<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, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000319016
<NAME> AMERICAN METALS SERVICE, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<CASH> 2,090
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,090
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,090
<CURRENT-LIABILITIES> 25
<BONDS> 0
0
0
<COMMON> 20
<OTHER-SE> 2,045
<TOTAL-LIABILITY-AND-EQUITY> 2,090
<SALES> 0
<TOTAL-REVENUES> 135
<CGS> 0
<TOTAL-COSTS> 81
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 54
<INCOME-TAX> 0
<INCOME-CONTINUING> 54
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54
<EPS-PRIMARY> .03
<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, 1996
[ ] 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.
YES X NO
ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED AUGUST 31, 1996 WERE APPROXIMATELY
$135,000.
AS OF OCTOBER 31, 1996, THERE WERE 1,958,983 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, 1996, WAS APPROXIMATELY $995,000.
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 its business and is seeking the acquisition of an operating
business. 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 busniess combination or transcation.
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.
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. At October 31, 1996, AVH and certain affilates own
approximately 41% of the Company's outstanding common stock.
EMPLOYEES
On August 31, 1996, the Company had no employees. Certain administrative
functions for the company are performed by Kent personnel.
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, 1996.
<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 in 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, 1996
--------------------
Quarter High bid Low bid
------- -------- -------
<S> <C> <C>
First $ .71 $ .60
Second .66 .60
Third .70 .64
Fourth .77 .70
</TABLE>
<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>
As of October 31, 1996, there were approximately 5,000 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.
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
The Distribution
- ----------------
On December 15, 1994, 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 41% of the Company's outstanding
common stock.
Results of Operations
- ----------------------
As described in Note 1 of Notes to Consolidated 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 arrangements regarding any acquisition, merger or similar
business combination or transaction.
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, 1996 were approximately $2.1 million and the Company has no funded debt.
Included in cash and cash equivalents were $2.0 million of U.S. Treasury bills
which have maturities through November 1996 and yields ranging between 5.17% and
5.30%.
For the year ended August 31, 1996, interest income of $105,000 was earned
on U.S. Treasury securities, compared to $110,000 in the previous fiscal year.
The decrease in interest income was due principally to lower market interest
rates. Other income of approximately $30,000 for the year ended August 31, 1996
and $4,000 in the prior fiscal year represent principally the collection of
previously written-off receivables from the liquidation of the Company's former
business and the partial collection of a loan receivable, also previously
written-off. See Note 3 of Notes to Financial Statements for additional
information.
General and administrative expense was $81,000 and $89,000 for the fiscal
years ended August 31, 1996 and 1995, respectively. Included in general and
administrative expense is a management fee of $50,000 that was charged to the
Company by Kent in each of the fiscal years ended August 31, 1996 and 1995. 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, 1996, the Company's working capital was approximately $2.1
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 Public Accountants
Balance Sheet at August 31, 1996
Statements of Operations
for the years ended August 31, 1996 and 1995
Statements of Stockholders' Equity for the
years ended August 31, 1996 and 1995
Statements of Cash Flows for the years ended
August 31, 1996 and 1995
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, 1996 and the related statements of operations,
stockholders' equity and cash flows for the years ended August 31, 1996 and
1995. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American Metals
Service, Inc. as of August 31, 1996 and the results of its operations and cash
flows for the years ended August 31, 1996 and 1995 in conformity with generally
accepted accounting principles.
Princeton, New Jersey
November 15, 1996
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
BALANCE SHEET
($000 Omitted)
August 31,
1996
----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,090
-------
Total current assets $ 2,090
=======
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accrued liabilities $ 25
-------
Total current liabilities 25
-------
Stockholders' equity:
Common stock, $.01 par value, 6,000,000
shares authorized, 1,959,116
issued and outstanding 20
Additional capital in excess of par value 3,062
Accumulated deficit ( 1,017)
-------
Total stockholders' equity 2,065
-------
Total liabilities and stockholders'
equity $ 2,090
=======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
STATEMENT OF OPERATIONS
($000 Omitted, except per share data)
Year Ended August 31,
1996 1995
------- -------
<S> <C> <C>
Revenues:
Interest income $ 105 $ 110
Other income 30 4
------- -------
135 114
------- -------
General and administrative
expense 81 89
------- -------
Operating income 54 25
------- -------
Income before income taxes 54 25
Income taxes - -
------- -------
Net income $ 54 $ 25
======= =======
Net income per common share $ .03 $ .01
======= =======
Weighted average number of shares
outstanding 1,959 1,959
======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(000 Omitted)
Additional
Capital in Total
Common Stock Excess of Accumulated Stockholders'
---------------------- Par Value Deficit Equity
Shares Par Value --------- ----------- --------------
------ ---------
<S> <C> <C> <C> <C> <C>
Balance at
August 31,
1994 1,959 $ 20 $ 3,062 ($ 1,096) $ 1,986
Net income - - - 25 25
Balance at
August 31, ----- ------ ------- ------- -------
1995 1,959 20 3,062 ( 1,071) 2,011
Net income - - - 54 54
Balance at
August 31, ----- ------ ------- ------- -------
1996 1,959 $ 20 $ 3,062 ( $ 1,017) $ 2,065
===== ====== ======= ======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF CASH FLOWS
($000 Omitted)
For the year ended August 31,
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by
operating activities $ 65 $ 12
-------- --------
Cash flows from investing activities:
U.S. Treasury securities
transactions $ - 1,580
-------- --------
Net cash provided by investing
activities - 1,580
-------- --------
Net increase in cash and
cash equivalents 65 1,592
Cash and cash equivalents at beginning
of year 2,025 433
-------- --------
Cash and cash equivalents at end
of year 2,090 2,025
======== ========
Reconciliation of net income to net
cash provided by operating
activities:
Net income $ 54 $ 25
Adjustments to reconcile net income
to net cash provided by operating
activities:
(Decrease) increase in accrued
liabilities 11 ( 13)
-------- --------
Net cash provided by operating
activities $ 65 $ 12
======== ========
See accompanying notes to financial statements.
</TABLE>
<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 U.S. Treasury securities 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.
Basis of Presentation
- ---------------------
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent liabilities and assets at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Reclassifications
- -----------------
Certain reclassifications have been made to prior year's financial
statements to conform to the current year's presentation.
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, provided an allowance for
collectibility for the outstanding balance. During the fiscal year ended August
31, 1996 the Company recorded $30,000 of other income by the sale of assets of
the bankrupt borrower.
<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 basis
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.
At August 31, 1996, the Company had net operating loss carryforwards
("NOLs") for income tax purposes of approximately $3.8 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 Section 382 of the
Internal Revenue Code ("IRC"), beyond the 15-year carryover period allowed under
IRC Section 172 and, therefore, 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 deferred
tax asset as of August 31, 1996 are as follows (in $000):
<TABLE>
<S> <C>
Deferred tax asset:
Federal NOLs $ 1,293
=======
Valuation allowance ($ 1,293)
=======
Net deferred tax asset $ -
=======
</TABLE>
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, 1996 and 1995. One hundred
thousand shares were available for grant at August 31, 1996.
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.
<PAGE>
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 of counsel to
that firm and has billed the Company approximately $1,000 and $12,000 for each
of the fiscal years ended August 31, 1996 and 1995 respectively.
The Company paid a management fee to Kent of $50,000 in 1996 and 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 14% of the Company's common stock at August 31, 1996. 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>
<S> <C> <C> <C>
Position and Office Director
Name Age Presently Held with Company Since
- -------------------- --- --------------------------- ------
Paul O. Koether 60 Chairman, President and 1992
Director
John W. Galuchie, Jr. 43 Vice President, Treasurer 1992
and Director
Mark W. Jaindl 36 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 had 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) Kent, in
various executive positions since 1986 and a director from June 1989 until
August 1993; (iv) Winston, as President since January 1990 and director since
September 1989. Mr. Galuchie served as a director of Crown NorthCorp, Inc., the
successor corporation to NorthCorp from June 1992 to August 1996.
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 12,000 acre turkey farm, a
John Deere dealership and a grain operation. Mr. Jaindl also serves as the Chief
Financial Officer of Jaindl Land Company, a developer of residential, commercial
and industrial properties in eastern Pennsylvania.
<PAGE>
Item 10. EXECUTIVE COMPENSATION
----------------------
The Company did not pay compensation to any of its executive officers,
including the Chief Executive Officer, for the last four fiscal years.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth the beneficial ownership of the Common Stock
of the Company as of October 31, 1996, 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, NJ 07921 286,392 14.48%
Shamrock Associates
211 Pennbrook Road
Far Hills, NJ 07931 703,862(2) 35.56%
Paul O. Koether
211 Pennbrook Road
Far Hills, NJ 07931 781,957(3) 39.51%
John W. Galuchie, Jr.
376 Main Street
Bedminster, NJ 07921 291,392(4) 14.72%
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA 18069 20,000(5) 1.01%
All directors and officers
as a group (4 persons) 807,957(5)(6) 40.83%
- ------------------------------
</TABLE>
(1) The beneficial owner has both sole voting and sole investment powers with
respect to these shares except as set forth in this footnote or in other
footnotes below.
(2) Reflects 286,392 shares of common stock held by AVH. Shamrock Associates,
as the ultimate parent of AVH, disclaims beneficial ownership of these
shares.
(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 286,392 shares held by 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 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. Includes 20,000 shares owned by Mr. Koether's
wife, 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 286,392 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 786,957 shares of common stock held by Shamrock and AVH, and
beneficially owned by Messrs. Koether and Galuchie (see Notes 2 and 3).
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
No information is required to reported under this item.
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.
/s/ Paul O. Koether
Dated: November 25, 1996 By: -------------------------------
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.
/s/ Paul O. Koether
Dated: November 25, 1996 -------------------------------
Paul O. Koether
Chairman of the Board,
President and Director
(Principal Executive Officer)
/s/ John W. Galuchie, Jr.
Dated: November 25, 1996 -------------------------------
John W. Galuchie, Jr.
Vice President, Treasurer
and Director
/s/ Mark W. Jaindl
Dated: November 25, 1996 -------------------------------
Mark W. Jaindl
Director
/s/ Mark Koscinski
Dated: November 25, 1996 -------------------------------
Mark Koscinski
Vice President and Secretary
(Principal Accounting and
Financial Officer)
