SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A, AMENDMENT NO. 1
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1994 or
------------------------
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934. [No Fee Required]
For the transition period from to .
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Commission File Number 0-2642
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DE TOMASO INDUSTRIES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Maryland
52-0466460
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(State of other jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization)
P.O. Box 856
107 Monmouth Street, Red Bank, New Jersey 07701
- ------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 842-7200
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.50 per share
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, computed by reference to the average of bid and asked price of the
stock as of March 22, 1995, was $12,651,310.
The number of shares of common stock, $.10 par value, outstanding as of March
22, 1995 was 2,057,446.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
<PAGE>
PART III
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Item 10. Directors and Executive
- -------- Officers of the Registrant
--------------------------
Directors
- ---------
The names and ages of all Directors of the Company and nominees
therefor, their positions with the Company, their term of office and their
business background are set forth below:
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
---- --- ----------------------- --------
Alejandro
DeTomaso* 65 Chairman of the Board of Directors 1970
since January, 1987; Director and
Chief Executive Officer of the
Company; Director and Chief Executive
Officer and Chief Operating Officer
of the Company's G.B.M. S.p.A. sub-
sidiary, and its predecessors, Ben-
elli and SEIMM, all since 1971; Presi-
dent of the Company from 1971 through
April 2, 1993.
Howard E.
Chase* 58 Director; Secretary of the Company 1971
and Company Counsel since 1981; Vice-
President of the Company since 1986;
partner of Morrison Cohen Singer &
Weinstein, LLP since April 1984.
Paolo Donghi 54 Director; Managing Director of 1980
G.B.M. (and, before their merger into
G.B.M., of SEIMM and Benelli) since
1979 and for more than two years
prior to that time, Chief Financial
Officer of SEIMM.
2
<PAGE>
Roberto
Corradi 59 Director; Chairman of Progetto 1989
S.a.A. di Roberto Corradi & Co.,
architectural firm, since 1987; in
private architectural practice for
more than five years prior there-
to.
Patrick
D'Angelo 42 Director; Attorney in private prac- 1990
tice of law for more than the past
five years.
Mario Tozzi-
Condivi 70 Director; Chairman of the Board of 1993
MAI since February 1989; Chairman of
the Board of Maserati U.K. Ltd.,
1986-1987; Independent consultant to
automobile importers, distributors
and dealers in England, Italy,
Singapore and South Africa, 1984-
current.
Santiago
DeTomaso 40 Director, President and Chief Operat- 1993
ing Officer of the Company; Sales and
Promotion Manager and Member of the
Board of Directors of DeTomaso Modena
S.p.A. for more than the past five
years; Vice President of Immobiliare
Canalgrande S.p.A. for more than the
past five years; Administratore
Unico of Storm S.r.L. since May
18, 1992; Member of the Boards of
Directors of G.B.M. S.p.A. and American
Finance S.r.L., each for more than
the past five years.
- ------------------------------------------------------------------
* See "Certain Relationships and Related Transactions," for a discus-
sion of the legal fees received by Mr. Chase's firm since January 1,
1994 and a description of certain transactions between the Company
and other corporations in which Mr. DeTomaso has substantial equity
interests.
3
<PAGE>
None of the above-described persons except Mr. Chase* is a
director of any company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934 or of any company registered
as an Investment Company under the Investment Company Act of 1940. There is no
family relationship among any of the members of the Board of Directors or the
officers of the Company except for Alejandro DeTomaso and his son, Santiago
DeTomaso. The Company has no standing nominating or compensation committees of
the Board of Directors, or committees performing similar functions. An audit
committee was established in 1989 but has not held any meetings. The term of
each Director will expire when his successor shall have been elected and shall
have qualified. No Directors are compensated for their services as such.
Executive Officers
- ------------------
Position with Company
and Business Experience
Name Age During Past Five Years
---- --- -----------------------
Alejandro DeTomaso**
Howard E. Chase**
Paolo Donghi**
Santiago DeTomaso**
Mario Tozzi Condivi**
Catherine D. Germano 67 Treasurer and Assistant Secretary of the
Company since 1973.
George A. Garbutt 65 President, MAI since February 1989, and from
1977 until January 1988.
______________
* Mr. Chase, in 1987, became a director of Thoratec Laboratories,
Inc., a company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934.
** Information relating to the ages, positions with the Company and
past business experience of Messrs. Alejandro DeTomaso, Chase,
Donghi and Santiago DeTomaso is set forth above under "Directors."
All executive officers will serve in their respective capacities
until their successors shall have been elected and shall have
qualified.
4
<PAGE>
Item 11. Executive Compensation.
- -------- ----------------------
Summary of Cash and Certain Other Compensation
The following table shows, for the three most recently ended
fiscal years ended December 31, the cash compensation paid or accrued for those
years to the President of the Company and each of the most highly compensated
executive officers of the Company other than the President whose aggregate
annual salary and bonus exceed $100,000 for the Company's last fiscal year in
all the capacities in which they served:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------------------------- --------------------- ----------
Name and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary(Lit./$)(1) Bonus($) Compensation($) Awards($) SARs (#) Payouts($) Compensation($)
- -------- ---- ----------------- -------- --------------- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alejandro DeTomaso - 1992 Lit. 877,523,000/ -0- -0- -0- -0- -0- -0-
Chairman of the Board ($541,013)
of Directors of the 1993 Lit. 659,233,333/ -0- -0- -0- -0- -0- -0-
Company, and President ($406,432)
of the Company until 1994 Lit. 400,000,000/ -0- -0- -0- -0- -0- -0-
April 2, 1993 ($246,609)
Santiago DeTomaso 1993 Lit. 110,000,000/ -0- -0- -0- -0- -0- -0-
President of the Company ($67,818)
since April 2, 1993 1994 Lit. 100,000,000/ -0- -0- -0- -0- -0- -0-
($61,652)
Arnolfo Sacchi - 1994 Lit. 192,000,000/ -0- -0- -0- -0- -0- -0-
Administratore Delegato ($118,372)
of G.B.M. in 1994
<FN>
_________
(1) $150,000 per annum of the compensation received by Mr. DeTomaso in 1992 was his salary from the Company. The balance
of his compensation was received from the Company's Italian subsidiaries, primarily from Maserati, prior to its sale to
Fiat, and, since its sale, from O.A.M. and G.B.M.
</TABLE>
5
<PAGE>
Profit Sharing and Retirement Plan
Of the executive officers listed in the summary compensation
table set forth above, Mr. Alejandro DeTomaso is the sole executive
officer of the Company who participates in the Company's profit sharing
and retirement plan. As at December 31, 1994, the value of Mr. De-
Tomaso's vested benefits in such plan was $340,449. There can be no
assurance that any such amount, or a greater or lesser amount, will be
available for Mr. Alejandro DeTomaso on his retirement as the funds
which will constitute such benefits are invested in equity securities.
Compensation of Directors
Members of the Board of Directors of the Company receive no
compensation from the Company for services rendered in their capacity
as such. Officers of the Company who are also members of the Board of
Directors of the Company receive compensation for services rendered in
their capacities as officers only. See "Summary of Cash and Certain
Other Compensation."
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors does not have a separate compen-
sation committee. The Company and each of its subsidiaries addresses
all compensation issues through its or their respective boards of
directors. Messrs. Alejandro DeTomaso, Howard Chase, Mario Tozzi-
Condivi and Paolo Donghi all serve as executive officers, directors
and/or employees of the Company and/or one or more of the Company's
subsidiaries.
The only members of the Company's Board of Directors who engaged
in any transactions with the Company during fiscal 1994 other than in
the capacities described above, were Messrs. Alejandro DeTomaso, Mario
Tozzi-Condivi and Howard Chase. See "Certain Relationships and Related
Transactions" below.
Board Compensation Committee Report on Executive Compensation
The compensation policy implemented by the Company and its subsid-
iaries for the compensation of executive officers calls for consider-
ation of the nature of each executive officer's work and responsibili-
ties, the time expended in connection that executive officer's duties,
years of service, and the Company's (or subsidiary's) financial condi-
tion generally. Historically, overall corporate performance has not
been a significant factor in establishing compensation.
The compensation of Alejandro DeTomaso, the Company's Chief
Executive Officer, is comprised of several components, including salary
from the Company and salaries as Chief Executive Officer of the Com-
pany's subsidiaries. Mr. DeTomaso's compensation from each of the
Company, Maserati (prior to 1994), O.A.M., and G.B.M. in 1994 and in
prior years had no relationship to the performance of the Company and
its subsidiaries, and, as in the case of other executive officers of
the Company and its subsidiaries, was established based on the factors
described in the preceding paragraph.
6
<PAGE>
Alejandro DeTomaso's compensation from the Company had been at the
rate of $150,000 per annum for more than 10 years until 1992. However,
such compensation is accrued and not paid if sufficient funds are not
available for such purpose. In 1992, Mr. DeTomaso was not paid any
salary by the Company; the entire amount was accrued. In 1993, por-
tions of prior year unpaid salary were paid. All accrued and unpaid
salary was paid in 1994. Mr. DeTomaso did not receive any salary from
the Company in respect of 1994 and no amount was accrued. All of his
compensation in 1994 was paid by Italian subsidiaries O.A.M. and G.B.M.
Comparative Stock Performance Graph
The following is a graph comparing the annual percentage change in
the cumulative total shareholder return of the Company's common stock
with the corresponding returns of the published Dow Jones Equity Market
Index and Dow Jones Automobile Manufacturers Index for the Company's
last five (5) fiscal years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among De Tomaso Industries, Dow Jones Equity Market Index and
Dow Jones Automobile Manufacturers Index
Fiscal Year Ending December 31
[GRAPH]
1989 1990 1991 1992 1993 1994
De Tomaso Industries 100 27 22 22 13 58
Dow Jones Equity Market Index 100 100 132 144 157 159
Dow Jones Automobile Manufacturers
Index 100 76 74 109 182 155
7
<PAGE>
Item 12. Security Ownership of Certain
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Beneficial Owners and Management
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(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The following table sets forth, as at March 22, 1995,
information concerning the beneficial ownership of voting securi-
ties of the Company by each person who is known by Management to
own beneficially more than 5% of any class of such securities:
Name and Address of Amount Bene- Percent
Title of Class Beneficial Owner ficially Owned of Class
-------------- ---------------- -------------- --------
Preferred Alejandro DeTomaso 1,000,000 100.00%
Hotel Canalgrande
Corso Canalgrande 6
Modena, Italy
Common Alejandro DeTomaso 611,582(1) 29.7(1)
Hotel Canalgrande
Corso Canalgrande 6
Modena, Italy
_____________________
(1) Mr. DeTomaso, Chairman of the Board of the Company, who
individually owns 480,304 shares of Common Stock, together
with Isabelle DeTomaso, his wife, who owns 33,254 shares of
Common Stock and Anne H. Ellis, his sister-in-law, who owns
98,024 shares of Common Stock, may be deemed to act in
concert with respect to shares of Common Stock of the
Company. For similar reasons Isabelle DeTomaso and Anne
Ellis may be deemed to beneficially own the shares of Common
Stock of Mr. DeTomaso. Accordingly, Mr. DeTomaso may be
deemed to be the beneficial owner of 611,582 shares of the
Company's Common Stock in the aggregate, or 29.7% of the
outstanding shares of Common Stock of the Company. The
Preferred Stock is entitled to three votes per shares on all
matters on which the Common Stock may vote; accordingly, in
connection with any vote in which the votes represented by
all outstanding shares of Common and Preferred Stock are
cast, Mr. DeTomaso is entitled to cast 71.4% of all of the
shares outstanding and entitled to vote. Additionally, the
Preferred Stock is convertible at any time into an equal
number of shares of Common Stock. Upon such conversion, Mr.
DeTomaso would beneficially own 1,611,582 shares of Common
Stock and would be entitled to cast 54.3% of all shares of
Common Stock outstanding and entitled to vote. Mr. DeTomaso
disclaims beneficial ownership of 27,510 shares of Common
Stock owned beneficially by Macdonald T. Haskell, son of
Helen Sampson, deceased, and deceased sister-in-law of Mr.
Alejandro DeTomaso.
8
<PAGE>
(b) Security Ownership of Management
--------------------------------
The following table sets forth, as at March 22, 1995,
information concerning the beneficial ownership of voting securi-
ties of the Company by all Directors or nominees, individually,
and by all Directors and Officers as a group:
Title of Amount Bene- Percent
Class ficially Owned of Class
-------- -------------- --------
Alejandro DeTomaso Common 611,582* 29.7*
Preferred 1,000,000 100.00
Howard E. Chase Common None --
Preferred None --
Paolo Donghi Common None --
Preferred None --
Roberto Corradi Common None --
Preferred None --
Patrick D'Angelo Common 50,900 2.5
Preferred None --
George A. Garbutt Common 24,871 1.2
Preferred None --
All officers and Common 687,353 33.4
directors as a group Preferred 1,000,000 100.00
----------------
* See Footnote 1 to table of Security Ownership of Certain
Beneficial Owners.
Possible Future Change in Control of the Company
------------------------------------------------
An agreement between the Company and Finprogetti was execut-
ed on April 27, 1995. Under the agreement, the Company will
acquire Finprogetti's principal subsidiaries and cash, all valued
at approximately Lit. 50,000,000,000, in exchange for approxi-
mately 2,500,000 newly-issued shares of the Company's common
stock, which will be valued at Lit. 20,106 per share, converted
into dollars at the dollar/lire exchange rate in effect on the
closing date. As of April 28, 1995, the exchange rate was
1686.25 lire to the dollar.
9
<PAGE>
In a related development, on April 10, 1995, the Company
entered into an agreement with Alejandro DeTomaso, the Chairman
of the Board of the Company, under which the Company will repur-
chase Mr. DeTomaso's 1,000,000 shares of preferred stock and
480,304 shares of common stock at a price of Lit. 18,400 per
share, converted into dollars at the dollar/lire exchange rate in
effect on the closing date.
The repurchase agreement is subject to the consummation of
the transaction with Finprogetti. Contemporaneously with the
closing of that transaction, Mr. DeTomaso will exchange approxi-
mately 720,000 of his shares for the Company's interests in its
two hotel properties, appraised at Lit. 4,700,000,000, a collec-
tion of Maserati vehicles and engines appraised at Lit. 3,200,-
000,000 and Lit. 5,000,000,000 in cash. The remaining shares
held by Mr. DeTomaso will be exchanged for an equal number of
shares of newly issued registered common stock. If Mr. DeTomaso
does not sell those shares prior to the third anniversary of the
Finprogetti transaction, they will be acquired by the Company at
the Lit. 18,400 per share price.
The Company's right to acquire Mr. DeTomaso's shares,
however, is subject to a right of first refusal held by a subsid-
iary of the Chrysler Corporation to purchase Mr. DeTomaso's
shares on the same terms as agreed to by the Company. Chrysler's
right of first refusal expires thirty days from its receipt of
notice of the repurchase agreement. The Chrysler subsidiary
acquired the right on October 24, 1986 as part of an option for
which Chrysler paid Mr. DeTomaso $2,500,000. In addition to the
right of first refusal, the option grants the Chrysler subsidiary
an option to purchase all common and preferred shares of the
Company owned by him at market price at the time the option is
exercised, less a credit of $1,250,000. The option, as amended
in May 1987, may be exercised at any time between January 1, 1996
and December 31, 1997 when it expires. The option agreement does
not afford Chrysler any rights with respect to such shares in
anticipation of the exercise of such option.
Mr. DeTomaso has the right to redeem Chrysler's option prior
to its exercise upon payment of $5,000,000 plus interest at 10%
from October 1986.
Giving effect to the issuance of approximately 2,500,000
shares of common stock to Finprogetti, if Chrysler exercises its
right to acquire Mr. DeTomaso's shares, Chrysler will have the
right to cast 46% of all votes which could be cast by sharehold-
ers, and Finprogetti would have the right to cast 33.1% of all
votes which could be cast by shareholders. If Chrysler does not
exercise its right to acquire Mr. DeTomaso's shares, and all of
his shares are repurchased by the Company, Finprogetti would have
the right to cast 61.3% of all votes which could be cast by
shareholders. Under the terms of the Finprogetti agreement with
the Company, however, Finprogetti has agreed expeditiously to
liquidate and distribute the acquired shares of the Company's
common stock to its 35 constituent shareholders.
10
<PAGE>
Item 13. Certain Relationships and Related Transactions
------- ----------------------------------------------
Companies controlled by Alejandro DeTomaso, Chairman of
the Board of the Company, engaged in various transactions with
the Company's Italian subsidiaries which gave rise to indebted-
ness owed by such companies to such subsidiaries and vice versa.
In the aggregate, such transactions resulted in net indebtedness
owed to such companies by the Company's Italian subsidiaries at
December 31, 1994 of Lit. 20,000,000 ($12,330).
At December 31, 1994, G.B.M. owed DeTomaso Modena,
S.p.A., an Italian corporation in which Mr. DeTomaso has a 99.9%
equity interest and of which he is president, general manager and
chairman of the board, Lit. 26,000,000 ($16,030).
At December 31, 1994 the Company owed to Hotel Canal-
grande, a hotel in which the Company has a 13.05% equity interest
and in which Mr. DeTomaso and his sister-in-law, Anne H. Ellis,
together own a majority of the remaining equity interest, the
amount of Lit. 9,000,000 ($5,549) for accommodations, food and
beverages purchased during the year. This amount represents
charges at the Hotel's then currently prevailing rates for such
services for large corporate accounts. The Hotel Canalgrande
owed the Company the amount of Lit. 15,000,000 ($9,248) at
December 31, 1994.
Currently, rent is being paid in the amount of Lit.
108,000,000 ($66,584) annually by Centro Ricambi, the spare parts
distribution subsidiary to DeTomaso Modena. Management believes
this rate of rental conforms with prevailing market rates.
Discussions regarding the ultimate purchase of the property
continue. The amount to be paid by the Company if it purchases
the property will not be in excess of the current rates for
similar real estate in the vicinity of Modena.
The law firm of Morrison Cohen Singer & Weinstein, LLP
of which Howard E. Chase, a Director and Officer of the Company,
is a member, was paid by the Company and its subsidiaries in 1994
an aggregate of $423,373 in legal fees and disbursements for
services rendered in 1994 and in prior years. Fees paid by the
Company and subsidiaries to Morrison Cohen Singer & Weinstein,
LLP in such period did not exceed 5% of such firm's gross reve-
nues for that period.
Como Consultants, an Isle of Jersey company which
employs Mario Tozzi-Condivi, a Director of the Company, was paid
an aggregate of $122,081 for consulting services rendered to the
Company and to its MAI subsidiary by Mr. Condivi.
11
<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 report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DE TOMASO INDUSTRIES, INC.
Date: April 28, 1995 By: s/ Catherine D. Germano
---------------------------
Catherine D. Germano, Treasurer
Date: April 28, 1995 By: s/ Howard E. Chase
-------------------------
Howard E. Chase, Vice President, Secretary
12
