<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, 1998
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-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> AUG-31-1998
<CASH> 2,151
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,151
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,151
<CURRENT-LIABILITIES> 3
<BONDS> 0
0
0
<COMMON> 20
<OTHER-SE> 2,128
<TOTAL-LIABILITY-AND-EQUITY> 2,151
<SALES> 0
<TOTAL-REVENUES> 104
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 75
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 29
<INCOME-TAX> 0
<INCOME-CONTINUING> 29
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29
<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, 1998
[ ] 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, 1998 were approximately
$104,000.
As of October 31,1998, there were 1,969,958 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 31,1998, was approximately $1,041,000.
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, 1998, AVH and
certain affiliates own approximately 48% of the Company's outstanding common
stock.
Employees
- ---------
On August 31, 1998, 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, 1998.
<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, 1998
---------------------
Quarter High Bid Low Bid
------- -------- -------
<S> <C> <C>
First $1.03 $ .80
Second 1.06 1.03
Third 1.06 1.00
Fourth 1.05 1.00
</TABLE>
<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>
As of September 30,1998, there were approximately 4,800 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 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, 1998 were approximately $2.2 million and the Company has no funded debt.
Included in cash and cash equivalents were $2 million of U.S. Treasury bills
which have maturities through November 12,1998 and yields ranging between 5.073%
and 5.114%. For the year ended August 31, 1998 and 1997, interest income of
$104,000 was earned on U.S. Treasury securities.
General and administrative expense was $75,000 and $58,000 for the fiscal
years ended August 31, 1998 and 1997, 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, 1998 and 1997. 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. 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. The increase in general and administrative expenses was due to
an increase in professional fees and advertising expenses incurred in the search
for an operating business in the fiscal year ended August 31, 1998.
Liquidity and Capital Resources
- -------------------------------
As of August 31, 1998, the Company had cash and cash equivalents and net
working capital of approximately $2.2 million. 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, 1998 the Company repurchased 533
shares of its common stock for an aggregate cost of $545. All shares acquired
were purchased at market prices and have been returned to the status of
authorized and unissued shares. In addition during the fiscal year ended August
31, 1998 the Company issued 20,000 shares of common stock due to the exercise of
stock options by a director of the Company for total proceeds of $17,000.
<PAGE>
Year 2000 Matters
- -----------------
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year. Miscalculations could cause disruptions of operations,
including, among other things, a temporary inability to process transactions or
engage in similar normal business activities.
Management has determined that the Year 2000 Issue will not pose
significant operational problems for its internal computer systems. The Company
uses "off the shelf" accounting software to maintain its accounting system. All
of these software applications are already Year 2000 compliant. The cost of
being Year 2000 compliant was nominal. All costs associated with this conversion
have been expensed as incurred.
<PAGE>
Item 7. FINANCIAL STATEMENTS:
- ------- ---------------------
Report of Independent Public Accountants
Balance Sheet at August 31, 1998
Statements of Operations
for the years ended August 31, 1998 and 1997
Statements of Stockholders' Equity for the
years ended August 31, 1998 and 1997
Statements of Cash Flows for the years ended
August 31, 1998 and 1997
Notes to Financial Statements
<PAGE>
INDEPENDENT AUDITORS' REPORT
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, 1998 and the related statements of operations, stockholders'
equity and cash flows for the years ended August 31, 1998 and 1997. 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, 1998 and the results of its operations and cash flows for the
years ended August 31, 1998 and 1997 in conformity with generally accepted
accounting principles.
/s/ Bederson & Company LLP
Bederson & Company LLP
West Orange, New Jersey
October 5, 1998
<PAGE>
<TABLE>
AMERICAN METALS SERVICE, INC.
BALANCE SHEET
($000 Omitted)
<CAPTION>
August 31,
1998
-----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,151
-------
Total current assets $ 2,151
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities $ 3
-------
Total current liabilities 3
-------
Stockholders' equity:
Common stock, $.01 par value, 6,000,000
shares authorized, 1,970,032
outstanding 20
Additional capital in excess of par value 3,070
Accumulated deficit ( 942)
-------
Total stockholders' equity 2,148
-------
Total liabilities and stockholders'
equity $ 2,151
=======
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,
------------------------
1998 1997
------ ------
<S> <C> <C>
Interest income $ 104 $ 104
General and administrative
expense 75 58
------ ------
Income before income taxes 29 46
Income taxes - -
------ ------
Net income $ 29 $ 46
====== ======
Basic and diluted net income
per common share $ .02 $ .02
====== ======
Weighted average number of shares
outstanding (in 000's) 1,963 1,956
====== ======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
AMERICAN METALS SERVICE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(000 Omitted)
<CAPTION>
Accumulated
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,
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
----- ----- ------ ------ ------
Repurchase and
cancellation of
common stock ( 1) - ( 1) - ( 1)
Issuance of 20 - 17 - 17
common stock
Net income - - - 29 29
Balance at
August 31, ----- ----- ------ ------ ------
1998 1,970 $ 20 $3,070 ($ 942) $2,148
===== ===== ====== ====== ======
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,
------------------------------
1998 1997
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by
operating activities $ 24 $ 29
------ ------
Cash flows from financing activities:
Issuance/purchase of common
stock, net 16 ( 8)
------ ------
Net increase in cash and
cash equivalents 40 21
Cash and cash equivalents at beginning
of year 2,111 2,090
------ ------
Cash and cash equivalents at end
of year $2,151 $2,111
====== ======
Reconciliation of net income to net
cash provided by operating
activities:
Net income $ 29 $ 46
Adjustments to reconcile net income
to net cash provided by operating
activities:
Decrease in accrued
liabilities ( 5) ( 17)
------ ------
Net cash provided by operating
activities $ 24 $ 29
====== ======
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 in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128")
and is based on the weighted average number of shares outstanding. Diluted
earnings per share includes the assumed conversion of shares issuable upon
exercise of options where appropriate. Prior years' earnings per share
information has been restated to comply with the requirements of SFAS No. 128.
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 - 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 federal NOLs expire beginning in the year 2011 and the state NOLs
beginning in the year 2003.
<PAGE>
The tax effects of significant items composing the Company's net deferred
tax asset as of August 31, 1998 are as follows (in $000's):
<TABLE>
<S> <C>
Deferred tax asset:
Federal NOLs $ 37
State NOLs 11
AMT credit carryforward 6
-----
54
Valuation allowance ( 54)
-----
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.
NOTE 4 - 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, 1998
have been canceled and returned to the status of authorized but unissued.
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, or canceled under the incentive stock option plan
in the fiscal years ended August 31, 1998 and 1997. One hundred thousand shares
were available for grant at August 31, 1998. During the fiscal year ended August
31, 1998 the Company issued 20,000 shares of common stock due to the exercise of
stock options by a director of the Company for total proceeds of $17,000.
NOTE 6 - RELATED PARTY TRANSACTIONS
- -----------------------------------
The Company retains the firm of Rosenman & Colin LLP ("R&C") for certain
legal services. The wife of the Chairman of the Board and President is of
counsel to R&C. R&C has billed the Company $5,220 for the fiscal year ended
August 31, 1998, 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 1998 and 1997 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 20% of the Company's common
stock at August 31, 1998. This fee was based on Kent's estimated costs, and the
Company believes the cost allocation is reasonable.
<PAGE>
PART III
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE.
---------------------
None
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 62 Chairman, President and 1992
Director
John W. Galuchie, Jr. 45 Vice President, Treasurer 1992
and Director
Mark W. Jaindl 38 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. In September 1998 Mr. Koether was elected a director and
Chairman of Cortech, Inc. ("Cortech") a Denver-based biopharmaceutical company.
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. In September
1998, Mr. Galuchie was elected a director and President of Cortech.
<PAGE>
Mark W. Jaindl. Since October 1997, Mr. Jaindl has been President and Chief
Executive Officer of the American Bank of the Lehigh Valley, ("American Bank") a
commercial bank located in Allentown, Pennsylvania. He has served as a director
and Vice- chairman of American Bank since June 1997. From May 1982 to October
1991, and again since May 1995, Mr. Jaindl has 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. He also serves as the Chief Financial Officer of Jaindl Land Company,
a developer of residential, commercial and industrial properties in eastern
Pennsylvania. From June 1992 until May 1995 he was Senior Vice President of Pure
World. He was Senior Vice President of Madis from December 1994 until May 1995
and has been a director of Madis since December 1994 and he has served as a
director of the Company since July 1992. 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. Since September 1998, Mr. Jaindl has been a
director and Vice-chairman of Cortech.
Item 10. EXECUTIVE COMPENSATION
- -------- ----------------------
The Company did not pay compensation to any of its executive officers,
including the Chief Executive Officer, for the last seven 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 31,1998, 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 397,666 20.19%
Shamrock Associates
211 Pennbrook Road
Far Hills, NJ 07931 815,136(2) 41.38%
Paul O. Koether
211 Pennbrook Road
Far Hills, NJ 07931 923,231(3) 46.87%
John W. Galuchie, Jr.
376 Main Street
Bedminster, NJ 07921 402,666(4) 20.44%
Mark W. Jaindl
3150 Coffeetown Road
Orefield, PA 18069 20,000 1.02%
All directors and officers
as a group (4 persons) 949,231(5) 48.19%
- ------------------------------
</TABLE>
<PAGE>
(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 397,666 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 397,666 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 30,000 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.
(4) Reflects 397,666 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.
(5) Reflects 949,231 shares of common stock held by Shamrock and AVH, and
beneficially owned by Messrs. Koether and Galuchie (see Notes 2, 3 and
4).
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
-------------------
None
<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, 1998 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 27, 1998 /s/ Paul O. Koether
-----------------------------------
Paul O. Koether
Chairman of the Board,
President and Director
(Principal Executive Officer)
Dated: November 27, 1998 /s/ John W. Galuchie, Jr.
-----------------------------------
John W. Galuchie, Jr.
Vice President, Treasurer
and Director
Dated: November 27, 1998 /s/ Mark W. Jaindl
-----------------------------------
Mark W. Jaindl
Director
Dated: November 27, 1998 /s/ Mark Koscinski
-----------------------------------
Mark Koscinski
Vice President and Secretary
(Principal Accounting and
Financial Officer)
