WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Form 10-KSB of American Metals Service, Inc. for the year ended August 31, 1995
and is qualified in its entirety by reference to such financial statements ($000
omitted, except per share data).
</LEGEND>
<CIK> 0000319016
<NAME> AMERICAN METALS SERVICE, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-START> SEPT-01-1994
<PERIOD-END> AUG-31-1995
<CASH> 2,018
<SECURITIES> 0
<RECEIVABLES> 7
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,025
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,025
<CURRENT-LIABILITIES> 14
<BONDS> 0
<COMMON> 20
0
0
<OTHER-SE> 1,991
<TOTAL-LIABILITY-AND-EQUITY> 2,025
<SALES> 0
<TOTAL-REVENUES> 114
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 89
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25
<INCOME-TAX> 0
<INCOME-CONTINUING> 25
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25
<EPS-PRIMARY> .01
<EPS-DILUTED> 0
</TABLE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(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 August 31, 1995
[ ] Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from __________ to __________.
Commission File Number 0-10093
AMERICAN METALS SERVICE, INC.
(Exact name of small business issuer in its charter)
Florida 59-1224913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
376 Main Street, P. O. Box 74, Bedminster, New Jersey 07921
(Address of principal executive offices)
Issuer's telephone number: (908) 234-0078
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
(Title of class)
Check whether issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 _____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB [ X ]
Issuer's revenues for the fiscal year ended August 31, 1995 were
approximately $114,000.
As of October 31, 1995, there were 1,959,443 shares of the registrant's
common stock, $.01 par value, issued and outstanding.
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of October 31, 1995, was approximately $870,000.
Transitional Small Business Disclosure Format Yes No X
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
- - -------
Until the fourth quarter of the fiscal year ended August 31, 1992, American
Metals Service, Inc. (the "Company") was engaged in the wholesale distribution
of aluminum alloys, steel and other specialty metals. The Company has liquidated
the assets of this business and is seeking the acquisition of an operating
business.
The Company was incorporated in 1968 under the laws of the State of
Florida. Its executive offices were located in Miami, Florida until September
1992 when such offices were relocated to Bedminster, New Jersey.
The Company intends to redeploy its assets into an operating business. The
Company is not currently a party to any understandings or agreements regarding
an acquisition, merger or similar business combination or transaction.
Asset Value Holdings, Inc. ("AVH")
- - ----------------------------------
AVH, a Delaware corporation, is wholly-owned by Asset Value Fund Limited
Partnership, a New Jersey limited partnership ("Asset Value"), which is engaged
in investing in securities. The sole general partner of Asset Value is Asset
Value Management, Inc., a Delaware corporation, which is a wholly-owned
subsidiary of Kent Financial Services, Inc., a Delaware corporation ("Kent").
Kent's principal business is the operation of its wholly-owned subsidiary, T. R.
Winston & Company, Inc. ("Winston"), a securities broker-dealer registered with
the National Association of Securities Dealers, Inc. and Asset Value. Until
December 1994, the Company was a majority-owned subsidiary of AVH. Through a
series of upstream transactions, AVH distributed approximately 88% of its
ownership interest in the Company to Kent, which, in turn, distributed such
shares to its stockholders.
Employees
- - ---------
On August 31, 1995, the Company had no employees. Certain administrative
functions for the Company are performed by Kent personnel.
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended August 31, 1995.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company is traded on the OTC Bulletin Board, and
quotations are available through the National Quotation Bureau.
The table below lists the high and low bid prices for the Common Stock as
reported by the National Quotation Bureau for the Company's last two fiscal
years. Bid prices represent prices between broker-dealers and do not include
retail mark-ups and mark-downs or any commission to broker-dealers. In addition,
these prices do not necessarily reflect actual transactions.
<TABLE>
<CAPTION>
Fiscal Year Ended
August 31, 1995
Quarter High Bid Low Bid
------- -------- --------
<S> <C> <C>
First $ .72 $ .6875
Second .70 .6875
Third .73 .70
Fourth .71 .70
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended
August 31, 1994
Quarter High Bid Low Bid
------- -------- --------
<S> <C> <C>
First $ .75 $ .6875
Second .75 .6875
Third .75 .70
Fourth .75 .6875
</TABLE>
As of October 31, 1995, there were approximately 5,100 shareholders of
record. The Company has not paid any cash dividends on the Common Stock since
its organization. The Board of Directors has no present plans for the payment of
dividends.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Distribution
- - ----------------
On December 15, 1994, the indirect parent company of American Metals
Service, Inc. (the "Company"), Kent Financial Services, Inc. ("Kent"),
distributed to its shareholders of record on December 12, 1994, approximately
1.1 million shares of the Company's common stock (the "Distribution"). An
indirect, wholly-owned subsidiary of Kent and certain of Kent's affiliates own
approximately 37% of the Company's outstanding common stock.
Results of Operations
- - ---------------------
As described in Note 1 of Notes to Financial Statements, the Company's
former operations were discontinued in the fiscal year ended August 31, 1992.
The Company has liquidated its assets and is seeking an acquisition of or merger
with an operating business. The Company is not currently a party to any
understandings or agreements regarding any acquisition, merger or similar
business combination or transaction.
<PAGE>
In the interim, available cash is being invested in interest-bearing
deposits and in U.S. Treasury securities. Cash and cash equivalents at August
31, 1995 were approximately $2.0 million and the Company has no funded debt.
Included in cash and cash equivalents were $1.975 million of U.S. Treasury bills
which have maturities through November 1995 and yields ranging between 5.56% and
5.73%.
For the year ended August 31, 1995, interest income of $110,000 was earned
on U.S. Treasury securities, compared to $66,000 in the previous fiscal year.
The increase in interest income was due principally to higher market interest
rates. Other income of approximately $4,000 for the year ended August 31, 1995
and $8,000 in the prior fiscal year represents principally the collection of
previously written-off receivables from the liquidation of the Company's former
business.
General and administrative expense was $89,000 and $77,000 for the fiscal
years ended August 31, 1995 and 1994, respectively. As more fully described in
Note 3 of Notes to Financial Statements, an allowance for doubtful collection of
$184,000 was established on a note receivable to an unrelated third party in the
fiscal year ending August 31, 1993. This allowance was increased by $50,000 in
the fiscal year ending August 31, 1994, resulting in a charge to earnings of the
same amount. In the fiscal year ended August 31, 1995, a management fee of
$50,000 was charged to the Company by Kent. This fee was for corporate
governance, financial management, and accounting services and was based on
Kent's estimated costs. Management believes the cost allocation is reasonable
under the circumstances, especially in light of the Distribution. Other general
and administrative expenses included insurance premium costs on the Company's
liability policies, fees in connection with reviewing potential acquisition
candidates and legal and audit fees.
Liquidity and Capital Resources
- - -------------------------------
As of August 31, 1995, the Company's working capital was approximately $2.0
million. The Company believes its cash and cash equivalents are adequate for its
remaining business activities and for the costs of seeking an acquisition of an
operating business.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS:
Report of Independent Accountants
Balance Sheet at August 31, 1995
Statements of Operations
for the years ended August 31, 1995 and 1994
Statements of Stockholders' Equity for the
years ended August 31, 1995 and 1994
Statements of Cash Flows for the years ended
August 31, 1995 and 1994
Notes to Financial Statements
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of American Metals Service, Inc.:
We have audited the accompanying balance sheet of American Metals Service,
Inc. as of August 31, 1995, and the related statements of operations,
stockholders' equity and cash flows for the years ended August 31, 1995 and
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Metals Service,
Inc. as of August 31, 1995 and the results of its operations and cash flows for
the years ended August 31, 1995 and 1994 in conformity with generally accepted
accounting principles.
Princeton, New Jersey
November 15, 1995
<PAGE>
AMERICAN METALS SERVICE, INC.
BALANCE SHEET
($000 Omitted)
<TABLE>
<CAPTION>
August 31,
1995
---------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,018
Accrued interest receivable 7
--------
Total current assets $ 2,025
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities $ 14
--------
Total current liabilities 14
--------
Stockholders' equity:
Common stock, $.01 par value, 6,000,000 shares
authorized, 1,959,489 issued and outstanding 20
Additional capital in excess of par value 3,062
Accumulated deficit ( 1,071)
--------
Total stockholders' equity 2,011
--------
Total liabilities and stockholders' equity $ 2,025
========
</TABLE>
See accompanying notes
to financial statements.
<PAGE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF OPERATIONS
($000 Omitted, except per share data)
<TABLE>
<CAPTION>
Year Ended August 31,
-------------------------
1995 1994
-------- -------
<S> <C> <C>
Revenues:
Interest income $ 110 $ 66
Other income 4 8
------- -------
114 74
------- -------
General and administrative
expense 89 77
------- -------
Operating income (loss) 25 ( 3)
------- -------
Nonrecurring item:
Income from liquidation of United
Kingdom subsidiary - 6
------- -------
Income before income taxes 25 3
Income taxes - -
------- -------
Net income $ 25 $ 3
======= =======
Net income per common share $ .01 $ -
======= =======
Weighted average number of shares
outstanding 1,960 1,960
======= =======
</TABLE>
See accompanying notes
to financial statements.
<PAGE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
($000 Omitted)
<TABLE>
<CAPTION>
Additional
Common Stock Capital in Total
-------------------- Excess of Accumulated Stockholders'
Shares Par Value Par Value Deficit Equity
------ --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at
August 31,
1993 1,960 $ 20 $3,062 ($1,099) $ 1,983
Net income - - - 3 3
Balance at
August 31,
----- ---- ------ ------ -------
1994 1,960 $ 20 3,062 ($1,099) 1,986
Net income - - - 25 25
Balance at
August 31,
----- ---- ------ ------ -------
1995 1,960 $ 20 $3,062 ($1,071) $ 2,011
===== ==== ====== ====== =======
</TABLE>
See accompanying notes to financial statements.
<PAGE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF CASH FLOWS
($000 Omitted)
<TABLE>
<CAPTION>
For the year ended August 31,
1995 1994
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities $ 10 $ 21
------- -------
Cash flows from investing activities:
Receipts from liquidation of unconsolidated
foreign subsidiary - 57
U.S. Treasury securities transactions 1,580 ( 1,580)
------- -------
Net cash provided by (used in)
investing activities 1,580 ( 1,523)
------- -------
Net increase (decrease) in cash and cash
equivalents 1,590 ( 1,502)
Cash and cash equivalents at beginning
of year 428 1,930
------- -------
Cash and cash equivalents at end of year $ 2,018 $ 428
======= =======
Reconciliation of net income to net
cash provided by operating activities:
Net income $ 25 $ 3
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for doubtful collection - 50
Gain on liquidation of United
Kingdom subsidiary - ( 6)
(Increase) decrease in other assets ( 2) 3
Decrease in accrued liabilities ( 13) ( 29)
------- -------
Net cash provided by operating activities $ 10 $ 21
======= =======
</TABLE>
See accompanying notes
to financial statements.
<PAGE>
AMERICAN METALS SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - CORPORATE OPERATIONS
American Metals Service, Inc. (the "Company") has liquidated its operating
assets and is seeking the acquisition of an operating business. Until the fourth
quarter of fiscal 1992, the Company was engaged in the wholesale distribution of
aluminum alloys, steel and other specialty metals.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
- - ----------------
The Company considers all investments purchased with an original maturity
of three months or less to be cash equivalents.
Net Income Per Common Share
- - ---------------------------
Net income per common share is calculated based on the weighted average
number of common shares outstanding during each year. The effect of outstanding
stock options is antidilutive.
NOTE 3 - NOTE RECEIVABLE
On December 3, 1992, the Company loaned $250,000 to an unrelated, privately
owned corporation (the "Borrower"). The loan carried interest at 18%, was
collateralized by a security interest in the Borrower's accounts receivable and
inventory and was guaranteed by the Borrower's sole stockholder and his wife
("Guarantors"). Management of the Company was engaged in acquisition discussions
with the Borrower at the time of the loan, but such discussions were
subsequently terminated. The loan matured on April 3, 1993, and the Borrower
advised the Company that it was unable to pay the principal amount. On June 16,
1993, the Borrower filed a petition for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court in the District of Nevada,
and subsequently the Guarantors also filed under Chapter 11. The Company
evaluated the collateral, and based on its evaluation, determined to provide an
allowance for collectibility of approximately $184,000 for the fiscal year ended
August 31, 1993 and an additional $50,000 in the fiscal year ended August 31,
1994.
<PAGE>
NOTE 4 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting For Income Taxes" ("SFAS 109") in the fiscal year ended August 31,
1994. SFAS 109 required the Company to adopt the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for the tax consequences of "temporary differences"
by applying enacted statutory tax rates applicable to future years to
differences between the financial statement carrying amounts and the tax bases
of existing assets and liabilities. At the adoption date of SFAS 109 (September
1, 1993), the net deferred tax asset of the Company was composed principally of
the tax effects of net operating loss carryforwards. Due to the uncertainty of
realizing this asset, a valuation allowance of an equal amount was established.
There was no cumulative effect for the change in the method of accounting for
income taxes and the adoption of SFAS 109 had no significant impact on the
Company's financial position, results of operations or cash flows.
At August 31, 1995, the Company had net operating loss carryforwards
("NOLs") for income tax purposes of approximately $4.1 million available to
offset future U.S. taxable income. Because of the substantial change in the
Company's ownership in fiscal 1992, a substantial portion of the pre-change net
operating losses of the Company may be deferred, by virtue of the Internal
Revenue Code ("IRC") Section 382 limitation, beyond the 15-year carryover period
allowed under IRC Section 172 and, thereby, lost to the Company. This limitation
should not affect the Company's future provisions for payments of Federal income
tax unless the Company's operations produce significantly increased amounts of
annual pre-tax accounting income or taxable income.
The NOLs expire beginning in the year 2000.
The tax effects of significant items composing the Company's net deffered
tax asset as of August 31, 1995 are as follows (in $000):
<TABLE>
<S> <C>
Deferred tax asset
Federal NOLs $ 1,397
State NOLs 16
-------
$ 1,413
=======
Valuation allowance ($1,413)
=======
Net deferred tax asset $ -
=======
</TABLE>
<PAGE>
The Company's effective tax rate differs from the federal statutory rate
due to the write-off for income tax purposes of the note receivable described in
Note 3 of Notes to Financial Statements for the fiscal year ended August 31,
1995 and the utilization of NOLs in the fiscal year ended August 31, 1994.
NOTE 5 - STOCK OPTION PLANS
In August 1983, the Company adopted an incentive stock option plan covering
100,000 shares exercisable for a period of ten years from the date of grant.
There were no options granted, exercised or cancelled under the incentive stock
option plan in the fiscal years ended August 31, 1995 and 1994. One hundred
thousand shares were available for grant at August 31, 1995.
On January 4, 1993, the Board of Directors granted to one of the Company's
officers (currently a director) a non-qualified option to purchase 20,000 shares
of the Company's common stock at $.80 per share (the market value on the date of
grant). The option has a term of five years and is currently exercisable.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company retains the firm of Rosenman & Colin for certain legal
services. The wife of the Chairman of the Board and President is an attorney in
that firm and has billed the Company $12,000 for each of the fiscal years ended
August 31, 1995 and 1994.
The Company paid a management fee to Kent Financial Services, Inc. ("Kent")
of $50,000 in 1995 for management services performed for the Company by Kent
personnel. These services included corporate governance, financial management,
and accounting services. Kent is the indirect parent of Asset Value Holdings,
Inc., which was the beneficial owner of 12% of the Company's common stock at
August 31, 1995. This fee was based on Kent's estimated costs, and the Company
believes the cost allocation is reasonable under the circumstances.
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
<PAGE>
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table provides information with respect to current Directors
and executive officers of the Company:
<TABLE>
<CAPTION>
Position and Office Director
Name Age Presently Held with Company Since
---- --- --------------------------- --------
<S> <C> <C> <C>
Paul O. Koether 59 Chairman, President and 1992
Director
John W. Galuchie, Jr. 42 Vice President, Treasurer 1992
and Director
Mark W. Jaindl 35 Director 1992
</TABLE>
Paul O. Koether is principally engaged in the following businesses: (i) as
Chairman and director since July 1987 and President since October 1990 of Kent
Financial Services, Inc. ("Kent") and the general partner since 1990 of Shamrock
Associates, an investment partnership which is the principal stockholder of Kent
and (ii) various positions with affiliates of Kent, including Chairman since
1990 and a registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston"), a retail broker-dealer, and since July 1992 as Chairman, President
and director of the Company. Mr. Koether also has been Chairman since April
1988, President since April 1989 and a director since March 1988 of Pure World,
Inc. ("Pure World"), and for more than five years, the Chairman and President of
Sun Equities Corporation ("Sun"), a private, closely-held corporation which is
Pure World's principal stockholder. Until August 1994, when it sold its majority
ownership to an unaffiliated party, Pure World operated as a real estate asset
manager through its wholly-owned subsidiary, NorthCorp Realty Advisors, Inc.
("NorthCorp"). Prior to its sale, Mr. Koether also served as Chairman and a
director of NorthCorp. Since December 1994, Mr. Koether has been a director of
Madis Botanicals, Inc. ("Madis"), a majority-owned subsidiary of Pure World, and
since January 1995, its Chairman. Madis is a manufacturer of natural products.
John W. Galuchie, Jr., a certified public accountant, is principally
engaged in the following businesses: (i) the Company as Vice President,
Treasurer and a director since July 1992; (ii) Pure World, as Executive Vice
President since April 1988, director from January 1990 until October 1994 and
for more than five years as Vice President and director of Sun; (iii) Crown
NorthCorp, Inc., the successor corporation to NorthCorp, as director since June
1992; (iv) Kent, in various executive positions since 1986 and a director from
June 1989 until August 1993; (v) Winston, as President since January 1990 and
director since September 1989; and (vi) Edudata Corporation, a public company,
which is seeking to redeploy its assets, in various executive positions since
February 1983, including director since July 1988.
<PAGE>
Mark W. Jaindl has served as a director of the Company since July 1992 and
Vice President and Secretary from July 1992 until June 1995. He has also been a
Senior Vice President from June 1992 until June 1995 of Pure World and a
director since October 1994. Mr. Jaindl was a director of NorthCorp from June
1992 until September 1994 and was Interim President of NorthCorp from February
1994 until August 1994. From October 1991 to June 1992, he was self-employed as
an investment consultant. From May 1982 to October 1991, and again since June
1995, he served as Chief Financial Officer of Jaindl Farms which is engaged in
diversified businesses, including the operation of a 10,000 acre turkey farm, a
mobile home park, a John Deere dealership and a grain operation. Mr. Jaindl also
served as the Chief Financial Officer of Jaindl Land Company, a developer of
residential, commercial and industrial properties in eastern Pennsylvania.
ITEM 10. EXECUTIVE COMPENSATION
The Company did not pay compensation to any of its executive officers,
including the Chief Executive Officer, for the last three fiscal years.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock
as of October 31, 1995, by each person who was known by the Company to
beneficially own more than 5% of the Common Stock, by each director who owns
shares of Common Stock and by all directors and officers as a group:
<TABLE>
<CAPTION>
Number of Shares Approximate
Name and Address of Common Stock Percent
of Beneficial Owner Beneficially Owned(1) of Class
- - ------------------- ------------------ -----------
<S> <C> <C>
Asset Value Holdings, Inc.
376 Main Street
Bedminster, N.J. 07921 234,876 11.87%
Shamrock Associates
56 Pennbrook Road
Far Hills, N.J. 07931 652,346 (2) 32.95%
Paul O. Koether
56 Pennbrook Road
Far Hills, N.J. 07931 710,441 (3) 35.89%
John W. Galuchie, Jr.
376 Main Street
Bedminster, N.J. 07921 239,876 (4) 12.12%
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA 18069 20,000 (5) 1.01%
All directors and officers
as a group (4 persons) 736,441 (5)(6) 37.19%
</TABLE>
- - -----------------------------
(1) The beneficial owner has both sole voting and sole investment powers with
respect to these shares except as set forth below.
(2) Reflects 234,876 shares of common stock held by AVH. Shamrock
Associates, as the ultimate parent of AVH, disclaims beneficial ownership of
these shares.
<PAGE>
(3) Includes 417,470 shares beneficially owned by Shamrock Associates. As
the general partner of Shamrock, Mr. Koether may be deemed to own these shares
beneficially. Includes 234,876 shares held by Asset Value. As Chairman,
President and Director of Asset Value, Mr. Koether may be deemed to be the
beneficial owner of the shares owned by Asset Value. Includes 14,166 shares
owned by Sun Equities Corporation, a private corporation of which Mr. Koether is
the Chairman and a principal stockholder. Includes 1,666 shares held by Mr.
Koether's Keogh Plan and 875 shares held in trust for the benefit of Mr.
Koether's daughter for which Mr. Koether acts as the sole trustee. Mr. Koether
is also a limited partner of Shamrock and may be deemed to own beneficially that
percentage of the shares owned by Shamrock represented by his partnership
percentage. Mr. Koether disclaims beneficial ownership of such shares.
(4) Reflects 234,876 shares of common stock held by AVH. As Treasurer,
Secretary and Director of Asset Value, Mr. Galuchie may be deemed to be the
beneficial owner of the shares owned by Asset Value. Mr. Galuchie disclaims
beneficial ownership of the shares.
(5) Included in the number of shares beneficially owned are shares subject
to options held by Mr. Jaindl which are currently exercisable or becoming
exercisable.
(6) Reflects 736,441 shares of common stock held by Shamrock, AVH, and
beneficially owned by Messrs. Koether and Galuchie (see Notes 2 and 3).
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No information is required to be reported under this item.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(a) Articles of Incorporation and any amendments thereto,
incorporated herein by reference to the Company's Registration Statement on Form
S-11 and Exhibits thereto filed with the Securities and Exchange Commission on
August 28, 1980, Registration No. 2-69018.
3(b) By-laws of the Company, as amended through January 31, 1990,
incorporated herein by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1990, Commission File No. 0-10093.
27 Financial Data Schedule.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the fourth quarter
covered by this Annual Report on Form 10-KSB.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN METALS SERVICE, INC.
DATED: NOVEMBER 27, 1995 BY: /S/ PAUL O. KOETHER
CHAIRMAN OF THE BOARD AND PRESIDENT
(PRINCIPAL EXECUTIVE OFFICER)
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
DATED: NOVEMBER 27, 1995 /S/ PAUL O. KOETHER
CHAIRMAN OF THE BOARD, PRESIDENT AND
DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
DATED: NOVEMBER 27, 1995 /S/ MARK W. JAINDL
DIRECTOR
DATED: NOVEMBER 27, 1995 /S/ JOHN W. GALUCHIE, JR.
VICE PRESIDENT, TREASURER AND DIRECTOR
DATED: NOVEMBER 27, 1995 /S/ MARK KOSCINSKI
VICE PRESIDENT AND SECRETARY
(PRINCIPAL ACCOUNTING AND FINANCIAL
OFFICER)
