<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-K/A
AMENDMENT NO. 1
(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: JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER: 0-10937
SUN COAST INDUSTRIES, INC.
(Exact name as registrant as specified in its charter)
DELAWARE 59-1952968
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2700 SOUTH WESTMORELAND AVENUE 75233
DALLAS, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 373-7864
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of exchange on which registered
------------------- ------------------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this 10-K or any amendment to this Form
10-K. [X]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT AT SEPTEMBER 22, 1997 WAS APPROXIMATELY $19,301,000.
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE ONE CENT
($.01) PER SHARE, OUTSTANDING AT SEPTEMBER 22, 1997 WAS 4,117,629.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT PREPARED FOR USE IN
CONNECTION WITH THE REGISTRANT'S 1997 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 21, 1997, HAVE BEEN INCORPORATED BY REFERENCE INTO PART III OF THIS
FORM 10-K. SUCH PROXY STATEMENT WILL BE FILED ON OR ABOUT OCTOBER 28, 1997.
================================================================================
<PAGE> 2
The Index to Exhibits of Sun Coast Industries, Inc.'s Annual Report on
Form 10-K for the fiscal year ended June 30, 1997 (the "1997 Form 10-K"), to
which reference is made in Item 14 of the 1997 Form 10-K for a list of the
exhibits to the 1997 Form 10-K, is hereby amended to reflect the inclusion
therein and the filing herewith of a new Exhibit 99.1 containing the financial
statements required by Form 11-K for the fiscal year ended June 30, 1997 with
respect to the Sun Coast Industries, Inc. Savings and Profit Sharing Plan, and
such Index to Exhibits is restated in its entirety following the signature page
hereto.
<PAGE> 3
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Financial Statements and Supplemental Schedules
June 30, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE> 4
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Index
Independent Auditors' Report
Statements of Net Assets Available for Benefits at June 30, 1997
and 1996
Statements of Changes in Net Assets Available for Benefits for the
years ended June 30, 1997 and 1996
Notes to Financial Statements
Schedules
---------
Item 27a - Schedule of Assets Held for Investment at June 30, 1997 1
Item 27d - Schedule of Reportable Transactions for the year ended
June 30, 1997 2
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
To the Participants and Administrative Committee of
Sun Coast Industries, Inc. Savings and
Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of the Sun Coast Industries, Inc. Savings and Profit Sharing Plan as of June 30,
1997 and 1996, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan'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 net assets available for benefits of the Sun Coast
Industries, Inc. Savings and Profit Sharing Plan as of June 30, 1997 and 1996,
and the changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits at June 30, 1997 and 1996 is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
KPMG Peat Marwick LLP
Dallas, Texas
October 20, 1997
1
<PAGE> 6
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
June 30, 1997 and 1996
<TABLE>
<CAPTION>
June 30, 1997
--------------------------------------------------
Fidelity
Fidelity Fidelity Intermediate
Contra Magellan Term Bond
Total Fund Fund Fund
----- ---- ---- ----
<S> <C> <C> <C> <C>
Investments at fair value (note 4):
Fidelity Contra Fund (40,349
shares; cost of $1,448,651) $1,860,504 1,860,504 -- --
Fidelity Magellan Fund (18,508
shares; cost of $1,353,459) 1,685,179 -- 1,685,179 --
Fidelity Intermediate Term Bond
Fund (52,576 shares; cost
of $522,163) 526,809 -- -- 526,809
Sun Coast Industries, Inc., common
stock (31,635 shares; cost of
$314,890) 125,903 -- -- --
Fidelity U.S. Government Reserve
Fund (549,043 shares; cost of
$549,043) 549,043 -- -- --
Participant notes receivable 316,692 -- -- --
---------- ---------- ---------- ----------
Total investments 5,064,130 1,860,504 1,685,179 526,809
---------- ---------- ---------- ----------
Receivables:
Employer contributions receivable 61,862 27,043 21,717 3,951
Employee contributions receivable 8,049 3,217 2,847 547
Interest receivable 5,205 -- -- 2,840
---------- ---------- ---------- ----------
Total receivables 75,116 30,260 24,564 7,338
---------- ---------- ---------- ----------
Net assets available
for benefits $5,139,246 1,890,764 1,709,743 534,147
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
June 30, 1997
---------------------------------------------
Sun Coast Fidelity U.S.
Industries, Inc. Government
Common Money Participant
Stock Market Notes
----- ------ -----
<S> <C> <C> <C>
Investments at fair value (note 4):
Fidelity Contra Fund (40,349
shares; cost of $1,448,651) -- -- --
Fidelity Magellan Fund (18,508
shares; cost of $1,353,459) -- -- --
Fidelity Intermediate Term Bond
Fund (52,576 shares; cost
of $522,163) -- -- --
Sun Coast Industries, Inc., common
stock (31,635 shares; cost of
$314,890) 125,903 -- --
Fidelity U.S. Government Reserve
Fund (549,043 shares; cost of
$549,043) -- 549,043 --
Participant notes receivable -- -- 316,692
---------- ---------- ----------
Total investments 125,903 549,043 316,692
---------- ---------- ----------
Receivables:
Employer contributions receivable 3,170 5,981 --
Employee contributions receivable 410 1,028 --
Interest receivable -- 2,365 --
---------- ---------- ----------
Total receivables 3,580 9,374 --
---------- ---------- ----------
Net assets available
for benefits 129,483 558,417 316,692
========== ========== ==========
</TABLE>
(Continued)
2
<PAGE> 7
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits, Continued
<TABLE>
<CAPTION>
June 30, 1996
----------------------------------------------------------------------
Fidelity
Fidelity Fidelity Intermediate
Contra Magellan Term Bond
Total Fund Fund Fund
----- ---- ---- ----
<S> <C> <C> <C> <C>
Investments at fair value (note 4):
Fidelity Contra Fund (29,653 shares;
cost of $977,520) $1,166,555 1,166,555 -- --
Fidelity Magellan Fund (18,866 shares;
cost of $1,362,992) 1,411,192 -- 1,411,192 --
Fidelity Intermediate Term Bond Fund
(65,898 shares; cost of $653,498) 658,976 -- -- 658,976
Sun Coast Industries, Inc., common
stock (36,975 shares; cost of $461,942) 157,319 -- -- --
Fidelity U.S. Government Reserve Fund
(607,382 shares; cost of $607,382) 607,382 -- -- --
Participant notes receivable 320,575 -- -- --
---------- --------- --------- -------
Total investments 4,321,999 1,166,555 1,411,192 658,976
---------- --------- --------- -------
Receivables:
Employer contributions receivable 61,294 23,265 21,579 5,905
Employee contributions receivable 12,890 4,858 4,680 1,106
Interest receivable 5,962 (--) -- 3,514
---------- --------- --------- -------
Total receivables 80,146 28,123 26,259 10,525
---------- --------- --------- -------
Net assets available
for benefits $4,402,145 1,194,678 1,437,451 669,501
========== ========= ========= =======
<CAPTION>
June 30, 1996
------------------------------------------------------------------
Sun Coast Fidelity U.S.
Industries, Inc. Government
Common Money Participant
Stock Market Notes
----- ------ -----
<S> <C> <C> <C>
Investments at fair value (note 4):
Fidelity Contra Fund (29,653 shares;
cost of $977,520) -- -- --
Fidelity Magellan Fund (18,866 shares;
cost of $1,362,992) -- -- --
Fidelity Intermediate Term Bond Fund
(65,898 shares; cost of $653,498) -- -- --
Sun Coast Industries, Inc., common
stock (36,975 shares; cost of $461,942) 157,319 -- --
Fidelity U.S. Government Reserve Fund
(607,382 shares; cost of $607,382) -- 607,382 --
Participant notes receivable -- 320,575
------- ------- -------
Total investments 157,319 607,382 320,575
------- ------- -------
Receivables:
Employer contributions receivable 4,736 5,809 --
Employee contributions receivable 892 1,354 --
Interest receivable -- 2,448
------- ------- -------
Total receivables 5,628 9,611 --
------- ------- -------
Net assets available
for benefits 162,947 616,993 320,575
======= ======= =======
</TABLE>
See accompanying notes to the financial statements.
3
<PAGE> 8
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Statements of Changes in Net Assets
Available for Benefits
Years ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of
investments (note 4) $ 543,568 $ (245,722)
Dividend and interest income 212,993 498,339
Other 30,542 29,217
---------- -----------
787,103 281,834
Employee contributions 399,210 341,816
Employer contributions 156,223 152,381
---------- -----------
Total additions 1,342,536 776,031
---------- -----------
Deductions from net assets attributed to:
Withdrawals 605,435 890,679
Administrative expenses -- 31,586
---------- -----------
Total deductions 605,435 922,265
---------- -----------
Net increase (decrease) 737,101 (146,234)
Net assets available for benefits:
Beginning of year 4,402,145 4,548,379
---------- -----------
End of year $5,139,246 $ 4,402,145
========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 9
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
June 30, 1997 and 1996
(1) Description of Plan
(a) General
The Sun Coast Industries, Inc. Savings and Profit Sharing Plan
(the "Plan") is a defined contribution plan covering substantially
all full-time salaried employees of Sun Coast Industries, Inc.
(the "Company", "Employer" or "SCI") with one year of service and
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). Participants should refer to the
Plan document for more complete information.
(b) Contributions
Each participant may make voluntary contributions while a
participant in the Plan. Participant contributions are limited to
twelve percent of the participant's compensation. The Company also
makes matching contributions to the Plan equal to $.50 for each $1
contributed, up to a maximum amount of $500 per year. The
aggregate (determined on an annual basis) of participant
contributions to the Plan and other Company retirement plans and
Company contributions to the Plan and other Company retirement
plans on behalf of the participant are limited to the lesser of
$30,000 or 25% of the participant's annual compensation.
(c) Participant Accounts
Each participant's account is credited with the participant's
voluntary contributions and an allocation of the Company's
contribution and Plan earnings. Allocations are based on
participant account balances, as defined.
(d) Investment Program and Vesting
The Plan allows participants to direct the investments of their
contributions into five different funds (four separate mutual
funds and the common stock of SCI).
Voluntary contributions by the participant are immediately fully
vested and nonforfeitable. A participant's share of Employer
contributions vests 100 percent after five years of employment
(except for in the case of death, retirement or permanent
disability whereby the participate is immediately fully vested).
(Continued)
5
<PAGE> 10
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
Participation in each investment option at June 30, 1997 and 1996
is presented below. The sum of participation by investment option
is greater than the total number of Plan participants because
participation is allowed in more than one option. A summary of
participants by investment options follows:
<TABLE>
<CAPTION>
1997 1996
--- ---
<S> <C> <C>
Fidelity Magellan Fund 154 166
Fidelity Contra Fund 140 160
Fidelity Intermediate Term Bond Fund 61 75
SCI Common Stock 54 79
Fidelity U.S. Government Money Market 71 85
</TABLE>
(e) Payment of Benefits
Upon death, disability or termination of service, a participant or
designated beneficiary receives a lump sum payment of cash and/or
Sun Coast common stock at the discretion of the Administrative
Committee.
(f) Administrative expense
Beginning in 1996, the Company elected to pay all administrative
expenses of the Plan.
(g) Participant Notes Receivable
Participants may borrow from their fund accounts amounts not
exceeding the lesser of 50% of their vested balance or $50,000.
Loan terms range from one to five years or up to twenty-five years
for the purchase of a primary residence.
The loans are secured by the balance in the participant's account
and bear interest at a market rate. Principal and interest are
repaid ratably through payroll deductions.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The Plan maintains its records, and the accompanying financial
statements have been prepared, on an accrual method of accounting.
(Continued)
6
<PAGE> 11
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
(b) Investments
Except for participant notes, all investments are valued at fair
value based on quoted market prices. Participant notes are
presented at the unpaid principal balance which approximates
estimated fair value. Any net unrealized appreciation or
depreciation for the year is reflected in the statement of changes
in net assets available for benefits. Purchases and sales of
securities are recorded on a trade-date basis. Expenses relating
to the purchase or sale of investment securities are added to the
cost or deducted from the proceeds, respectively.
(c) Use of Management Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
(3) Plan Termination
Although it has not expressed an intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan. Upon termination, participants will become fully
vested in their accounts.
(4) Investments
The following table presents the fair value of investments representing
5% or more of the Plan's net assets at June 30, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
------------------------- -------------------------
Number of Fair Number of Fair
shares/par value shares/par value
---------- ----- ---------- -----
<S> <C> <C> <C> <C>
Fidelity Contra Fund 40,349 $1,860,504 29,653 $1,166,555
Fidelity Magellan Fund 18,508 1,685,179 18,866 1,411,192
Fidelity Intermediate Term
Bond Fund 52,576 526,809 65,898 658,976
Fidelity U.S. Government
Money Market 549,043 549,043 607,382 607,382
Participant notes (at interest
rates ranging from 7% to 10%) -- 316,692 -- 320,575
</TABLE>
(Continued)
7
<PAGE> 12
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
For the years ended June 30, 1997 and 1996, the Plan's investments (including
investments bought, sold and held during the year) appreciated (depreciated) as
follows:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Fidelity Contra Fund $ 248,008 $ 76,232
Fidelity Magellan Fund 315,666 (127,507)
Fidelity Intermediate Term Bond Fund 784 (15,099)
SCI common stock (20,890) (179,348)
--------- ---------
Net appreciation (depreciation) in fair value $ 543,568 $(245,722)
========= =========
</TABLE>
(Continued)
8
<PAGE> 13
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
(5) Allocation to Investment Alternatives
Participants can direct their contributions into various investment
alternatives. The allocation of net assets among these investment
alternatives at June 30, 1997 and 1996 and the changes in net assets
available for benefits for the years then ended are as follows:
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Fidelity Sun Coast
Fidelity Fidelity Intermediate Industries, Inc.
Contra Magellan Term Bond Common
Fund Fund Fund Stock
---- ---- ---- -----
<S> <C> <C> <C> <C>
Net assets available for benefits,
June 30, 1995 $ 891,426 1,337,712 786,287 328,302
Net appreciation (depreciation)
in fair value of investments 76,232 (127,507) (15,099) (179,348)
Dividend and interest income 131,172 284,285 47,057 1,449
Other 6,033 14,645 2,549 1,776
Employee contributions 106,555 133,528 29,629 31,743
Employer contributions 45,376 50,895 15,886 14,462
Withdrawals (59,890) (226,141) (185,118) (51,505)
Administrative expenses (7,800) (10,988) (5,101) (2,746)
Interfund transfers, net 5,574 (18,978) (6,589) 18,814
----------- --------- ------- -------
Net assets available for benefits,
June 30, 1996 1,194,678 1,437,451 669,501 162,947
Net appreciation (depreciation)
in fair value of investments 248,008 315,666 784 (20,890)
Dividend and interest income 93,311 53,498 36,229 93
Other 9,205 12,606 3,236 1,369
Employee contributions 214,334 109,270 23,105 20,611
Employer contributions 60,374 58,138 15,367 9,839
Withdrawals (82,998) (150,567) (154,733) (44,752)
Interfund transfers, net 153,852 (126,319) (59,342) 266
----------- --------- ------- -------
Net assets available for benefits,
June 30, 1997 $ 1,890,764 1,709,743 534,147 129,483
=========== ========== ======== ========
<CAPTION>
Participant Directed
--------------------------------------------
Fidelity
U.S.
Government Participant
Money Market Notes Other Total
------------ ----- ----- -----
<S> <C> <C> <C> <C>
Net assets available for benefits,
June 30, 1995 890,301 250,950 63,401 4,548,379
Net appreciation (depreciation)
in fair value of investments -- -- -- (245,722)
Dividend and interest income 34,376 -- -- 498,339
Other 4,214 -- -- 29,217
Employee contributions 40,361 -- -- 341,816
Employer contributions 25,762 -- -- 152,381
Withdrawals (347,615) (20,410) -- (890,679)
Administrative expenses (4,951) -- -- (31,586)
Interfund transfers, net (25,455) 90,035 (63,401) --
------- ------- ------ ---------
Net assets available for benefits,
June 30, 1996 616,993 320,575 -- 4,402,145
Net appreciation (depreciation)
in fair value of investments -- -- -- 543,568
Dividend and interest income 29,862 -- -- 212,993
Other 4,126 -- -- 30,542
Employee contributions 31,890 -- -- 399,210
Employer contributions 12,505 -- -- 156,223
Withdrawals (147,306) (25,079) -- (605,435)
Interfund transfers, net 10,347 21,196 -- --
------- ------- ------ ---------
Net assets available for benefits,
June 30, 1997 558,417 316,692 -- 5,139,246
======== ======= ======= ==========
</TABLE>
(Continued)
9
<PAGE> 14
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
(6) Tax Status
The Plan obtained its latest determination letter on December 8, 1995, in
which the Internal Revenue Service stated that the Plan is in compliance
with the applicable requirements of the Internal Revenue Code. The United
States federal income tax status of the participants with respect to
their contributions to the Plan is described in information submitted to
the participants and, subject to certain limitations, such contributions
are tax deferred.
10
<PAGE> 15
Schedule 1
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Item 27a - Schedule of Assets Held for Investment
June 30, 1997
<TABLE>
<CAPTION>
Face amount or
number Current
of shares Cost value
--------- ---- -----
<S> <C> <C> <C>
Fidelity Contra Fund 40,349 $1,448,651 $1,860,504
Fidelity Magellan Fund 18,508 1,353,459 1,685,179
Fidelity Intermediate Term Bond Fund 52,576 522,163 526,809
Sun Coast Industries, Inc. common stock* 31,635 314,890 125,903
Fidelity U.S. Government Money Market 549,043 549,043 549,043
Participant notes (at interest rates ranging from
7% to 10%)* -- 316,692 316,692
---------- ----------
Total assets held for investment $4,504,898 $5,064,130
========== ==========
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
11
<PAGE> 16
Schedule 2
SUN COAST INDUSTRIES, INC.
SAVINGS AND PROFIT SHARING PLAN
Item 27d - Schedule of Reportable Transactions
Year ended June 30, 1997
<TABLE>
<CAPTION>
Aggregate Expense
number of Selling Lease with incurred
Description transactions Purchase price price rental transaction
----------- ------------ -------------- ----- ------ -------------
<S> <C> <C> <C> <C> <C>
Fidelity Contra Fund 144 $620,335 -- -- --
Fidelity Contra Fund 43 -- 174,395 -- --
Fidelity Magellan Fund 47 -- 341,241 -- --
Fidelity Magellan Fund 143 299,562 -- -- --
Fidelity Intermediate Term Bond Fund 141 90,619 -- -- --
Fidelity Intermediate Term Bond Fund 30 -- 223,570 -- --
Fidelity U.S. Government Money Market 146 153,850 -- -- --
Fidelity U.S. Government Money Market 37 -- 212,190 -- --
<CAPTION>
Current
value at Net
Cost of transaction gain or
Description assets date (loss)
----------- ----------- ----------- -------
<S> <C> <C> <C>
Fidelity Contra Fund 620,335 620,335 --
Fidelity Contra Fund 149,204 174,395 25,191
Fidelity Magellan Fund 309,094 341,241 32,147
Fidelity Magellan Fund 299,562 299,562 --
Fidelity Intermediate Term Bond Fund 90,619 90,619 --
Fidelity Intermediate Term Bond Fund 221,954 223,570 1,616
Fidelity U.S. Government Money Market 153,850 153,850 --
Fidelity U.S. Government Money Market 212,190 212,190 --
</TABLE>
See accompanying independent auditors' report.
12
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUN COAST INDUSTRIES, INC.
Date: December 20, 1997 By: /s/ CYNTHIA R. MORRIS
----------------------------------
Cynthia R. Morris
CFO, Secretary and Treasurer
S-1
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.1 -- 1984 Incentive Stock Option Plan (filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on March 15,
1993 and incorporated herein by reference).
10.2 -- 1987 Incentive Stock Option Plan (filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on March 15,
1993 and incorporated herein by reference).
10.3 -- 1993 Incentive and Non-Statutory Stock Option Plan (filed
as Exhibit 4.1 to the Company's Registration Statement on
Form S-8 filed with the Securities and Exchange
Commission on March 15, 1993 and incorporated herein by
reference).
10.4 -- 1994 Long-Term Incentive Plan (filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on December
16, 1994 and incorporated herein by reference).
10.5 -- 1994 Director Stock Option Plan (filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on December
16, 1994 and incorporated herein by reference).
10.6 -- Form of Director and Officer Indemnification Agreements
entered into between the Company and each director and
executive officer as of July 3, 1995 (filed as Exhibit
10.19 to the Company's Form 10-K dated June 30, 1995 and
incorporated herein by reference).
10.7 -- Loan, Mortgage and Security Agreement between Manatee
County, Florida and Sun Coast Plastics, Inc. dated as of
December 1, 1985 relating to Manatee County, Florida
Industrial Development Revenue Bonds, 1985 Series (Sun
Coast Plastics, Inc. Project) (filed as Exhibit 10.20 to
the Company's Registration Statement on Form S-2 filed on
February 17, 1995 and incorporated herein by reference).
10.8 -- Trust Indenture between Manatee County, Florida and Sun
Bank, National Association, as Trustee, dated as of
December 1, 1985, relating to Manatee County, Florida
Industrial Development Revenue Bonds, 1985 Series (Sun
Coast Plastics, Inc. Project) (filed as Exhibit 10.21 to
the Company's Registration Statement on Form S-2 filed on
February 17, 1995 and incorporated herein by reference).
10.9 -- United States of America, State of Florida, Manatee
County Industrial Development Revenue Bond, 1985 Series
(Sun Coast Plastics, Inc. Project) (filed as Exhibit
10.22 to the Company's Registration Statement on Form S-2
filed on February 17, 1995 and incorporated herein by
reference).
10.10 -- Rights Agreement, dated as of June 6, 1995, between the
Company and American Stock Transfer & Trust Company
(filed as Exhibit 1 to the Company's Current Report on
Form 8-K dated June 6, 1995 and incorporated herein by
reference).
10.11 -- Amendment No. 1 to Rights Agreement, dated as of December
5, 1995, between the Company and American Stock Transfer
& Trust Company (filed as Exhibit 4 to the Company's
Current Report on Form 8-K dated December 11, 1995 and
incorporated herein by reference).
10.12 -- Amended Severance Agreement, dated March 13, 1996,
between the Company and Cynthia R. Morris (filed as
Exhibit 10.2 to the Company's Form 10-Q dated March 31,
1996 and incorporated herein by reference).
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.13 -- Severance Agreement, dated as of April 22, 1996, between
the Company and Eddie Lesok (filed as Exhibit 10.1 to the
Company's Form 10-Q dated March 31, 1996 and incorporated
herein by reference).
10.14 -- Severance Agreement, dated as of October 11, 1995 between
the Company and Arno F. Pirkau.
10.15 -- Financing Agreement between the Company and the CIT
Group/Business Credit, Inc. dated January 31, 1997 (filed
as Exhibit 10.1 to the Company's Form 10-Q dated December
31, 1996 and incorporated herein by reference).
21 -- Subsidiaries of the Company
23.1 -- Consent of KPMG Peat Marwick LLP.
27 -- Financial Data Schedule.
99.1 -- Financial statements required by Form 11-K for the
fiscal year ended June 30, 1997 with respect to Sun
Coast Industries, Inc. Savings and Profit Sharing
Plan.
</TABLE>
