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 November 2, 1996.
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(b) of the Act: None
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 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 19, 1996, computed by reference to the
closing bid price on January 17, 1997 as quoted by Mesirow Capital,
Inc., Chicago, Illinois was $760,200. 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 19, 1996 was 9,922 shares.
<PAGE>
PART III
Item 10 - Directors and Executive Officers of the Registrant.
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares of Shares of
Class A Class A
A Common Stock Common Stock
Director Beneficially Beneficially
of the Owned Owned
Principal Company February 17, February 17,
Name Age Occupation(1) Since 1997(2)(3) 1997
DIRECTORS WHOSE TERMS EXPIRE IN 1997
<S> <C> <S> <C> <C> <C>
James C. Gale 47 Managing Director 1987 54(5) (*)
(Class A) of Gruntal & Co.,
Inc., New York,
investment
bankers.(4)
Elizabeth A. 37 Self-Employed/ 1988 1(7) (*)
Reid-Scott Private
(Class A) Investor.(6)
L. Chandler Smith 77 Director of 1967 2 (*)
(Class A) Corporate
Development of
the Company.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Constance H. 40 Private 1989 2(9) (*)
Latshaw Investor.(8)
(Class B)
David M. Pangrac 54 Consultant 1989 1 (*)
(Class B) employed by
Pangrac &
Associates
Consultants, Inc.,
network and
communications
consultants.(10)
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Michael E. Bukaty 60 President and 1984 560(12) 5.4%
(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.(11)
John Latshaw 75 Chairman of the 1987 9,140(14) 58.4%
(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.(13)
</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) 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.
(5) Includes 50 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.
(6) Ms. Reid-Scott has been self-employed as a motion picture
screenwriter and private investor during the past five years.
Ms. Reid-Scott is the sister of Constance H. Latshaw and the
daughter of John Latshaw.
(7) The amount of shares shown in the table does not include 5,320
shares held by Con-Lib Holding Company. See footnote (6) under
Item 12 hereof.
(8) 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.
(9) The amount of shares shown in the table does not include 5,320
shares held by Con-Lib Holding Company. See footnote (6) under
Item 12 hereof.
(10) 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.
(11) 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.
(12) Includes 260 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, 200 shares which Mr. Bukaty has the present right to
acquire under the 1987 Employee Stock Benefit Plan and 35
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.
(13) 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 is the father of Constance H. Latshaw and Elizabeth A.
Reid-Scott, directors of the Company.
(14) Includes 5,524 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, 200 shares which Mr. Latshaw has the present right to
acquire pursuant to the 1987 Employee Stock Benefit Plan and
36 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. See footnote (7) under Item 12 hereof.
Section 16(a) Beneficial Ownership Reporting Compliance.
During the 1996 fiscal year, Michael E. Bukaty, an executive officer
and director of the Company, filed late one Form 4 reporting a single
transaction.
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
November 2, 1996 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 1996 $182,000 $73,146 0 $4,653(1)
Chairman of the 1995 174,000 66,864 0 5,280
Board, Managing 1994 166,000 56,000 0 5,824
Director and Chief
Executive Officer
Michael E. Bukaty 1996 $182,000 $73,146 0 $3,952(1)
President and 1995 174,000 66,864 0 5,214
Chief Operating 1994 166,000 56,000 0 6,098
Officer
David G. Carr 1996 $102,000 $29,100 0 $4,166(1)
Senior Vice Presi- 1995 100,860 30,084 0 3,934
dent and Chief 1994 92,500 24,000 0 3,699
Financial Officer
</TABLE>
(1) The amounts shown consist of 50% matching contributions by the
Company during fiscal year 1996 under the Company's 401(k) salary
reduction plan.
AGGREGATE OPTION EXERCISES AND
FISCAL YEAR-END OPTION VALUE TABLE
The following table shows the number and value of shares of Class A
Common Stock represented by outstanding stock options held by each of the
named executive officers as of November 2, 1996. The number of shares
represented by outstanding stock options has been retroactively restated to
reflect a one for fifty reverse stock split of the common stock effected on
December 18, 1996. No options were exercised during the 1996 fiscal year.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
of Class A Common Value of Unexercised
Stock Underlying In-the-Money
Unexercised Options at Options at
November 2, 1996(#) November 2, 1996($)
Options Options Options Options
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
John Latshaw 120 80 21,000 14,000
Michael E. Bukaty 120 80 21,000 14,000
David G. Carr 60 40 10,500 7,000
</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 $ 4,001 $ 8,002 $ 12,002 $ 16,003 $ 20,004 $ 24,005
100,000 5,667 11,335 17,002 22,670 28,337 34,005
125,000 7,334 14,668 22,002 29,337 36,671 44,005
150,000 9,001 18,002 27,002 36,003 45,004 54,005
175,000 10,667 21,335 32,002 42,670 53,337 64,005
200,000 12,334 24,668 37,002 49,337 61,671 74,005
225,000 14,001 28,002 42,002 56,003 70,004 84,005
</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
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 1996 was $150,000 for Mr.
Latshaw, $150,000 for Mr. Bukaty and $102,000 for Mr. Carr.
Mr. Latshaw has eight years of service, Mr. Bukaty has sixteen years
of service and Mr. Carr has thirteen 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 $96,971 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 $33,000 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.
<PAGE>
Item 12 - Security Ownership of Certain Beneficial Owners and
Management
The following table shows as of February 17, 1997, unless
otherwise indicated, the total number of shares of Class A Common Stock
of the Company beneficially owned by (i) persons known to be beneficial
owners of more than 5% of the outstanding Class A 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 560(4) 5.4% 2.7%
2533 South West Street
Wichita, KS. 67217
David G. Carr 181(5) 1.8% 0.9%
2533 South West Street
Wichita, KS. 67217
Con-Lib Holding Company 5,320(6) 39.5% 25.7%
Gerard J. Mos III,
General Manager
1215 Stratford Road
Kansas City, MO 64113
John Latshaw 9,140(7) 58.4% 44.1%
5049 Wornall, Apt. 3C
Kansas City, MO 64112
Latshaw Enterprises, Inc. 1,956(8) 19.7% 9.4%
Employee Stock Ownership
Plan and Trust
P. O. Box 419226
Kansas City, MO 64141
Boatmen's Bancshares, Inc. 514(9) 5.2% 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 11,807(10) 72.6% 57.0%
</TABLE>
<PAGE>
(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 Class A
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 Class A 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 Class A
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 Class A Common Stock.
(4) Includes 260 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, 200
shares which Mr. Bukaty has the present right to acquire under
the 1987 Employee Stock Benefit Plan and 35 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 48 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, 100
shares which Mr. Carr has the present right to acquire under the
1987 Employee Stock Benefit Plan and 19 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 Elizabeth A. Reid-Scott,
Constance H. 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. Mos, as the trustee of the trust for the benefit of Elizabeth A.
Reid-Scott and the trust for the benefit of Constance H. Latshaw,
has the power to direct the voting and disposition of the shares
held by the Partnership on behalf of the trusts. The trusts hold
in the aggregate a 90% interest in the Partnership. 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 3,560 shares of Class A 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 5,524 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, 200
shares which Mr. Latshaw has the present right to acquire
pursuant to the 1987 Employee Stock Benefit Plan and 36 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.
(8) Shares beneficially owned as of December 31, 1996. 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 801 of the shares. Participants have
the right to instruct the Trustee as to how to vote the remaining
1,155 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 801 shares, the Trustee
shall vote such stock and if the Trustee abstains from voting the
801 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, 1996, 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, 1996, as reported
in a Schedule 13G dated February 4, 1997 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 and no dispositive power with respect
to such shares.
(10) Includes 5,832 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, 500 shares which executive officers and directors have a
present right to acquire under the 1987 Employee Stock Benefit Plan,
50 shares held by a director as trustee for a family member and
1,956 shares held by the Company's Employee Stock Ownership Plan and
Trust. The amount shown does not include 5,320 shares held by
Con-Lib Holding Company. See footnote (6) above.
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 1996, see "Pension and
Compensation Committee Interlocks and Insider Participation".
<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 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 25, 1997
