FORM 10-K/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended October 28, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6072
LATSHAW ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 44-0427150
(State of incorporation) (I.R.S. Employer Identification No.)
2533 South West Street
Wichita, Kansas 67217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 942-7266
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2.00 par value per share
(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-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 [ ].
The aggregate market value of the voting stock held by non-
affiliates of the registrant (persons other than directors, officers
and beneficial owners of more than 5% of the outstanding stock) as
of December 31, 1995, computed by reference to the mean of the
closing bid and asked prices on January 2, 1996 as quoted by Mesirow
Capital, Inc., Chicago, Illinois was $821,873. The non-inclusion of
shares held by directors, officers and beneficial owners of more
than 5% of the outstanding stock shall not be deemed to constitute
an admission that such persons are affiliates of the registrant
within the meaning of the Securities Exchange Act of 1934.
The number of outstanding shares of the registrant's common
stock as of December 31, 1995 was 500,324 shares.
<PAGE>
PART III
Item 10 - Directors and Executive Officers of the Registrant.
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares of Shares of
A Common Stock Common Stock
Director Beneficially Beneficially
of the Owned Owned
Principal Company February 10, February 10,
Name Age Occupation(1) Since 1996(2)(3) 1996
DIRECTORS WHOSE TERMS EXPIRE IN 1996
<S> <C> <S> <C> <C> <C>
Michael E. Bukaty 59 President and 1984 23,420(5) 4.5%
(Class C) Chief Operating
Officer of
the Company and
President and
Chief Executive
Officer of
Wescon Products
Company, a
wholly-owned
subsidiary of
the Company.(4)
John Latshaw 74 Chairman of the 1987 664,315(7) 69.0%
(Class C) Board of Directors,
Managing Director
and Chief
Executive Officer
of the Company,
and Chairman of
the Board of
Directors of Wescon
Products Company,
a wholly-owned
subsidiary of
the Company.(6)
DIRECTORS WHOSE TERMS EXPIRE IN 1997
James C. Gale 46 Managing Director 1987 2,700(9) (*)
(Class A) of Gruntal & Co.,
Inc., New York,
investment
bankers.(8)
Elizabeth A. 36 Self-Employed/ 1988 10 (*)
Reid-Scott Private
(Class A) Investor.(10)
L. Chandler Smith 76 Director of 1967 100 (*)
(Class A) Corporate
Development of
the Company.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Constance H. 39 Private 1989 100 (*)
Latshaw Investor.(11)
(Class B)
David M. Pangrac 53 Consultant 1989 10 (*)
(Class B) employed by
Pangrac &
Associates
Consultants, Inc.,
network and
communications
consultants.(12)
</TABLE>
(*)Denotes beneficial ownership of less than 1% of outstanding
common stock.
(1) Unless otherwise indicated, each of the directors has had the
same principal occupation during the last five years.
(2) Unless otherwise indicated, each director has sole voting and
investment power with respect to the shares listed.
(3) Shares owned by the Latshaw Enterprises, Inc. Employee Stock
Ownership Plan and Trust, which is administered by the ESOT
Administrative Committee of the Board of Directors of the
Company, are not included in the shares owned by individual
directors, except for shares allocated to the accounts of
individual directors which may be voted by such directors under
the terms of the Trust. See footnote (8) under Item 12
hereof.
(4) Mr. Bukaty has also served as President of Coast Wire & Plastic
Tech, Inc., a wholly-owned subsidiary of the Company and a
cable and wire manufacturer, since December 1993, and as
President of I.H. Molding, Inc., a wholly-owned subsidiary of
Wescon Products Company and a manufacturer of plastic products,
since September 1995.
(5) Includes 12,400 shares which Mr. Bukaty has the present right
to acquire upon conversion of Variable Interest Rate
Convertible Subordinated Debentures due November 8, 2022 owned
by him, 6,000 shares which Mr. Bukaty has the present right to
acquire under the 1987 Employee Stock Benefit Plan and 1,760
shares allocated to Mr. Bukaty's account in the Company's
Employee Stock Ownership Plan and Trust which Mr. Bukaty has
the right to vote.
(6) Mr. Latshaw has also served as Chairman of the Board of Helton,
Inc., an 80% owned subsidiary of the Company and a manufacturer
of plastic products, since August 1993, as Chairman of the
Board and Chief Executive Officer of Coast Wire & Plastic Tech,
Inc., a wholly-owned subsidiary of the Company and a cable and
wire manufacturer, since December 1993, and as Chairman of the
Board and Chief Executive Officer of I.H. Molding, Inc., a
wholly-owned subsidiary of Wescon Products Company and a
manufacturer of plastic products, since September 1995. Mr.
Latshaw served as Chairman of the Board of Directors of Latshaw
Garden & Leisure, Inc., a subsidiary of the Company and
formerly a distributor of consumer products and garden tools,
from July 1989 until it liquidated its inventory in 1992. Mr.
Latshaw is the father of Constance H. Latshaw and Elizabeth A.
Reid-Scott, directors of the Company.
(7) Includes 278,000 shares which Mr. Latshaw has the present right
to acquire upon conversion of Variable Interest Rate
Convertible Subordinated Debentures due November 8, 2022 owned
by him, 6,000 shares which Mr. Latshaw has the present right to
acquire pursuant to the 1987 Employee Stock Benefit Plan, 1,848
shares allocated to Mr. Latshaw's account in the Company's
Employee Stock Ownership Plan and Trust which Mr. Latshaw has
the right to vote and 266,000 shares owned by Con-Lib Holding
Company. See footnote (7) under Item 12 hereof.
(8) From 1989 until 1992, Mr. Gale also served as Managing Director
of Maiden Lane Associates, Ltd., merchant bankers, New York,
New York. Mr. Gale also serves as a director of Adage, Inc.
and Prins Recycling Corp.
(9) Includes 2,500 shares which are held by a trust for Mr. Gale's
daughter. As trustee, Mr. Gale has sole voting power with
respect to such shares.
(10) Ms. Reid-Scott has been self-employed as a motion picture
screenwriter and private investor during the past five years,
except during the period from July, 1989 until February, 1991,
when she served as Vice President of Product Development of
Latshaw Garden & Leisure, Inc. Ms. Reid-Scott is the sister of
Constance H. Latshaw and the daughter of John Latshaw.
(11) Constance H. Latshaw has been self-employed as a private
investor during the past five years, and is the sister of
Elizabeth A. Reid-Scott and the daughter of John Latshaw.
(12) Mr. Pangrac was employed by TimeWarner Cable, a cable
television provider, as Vice President of Engineering from 1992
to 1994 and as Director of Engineering from 1990 to 1992.
TimeWarner Cable was formerly known as American Television and
Communications Corp.
During the 1995 fiscal year, Michael E. Bukaty, an executive officer
and director of the Company, filed late one Form 4 reporting a single
transaction.
<PAGE>
Item 11 - Executive Compensation.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information
concerning compensation paid or accrued by the Company to or on
behalf of (i) the Company's Chief Executive Officer and (ii) each
executive officer of the Company during the fiscal year ended
October 28, 1995 who received compensation in excess of $100,000 for
services rendered in all capacities to the Company and its
subsidiaries during the fiscal year.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
Name and Fiscal
Principal Position Year No. of Shares
Underlying All
Stock Options Other
Salary Bonus Granted Compensation
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
John Latshaw 1995 $174,000 $66,864 0 $5,280(1)
Chairman of the 1994 166,000 56,000 0 5,824
Board, Managing 1993 165,250 50,000 10,000 6,328
Director and Chief
Executive Officer
Michael E. Bukaty 1995 $174,000 $66,864 0 $5,214(1)
President and 1994 166,000 56,000 0 6,098
Chief Operating 1993 155,250 50,000 10,000 5,598
Officer
David G. Carr 1995 $100,860 $30,084 0 $3,934(1)
Senior Vice Presi- 1994 92,500 24,000 0 3,699
dent and Chief 1993 88,000 21,000 5,000 3,203
Financial Officer
</TABLE>
(1) The amounts shown consist of (i) Company contributions under the
Company's Employee Stock Ownership Plan and Trust allocated during fiscal
year 1995 to Mr. Latshaw's account in the amount of 255 shares of common
stock valued at $1,530, to Mr. Bukaty's account in the amount of 244
shares valued at $1,464 and to Mr. Carr's account in the amount of 132
shares valued at $792 and (ii) 50% matching contributions by the Company
during fiscal year 1995 under the Company's 401(k) salary reduction plan
in the amount of $3,750 to the account of Mr. Latshaw, $3,750 to the
account of Mr. Bukaty and $3,142 to the account of Mr. Carr under the
Plan.
<PAGE>
AGGREGATE OPTION EXERCISES AND
FISCAL YEAR-END OPTION VALUE TABLE
The following table shows the number and value of shares of Common Stock
represented by outstanding stock options held by each of the named
executive officers as of October 28, 1995. No options were exercised
during the 1995 fiscal year.
<TABLE>
<CAPTION>
Number of Shares of Value of Unexercised
Common Stock Underlying In-the-Money
Unexercised Options at Options at
October 28, 1995(#) October 28, 1995($)
Options Options Options Options
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
John Latshaw 3,000 7,000 3,000 7,000
Michael E. Bukaty 3,000 7,000 3,000 7,000
David G. Carr 1,500 3,500 1,500 3,500
</TABLE>
PENSION PLAN TABLE
The following table shows the estimated annual straight life
annuity benefits payable upon retirement to participants in the
Company's retirement income plan, based upon specified base salary
and years of service classifications.
<TABLE>
<CAPTION>
Annual
Base
Salary Years of Service at age 65
5 10 15 20 25 30 & Over
<C> <C> <C> <C> <C> <C> <C>
$ 75,000 $ 4,041 $ 8,082 $ 12,122 $ 16,163 $ 20,204 $ 24,245
100,000 5,707 11,415 17,122 22,830 28,537 34,245
125,000 7,374 14,748 22,122 29,497 36,871 44,245
150,000 9,041 18,082 27,122 36,163 45,204 54,245
175,000 10,707 21,415 32,122 42,830 53,537 64,245
200,000 12,374 24,748 37,122 49,497 61,871 74,245
225,000 14,041 28,082 42,122 56,163 70,204 84,245
</TABLE>
The retirement income plan is available to salaried employees of
the Company and salaried employees of Wescon Products Company and
Helton, Inc., two subsidiaries of the Company. The Company makes
such contributions to the plan as are actuarialy determined to be
necessary to provide for plan funding. The plan provides for an
annual straight life annuity payments after 30 years of service at
age 65 equal to 40% of the employee's average base salary for the
five highest consecutive years of salary during the last fifteen
years of employment, reduced by 40% of the employee's annual primary
social security benefit. The pension is reduced proportionately for
less than 30 years of service and is actuarialy reduced for
retirement before age 65. The plan provides that, commencing in
1994, covered compensation per year for purposes of the plan may not
exceed $150,000. The amount of compensation of Messrs. Latshaw,
Bukaty and Carr covered under the plan is their salary as set forth
in the Summary Compensation Table, excluding for Messrs. Latshaw and
Bukaty compensation received for service as directors of the Company,
and subject to the $150,000 limit described above. The amount of
covered compensation for fiscal year 1995 was $150,000 for Mr.
Latshaw, $150,000 for Mr. Bukaty and $100,860 for Mr. Carr.
Mr. Latshaw has seven years of service, Mr. Bukaty has fifteen years
of service and Mr. Carr has twelve years of service under the plan.
PENSION AND COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Pension and Compensation Committee
are L. Chandler Smith, Chairman, James C. Gale and David M. Pangrac.
L. Chandler Smith is a consultant to the Company, and holds the
title of Director of Corporate Development of the Company. Mr. Smith
served as Chairman of the Executive Committee of the Board of
Directors of the Company from September, 1987 until November, 1989,
was Chairman of the Board of Directors of the Company prior to
September, 1987, and was Chief Executive Officer of the Company prior
to March, 1984. Mr. Smith is a director of Helton, Inc., an 80%
owned subsidiary of the Company, and served as Chairman of the Board
of Helton, Inc. until August, 1993. Mr. Smith received no
compensation for such service. David G. Carr, Senior Vice President,
Chief Financial Officer and Secretary of the Company, serves as a
director of Helton, Inc and a director of Coast Wire & Plastic Tech,
Inc. During the last fiscal year, the Company made payments
totalling $95,721 to Mr. Smith and a corporation wholly-owned by Mr.
Smith. The amount paid includes $50,971 paid to Mr. Smith under a
supplemental retirement agreement. Such agreement provides for
payments to Mr. Smith during his lifetime of $4,248 per month, with
$3,186 per month to be paid to his present wife during her lifetime
in the event of his death. The agreement requires Mr. Smith to
render consulting services to the Company and not to compete with the
Company. An additional amount of $31,750 was paid under an agreement
between the Company and a corporation wholly-owned by Mr. Smith
pursuant to which the corporation is to be paid a specified amount
per month, currently $2,750, plus incidental expenses, for exploring
prospective acquisitions for the Company. The agreement may be
terminated by either party as of the end of any calendar month by
giving the other party notice prior to the end of the preceding
calendar month. In addition, Mr. Smith was paid $6,000 as
compensation for his services as a director and a member of the
Executive Committee of the Board of Directors of the Company and a
$7,000 bonus for services rendered to the Company.
COMPENSATION OF DIRECTORS
Directors of the Company receive compensation of $4,000 per
annum, plus $500 and out-of-pocket traveling expenses for attendance
at each Board meeting. Directors who are members of the Executive
Committee also receive $1,000 per annum.
Item 12 - Security Ownership of Certain Beneficial Owners and
Management
The following table shows as of February 10, 1996, unless
otherwise indicated, the total number of shares of common stock of
the Company beneficially owned by (i) persons known to be beneficial
owners of more than 5% of the outstanding common stock, (ii) the
executive officers listed in the Summary Compensation Table in Item
11 hereof, and (iii) all directors and executive officers of the
Company as a group. The beneficial ownership of shares by
individual directors is shown in the table in Item 10 hereof and is
incorporated herein by reference.
<TABLE>
<CAPTION>
Percentage of
Outstanding
Percentage of Shares Benefi-
Shares Outstanding cially Owned
Beneficially Shares Benefi- on a Fully-
Beneficial Owner Owned(1) cially Owned(2) Diluted Basis(3)
<S> <C> <C> <C>
Michael E. Bukaty 23,420(4) 4.5% 2.3%
2533 South West Street
Wichita, KS. 67217
David G. Carr 7,076(5) 1.4% 0.7%
2533 South West Street
Wichita, KS. 67217
Con-Lib Holding Company 266,000(6) 39.2% 26.0%
Gerard J. Mos III,
General Manager
No. 3 Dunford Circle
Kansas City, MO 64112
John Latshaw 664,315(7) 69.0% 64.8%
No. 3 Dunford Circle
Kansas City, MO 64112
Latshaw Enterprises, Inc. 102,579(8) 20.5% 10.0%
Employee Stock Ownership
Plan and Trust
P. O. Box 419226
Kansas City, MO 64141
Lazard Freres & Co., L.L.C. 54,800(9) 10.6% 5.3%
One Rockefeller Plaza
New York, N.Y. 10020
Boatmen's Bancshares, Inc. 25,725(10) 5.1% 2.5%
Boatmen's Trust Company
One Boatmen's Plaza
St. Louis, MO 63101
All Directors and
Executive Officers of
the Company as a Group 795,026(11) 80.6% 77.6%
(1) Unless otherwise indicated, each person has sole voting and
investment power with respect to the shares listed.
(2) The calculation of the percentage of outstanding shares of
common stock beneficially owned by a beneficial owner or group
of beneficial owners, as the case may be, assumes that only the
currently exercisable stock options or convertible securities
held by that owner or group have been exercised or converted
into common stock and that no other outstanding stock options or
convertible securities have been exercised or converted.
(3) The calculation of the percentage of outstanding shares of
common stock beneficially owned on a fully-diluted basis assumes
that all currently exercisable outstanding stock options have
been exercised and that all outstanding convertible securities
have been converted into common stock.
(4) Includes 12,400 shares which Mr. Bukaty has the present right to
acquire upon conversion of Variable Interest Rate Convertible
Subordinated Debentures due November 8, 2022 owned by him, 6,000
shares which Mr. Bukaty has the present right to acquire under
the 1987 Employee Stock Benefit Plan and 1,760 shares allocated
to Mr. Bukaty's account in the Company's Employee Stock
Ownership Plan and Trust which Mr. Bukaty has the right to vote.
(5) Includes 2,400 shares which Mr. Carr has the present right to
acquire upon conversion of Variable Interest Rate Convertible
Subordinated Debentures due November 8, 2022 owned by him, 3,000
shares which Mr. Carr has the present right to acquire under the
1987 Employee Stock Benefit Plan and 976 shares allocated to
Mr. Carr's account in the Company's Employee Stock Ownership
Plan and Trust which Mr. Carr has the right to vote.
(6) Con-Lib Holding Company is a Missouri general partnership (the
"Partnership") whose partners are John Latshaw, a trust for the
benefit of Elizabeth A. Reid-Scott and a trust for the benefit
of Constance H. Latshaw. Gerard J. Mos III serves as the
General Manager of the Partnership. As General Manager, Mr. Mos
has the power to vote and dispose of the shares held by the
Partnership except to the extent Mr. Mos is instructed otherwise
by a majority in interest of the partners. Mr. Latshaw, as the
holder of a 50.2% interest in the Partnership, has the power to
instruct Mr. Mos as to the voting and disposition of the shares
held by the Partnership if he so chooses. Mr. Mos has no
beneficial interest in the shares held by the Partnership.
Elizabeth A. Reid-Scott and Constance H. Latshaw have no voting
or investment power with respect to the shares held by the
Partnership and disclaim beneficial ownership of such shares.
The amount of shares shown in the table includes 178,000 shares
of common stock which the Partnership has the present right to
acquire upon conversion of Variable Interest Rate Convertible
Subordinated Debentures due November 8, 2022 owned by it.
(7) Includes 278,000 shares which Mr. Latshaw has the present right
to acquire upon conversion of Variable Interest Rate Convertible
Subordinated Debentures due November 8, 2022 owned by him, 6,000
shares which Mr. Latshaw has the present right to acquire
pursuant to the 1987 Employee Stock Benefit Plan, 1,848 shares
allocated to Mr. Latshaw's account in the Company's Employee
Stock Ownership Plan and Trust which Mr. Latshaw has the right
to vote and 266,000 shares owned by Con-Lib Holding Company.
See footnote (6) above.
(8) Shares beneficially owned as of December 31, 1995. UMB Bank,
N.A., 10th and Grand Avenue, Kansas City, Missouri, serves as
Trustee of the Company's Employee Stock Ownership Plan and
Trust. The Trust is administered by the ESOT Administrative
Committee of the Board of Directors of the Company, which
Committee has the sole power to instruct the Trustee with
respect to the investment of the shares owned by the Trust and
with respect to the voting of 42,105 of the shares.
Participants have the right to instruct the Trustee as to how to
vote the remaining 60,474 shares to the extent such stock is
allocated to each such participant. Under the terms of the
Trust, if the Committee fails to instruct the Trustee as to how
to vote the 42,105 shares, the Trustee shall vote such stock and
if the Trustee abstains from voting the 42,105 shares, the
Trustee is required to vote such stock in accordance with
instructions received from each participant to the extent such
stock is allocated to each such participant. To the extent
voting instructions are requested from participants and are not
received by the Trustee by a stated deadline, the Trustee shall
vote such stock as the Committee shall instruct and if the
Committee fails to instruct the Trustee as to how to vote such
stock, the Trustee shall vote such stock in the manner deemed
appropriate by the Trustee. As of December 31, 1995, the
members of the Committee were Mr. Pangrac, Chairman, and Mr.
Smith, both of whom are directors of the Company.
(9) Shares beneficially owned as of December 31, 1995, as reported
in a Schedule 13-G dated February 14, 1996, filed with the
Securities and Exchange Commission.
(10) Shares beneficially owned as of December 31, 1995, as reported
in a Schedule 13G dated February 7, 1995 filed with the
Securities and Exchange Commission. In the Schedule 13G, Boatmen's
Bancshares, Inc. and Boatmen's Trust Company disclosed that they
had sole voting power with respect to 25,725 shares and sole
dispositive power with respect to 25 shares.
(11) Includes 292,800 shares which executive officers and directors
have the present right to acquire upon conversion of Variable
Interest Rate Convertible Subordinated Debentures due November
8, 2022 owned by them, 15,000 shares which executive officers
and directors have a present right to acquire under the 1987
Employee Stock Benefit Plan, 2,500 shares held by a director as
trustee for a family member, 266,000 shares held by Con-Lib
Holding Company and 102,579 shares held by the Company's
Employee Stock Ownership Plan and Trust.
<PAGE>
Item 13 - Certain Relationships and Related Transactions.
For a description of payments made by the Company to L. Chandler
Smith, a director of the Company, during fiscal year 1995, see "Pension and
Compensation Committee Interlocks and Insider Participation".
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
LATSHAW ENTERPRISES, INC.
(Registrant)
By:/s/ David G. Carr
David G. Carr
Senior Vice-President, Chief
Financial Officer and
Secretary
Dated: February 21, 1996
</TABLE>
