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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
[ ] 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 1-5706
THE ACTAVA GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-0971455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 GEORGIA-PACIFIC CENTER, 30303
ATLANTA, GEORGIA (Zip Code)
(Address of principal Executive Offices)
(404) 658-9000
(Registrant's telephone number, including area code)
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a)(1) Financial Statements
INDEX OF FINANCIAL STATEMENTS
The following consolidated financial statements of The Actava Group
Inc. and subsidiaries are included in Item 8:
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Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Balance Sheets as of December 31, 1993
and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Operations for the years
ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements --
December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
Summary of Quarterly Earnings and Dividends . . . . . . . . . . . . . . . . . . . . . . . F-30
(a)(2) Schedules
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INDEX OF FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedules of The Actava
Group Inc. and subsidiaries are included in Item 14(d):
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Schedule II -- Amounts Receivable From Related Parties and Underwriters,
Promoters, and Employees Other Than Related Parties . . . . . . . . . S-2
Schedule III -- Condensed Financial Information of The Actava Group Inc. . . . . . . . S-3
Schedule V -- Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . S-7
Schedule VI -- Accumulated Depreciation, Depletion and Amortization of Property,
Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Schedule VIII -- Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . S-9
Schedule IX -- Short-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . S-12
Schedule X -- Supplementary Income Statement Information . . . . . . . . . . . . . . S-13
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All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
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(a)(3) Listing of Exhibits.
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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3(a)(i)* Restated Certificate of Incorporation of
Actava
3(b)(i)* Restated By-laws of Actava
4(a) Reference is made to Exhibit 3(a)(i)
4(b)(i) Indenture dated as of August 1, 1973, Application on Form T-3 for Exhibit T3C
with respect to 9 1/2% Subordinated Qualification of Indenture under the
Debentures due August 1, 1998, between Trust Indenture Act of 1939 (File No.
Actava and Chemical Bank, as Trustee 22-7615)
4(b)(ii) Agreement among Actava, Chemical Bank and Registration Statement on Form S-14 Exhibit 4(d)(ii)
Manufacturers Hanover Trust Company, (Registration No. 2-81094)
dated as of September 26, 1980, with
respect to successor trusteeship of the
9 1/2% Subordinated Debentures due August
1, 1998
4(b)(iii) Instrument of resignation, appointment Annual Report on Form 10-K for the Exhibit 4(d)(iii)
and acceptance dated as of June 9, 1986 year ended December 31, 1986
among Actava, Manufacturers Hanover Trust
Company and Irving Trust Company, with
respect to successor trusteeship of the
9 1/2% Subordinated Debentures due August
1, 1998
4(c)(i) Indenture dated as of March 15, 1977, Registration Statement on Form S-7 Exhibit 2(d)
with respect to 9 7/8% Senior (Registration No. 2-58317)
Subordinated Debentures due March 15,
1997, between Actava and The Chase
Manhattan Bank, N.A., as Trustee
4(c)(ii) Agreement among Actava, The Chase Registration Statement on Form S-14 Exhibit 4(e)(ii)
Manhattan Bank, N.A. and United States (Registration No. 2-81094)
Trust Company of New York, dated as of
June 14, 1982, with respect to successor
trusteeship of the 9 7/8% Senior
Subordinated Debentures due March 15,
1997
4(d)(i) Indenture between National Industries, Post-Effective Amendment No. 1 to Exhibit T3C
Inc. and First National City Bank, dated Application on Form T-3 for
October 1, 1974, for the 10% Subordinated Qualification of Indenture Under The
Debentures, due October 1, 1999 Trust Indenture Act of 1939 (File
No. 22-8076)
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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4(d)(ii) Agreement among National Industries, Inc., Registration Statement on Form Exhibit 4(f)(ii)
Actava, Citibank, N.A., and Marine Midland S-14 (Registration No. 2-81094)
Bank, dated as of December 20, 1977, with
respect to successor trusteeship of the
10% Subordinated Debentures due October 1,
1999
4(d)(iii) First Supplemental Indenture among Actava, Registration Statement on Form Exhibit 2(q)
National Industries, Inc. and Marine S-7 (Registration No. 2-60566)
Midland Bank, dated January 3, 1978,
supplemental to the Indenture dated
October 1, 1974 between National and First
National City Bank for the 10%
Subordinated Debentures due October 1,
1999
4(e) Public Bond Issue Agreement dated February Annual Report on Form 10-K for Exhibit 4(h)
19, 1986, with respect to 6% Senior the year ended December 31, 1985
Subordinated Swiss Franc Bonds due March
6, 1996, among Actava, Soditic S.A. and
certain other institutions named therein
4(f) Indenture dated as of August 1, 1987, with Annual Report on Form 10-K for Exhibit 4(i)
respect to 6 1/2% Convertible Subordinated the year ended December 31, 1987
Debentures due August 4, 2002, between
Actava and Chemical Bank, as Trustee
4(g) Loan and Security Agreement, dated as of Amendment No. 1 to Registration Exhibit 4(i)
April 30, 1992, with respect to $35 Statement on Form S-3
million secured revolving credit facility, (Registration No. 33-48202)
among Actava, certain of its subsidiaries
and Barclays Business Credit, Inc.
4(h) Senior Note Agreement, dated as of June 8, Amendment No. 1 to Registration Exhibit 4(j)
1992, with respect to private placement of Statement on Form S-3
$200 million of Senior Notes due 1997, (Registration No. 33-48202)
1999 and 2002, among Qualex Inc. and the
purchasers listed therein.
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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4(i) Credit Agreement, dated as of October 30,
1992, with respect to a $115 million
revolving credit facility, among Qualex
Inc. and the eight participants thereto.
A copy of this agreement is not filed as
the debt does not exceed 10% of the total
assets of total assets of registrant;
however, registrant hereby agrees to
furnish a copy of such agreement to the
Commission upon request.
4(j)(i) Finance and Security Agreement, dated as
of October 30, 1992, with respect to a
revolving credit facility of up to $100
million, between Actava Industries, Inc.
and ITT Commercial Finance Corp. A copy
of this agreement is not filed as the
debt does not exceed 10% of the total
assets of registrant; however, registrant
hereby agrees to furnish a copy of such
agreement to the Commission upon request.
4(j)(ii) Amendment, dated as of March 29, 1994, to
Finance and Security Agreement, dated as
of October 30, 1992, with respect to a
revolving credit facility of up to $100
million, between Actava Industries, Inc.
and ITT Commercial Finance Corp. A copy
of this agreement is not filed as the
debt does not exceed 10% of the total
assets of registrant; however, registrant
hereby agrees to furnish a copy of such
agreement to the Commission upon request.
4(k) Loan and Security Agreement, dated as of
December 29, 1992, with respect to a
revolving credit facility of up to $35
million between Nelson/Weather-Rite, Inc.
and BA Business Credit, Inc. A copy of
this agreement is not filed as the debt
does not exceed 10% of the total assets
of registrant; however, registrant hereby
agrees to furnish a copy of such
agreement to the Commission upon request.
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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4(l)(i) Finance and Security Agreement, dated
as of December 15, 1993, with respect to
a revolving credit facility of up to $50
million, between Diversified Products
Corporation and ITT Commercial Finance
Corp. and the Provident Bank. A copy of
this agreement is not filed as the debt
does not exceed 10% of the total assets
of registrant; however, registrant hereby
agrees to furnish a copy of such
agreement to the commission upon request.
4(l)(ii) Amendment, dated as of March 29, 1994, to
Finance and Security Agreement, dated as
of December 15, 1993, with respect to a
revolving credit facility of up to $50
million, between Diversified Products
Corporation and ITT Commercial Finance
Corp. and the Provident Bank. A copy of
this agreement is not filed as the debt
does not exceed 10% of the total assets
of registrant; however, registrant
hereby agrees to furnish a copy of such
agreement to the commission upon request.
4(m) Revolving Loan and Security Agreement,
dated as of April 29, 1993, with respect
to a revolving credit facility of up to
$10 million between Willow Hosiery
Company, Inc. and Sterling National Bank
and Trust Company of New York. A copy of
this agreement is not filed as the debt
does not exceed 10% of the total assets
of registrant; however, registrant hereby
agrees to furnish a copy of such
agreement to the Commission upon request.
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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4(n) Amended and Restated $5 Million Revolving
Note, Amended and Restated $3 Million
Letter of Credit Note, and First
Amendment to the Revolving Loan Agreement
dated as of August 31, 1993, and
Revolving Loan Agreement dated as of
August 24, 1992, between Hutch Sports USA
Inc. and the Fifth Third Bank. Copies of
these agreements are not filed as the
debt does not exceed 10% of the total
assets of the registrant; however,
registrant hereby agrees to furnish
copies of such agreements to the
Commission upon request.
10(a)(i) 1982 Stock Option Plan of Actava Proxy Statement date March 31, 1982 Exhibit A
10(a)(ii) 1989 Stock Option Plan of Actava Proxy Statement dated March 31, 1989 Exhibit A
10(a)(iii) 1969 Restricted Stock Plan of Actava Annual Report on Form 10-K for the Exhibit 10(a)(iii)
year ended December 31, 1990
10(a)(iv) 1991 Non-Employee Director Stock Option Annual Report on Form 10-K for the Exhibit 10(a)(iv)
Plan year ended December 31, 1991
10(a)(v) Amendment to 1991 Non-Employee Director Annual Report on Form 10-K for the Exhibit 10(a)(v)
Stock Option Plan year ended December 31, 1992
10(b) Form of Severance Agreement between Annual Report on Form 10-K for the Exhibit 10(c)
officers of Actava and Actava dated May year ended December 31, 1985
20, 1985
10(c) Snapper Power Equipment Profit Sharing Annual Report on Form 10-K for the Exhibit 10(c)
Plan year ended December 31, 1987
10(f)(iii) Termination Agreement between J. B. Fuqua Annual Report on Form 10-K for the Exhibit 10(f)(iii)
and Actava dated March 18, 1991 year ended December 31, 1990
10(h)(i) Retirement Plan executed November 1, 1990 Annual Report on Form 10-K for the Exhibit 10(h)(i)
as amended to be effective January 1, year ended December 31, 1990
1989
10(h)(ii) Supplemental Retirement Plan of Actava Annual Report on Form 10-K for the Exhibit 10(j)
year ended December 31, 1983
10(h)(iii) Supplemental Executive Medical Annual Report on Form 10-K for the Exhibit 10(h)(iii)
Reimbursement Plan year ended December 31, 1990
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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10(h)(iv) Amendment to Supplemental Retirement Plan Annual Report on Form 10-K for the Exhibit 10(h)(iv)
of Actava effective April 1, 1992 year ended December 31, 1991
10(i)(i) Shareholders' Agreement dated as of Annual Report on Form 10-K for the Exhibit 10(j)
December 7, 1987 by and between Eastman year ended December 1, 1987
Kodak Company and Actava
10(i)(ii) Amendment No. 1, dated as of March 29, Current Report on Form 8-K dated Exhibit 2(b)
1988 to the Shareholders' Agreement dated April 12, 1988
as of June 7, 1987 between Eastman Kodak
Company and Actava
10(j)(iii) Amendment No. 2, dated as of March 28, Annual Report on Form 10-K for the Exhibit 10(i)(iii)
1991 to the Shareholders' Agreement dated year ended December 31, 1990
as of June 7, 1987 between Eastman Kodak
Company and Actava
10(j) Stockholder Agreement dated as of May 22, Quarterly Report on Form 10-Q for Exhibit 3
1989 by and between Actava and Triton the three months ended June 30, 1989
Group Ltd.
10(j)(ii) Loan Agreement dated November 27, 1991 Annual Report on Form 10-K for the Exhibit 10(j)(ii)
between Actava and Triton Group Ltd. year ended December 31, 1991
10(k)(i) Form of Post Employment Consulting Annual Report of Form 10-K for the Exhibit 10(k)
Agreement between officers of Actava and year ended December 31, 1991
Actava
10(k)(ii)* Form of First Amendment to Post-
employment Consulting Agreement between
officers of Actava and Actava
10(l) 1992 Officer and Director Stock Purchase Annual Report on Form 10-K for the Exhibit 10(l)
Plan year ended December 31, 1991
10(m) Director Group Medical Plan Annual Report on Form 10-K for the Exhibit 10(m)
year ended December 31, 1991
10(n) Form of Restricted Stock Purchase Annual Report on Form 10-K for the Exhibit 10(n)
Agreement between certain officers of year ended December 31, 1991
Actava and Actava
10(o) Incentive Bonuses for Certain Corporate Annual Report on Form 10-K for the Exhibit 10(o)
Officers year ended December 31, 1991
10(p)(i) Forbearance Agreement dated June 30, 1992 Amendment No. 1 Registration Exhibit 10(o)
between Actava, Triton Group Ltd. and Statement on Form S-3 (Registration
Intermark, Inc. No. 33-48202)
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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10(p)(ii) Amendment, dated July 13, 1992, to Quarterly Report on Form 10-Q Exhibit 5
Forbearance Agreement dated June 30, 1992 for the three months ended
between Actava, Triton Group Ltd. and June 30, 1992
Intermark, Inc.
10(p)(iii) Amendment, dated July 30, 1992, to Quarterly Report on Form 10-Q Exhibit 6
Forbearance Agreement dated June 30, 1992 for the three months ended
between Actava, Triton Group Ltd. and June 30, 1992
Intermark, Inc., as amended by Amendment to
Forbearance Agreement dated July 13, 1992.
10(p)(iv) Amendment, dated September 23, 1992, to Quarterly Report on Form 10-Q Exhibit 4
Forbearance Agreement dated June 30, 1992 for the three months ended
between Actava Industries, Inc., Triton Group September 30, 1992
Ltd. and Intermark, Inc., as amended by
Amendments to Forbearance Agreement dated
July 13, 1992 and July 30, 1992.
10(p)(v) Amendment, dated October 7, 1992, to Quarterly Report on Form 10-Q Exhibit 5
Forbearance Agreement dated June 30, 1992 for the three months ended
between Actava Industries, Inc., Triton Group September 30, 1992
Ltd. and Intermark, Inc., as amended by
Amendments to Forbearance Agreement dated
July 13, July 30, and September 23, 1992.
10(q) Agreement between The Actava Group Inc. and Annual Report on Form 10-K Exhibit 10(q)
J.B. Fuqua regarding sale by The Actava for the year ended December
Group, Inc. of rights in the name "Actava". 31, 1992
10(r) Amended and Restated Loan Agreement between Quarterly report on Form 10-Q Exhibit 19
The Actava Group Inc. and Triton Group Ltd. for the three months ended
dated June 25, 1993. June 30, 1993.
10(s) First Amendment, dated August 19, 1993 to Quarterly Report on Form 10-Q Exhibit 19
Amended and Restated Loan Agreement between for the three months ended
The Actava Group Inc. and Triton Group Ltd. September 30, 1993
dated June 5, 1993
10(t)* Second Amendment, dated December 7, 1993 to
Amendment and Restated Loan Agreement between
The Actava Group Inc. and Triton Group Ltd.
dated June 25, 1993
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION DOCUMENT WITH WHICH EXHIBIT DESIGNATION OF SUCH
OF EXHIBIT IN DESCRIPTION OF WAS PREVIOUSLY FILED WITH EXHIBIT IN THAT
THIS FORM 10-K EXHIBITS COMMISSION DOCUMENT
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10(u)* Form of Indemnification Agreement between
Actava and each of its directors and
executive officers
10(v) 1993 Incentive Bonus Plan for certain
corporate officers
11* Statement of computation of earnings per
share
18 Letter regarding change in accounting Annual Report on Form 10-K Exhibit 18
principle for the costs associated with proof for the year ended December
advertising program. 31, 1992
22* Subsidiaries of Actava
23* Consent of Ernst & Young
24* Powers-of-Attorney
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* Filed with Annual Report on Form 10-K as originally filed on March 31,
1994.
(b) Reports on Form 8-K filed in the fourth quarter of 1993:
None
(c) The response to this portion of Item 14 is submitted as a separate
section in this report.
(d) The response to this portion of Item 14 is submitted as a separate
section in this report.
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SIGNATURES
Pursuant to the requirements or Section 13 or 15(d) 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.
THE ACTAVA GROUP INC.
By: /s/ FREDERICK B. BEILSTEIN, III
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Frederick B. Beilstein, III
Senior Vice President and
Chief Financial Officer
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EXHIBIT 10(V) TO FORM 10-K
FUQUA INDUSTRIES, INC.
1993 OFFICER'S BONUS PLAN
APRIL 12, 1993
There are three separate pieces to the 1993 Plan:
1. A maximum of 40% of base salary can be earned by Fuqua
"out-performing" the S&P 500 average on "Total Shareholder
Return" ("TSR").
2. A maximum of 60% of base salary can be earned by the officers
accomplishing the five major goals as set by the Board.
3. The Compensation Committee may recommend a discretionary bonus
if conditions and events warrant such a move -- after year-end.
Part (1) -- Out Performing the Average S&P 500 on "TSR":
FUQUA OFFICERS
IF FUQUA'S TOP FUQUA WILL HAVE WILL EARN THIS
PERCENTILE RANK OUT-PERFORMED THIS PERCENT OF
IS AS FOLLOWS MANY OF THE S&P 500 THEIR BASE SALARY
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80th 400 40%
75th 375 36%
70th 350 32%
65th 325 28%
60th 300 24%
55th 275 20%
50th 250 16%
45th 225 12%
40th 200 8%
35th 175 4%
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* TSR means appreciation plus cash dividends for the period January 1,
1993 to December 31, 1993.
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EXHIBIT 10(V) TO FORM 10-K
Part (2) -- Accomplishment of Major Goals:
Following are the five most important specific goals to be
accomplished by the officers during the year 1993. The Compensation Committee
will decide the degree to which each is successfully accomplished and award at
most the maximum percent of salary set forth:
MAXIMUM PERCENT
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Sell the Snapper Ft. Worth Plant 5%
Achieve budget 25%
Sell Snapper 10%
Acquire DP and replace "Revolver" 10%
Resolve Kodak disputes 10%
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60%
