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This filing consists
of 68 pages. The exhibit
index is on page 60.
FORM 10-KSB(A)
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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 April 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-10633
SEVEN OAKS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0850341
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 Colonial Road, Suite 100
Memphis, Tennessee 38117
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (901) 683-7055
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of class)
Common Stock Purchase Rights
(Title of class)
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
Page 2 of 68
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 Form 10-K or any amendment to this
Form 10-K. [X]
On July 28, 1995, the Registrant had 8,639,572 shares of its Common
Stock, $.10 par value, outstanding. The aggregate market value of such
Common Stock held by non-affiliates of the Registrant, based on the last sale
of such stock on the OTC Bulletin Board, on July 28, 1995, was $3,239,840.
For purposes of this calculation, only directors and executive officers of
the Registrant at that date are deemed affiliates of the Registrant.
Documents Incorporated by Reference.
Not Applicable
PART IV
Page 59 of 68
SIGNATURES
Pursuant to the requirements of The Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Seven Oaks International, Inc.
Registrant
Date October 9, 1995 /s/ Peter R. Pettit
Peter R. Pettit, Chairman
and Chief Executive Officer
Date October 9, 1995 /s/ Jimmy H. Cavin
Jimmy H. Cavin
Chief Financial Officer
Page 60 of 68
SEVEN OAKS INTERNATIONAL, INC.
AND SUBSIDIARIES
EXHIBIT INDEX
Page
10 (am)* Letter Agreement dated May 10, 1995 between Seven Oaks
International, Inc. and Fleming Companies, Inc. to modify
the Stock Purchase and Debt Modification Agreement dated
September 7, 1994. 61
22* Subsidiaries of the Registrant. 66
24* Consents of Experts and Counsel. 67
27** Financial Data Schedule. 68
* Previously filed
** Filed hereto
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-START> MAY-01-1994
<PERIOD-END> APR-30-1995
<CASH> 60
<SECURITIES> 0
<RECEIVABLES> 3,125
<ALLOWANCES> 82
<INVENTORY> 0
<CURRENT-ASSETS> 3,335
<PP&E> 5,790
<DEPRECIATION> 4,859
<TOTAL-ASSETS> 4,499
<CURRENT-LIABILITIES> 7,519
<BONDS> 947
0
0
<COMMON> 864
<OTHER-SE> (6,675)
<TOTAL-LIABILITY-AND-EQUITY> 4,499
<SALES> 0
<TOTAL-REVENUES> 2,144
<CGS> 0
<TOTAL-COSTS> 3,242
<OTHER-EXPENSES> 3,196
<LOSS-PROVISION> 190
<INTEREST-EXPENSE> 214
<INCOME-PRETAX> (4,698)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,671)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,671)
<EPS-PRIMARY> ( .60)
<EPS-DILUTED> ( .60)
</TABLE>
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