in the table includes) the
1,314,400 shares of Common Stock owned by Cambridge Capital Fund, L.P.
and the 579,000 shares of Common Stock owned by Baker Nye, L.P. Mr.
Baker is also deemed to own beneficially (and the number of shares in
the table includes) 116,000 shares of Common Stock attributable to
options exercisable within 60 days.
(2) Includes 20,000 shares of Common Stock attributable to options
exercisable within 60 days.
(3) Includes 10,000 shares of Common Stock attributable to options
exercisable within 60 days.
(4) Includes 3,000 shares of Common Stock attributable to options
exercisable within 60 days.
(5) Includes 104,000 shares of Common Stock attributable to options
exercisable within 60 days.
(6) Includes 347,200 shares of Common Stock attributable to options
exercisable within 60 days. Also includes 1,893,400 shares of Common
Stock as to which the powers to vote and dispose are shared with
related parties or family members.
(b) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The
following table sets forth information as to the beneficial ownership of the
Company's Common Stock as of March 24, 1998, unless otherwise indicated, by
each person who is known to the Company to be the beneficial owner of more than
5% of the Company's Common Stock. Unless otherwise indicated, the beneficial
ownership for each person consists of sole voting and sole investment power.
Shares issuable upon exercise of all outstanding stock options are deemed to be
outstanding for the purposes of computing the ownership percentages.
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Name and Address Number of Shares Percentage of Outstanding
of Beneficial Owner of Common Stock Shares of Common Stock
- ----------------------------------------------- --------------- ----------------------
<S> <C> <C>
Cambridge Capital Fund, L.P. . . . . . . . . . 1,314,400 22.4%
767 Fifth Avenue
New York, NY 10153
Baker Nye, L.P. . . . . . . . . . . . . . . . . 579,000(2) 10.0%
767 Fifth Avenue
New York, NY 10153
</TABLE>
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Lee D. Webster . . . . . . . . . . . . . . . . 530,004(3) 9.0%
4931 Thunder Road
Dallas, TX 75244
Dimensional Fund Advisors Inc. . . . . . . . . 341,600(4) 5.8%
1299 Ocean Avenue
Santa Monica, CA 90401
Kennedy Capital Management, Inc. . . . . . . . 328,150(5) 5.6%
10829 Olive Blvd.
St. Louis, MO 63141
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(1) George F. Baker, the Company's Chairman of the Board and Chief
Executive Officer, is a managing general partner of Cambridge Capital
Fund, L.P. ("Cambridge") and may be deemed to beneficially own the
1,314,400 shares of the Company's Common Stock indicated in the table
as owned by Cambridge.
(2) George F. Baker, the Company's Chairman of the Board and Chief
Executive Officer, is a managing general partner of Baker Nye, L.P.
and may be deemed to beneficially own the 579,000 shares of the
Company's Common Stock indicated in the table as owned by Baker Nye,
L.P.
(3) The number of shares in the table is based solely upon information
provided by Mr. Webster to the Company in February 1997. Includes
136,876 shares reported by Mr. Webster to be owned by trusts for the
benefit of his children, for which he serves as sole trustee and with
respect to which he disclaims beneficial ownership.
(4) The number in the table is based solely on a Schedule 13G filed by
Dimensional Fund Advisors, Inc., a registered investment advisor
("Dimensional"), regarding Dimensional's beneficial ownership of the
Company's Common Stock at December 31, 1997.
(3) The number of shares in the table is based solely upon a Schedule 13G,
dated February 10, 1998, filed by Kennedy Capital Management, Inc..
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) INDEBTEDNESS OF MANAGEMENT. During December 1997, pursuant to
demand promissory notes executed between 1986 and 1990, two former Vice
Presidents of the Company were indebted to the Company in the amounts of
approximately $213,000 and $150,000, respectively. As of December 31, 1997,
such notes were no longer outstanding.
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