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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED:
JUNE 30, 1996
COMMISSION FILE NUMBER:
0-10735
THE GNI GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0232338
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2525 BATTLEGROUND ROAD
DEER PARK, TEXAS 77536
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 930-0350
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ----------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
(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 / /.
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/
The aggregate market value of voting stock held by non-affiliates of the
registrant as of September 20, 1996 was approximately $24,513,473. As of
September 20, 1996, there were 6,565,692 shares of common stock, $0.01 par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1996 Annual Report to Stockholders are
incorporated by reference into Parts I and II.
Portions of the definitive Proxy Statement for the registrant's 1996 Annual
Meeting of Stockholders to be held on October 29, 1996 are incorporated by
reference in Part III of this Form 10-K.
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 26, 1996 The GNI Group, Inc.
Registrant
/s/ Carl V Rush, Jr.
------------------------------
Carl V Rush, Jr.
President and CEO
(Principal Executive Officer)
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Carl V Rush, Jr. Director, President September 26, 1996
- --------------------------- and CEO
Carl V Rush, Jr.
/s/ Titus H. Harris, III Executive Vice September 26, 1996
- --------------------------- President, CFO and
Titus H. Harris, III Secretary (Principal
Financial Officer)
/s/ Donna L. Ratliff Treasurer September 26, 1996
- --------------------------- (Principal Account-
Donna L. Ratliff ing Officer)
/s/ Titus H. Harris, Jr. Director, Chairman September 26, 1996
- ---------------------------- of the Board
Titus H. Harris, Jr.
/s/ N. E. Dudney, M.D. Director September 26, 1996
- ------------------------
N. E. Dudney, M.D.
/s/ John W. Lyons, Jr. Director September 26, 1996
- --------------------------
John W. Lyons, Jr.
/s/ F. Oliver Nicklin Director September 26, 1996
- ----------------------------
F. Oliver Nicklin
<PAGE> 3
Exhibit Index
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Exhibit Page
- ------- ----
Number Exhibit Number
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3.1 - Certificate of Incorporation of GNI Acquisition
Company, a Delaware corporation, filed August 26,
1987, Certificate of Merger of GNI Incorporated,
a Texas corporation, merging GNI Incorporated
into GNI Acquisition Company, filed October 28,
1987 (as a result of the merger, the surviving
corporation changed its name to The GNI Group,
Inc.) and Series A Preferred Stock Certificate of
the Designations and the Powers, Preferences and
Rights and the Qualifications, Limitations or
Restrictions which have not been set forth in the
Certificate of Incorporation or any Amendment
thereto. This document is incorporated by
reference to the Company's Registration Statement
No. 33-58784 on Form S-1 filed by the Company on
February 25, 1993, as amended by Amendment No. 1
to Form S-1 filed by the Company on March 19,
1993, wherein the Company filed this document as
Exhibit "3.1".
3.2 - Bylaws of The GNI Group, Inc., as amended.
This document is incorporated by reference to the
Company's Registration Statement No. 33-58784 on
Form S-1 filed by the Company on February 25,
1993, as amended by Amendment No. 1 to Form S-1
filed by the Company on March 19, 1993, wherein
the Company filed this document as Exhibit "3.2".
4.1 - Certificate of Incorporation of GNI Acquisition
Company, a Delaware corporation, filed August 26,
1987, Certificate of Merger of GNI Incorporated,
a Texas corporation, merging all GNI Incorporated
into GNI Acquisition Company, filed October 28,
1987 (as a result of the merger, the surviving
corporation changed its name to The GNI Group,
Inc.) and Series A Preferred Stock Certificate of
the Designations and the Powers, Preferences and
Rights and the Qualifications, Limitations or
Restrictions which have not been set forth in the
Certificate of Incorporation or any Amendment
thereto. This document is incorporated by
reference to the Company's Registration Statement
No. 33-58784 on Form S-1 filed by the Company on
February 25, 1993, as amended by Amendment No. 1
to Form S-1 filed by the Company on March 19,
1993, wherein the Company filed this document as
Exhibit "3.1".
4.2 - Bylaws of The GNI Group, Inc., as amended.
This document is incorporated by reference to the
Company's Registration Statement No. 33-58784 on
Form S-1 filed by the Company on February 25,
1993, as amended by Amendment No. 1 to Form S-1
filed by the Company on March 19, 1993, wherein
the Company filed this document as Exhibit "3.2".
<PAGE> 4
4.3 - Form of specimen certificate evidencing the Common
Stock. This document is incorporated by
reference to the Company's Registration Statement
No. 33-58784 on Form S-1 filed by the Company on
February 25, 1993, as amended by Amendment No. 1
to Form S-1 filed by the Company on March 19,
1993, wherein the Company filed this document as
Exhibit "4.3".
4.4 - Letter dated March 3, 1992 to the Private Placement
Investors. This document is incorporated by reference
to the Company's Registration Statement No. 33-58784 on
Form S-1 filed by the Company on February 25, 1993, as
amended by Amendment No. 1 to Form S-1 filed by the
Company on March 19, 1993, wherein the Company filed this
document as Exhibit "4.4".
4.5 - Series A Preferred Stock Purchase Agreement dated April
22, 1988 by and among The GNI Group, Inc., Environmental
Venture Fund Limited Partnership and The Productivity
Fund. This document is incorporated by reference to the
Company's Registration Statement No. 33-58784 on Form
S-1 filed by the Company on February 25, 1993, as amended
by Amendment No. 1 to Form S-1 filed by the Company on
March 19, 1993, wherein the Company filed this document
as Exhibit "4.5".
10.1 - Gulf Nuclear, Inc. 1983 Incentive Stock Option Plan, as
amended. This document is incorporated by reference to
the Company's Registration Statement No. 33-58784 on
Form S-1 filed by the Company on February 25, 1993, as
amended by Amendment No. 1 to Form S-1 filed by the
Company on March 19, 1993, wherein the Company filed this
document as Exhibit "10.1".
10.2 - Form of The GNI Group, Inc. October 27, 1983 Incentive
Stock Option Agreement. This document is incorporated by
reference to the Company's Registration Statement No.
33-58784 on Form S-1 filed by the Company on February 25,
1993, as amended by Amendment No. 1 to Form S-1 filed by
the Company on March 19, 1993, wherein the Company filed
this document as Exhibit "10.2".
10.3 - The GNI Group, Inc. 1991 Stock Option Plan, as amended.
This document is incorporated by reference to the
Company's Registration Statement No. 33-58784 on Form S-1
filed by the Company on February 25, 1993, as amended by
Amendment No. 1 to Form S-1 filed by the Company on March
19, 1993, wherein the Company filed this document as
Exhibit "10.3".
10.4 - Form of The GNI Group, Inc. 1991 Incentive Stock Option
Agreement. This document is incorporated by reference to
the Company's Registration Statement No. 33-58784 on Form
S-1 filed by the Company on February 25, 1993, as amended
by Amendment No. 1 to Form S-1 filed by the Company
<PAGE> 5
on March 19, 1993, wherein the Company filed this
document as Exhibit "10.4".
10.5 - Letter dated March 2, 1991 from The GNI Group, Inc. to
Lawrence W. Dickinson. This document is incorporated by
reference to the Company's Registration Statement No. 33-
58784 on Form S-1 filed by the Company on February 25,
1993, as amended by Amendment No. 1 to Form S-1 filed by
the Company on March 19, 1993, wherein the Company filed
this document as Exhibit "10.5".
10.6 - The GNI Group, Inc. 401(k) Plan. This document is
incorporated by reference to the Company's Registration
Statement No. 33-58784 on Form S-1 filed by the Company
on February 25, 1993, as amended by Amendment No. 1 to
Form S-1 filed by the Company on March 19, 1993, wherein
the Company filed this document as Exhibit "10.6".
10.7 - Deed dated July 17, 1987 executed by DSI Properties,
Inc. to Disposal Systems, Inc. This document is
incorporated by reference to the Company's Registration
Statement No. 33-58784 on Form S-1 filed by the Company
on February 25, 1993, as amended by Amendment No. 1 to
Form S-1 filed by the Company on March 19, 1993, wherein
the Company filed this document as Exhibit "10.7".
10.8 - Agreement of Purchase and Sale dated April 28, 1989 by
and between GNI/Disposal Systems, Inc. and DSI
Transports, Inc. This document is incorporate d by
reference to the Company's Registration Statement No.
33-58784 on Form S-1 filed by the Company on February 25,
1993, as amended by Amendment No. 1 to Form S-1 filed by
the Company on March 19, 1993, wherein the Company filed
this document as Exhibit "10.8".
10.9 - Asset Purchase Agreement dated May 22, 1984 by and
among Nuclear Systems, Inc., Gamma Industries, Inc.,
Nuclear Systems Export, Inc. and Gulf Gamma, Inc. This
document is incorporated by reference to the Company's
Registration Statement No. 33-58784 on Form S-1 filed by
the Company on February 25, 1993, as amended by Amendment
No. 1 to Form S-1 filed by the Company on March 19, 1993,
wherein the Company filed this document as Exhibit
"10.9".
10.10 - Stock Purchase Agreement dated July 17, 1987 by and
between United Distribution Systems, Inc. and GNI
Incorporated. This document is incorporated by reference
to the Company's Registration Statement No. 33-58784 on
Form S-1 filed by the Company on February 25, 1993, as
amended by Amendment No. 1 to Form S-1 filed by the
Company on March 19, 1993, wherein the Company filed this
document as Exhibit "10.10".
<PAGE> 6
10.11 - Asset Purchase Agreement dated January 8, 1988 by and
among Amersham Corporation, The GNI Group, Inc. and Gamma
Industries, Inc. This document is incorporated by
reference to the Company's Registration Statement No.
33-58784 on Form S-1 filed by the Company on February 25,
1993, as amended by Amendment No. 1 to Form S-1 filed by
the Company on March 19, 1993, wherein the Company filed
this document as Exhibit "10.11".
10.12 - Asset Purchase Agreement dated June 17, 1988 by and
among The GNI Group, Inc., Lefco Western Acquisition
Company, Lefco Western, Inc. ("LW") and LW's shareholders,
Lefco Corporation , George Brock, John LeFevre,
Phyllis Brock and Jean Adele LeFevre. This document is
incorporated by reference to the Company's Registration
Statement No. 33-58784 on Form S-1 filed by the Company
on February 25, 1993, as amended by Amendment No. 1 to
Form S-1 filed by the Company on March 19, 1993, wherein
the Company filed this document as Exhibit "10.12".
10.13 - Stock Purchase Agreement dated September 30, 1988 by
and among The GNI Group, Inc., Gulf Nuclear Group, Inc.
("Purchaser"). The Agreement was also executed by the
sole shareholder of the Purchaser, Oxford Interests, Inc.
This document is incorporated by reference to the
Company's Registration Statement No. 33-58784 on Form S-1
filed by the Company on February 25, 1993, as amended by
Amendment No. 1 to Form S-1 filed by the Company on March
19, 1993, wherein the Company filed this document as
Exhibit "10.13".
10.14 - Asset Purchase Agreement dated August 14, 1989 by and
among The GNI Group, Inc., Lefco Western, Inc., Lefco
Corporation, George Brock, John LeFevre and Jean LeFevre.
This document is incorporated by reference to the
Company's Registration Statement No. 33-58784 on Form S-1
filed by the Company on February 25, 1993, as amended by
Amendment No. 1 to Form S-1 filed by the Company on March
19, 1993, wherein the Company filed this document as
Exhibit "10.14".
10.15 - Credit Agreement dated June 30, 1993 by and among The
GNI Group, Inc.; Disposal Systems, Inc.; Resource
Transportation Services, Inc.; Chemical Resource
Processing, Inc., and NationsBank of Texas, N.A. This
document is incorporated by reference to the Company's
1993 Annual Report on Form 10-K filed by the Company on
September 27, 1993, wherein the Company filed this
document as Exhibit "10.17".
10.16 - Construction Note dated March 15, 1990 in the face
amount of $6,621,520 executed by The GNI Group, Inc., as
Maker, payable to the order of NCNB Texas National Bank
(now NationsBank of Texas, N.A.), as Payee. This
document is incorporated by reference to the Company's
Registration
<PAGE> 7
Statement No. 33-58784 on Form S-1 filed by
the Company on February 25, 1993, as amended by Amendment
No. 1 to Form S-1 filed by the Company on March 19, 1993,
wherein the Company filed this document as Exhibit
"10.15".
10.17 - Note A dated June 30, 1993 in the face amount of
$8,000,000, executed by The GNI Group, Inc. and payable
to the order of NationsBank of Texas, N.A. This document
is incorporated by reference to the Company's 1993 Annual
Report on Form 10-K filed by the Company on September 27,
1993, wherein the Company filed this document as Exhibit
"10.17".
10.18 - Note B dated June 30, 1993 in the face amount of
$4,000,000, executed by The GNI Group, Inc. and payable
to the order of NationsBank of Texas, N.A. This document
is incorporated by reference to the Company's 1993 Annual
Report on Form 10-K filed by the Company on September 27,
1993, wherein the Company filed this document as Exhibit
"10.18".
10.19 - Letter Agreement dated January 12, 1993 by and between
The GNI Group, Inc., and MODAR, Inc. This document is
incorporated by reference to the Company's Registration
Statement No. 33-58784 on Form S-1 filed by the Company
on February 25, 1993, as amended by Amendment No. 1 to
Form S-1 filed by the Company on March 19, 1993, wherein
the Company filed this document as Exhibit "10.16".
10.20 - Amendment No. 1 to Credit Agreement dated as of March
15, 1994 by and among The GNI Group, Inc.; Disposal
Systems, Inc.; Resource Transportation Services, Inc.;
Chemical Resource Processing, Inc., and NationsBank of
Texas, N.A. This document is incorporated by reference
to the Company's 1994 Annual Report on Form 10-K filed by
the Company on September 27, 1994, wherein the Company
filed this document as Exhibit "10.20".
10.21 - Second Amendment to Credit Agreement dated as of August
31, 1994 by and among The GNI Group, Inc.; Disposal
Systems, Inc.; Resource Transportation Services, Inc.;
Chemical Resource Processing, Inc., and NationsBank of
Texas, N.A. This document is incorporated by reference to
the Company's 1994 Annual Report on Form 10-K filed by
the Company on September 27, 1994, wherein the Company
filed this document as Exhibit "10.21"
10.22 - Third Amendment to Credit Agreement dated as of
December 31, 1994 by and among The GNI Group, Inc.;
Disposal Systems, Inc.; Resource Transportation Services,
Inc.; Chemical Resource Processing, Inc., and NationsBank
of Texas, N.A. This document is incorporated by reference
to the Company's 1995 Annual Report on Form 10-K filed by
the Company on September 22, 1995, wherein the Company
filed this document as Exhibit "10.22"
<PAGE> 8
10.23 - Asset Purchase Agreement dated as of March 1, 1995 by
and among Disposal Systems of Corpus Christi, Inc.; The
GNI Group, Inc.; Disposal Systems, Inc., and Chemical
Waste Management, Inc. This document is incorporated by
reference to the Company's Current Report on Form 8-K
filed by the Company on March 24, 1995, wherein the
Company filed this document as Exhibit "2.1"
10.24 - Fourth Amendment to Credit Agreement dated as of March
3, 1995 by and among The GNI Group, Inc.; Disposal
Systems, Inc.; Resource Transportation Services, Inc.;
Chemical Resource Processing, Inc.; Disposal Systems of
Corpus Christi, Inc., and NationsBank of Texas, N.A. This
document is incorporated by reference to the Company's
1995 Annual Report on Form 10-K filed by the Company on
September 22, 1995, wherein the Company filed this
document as Exhibit "10.24"
10.25 - Fifth Amendment to Credit Agreement dated as of March
31, 1995 by and among The GNI Group, Inc.; Disposal
Systems, Inc.; Resource Transportation Services, Inc.;
Chemical Resource Processing, Inc.; Disposal Systems of
Corpus Christi, Inc., and NationsBank of Texas, N.A.
This document is incorporated by reference to the
Company's 1995 Annual Report on Form 10-K filed by the
Company on September 22, 1995, wherein the Company filed
this document as Exhibit "10.25"
11 - Statement regarding Calculation of Primary and Fully
Diluted Earnings Per Share.
13 - The GNI Group, Inc. 1996 Annual Report to Stockholders.
21 - Subsidiaries of the Company.
23 - Consent of KPMG Peat Marwick, LLP Independent Certified
Public Accountants.
*27 - Financial Data Schedule
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* Filed herewith
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 1,122,941
<SECURITIES> 0
<RECEIVABLES> 6,650,680
<ALLOWANCES> 142,000
<INVENTORY> 400,701
<CURRENT-ASSETS> 9,663,317
<PP&E> 43,829,344
<DEPRECIATION> 11,682,703
<TOTAL-ASSETS> 49,078,218
<CURRENT-LIABILITIES> 9,656,806
<BONDS> 0
<COMMON> 66,059
0
0
<OTHER-SE> 22,268,071
<TOTAL-LIABILITY-AND-EQUITY> 49,078,218
<SALES> 39,338,642
<TOTAL-REVENUES> 39,338,642
<CGS> 24,661,876
<TOTAL-COSTS> 34,539,532
<OTHER-EXPENSES> 6,708,791
<LOSS-PROVISION> 283,113
<INTEREST-EXPENSE> 1,586,641
<INCOME-PRETAX> (3,396,947)
<INCOME-TAX> (1,285,429)
<INCOME-CONTINUING> (2,111,518)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,111,518)
<EPS-PRIMARY> (.32)
<EPS-DILUTED> (.32)
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