<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, 1997
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-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> AUG-31-1997
<CASH> 2,111
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,111
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,111
<CURRENT-LIABILITIES> 8
<BONDS> 0
0
0
<COMMON> 20
<OTHER-SE> 2,083
<TOTAL-LIABILITY-AND-EQUITY> 2,111
<SALES> 0
<TOTAL-REVENUES> 104
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 58
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 46
<INCOME-TAX> 0
<INCOME-CONTINUING> 46
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</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, 1997
[ ] 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, 1997 were
approximately $104,000.
As of October 31, 1997, there were 1,950,486 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, 1997, was approximately $1,065,000.
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 business combination or transaction.
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 Dealer, 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 (the "Distribution"). At October 31, 1997, AVH and
certain affiliates own approximately 42.21% of the Company's outstanding common
stock.
Employees
- ---------
On August 31, 1997, 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, 1997.
<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, 1997
-----------------
Quarter High Bid Low Bid
------ -------- -------
<S> <C> <C>
First $ .90 $ .82
Second .90 .88
Third .88 .80
Fourth .80 .80
</TABLE>
<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>
As of September 30, 1997, there were approximately 4,900 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
- ------ ---------------------------------------------------------
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, 1997 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 1997 and yields ranging between 5.07% and
5.31%.
For the year ended August 31, 1997, interest income of $104,000 was earned
on U.S. Treasury securities, compared to $105,000 in the previous fiscal year.
The decrease in interest income was due principally to slightly lower market
interest rates. Other income of approximately $30,000 in the prior fiscal year
represents principally the partial collection of a loan receivable previously
written-off. See Note 3 of Notes to Financial Statements for additional
information.
General and administrative expense was $58,000 and $81,000 for the fiscal
years ended August 31, 1997 and 1996, 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, 1997 and 1996. 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 and other expenses incurred in connection
with reviewing potential acquisition candidates and legal and audit fees.
Liquidity and Capital Resources
- -------------------------------
As of August 31, 1997, the Company had cash and cash equivalents of
approximately $2.1 million. The Company had net working capital of approximately
$2.1 million at the same date. The Company believes its cash and cash
equivalents are sufficient for its remaining business activities and for the
costs of seeking an acquisition of an operating business.
During the fiscal year ended August 31, 1997 the Company repurchased 8,551
shares of its common stock for an aggregate cost of $7,274. All shares acquired
were purchased at market prices and have been returned to the status of
authorized and unissued shares.
<PAGE>
Item 7. FINANCIAL STATEMENTS:
- ------- ---------------------
Report of Independent Public Accountants
Balance Sheet at August 31, 1997
Statements of Operations
for the years ended August 31, 1997 and 1996
Statements of Stockholders' Equity for the
years ended August 31, 1997 and 1996
Statements of Cash Flows for the years ended
August 31, 1997 and 1996
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, 1997 and the related statements of operations, stockholders'
equity and cash flows for the years ended August 31, 1997 and 1996. 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 consolidated financial position of American Metals
Service, Inc. as of August 31, 1997 and the results of its operations and cash
flows for the years ended August 31, 1997 and 1996 in conformity with generally
accepted accounting principles.
/s/ Bederson & Company LLP
---------------------------
West Orange, New Jersey
November 5, 1997
<PAGE>
<TABLE>
AMERICAN METALS SERVICE, INC.
BALANCE SHEET
($000 Omitted)
<CAPTION>
August 31,
1997
-----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,111
-------
Total current assets $ 2,111
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities $ 8
-------
Total current liabilities 8
-------
Stockholders' equity:
Common stock, $.01 par value, 6,000,000
shares authorized, 1,950,565
outstanding 20
Additional capital in excess of par value 3,054
Accumulated deficit ( 971)
-------
Total stockholders' equity 2,103
-------
Total liabilities and stockholders'
equity $ 2,111
=======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF OPERATIONS
($000 Omitted, except per share data)
<CAPTION>
Year Ended August 31,
------------------------
1997 1996
------- -------
<S> <C> <C>
Revenues:
Interest income $ 104 $ 105
Other income - 30
------- -------
104 135
------- -------
General and administrative
expense 58 81
------- -------
Income before income taxes 46 54
Income taxes - -
------- -------
Net income $ 46 $ 54
======= =======
Net income per common share $ .02 $ .03
======= =======
Weighted average number of shares
outstanding 1,956 1,959
======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(000 Omitted)
<CAPTION>
Additional
Capital in Total
Common Stock Excess of Accumulated Stockholders'
Shares Par Value Par Value Deficit Equity
------------------------- --------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
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
------ ------- ------- ------- -------
Repurchase and
cancellation of
common stock ( 8) - ( 8) - ( 8)
Net income - - - 46 46
Balance at
August 31, ------ ------- ------- ------- -------
1997 1,951 $ 20 $ 3,054 ($ 971) $ 2,103
====== ======= ======= ======= =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF CASH FLOWS
($000 Omitted)
<CAPTION>
For the year ended August 31,
-------------------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by
operating activities $ 29 $ 65
-------- --------
Cash flows from financing activities:
Purchase of common stock ( 8) -
-------- --------
Net increase in cash and
cash equivalents 21 65
Cash and cash equivalents at beginning
of year 2,090 2,025
-------- --------
Cash and cash equivalents at end
of year 2,111 2,090
======== ========
Reconciliation of net income to net
cash provided by operating
activities:
Net income $ 46 $ 54
Adjustments to reconcile net income
to net cash provided by operating
activities:
(Decrease) increase in accrued
liabilities ( 17) 11
-------- --------
Net cash provided by operating
activities $ 29 $ 65
======== ========
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.
Basis of Presentation
- ---------------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
NOTE 3 - OTHER INCOME
- ---------------------
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 entire outstanding balance of the loan. During the fiscal
year ended August 31, 1996 the Company recorded $30,000 of other income for the
partial recovery of the loan balance by the sale of assets of the bankrupt
Borrower.
<PAGE>
NOTE 4 - INCOME TAXES
- ---------------------
Statement of Financial Accounting Standards No. 109 "Accounting For Income
Taxes" ("SFAS 109") requires use of 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.
In 1992, the Company experienced a change in control within the meaning of
Internal Revenue Code Section 382. This section limits the amount of income
generated after the change in control that can be offset by net
operating loss carryforwards ("NOLs") that were incurred before the change in
control. Since the Company has not continued its historic business, it cannot
use any of those pre-change losses to offset post-change taxable income.
As a result, approximately $3.8 million of federal NOLs lapsed during fiscal
1997. The 1996 deferred tax asset and associated valuation allowance of
$1,293,000 were accordingly reduced by $1,252,000 to $41,000 at August 31, 1997.
The federal NOLs expire beginning in the year 2011 and the state NOLs beginning
in the year 2003.
The tax effects of significant items composing the Company's net deferred tax
asset as of August 31, 1997 are as follows (in 000's):
<TABLE>
<S> <C>
Deferred tax asset:
Federal NOLs $ 30
State NOLs 11
------
$ 41
Valuation allowance ( 41)
------
Net deferred tax asset $ -
======
</TABLE>
Due to the uncertainty of realizing these deferred tax assets, a valuation
allowance of an equal amount is maintained, resulting in a net deferred tax
asset of zero.
There was no provision for federal or state income taxes for the years ended
August 31, 1997 and 1996 due to the application of NOLs and the write-off for
tax purposes of the note receivable discussed in Note 3 of Notes to Financial
Statements.
NOTE 5 - CAPITAL STOCK
- ----------------------
From time to time since October 1996, the Company's Board of Directors has
authorized the repurchase of the Company's common stock in the open market or in
privately negotiated transactions. All shares acquired through August 31, 1997
have been canceled and returned to the status of authorized but unissued.
<PAGE>
NOTE 6 - 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, 1997 and 1996. One hundred
thousand shares were available for grant at August 31, 1997.
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 7 - 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 for the fiscal year ended August 31,
1996 and zero for the fiscal year ended August 31, 1997.
The Company paid a management fee to Kent Financial Services, Inc. ("Kent") of
$50,000 in 1997 and 1996 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 15% of the Company's common
stock at August 31, 1997. 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.
---------------------
On August 22, 1997, Coopers & Lybrand L.L.P. ("C&L") declined to stand for
reelection as auditors of the financial statements of the Company as of and for
the year ended August 31, 1997, because they no longer are the auditors of an
affiliate of the Company. On August 28, 1997 the Company retained Bederson &
Company LLP ("Bederson"), Certified Public Accountants, as its certifying
accountant for the fiscal year ended August 31, 1997.
No report on the financial statements of the Company issued by C&L during
the last two fiscal years contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or accounting
principles, nor were there any disagreements during the last two fiscal years
and through August 22, 1997, between C&L and the Company concerning any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved would have
required C&L to make reference to the subject matter thereof in connection with
its report. During the last two fiscal years and through August 22, 1997, none
of the events listed in items (1) through (3) of Item 304(b) of Regulation S-B
have occurred; and during such period the Company has not consulted with
Bederson concerning any matter referred to under paragraphs (i) and (ii) of Item
304(a)(2) of Regulation S-B.
<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 61 Chairman, President and 1992
Director
John W. Galuchie, Jr. 44 Vice President, Treasurer 1992
and Director
Mark W. Jaindl 37 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 from April 1989 to February 1997 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 wholly-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.
<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 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. Mr. Jaindl is currently the
Vice Chairman and President of the American Bank of the Lehigh Valley, a
commercial bank located in Allentown, 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 six 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, 1997, 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<F1> of Class
- ------------------- ----------------------- --------------
<S> <C> <C>
Asset Value Holdings, Inc.
376 Main Street
Bedminster, NJ 07921 288,192 14.63%
Shamrock Associates
211 Pennbrook Road
Far Hills, NJ 07931 705,662<F2> 35.81%
Paul O. Koether
211 Pennbrook Road
Far Hills, NJ 07931 805,757<F3> 40.89%
John W. Galuchie, Jr.
376 Main Street
Bedminster, NJ 07921 293,192<F4> 14.88%
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA 18069 20,000<F5> 1.02%
All directors and officers
as a group (4 persons) 831,757<F5><F6> 42.21%
- ------------------------------
<PAGE>
<FN>
<F1> 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.
<F2> Reflects 288,192 shares of common stock held by AVH. Shamrock Associates,
as the ultimate parent of AVH, disclaims beneficial ownership of these
shares.
<F3> 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 288,192 shares held by AVH. Mr. Koether may
be deemed to be the beneficial owner of the shares owned by AVH.
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 and 22,000 shares held in a discretionary account for one of his
brokerage customers. 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.
<F4> Reflects 288,192 shares of common stock held by AVH. Mr. Galuchie
may be deemed to be the beneficial owner of the shares owned by AVH.
Mr. Galuchie disclaims beneficial ownership of the shares.
<F5> Included in the number of shares beneficially owned are shares subject to
options held by Mr. Jaindl which are currently exercisable or becoming
exercisable.
<F6> Reflects 805,757 shares of common stock held by Shamrock and AVH, and
beneficially owned by Messrs. Koether and Galuchie (see Notes 2, 3 and 4).
</FN>
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
No information is required to be 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:
--------------------
On August 28, 1997 the Company filed an 8-K reporting a change in
accountants from Coopers & Lybrand L.L.P. to Bederson & Company LLP. See Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
<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 26, 1997 By:/s/ Paul O. Koether
-----------------------------
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 26, 1997 /s/ Paul O. Koether
-----------------------------
Paul O. Koether
Chairman of the Board,
President and Director
(Principal Executive Officer)
Dated: November 26, 1997 /s/ John W. Galuchie, Jr.
-----------------------------
John W. Galuchie, Jr.
Vice President, Treasurer
and Director
Dated: November 26, 1997 /s/ Mark W. Jaindl
-----------------------------
Mark W. Jaindl
Director
Dated: November 26, 1997 /s/ Mark Koscinski
-----------------------------
Mark Koscinski
Vice President and Secretary
(Principal Accounting and
Financial Officer)
