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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACTS OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACTS OF 1934
COMMISSION FILE NO. 1-8129
US 1 INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 95-3585609
(State of Incorporation) (IRS employer Identification NO.)
1000 Colfax, Gary, Indiana 46406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 219 944 6116
The purpose of this Amendment is to file Items 10-13
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the company as of May 5, 1998 were as follows
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Michael E. Kibler 57 President, Chief Executive Officer,
Director
Richard Courtney 56 Vice Presiden Treasure,and Assistant
Secretary , and Director
Michael Ashker 44 Director
James C. Day 49 Director
Steven R. Green 39 Director
Lex Venditti 44 Director
</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
The executive officers of the Company were Messrs. Kibler, Day and Courtney. In
view of the financial condition of the Company, until 1966 Messrs. Kibler, Day
and Courtney did not receive any salary, bonus or other cash compensation
directly from the Company. However, the Company has an oral agreement with K@A
Inc. (K&A) to reimburse K&A for a portion the compensation that K&A pays Mr.
Kibler, Mr. Day and other employees of K&A who perform services on behalf of the
Company. Pursuant to that agreement, the Company paid K&A $ 30,000 for the
services of Mr. Kibler and $43,000 for the services of Mr. Day in 1995. Messrs.
Kibler, Day and Courtney are reimbursed for out-of-pocket expenses reasonably
incurred in connection with the performance of their duties as executive
officers of the Company. Commencing in 1996, the Company began paying Messrs.
Kibler and Day as noted below.
The following Summary Compensation Table is included herein pursuant to the
proxy rules promulgated by the Securities and exchange Commission under the
Securities Exchange Act of 1934 (the; Exchange Act')
<TABLE>
<CAPTION>
Summary compensation table
Annual Compensation
Name and Position Year Salary Bonus Other
- ----------------- ----- ------ ----- -----
<S> <C> <C> <C> <C>
Michael Kibler, 1997 33,048 0 0
President 1996 33,140 0 0
1995 0 0 0
James C. Day, 1997 69,100 0 0
Chief Financial Officer 1996 62,725 0 0
1995 0 0 0
</TABLE>
1.
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EMPLOYEE STOCK OPTIONS
The company's 1987 Stock Option Plan (Nonqualified) (the "Option Plan')
authorizes the Board of Directors or a committee thereof to grant to officers,
including officers who are also directors, and employees of the Company options
to purchase from the Company shares of Common Stock. The Option Plan originally
covered an aggregate of 570,000 shares of Common Stock. At December 31, 1996
there were no options outstanding under the Option Plan and 96,500 shares
remained available for future grants of options thereunder.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security ownership of Management
The following table sets forth the number and percentage of shares of Common
Stock that as of May 4, 1997 are deemed to be beneficially owned by each
director of the company and director nominee, by each executive officer of the
Company and by all directors and executive officers of the company as a group
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Name and position Beneficially Owned Percentage of Class
- ----------------- -------------------- -------------------
<S> <C> <C>
Michael E. Kibler 3,489,507 (1,2,3) 33.0%
Director, President and
Chief Executive Officer
Richard Courtney 3,434,507 (1) 32.5%
Director, Vice President,
Secretary, and Controller
James C. Day, 3,225,482 (1,3) 30.5%
Director
Michael Ashker, 32,000 0
Director
Steven R. Green 0 0
Director
Robert 1. Scissors, 36,770 0
Director
Lex L Venditti 20,000 0
Director
All Directors and Executive 3,735,919 35.3%
Officers as a Group (6persons)
</TABLE>
(1) As partners of AIR, Messrs. Kibler, Day and Courtney may be deemed to be
beneficial owners of 3,067,840 shares of common stock owned by AIR
(2) This figure includes 55,000 shares of common Stock held by Enterprise Truck
Lines Employment Plan of which Mr. Kibler is a trustee
(3) As Director of Eastern Refrigerated Express Inc Messrs. Kibler and Courtney
may be deemed to be beneficial owner of 366,667 shares of Common Stock owned by
Eastern.
2.
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Security Ownership of Certain Beneficial Owners
The following table sets forth the number and percentage of shares of Common
Stock beneficially owned as of May4, 1998 by any person who is known to the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock:
<TABLE>
<CAPTION>
Number of Shares of
Name and Address of Common Stock Percentage
Beneficial Owner Beneficially Owned of Class
- ------------------- -------------------- ----------
<S> <C> <C>
Harold E. Antonson 3,489,507 (1,2,3,4) 33%
8400 Louisiana Street
Merrillville, IN 46410
August Investment Partnership 3,067,840 29%
8400 Louisiana Street
Merrillville, IN 46410
Daniel Balich 3,067,840 (1) 29%
8400 Lousiana Street
Merrillville, TN 46410
Richard Cortney 3,434,507 (1,4) 32.5%
8400 Louisiana Street
Merrillville, IN 46410
James C. Day 3,225,482 (1) 30.5%
8400 Louisiana Street
Merrillville, IN 46410
Brad A James 3,067,840 (1) 29.0%
8400 Louisiana Street
Merrillville, IN 46410
Michael Kibler 3,489,507 (1,3,4) 33.0%
8400 Louisiana Street
Merrillville, IN 46410
John K. Lavery 3,438,507 (1,4) 32,5%
8400 Louisiana Street
Merrillville, IN 46410
</TABLE>
(1) As partners of AIR, Messrs., Kibler, Day Courtney, Antonson, Balich,
James and Lavery may be deemed to be beneficial owners of the shares of Common
Stock owned by AIP
(2) Mr. Antonson disclaims beneficial ownership of 197,500 shares of Common
Stock owned by American Inter-Fidility Exchange, of which Mr. Anton3on is
Secretary and Treasure
(3) This figure includes 55000 shares of Common Stock held by Enterprise
Truck Line Employment Plan of which Mr. Kibler and Mr. Antonson are trustees
(4) As directors of Eastern Refrigerated Express, Inc. Messrs.
Antonson,,Courtney, Kibler and Lavery may be deemed to be beneficial owners of
366,667 shares of Common Stock owned by Eastern.
3.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The company leases office space for its headquarters in Gary, Indiana, for
$2,200 per month form Michael E. Kibler, the president and Chief Executive
Officer and a director of the Company, and Harold El Antonson, a partner in AIP
and beneficial owner of more than five percent of the outstanding Common Stock.
Messrs. Kibler and Antonson own the property as joint tenants.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS FORM 10KSB/A TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF GARY, STATE OF INDIANA ON
THE 7 TH DAY OF MAY 1998
US 1 INDUSTRIES, INC
By /s/ Michael Kibler
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Michael Kibler, President
4.
