<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-K/A
(Amendment No. 1)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1995
/_/ 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
--------- ----------
Commission File No. 0-23496
KFC NATIONAL PURCHASING COOPERATIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-0946155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 Breckinridge Lane, Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502)
896-5900.
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Membership Common Stock, no par value
Store Common Stock, no par value
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].
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant as of December 31, 1995.
Common stock $5,660(1)
Number of shares outstanding of each of the issuer's classes of common stock
as of December 31, 1995.
<TABLE>
<CAPTION>
Title of each class Number of Shares
------------------- ----------------
<S> <C>
Membership Common stock 581
Store Common Stock 5,796
</TABLE>
- ------------------------
(1)The aggregate market value stated above is the product of the current
offering price of Membership Common Stock multiplied by the number of shares of
Membership Common Stock outstanding held by nonaffiliates on December 31, 1995.
Store Common Stock held by non-affiliates has not been included because Store
Common Stock has no voting rights.
- 2 -
<PAGE> 3
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
This Form 10-K/A amendment No. 1 hereby amends Item 14 to include the
Exhibit 24 Powers of Attorney inadvertently omitted from the Form 10-K.
(a)(1) Financial Statements. See accompanying Index to Consolidated
Financial Statements and Schedule.
(a)(2) Financial Statement Schedules. See accompanying Schedule II
- -- Valuation and Qualifying Accounts.
(a)(3) Exhibits. Following is a list of Exhibits to this Form 10-K:
*3.1 Certificate of Incorporation of Registrant, as
amended.
**3.2 Bylaws of Registrant, as amended.
*4.1 Article IV of Certificate of Incorporation of
Registrant, as amended, filed as Exhibit 3.1 to this Form 10-K.
**4.2 Articles II, III, IV and IX of Bylaws of Registrant,
as amended, filed as Exhibit 3.2 to this Form 10-K.
**10.1 Loan and Security Agreement, dated May 6, 1994,
between Registrant and Liberty National Bank and Trust Company of Louisville.
***10.2 Employment Agreement between Thomas D. Henrion and
the Registrant.
***10.3 Lease, dated as of June 21, 1983, between Registrant,
as Lessee, and General Electric Corporation, as Lessor, and amended on June 20,
1988.
***10.4 Form of Distributor Participation Agreement between
Registrant and various distributors.
***10.5 Lease, dated April 8, 1988, between NTS/Breckinridge,
Ltd. d/b/a The Springs, as Lessor, and the Registrant, as Lessee.
****10.6 Non-Competition and Consulting Agreement dated as of
January 31, 1991, among Fred Jeffrey, Juliana Jeffrey and the Registrant.
****10.7 Letter Agreement dated May 11, 1991, between Thomas
D. Henrion and the Registrant.
**10.8 Purchasing Affiliation Agreement dated as of June 15,
1994, between the International Franchisee Advisory Council, Inc., and the
Registrant.
**10.9 Supplemental Benefits/Consulting Agreement between
Thomas D. Henrion and the Registrant effective as of January 1, 1994.
- 3 -
<PAGE> 4
10.10 Amendment No. 1 to Supplemental Benefits/Consulting
Agreement between Thomas D. Henrion and the Registrant effective January 1996.
****21 Subsidiaries of the Registrant.
24 Powers of Attorney.
27 Financial Data Schedule.
- -----------------------------
*Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1992 [File No. 2-63640].
**Incorporated by reference to the Post-Effective Amendment No.
2 to the Registration Statement on Form S-1 of the Registrant [File No.
33-56982]
***Incorporated by reference to the Registration Statement on Form
S-1 of the Registrant [File No. 33-33801]
****Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1991 [File No. 2-63640].
(b) Reports on Form 8-K.
None.
(c) Exhibits.
The exhibits listed in response to Item 14(a)(3) are filed as a part
of this report.
(d) Financial Statement Schedules.
The financial statement schedule listed in response to Item 14(a)(2)
is filed as a part of this report.
- 4 -
<PAGE> 5
SIGNATURE
Pursuant to the requirements of Section 13 and 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.
KFC NATIONAL PURCHASING
COOPERATIVE, INC.
January 30, 1996 By /s/ William V. Holden
---------------------------------
William V. Holden, Vice President
and Chief Financial Officer
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Peck and Thomas D. Henrion,
with full power to act without the other, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities to sign any and all
post-effective amendments to the Registration Statement of KFC National
Purchasing Cooperative, Inc. (the "Cooperative") (File No. 33-56982), and the
Annual Report on Form 10-K of the Cooperative for the fiscal year ended October
31, 1995, and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ William E. Allen Director, 12/8/95
- ------------------------- Secretary ---------------
William E. Allen
Director
- ------------------------- ---------------
Charles Buckner
/s/ Darrell M. Dunafon Director 12/8/95
- ------------------------- ---------------
Darrell M. Dunafon
/s/ Ronald Giles Director 12/8/95
- ------------------------- ---------------
Ronald Giles
- ------------------------- Director, ---------------
Leon W. Harman Vice Chairman
/s/ Thomas D. Henrion Director, 12/8/95
- ------------------------- President, --------------
Thomas D. Henrion Chief Executive
Officer
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
- ------------------------- Director ---------------
Edward J. Henriquez, Jr.
/s/ William V. Holden Vice President, 12/8/95
- ------------------------- Chief Financial Officer ---------------
William V. Holden (Principal Accounting Officer)
(Principal Financial Officer)
/s/ Paul A. Houston Director 12/8/95
- ------------------------- ---------------
Paul A. Houston
/s/ John Marsella Director 12/8/95
- ------------------------- ---------------
John Marsella
/s/ Grover G. Moss Director 12/8/95
- ------------------------- ---------------
Grover G. Moss
/s/ David G. Neal Director, 12/8/95
- ------------------------- Treasurer ---------------
David G. Neal
/s/ Robert P. Peck Director, 12/8/95
- ------------------------- Chairman ---------------
Robert P. Peck
/s/ Edward W. Rhawn Director 12/8/95
- ------------------------- ---------------
Edward W. Rhawn
/s/ Jack M. Richards Director 12/8/95
- ------------------------- ---------------
Jack M. Richards
/s/ James B. Royster Director 12/8/95
- ------------------------- ---------------
James B. Royster
/s/ Calvin G. White Director 12/8/95
- ------------------------- ---------------
Calvin G. White
/s/ Ronald J. Young Director 12/8/95
- ------------------------- ---------------
Ronald J. Young
</TABLE>
- 2 -
