<PAGE> 1
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 July 31, 1996
Commission File Number 1-683
AM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-0054940
(State of Incorporation) (I.R.S. Employer Identification No.)
431 LAKEVIEW COURT
MT. PROSPECT, ILLINOIS 60056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 375-1700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
--------------------- ------------------------
Common Stock, $0.01 par value American 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
---- ----
<PAGE> 2
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 ]
The aggregate market value of voting stock held by
nonaffiliates of the Registrant as of October 28, 1996:
Common Stock, $0.01 par value: $12,431,950
Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes X No_____
Indicate the number of shares outstanding of the
Registrant's classes of common stock as of October 28, 1996:
7,008,421 shares of Registrant's common stock, par value
$0.01 per share were outstanding as of October 28, 1996.
<PAGE> 3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT
ROBERT E. ANDERSON, III, 61
Director of the Company since January 26, 1995. Mr. Anderson is Executive
Vice President, Planning and Development at Owens & Minor, Inc., a
Virginia-based wholesale distributor of medical/surgical supplies and related
products. He has held that position since 1994. Prior thereto, Mr. Anderson
held a number of senior management positions at Owens & Minor, Inc., after
their acquisition of Powers & Anderson in 1967. Mr. Anderson is a director of
Mayer Electric Supply Company, a wholesale distributor of supplies, and a
former director of the Savin Company, a distributor of copier machines.
JEFFREY D. BENJAMIN, 35
Director of the Company since October 13, 1993. Since May 1996, Mr.
Benjamin has been a Managing Director at UBS Securities LLC, a securities
investment firm. From January 1996 to May 1996, Mr. Benjamin was a Managing
Director at Bankers Trust Company, a financial services company. From 1992 to
January 1996, Mr. Benjamin was an officer of Apollo Capital Management, Inc.
and Lion Capital Management, Inc., which respectively act as general partners
of Apollo Advisors, L.P. and Lion Advisors, L.P. Mr. Benjamin is a limited
partner of Apollo Advisors, L.P., which acts as managing general partner of
Apollo Investment Fund, L.P. and AIF II, L.P., securities investment funds, and
a limited partner of Lion Advisors, L.P., which acts as financial advisor to
and representative for Altus Finance and certain other institutional investors
with respect to securities investments. From 1985 to 1992, Mr. Benjamin was a
Vice President at Salomon Brothers Inc, an investment banking firm. Mr.
Benjamin is a director of Empire Kosher Poultry, Inc.
JEROME D. BRADY, 52
Director, Chairman of the Board, Chief Executive Officer and President of
the Company since September 19, 1994. Mr. Brady was Vice President at FMC
Corporation, a producer of chemicals and machinery, and General Manager of its
Food Machinery Group from October 1992 until he joined the Company. From 1978
to 1992, Mr. Brady held a number of senior management positions with Harsco
Corporation, a diversified industrial manufacturing and service company, most
recently as Senior Vice President of Operations in charge of the Industrial
Services and Building Products Group.
ROBERT N. DANGREMOND, 53
Director of the Company since February 8, 1993. Since August 1995 Mr.
Dangremond has acted as interim Chief Executive Officer and President of
Forstmann & Company, Inc., a producer of clothing fabrics. From February 1993
to September 1994, Mr. Dangremond acted as interim Chairman of the Board, Chief
Executive Officer, and President of the Company. Since September 1989 Mr.
Dangremond has been a Principal with Jay Alix & Associates, a consulting firm
specializing in the restructuring of major corporations. From 1982 to 1989 he
was the CFO and Treasurer of Leach & Garner Company, a diversified
manufacturing and trading company. Prior thereto, he served as a Vice
President and Manager for Chase Manhattan Bank and a Sales and Marketing
Manager for Scott Paper Company. Mr. Dangremond is also a director of Standard
Brands Paint Company, Envirodyne Industries, Inc. and Forstmann & Company, Inc.
<PAGE> 4
WILLIAM E. HOGAN II, 54
Director of the Company since September 23, 1994. Mr. Hogan is President
and CEO of Telcom Systems Services, Inc., a company that markets, sells,
designs and installs telecommunications systems, and since 1993 Mr. Hogan has
been Chairman and CEO of The Hogan Company, which specializes in the creation
and building of technology companies. From 1991 to 1993, Mr. Hogan was Vice
President, Corporate Operations and Quality for Medtronic, Inc., a manufacturer
of implantable medical devices, and from 1984 to 1991, Mr. Hogan held various
management positions at Honeywell, Inc., a manufacturer and marketer of control
systems.
JEFF M. MOORE, 37
Director of the Company since February 14, 1996. Mr. Moore has been a
limited partner of Apollo Advisors, L.P. and Lion Advisors, L.P., which
respectively act as managing general partner of Apollo Investment Fund, L.P.
and AIF II, L.P., securities investment funds, and as financial advisor to and
representative for certain institutional investors with respect to securities
investments since 1992. From 1990 until joining Apollo, Mr. Moore was Vice
President - Investment Management at First Executive Corporation where he was
responsible for the management of a diversified fixed income portfolio. Prior
to 1990, Mr. Moore was a Certified Public Accountant at Deloitte and Touche
where he specialized in financial instruments and credit analysis.
Each director will hold his office until the next annual meeting of
stockholders and until his successor is elected and qualified. To the
Company's knowledge, no director or executive officer has been involved in any
legal proceedings at any time during the last five years material to an
evaluation of his ability or integrity.
For information regarding Executive Officers of the Registrant, see Item
4(A) of this Report (filed with the Securities and Exchange Commission on
October 29, 1996, File No. 1-683) which is incorporated herein by reference.
-2-
<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
(a) Summary Compensation Table
The following table reflects information with respect to the annual
compensation for services in all capacities to the Company for the fiscal years
ended July 31, 1996, July 31, 1995, and July 31, 1994, of those persons who
were during the fiscal year ended July 31, 1996, (i) the Chief Executive
Officer and (ii) the other four most highly compensated executive officers of
the Company (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------- -------------------
Securities
Other Underlying
Name and Annual Stock Options/ All Other
Principal Position(1) Year Salary Bonus Comp(2) SARs Comp(3)
- --------------------------- ---- ------------------- ------- ------- ------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Jerome D. Brady 1996 $350,000 $0 $33,916 0 $14,507
President and Chief 1995 297,500 421,250 12,373 140,000 8,226
Executive Officer 1994 N/A N/A N/A N/A N/A
Thomas D. Rooney 1996 199,500 0 29,949 0 10,095
Vice President and Chief 1995 190,000 65,132 27,560 0 280,121
Financial Officer 1994 185,859 231,443 30,455 50,000 13,752
David A. Roberts 1996 225,000 0 19,150 0 10,440
President - AM 1995 108,173 60,000 69,995 60,000 4,573
Multigraphics and 1994 N/A N/A N/A N/A N/A
Vice President (Company)
Ulrik T. Nygaard 1996 190,000 0 3,304 0 7,621
President-Sheridan 1995 148,980 57,062 853 20,000 31,010
Systems and Vice President 1994 148,980 124,171 108,312 0 11,072
(Company)
Steven R. Andrews 1996 183,750 0 22,223 0 8,423
Vice President, General 1995 175,000 59,990 106,564 0 4,308
Counsel and Secretary 1994 N/A N/A N/A 35,000 N/A
</TABLE>
(1) The titles shown are the capacities in which each executive officer
served at the end of fiscal 1996. On September 19, 1994 the Company hired
Jerome D. Brady as Chairman, President and Chief Executive Officer; on
January 30, 1995 the Company hired David A. Roberts; and on June 27, 1994
the Company hired Steven R. Andrews. On August 27, 1996, Mr. Nygaard
ceased to be an officer and employee of the Company as a result of the
sale of the Company's Sheridan Systems division. On September 13, 1996,
Mr. Roberts resigned as an officer of the Company. Mr. Rooney has
succeeded Mr. Roberts as the President of AM Multigraphics.
(2) The amounts include taxes reimbursed during the fiscal year of $19,531 to
Mr. Brady, $16,344 to Mr. Rooney, $7,693 to Mr. Roberts and $9,768 to Mr.
Andrews. During fiscal year 1995, the Company paid relocation expenses of
$91,640 for Mr. Andrews and 65,383 for Mr. Roberts. During fiscal year
1994, the Company paid relocation expenses of $107,815 for Mr. Nygaard.
Also included are amounts attributable to executive medical plan expenses,
disability insurance and car allowances.
(3) The amounts in this column for fiscal 1996 include (i) premiums paid by
the Company for executive life insurance of $6,684 for Mr. Brady, $4,077
for Mr. Rooney, $3,806 for Mr. Roberts, $754 for Mr. Nygaard and $2,504
for Mr. Andrews and (ii) matching contributions under the Company's 401(k)
plans of $7,823 for Mr. Brady, $6,018 for Mr. Rooney, $6,634 for Mr.
Roberts, $6,867 for Mr. Nygaard and $5,920 for Mr. Andrews.
-3-
<PAGE> 6
(b) Option/SAR Grants
No stock options or SARs were awarded to the Named Executive Officers
during fiscal year 1996.
(c) Option Values
The following table shows the number and value of unexercised stock
options held by the Named Executive Officers as of July 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Securities Underlying In-the-Money
Options Options
Shares At Fiscal Year-End(a) At Fiscal Year-End(a)(b)
Acquired on Value ----------------------------------------------------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) (#) (#)
- ------------ -------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
J.D. Brady 0 $0 70,000 70,000 $0 $0
T.D. Rooney 0 0 30,000 20,000 0 0
D.A. Roberts 0 0 30,000 30,000 0 0
U.T. Nygaard 0 0 6,200 13,800 0 0
S.R. Andrews 0 0 14,000 21,000 0 0
</TABLE>
- -------------
(a) No SARs were outstanding as of July 31, 1996.
(b) Based on the closing market price of the Common Stock of $1.875 on July
31, 1996. As of July 31, 1996 all the outstanding options held by
executive officers of the Company were out-of-the money.
(d) Employment and Other Agreements
The Company has entered into an employment agreement with Mr. Brady,
effective as of September 19, 1994. The agreement with Mr. Brady provides that
he will serve as Chairman, President and Chief Executive Officer of the Company
until September 19, 1996, at which time the employment term will be
automatically extended for successive one-year periods unless either party
notifies the other that the term will not be extended at least one year prior
to the termination date. The agreement is currently in a renewal period. The
agreement provides that Mr. Brady will receive compensation in the form of (a)
a minimum annual base salary of $350,000 and (b) incentive compensation in
amounts determined in accordance with the Company's Executive Incentive
Compensation Plan (provided that Mr. Brady's incentive compensation was not
less than $200,000 for the Company's fiscal year ended July 31, 1995).
Pursuant to the agreement and the Company's 1994 Long Term Incentive Plan, Mr.
Brady has received (a) non-qualified stock options to purchase 140,000 shares
of Common Stock (vesting generally 25% on each of the first four anniversaries
of the date of grant) at an exercise price equal to the fair market value on
the date of grant (i.e., $12.125 per share) and (b) a bonus stock award for
10,000 shares of Common Stock. The employment agreement also provides that Mr.
Brady is entitled to participate in all employee benefit plans and to receive
all fringe benefits as are from time to time made generally available to senior
management of the Company. Mr. Brady also received a $100,000 execution bonus.
-4-
<PAGE> 7
The Company may terminate Mr. Brady's employment in the event of Mr.
Brady's incapacity or serious misconduct (as those terms are defined in the
employment agreement) or as a result of a substantial failure or inability by
Mr. Brady to perform his duties (after a cure period) or the breach of certain
noncompetition or confidentiality obligations set forth in the employment
agreement. The Company may also terminate the employment agreement at any
time, provided that in such case or in the event the Company delivers notice of
its determination not to extend the term of the agreement, Mr. Brady will be
entitled to receive a severance benefit of 24 months of his base salary then in
effect (in addition to other benefits generally available to senior management
employed by the company), such 24 month period to be reduced (but not by more
than 12 months) by the number of months Mr. Brady is employed pursuant to the
employment agreement beyond September 19, 1996. The severance benefits provided
for in Mr. Brady's employment agreement will not be payable in the event of a
pay-out under Mr. Brady's Change-in-Control Agreement described below. The
agreement also contains certain non-competition and confidentiality
obligations of Mr. Brady.
Change-In-Control Agreements
In July 1995 the Board authorized the Company to enter into agreements
with each of Jerome D. Brady, President and Chief Executive Officer, Thomas D.
Rooney, Vice President and Chief Financial Officer, and Steven R. Andrews,
Vice President, General Counsel and Secretary, to secure their continued
service in the event of any "Change-in-Control (collectively, the
"Change-in-Control Agreements"). The Change-in-Control Agreements provide, in
the event of a "Change-in-Control," that such officers will receive a
"Retention Bonus" ($800,000 for Mr. Brady, $250,000 for Mr. Rooney and $200,000
for Mr. Andrews). Under the Change-in-Control Agreements, a
"Change-in-Control" occurred on August 27, 1996 when the sale of substantially
all of the Company's Sheridan Systems assets was consummated. Accordingly, the
Retention Bonus will be paid in accordance with the provisions of an escrow
agreement on the earliest to occur of (1) the date of the consummation of the
merger (the "Merger") contemplated by the Merger Purchase Agreement dated as of
October 29, 1996 with a corporation newly formed by affiliates of Pacholder
Associates, Inc. (if the officer is employed by the Company on such date), (2)
February 27, 1997 (if the officer is employed by the Company on such date), and
(3) the date on which the officer's employment by the Company terminates by
reason of a "Qualifying Termination" or his death or disability. A "Qualifying
Termination" means a termination by the Company for a reason other than "cause"
or by the officer for "good reason" each as defined in the agreements. A
"Qualifying Termination" also includes a termination of employment by the
officer for any reason whatsoever during the 30-day period commencing on August
27, 1997. The definition of "good reason" provides that in the event a
Change-in-Control which results from the sale of Sheridan Systems, "good
reason" shall be deemed to exist on or after the date on which the Retention
Bonus becomes payable to the officer. In addition, if after a
Change-in-Control there is a Qualifying Termination, the officer will receive a
lump sum cash amount equal to two times the officer's highest rate of annual
base salary in effect at any time after the date of the execution of the
Change- in-Control Agreement (which amount is reduced over time following the
Change-in-Control), together with a pro rata portion of bonus for the year and
payments of certain accrued benefits. Such lump sum cash payments as of
November 1, 1996 are currently estimated to be $700,000 for Mr. Brady, $399,000
for Mr. Rooney and $397,000 for Mr. Andrews. Pursuant to a Change-in-Control
Agreement with Ulrik T. Nygaard, the Company has paid $100,000 to Mr. Nygaard
in full satisfaction of the Company's obligations under such agreement.
On October 29, 1996, the Company entered into a letter agreement with Mr.
Rooney and executed acknowledgment letters in favor of Messrs. Brady and
Andrews. The letters from the Company to Messrs. Brady and Andrews advised
them that their employment would be terminated as of the closing of the Merger
(the "Closing") and acknowledged that such termination of employment would be
treated as a Qualifying Termination under their Change-in-Control Agreements.
The letter agreement between the Company and Mr. Rooney effects a satisfaction
and discharge of the parties' respective obligations under Mr. Rooney's
Change-in-Control Agreement. Under the terms of Mr. Rooney's letter agreement,
Mr. Rooney will receive the cash payments from the Company he otherwise would
have received had there been a Qualifying Termination at the Closing.
-5-
<PAGE> 8
Other Agreements
Certain executive officers of the Company have entered into agreements
regarding supplemental retirement benefits ("SRP"). These agreements generally
provide, subject to certain exceptions, that upon normal retirement at age 65,
such persons are entitled to receive a fixed monthly cash payment for life of 3
1/3% of their final average monthly compensation times their years of service
(up to a maximum of 15 years), provided, however, that such supplemental
benefits be reduced by the actuarial value of all other retirement benefits
payable to such person from all the Company's other sponsored retirement
programs. The estimated annual benefits payable upon retirement at normal
retirement age for each of the Named Executive Officers entitled to receive
these benefits are $429,066 for Mr. Brady, $241,410 for Mr. Rooney and
$157,974 for Mr. Andrews. All of the foregoing supplemental benefits are
unfunded and as of July 31, 1996, the Company has reserved approximately
$1,272,699 with respect to such benefits which have accrued. In the event of
the closing of the Merger, in lieu of the foregoing, there will be lump-sum
payments in the amount of $252,322 for Mr. Brady, $727,119 for Mr. Rooney and
$76,266 for Mr. Andrews.
DIRECTOR COMPENSATION
Directors are reimbursed for travel and expenses related to attendance at
meetings of the Board of Directors or Board committees. Directors who are
non-employees of the Company receive a quarterly retainer of $5,000 and a
meeting fee of $750 for attendance in other than regular meetings in person or
by telephone. Directors who are officers of the Company receive no additional
compensation for their services as directors.
On August 27, 1987 the Board of Directors approved a retirement plan for
outside directors with a minimum of five years of service. Under the plan,
eligible directors commence receiving benefits upon the later of attainment of
age 65 and the actual date of retirement. The benefit payable under the plan
is 75% of the annual retainer in effect at the time of retirement, payable in
equal annual installments. The number of annual installments is equal to the
number of years of service, with payments made on the August 1st following the
director's retirement. In 1988, the retirement plan was amended to provide
that all outside directors become eligible immediately upon a change in control
of the Company. The plan also provides for mandatory retirement upon
attainment of age 70, except for all persons over the age of 65 serving as
directors at the time of adoption of the plan. Upon the effective date of the
Company's Plan of Reorganization, the retirement plan for outside directors was
assumed as an executory contract and in August, 1995 the second installment of
payments was paid to five directors in the aggregate amount of $79,500. Annual
payments are expected to continue to certain directors through the year 2009.
Pursuant to the terms of the Company's 1994 Long Term Incentive Plan,
non-employee directors are automatically granted, on the date of each annual
meeting of stockholders, non-qualified options to purchase 1,000 shares of
Common Stock at an option exercise price per share equal to the fair market
value of a share of Common Stock on the date of grant. Such options are
exercisable in part or in full on the date of grant and expire ten years after
the date of grant. If a non-employee director ceases to be a director of the
Company for any reason, each option held by such holder is exercisable for a
period of three months after the date of such holder's ceasing to be a director
or until the expiration of the term of such option, whichever is shorter.
The Company is not aware of any family relationship between any director
or person nominated or chosen by the Board to become a director or an executive
officer of the Company, its subsidiaries or its affiliates.
-6-
<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
At November 1, 1996 to the Company's knowledge based on statements filed
with the Securities and Exchange Commission pursuant to Sections 13(d) and
13(g) of the Securities Exchange Act of 1934 (the "Exchange Act") or upon
information furnished in writing to the Company by the persons or entities
involved, the following were the only persons, entities or groups owning
beneficially 5% or more of the outstanding Common Stock of the Company:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
----------------------------------- ----------------- ----------
<S> <C> <C>
Lion Advisors, L.P.(3) 1,875,000 26.8%
Two Manhattanville Road
Purchase, NY
AIF II, L.P.(3) 600,412 8.6%
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, NY
BEA Associates 1,290,117 18.4%(4)
153 East 53rd Street
One Citicorp Center
New York, New York 10022
State of Wisconsin Investment Board 669,100 9.6%
P. O. Box 7842
Madison, Wisconsin 53707
Fidelity Bankers Life Insurance Company 645,058 9.2%
1011 Boulder Springs Drive
Richmond, Virginia 2225
Hellmold Associates, Inc. 624,754 8.9%
640 Fifth Avenue
13th Floor
New York, New York 10019
Trust Company of the West 400,584 5.7%
865 South Figueroa
Los Angeles, California 90017
</TABLE>
- ----------------------------
(1) Unless otherwise indicated in a note to the table, to the Company's
knowledge, ownership includes sole voting power and sole investment power.
(2) Based on 7,010,000 shares of Common Stock outstanding, including treasury
shares, as of November 1, 1996 plus shares deemed outstanding pursuant to
Rule 13d-3(d)(1) of the Exchange Act.
(3) The shares shown for Lion Advisors, L.P. are beneficially held for the
benefit of an account under management. Lion Advisors, L.P. is an
affiliate of Apollo Advisors, L.P., the managing general partner of AIF
II, L.P. Mr. Moore, a director of the Company, is an officer of the
general partner of each of (i) Lion Advisors, L.P. and (ii) Apollo
Advisors, L.P., the managing general partner of AIF II, L.P. and may be
deemed to beneficially own these shares. Mr. Moore disclaims beneficial
ownership of all of such shares. See "Security Ownership of Directors and
Executive Officers."
(4) Shares held by BEA Associates for Executive Life Insurance Company of New
York. Executive Life Insurance Company has sole voting power and sole
investment power for these shares.
-7-
<PAGE> 10
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the number of shares
of Common Stock that are beneficially owned, directly or indirectly, as of
November 1, 1996, by each director, by certain executive officers and by all
directors and all executive officers (including the Named Executive Officers)
as a group.
Unless otherwise indicated in a note to the table, to the Company's
knowledge, ownership includes sole voting power and sole investment power.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF TOTAL
OWNER(1) POSITION BENEFICIAL OWNERSHIP (2) OUTSTANDING SHARES
- ----------------------------------------------- ------------------------ -------------------
<S> <C> <C> <C>
Jerome D. Brady Chairman, 81,000 1.2%
President and CEO
Robert E. Anderson, III Director 1,917 *
Jeffrey D. Benjamin(3) Director 2,000 *
Robert N. Dangremond Director 2,300 *
William E. Hogan Director 2,000 *
Jeff M. Moore(3) Director 2,476,412 35.4%
Steven R. Andrews Vice President and 14,500 *
Secretary
Thomas D. Rooney Vice President and 30,500 *
CFO
All directors and executive
officers as a group
(9 persons)(2)(3) 2,610,629 37.2%
</TABLE>
- ------------------------
*Less than one percent
(1) Two of the Named Executive Officers have ceased to be employed by the
Company and are not included in this chart. On August 27, 1996, Mr.
Nygaard became an officer and employee of Heidelberg Finishing Systems,
Inc. in connection with the sale of the Company's Sheridan Systems
division. On September 13, 1996, Mr. Roberts resigned as an officer of
the Company. Mr. Rooney has succeeded Mr. Roberts as the President
of AM Multigraphics.
(2) Amounts include shares acquirable within 60 days of November 1, 1996
pursuant to the exercise of currently outstanding stock options granted
pursuant to the Company's 1994 Long-Term Incentive Plan as follows: Mr.
Andrews, 14,000 shares, Mr. Brady, 70,000 shares, Mr. Rooney, 30,000
shares, Mr. Anderson 1,917 shares, Mr. Moore, 1,000 shares, and 2,000
shares each for the remaining non-employee directors.
(3) Includes shares beneficially owned by Lion Advisors, L.P. and AIF II,
L.P. Mr. Moore is an officer of the general partner of each of (i) Lion
Advisors, L.P. and (ii) Apollo Advisors, L.P., the managing general
partner of AIF II, L.P. Mr. Moore disclaims beneficial ownership of the
indicated shares. Mr. Benjamin is a limited partner of each of Lion
Advisors, L.P., Apollo Advisors, L.P. and AIF II, L.P.
-8-
<PAGE> 11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 29, 1996 the Company entered into a definitive Merger Purchase
Agreement with a corporation ("Buyer") newly formed by affiliates of Pacholder
Associates, Inc., a Cincinnati-based provider of investment management,
financial advisory and investment banking services to institutional clients.
This agreement provides for the merger of a subsidiary of Buyer with and into
the Company pursuant to which the current shareholders of the Company will
receive $5.00 per common share and the Company will become a wholly-owned
subsidiary of Buyer. The transaction is conditioned upon a number of conditions
including approval by a majority of the shareholders of the Company at a
meeting tentatively scheduled for January, 1997. It is currently contemplated
that Mr. Rooney will acquire approximately 20% of the issued and outstanding
shares of common stock of Buyer for consideration to be agreed upon by Buyer
and Mr. Rooney.
-9-
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this amendment to report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 26, 1996 AM INTERNATIONAL, INC.
(REGISTRANT)
By /S/ Thomas D. Rooney
-----------------------------
Thomas D. Rooney
President, Multigraphics,
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amendment to report has been signed on November 26, 1996 by the following
persons on behalf of the Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* CHAIRMAN, CHIEF EXECUTIVE OFFICER
- ---------------------------------- AND PRESIDENT
JEROME D. BRADY
/S/ THOMAS D. ROONEY PRESIDENT, MULTIGRAPHICS, VICE PRESIDENT AND
- ---------------------------------- CHIEF FINANCIAL OFFICER (PRINCIPAL ACCOUNTING &
THOMAS D. ROONEY FINANCIAL OFFICER)
* DIRECTOR
- ----------------------------------
ROBERT E. ANDERSON, III
* DIRECTOR
- ----------------------------------
JEFFREY D. BENJAMIN
* DIRECTOR
- ----------------------------------
ROBERT N. DANGREMOND
* DIRECTOR
- ----------------------------------
WILLIAM E. HOGAN II
* DIRECTOR
- ----------------------------------
JEFF M. MOORE
*/S/THOMAS D. ROONEY
- ----------------------------------
THOMAS D. ROONEY
ATTORNEY-IN-FACT
</TABLE>
12
