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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
(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 January 27, 1996
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 NO. 1-258
JG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
ILLINOIS 36-1141010
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1615 WEST CHICAGO AVENUE, 60622
CHICAGO, ILLINOIS (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (312) 850-8000
Securities registered pursuant to section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -----------------------
COMMON STOCK, NO PAR VALUE CHICAGO 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 ((S)229.405 of this chapter) 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. [ ]
The aggregate market value of Common Stock held by nonaffiliates of
the Registrant on April 5, 1996 was approximately $2,565,607. On that date
there were 7,061,914 shares of Common Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name and age of each member of the Board
of Directors, the position or positions held with the Company by each director,
each director's principal occupation or employment, other directorships held by
each director, the year in which each such person became a director, and the
number of shares of Common Stock beneficially owned, directly or indirectly, by
each director or in which such director had a beneficial interest as of April
12, 1996. Unless otherwise indicated in the table or a footnote thereto, each
director's principal occupation has been held since at least January 1, 1991.
<TABLE>
<CAPTION>
Approximate
Name, Principal Shares of Common Stock Percent of
Occupation and Director of the Beneficially Owned On Class (if more
Other Directorships/(1)/ Age Company Since April 12, 1996 than 1%)
- --------------------------- ---- ---------------------- ----------------------- --------------
<S> <C> <C> <C> <C>
PETER C.B. BYNOE 45 1991 None ---
Attorney at Law, Rudnick
& Wolfe; Chairman and CEO
of Telemat, Ltd; Director
of Uniroyal Technology
Corporation; Director of
HKI since 1991.
SHELDON COLLEN 74 1993 None ---
Consultant and Attorney
at Law
MAX DRESSLER 88 1983 None ---
Attorney at Law,
Dressler, Goldsmith,
Shore & Milnamow, Ltd.
LIONEL GOLDBLATT 67 1959 182,489 2.5
Vice President of the
Company; Chairman of
Goldblatt's since
February 1986.
WILLIAM HELLMAN 75 1983 275,000 3.8
Chairman and Chief
Executive Officer of
the Company; President
of Goldblatt's since May
1993 and from February
1986 to October 1990;
</TABLE>
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<TABLE>
<CAPTION>
Approximate
Name, Principal Shares of Common Stock Percent of
Occupation and Director of the Beneficially Owned On Class (if more
Other Directorships/(1)/ Age Company Since April 12, 1996 than 1%)
- ----------------------- --- --------------- ---------------------- --------------
<S> <C> <C> <C> <C>
Chairman and Chief
Executive Officer of
Sussex; Chairman of HKI
since February 1988;
Director of HKI from
September 1986 to October 1995.
CHARLES JAMISON 56 1986 None ---
Director of
Integon Corporation;
Director of HKI from
September 1986 to October 1995.
MICHAEL KURZMAN /(2)/ 56 1983 500 ---
Executive Vice President
and Treasurer of The
Lurie Company and its
subsidiaries and LaSalle
Security Systems, Inc.;
Director and President of
Lurie Century Associates,
Lurie Columbia Associates,
Inc., Randolph Jefferson,
Inc., and TLC Real Estate,
Inc.; Vice President of
Lurie Industrial
Properties, Inc.;
Director of HKI from
September 1986 to October 1995.
PHILIP ROOTBERG/(3)/ 77 1983 39,715 ---
Vice President of the
Company; Director of HKI
from September 1986 to October 1995.
Senior Partner
of Philip Rootberg &
Company L.L.P., a public
accounting firm.
EDWARD ROSS/(2)(3)/ 74 1983 None ---
Vice Chairman of the
Company; Director of HKI
from September 1986 to October 1995.
3
</TABLE>
<PAGE>
<TABLE>
Approximate
Name, Principal Shares of Common Stock Percent of
Occupation and Director of the Beneficially Owned On Class (if more
Other Directorships/(1)/ Age Company Since April 12, 1996 than 1%)
- ---------------------------- --- --------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
WALLACE W. SCHROEDER 70 1992 1,000 ---
Director of HKI since June
1988; outside consultant
to HKI from September
1987 to May 1988; Vice
President-Chief Financial
Officer of HKI from July
1986 to September 1987.
</TABLE>
/(1)/ Only directorships of issuers with a class of securities registered
pursuant to Section 12 of the Securities Act of 1934, as amended, or
subject to the requirements of Section 15(d) of that Act, or directorships
of issuers registered as investment companies under the Investment Company
Act of 1940 are listed in the above table.
/(2)/ Messrs. Jamison and Ross resigned from the Board of Directors effective
July 10, 1996.
/(3)/ Messrs. Rootberg and Ross are the beneficial owners of 10,401 and 21,622
shares, respectively, of Jupiter which represents 3.9% and 8.0%
respectively, of the outstanding shares of common stock of Jupiter. Mssrs.
Rootberg and Ross are Trustees of Voting Trusts holding 2,093 and 25,910
shares, respectively, of Jupiter which represents .8% and 9.7%
respectively, of the outstanding stock of Jupiter.
INFORMATION CONCERNING THE BOARD DIRECTORS AND
CERTAIN COMMITTEES THEREOF
The Board of Directors has designated an Audit Committee, an Executive
Committee and a Compensation Committee, but not a Nominating Committee.
Currently, the members of the Audit Committee are Mr. Bynoe and Mr. Dressler;
the members of the Executive Committee are Mr. Hellman (Chairman) and Mr.
Rootberg; and the members of the Compensation Committee are Mr. Dressler and Mr.
Kurzman.
The functions of the Audit Committee include reviewing the independent
auditors, recommending to the Board of Directors the engagement and discharge of
independent auditors, reviewing with the independent auditors the plan and
results of auditing engagements, approving or ratifying each professional
service provided by independent auditors and estimated by management to cost
more than 10% of the previous year's audit fee, considering the range of audit
and non-audit fees, reviewing the scope and results of the Company's procedures
for internal auditing and the adequacy of internal accounting controls and
directing and supervising special investigations. The Audit Committee met once
in fiscal 1996.
The Executive Committee is authorized to exercise the powers of the Board
of Directors in certain business transactions and affairs of the Company during
the intervals between meetings of the Board.
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The Board of Directors held a total of five meetings in fiscal 1996. All
directors attended at least 80% of all Board meetings, and at least 80% of all
meetings of any committee of which such director was a member.
Each director who is not an officer of the Company or its subsidiaries
receives an annual fee of $5,000 plus $500 for each Board meeting attended, and
is also compensated for all committee meetings at a rate equal to one-half of
that set from time to time for Board meetings. Outside directors may also be
compensated for attendance at meetings with the executives of the Company and
for related services on behalf of the Company, in the discretion of the
Executive Committee.
ITEM 11 EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid or accrued with respect to fiscal 1996, 1995 and 1994 by the Company and
its subsidiaries to the Chief Executive Officer and each of the other highest
compensated executive officers whose aggregate compensation for fiscal 1995
exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and All Other
Principal Position Year Salary($) Bonus($) Compensation($)/(1)/
- ------------------ ---- --------- -------- --------------------
<S> <C> <C> <C> <C>
William Hellman/(2)/ 1996 $340,000 $ 0 $ 724
Chairman and Chief 1995 324,616 54,190 819
Executive Officer of 1994 290,002 0 1,441
the Company and President
of Goldblatt's
Lionel Goldblatt/(3)/ 1996 $143,269 $ 0 $1,048
Vice President of the 1995 135,000 11,600 1,298
Company and Chairman 1994 135,000 0 1,509
of the Board of
Goldblatt's
Clarence Farrar/(4)/ 1996 $212,768/(5)/$ 0 $1,048
President and Chief 1995 168,615 11,396 2,608
Operating Officer of the 1994 156,462 0 2,362
Company, and Vice
President
of Goldblatt's
- ---------------------------------------------
</TABLE>
/(1)/ The amounts shown represent Company contributions to the account of the
named executive officer pursuant to the Company's 401(k) plan, the cost of
group term life insurance and reimbursement for medical expenses in excess
of that allowable to other employees pursuant to an executive officer
health insurance plan.
/(2)/ Mr. Hellman has entered into an Amended and Restated Employment Agreement
with the Company, effective as of June 1, 1983 and as subsequently
amended, providing for his employment as the President and Chief Executive
Officer of the Company and as Chairman of the Executive Committee to serve
through July 31, 1996. In addition, under the terms of his Employment
Agreement, Mr. Hellman receives a bonus equal to 5% of the pre-tax profit
of Goldblatt's Department Stores, Inc. ("Goldblatt's"), as adjusted for
certain items, and reimbursement for business expenses of up
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to $3,500 per month. Mr. Hellman deferred $137,500 of compensation in 1983
which accrued interest as of August 1, 1986 (but not prior thereto) at the
prime rate of interest. Such deferred compensation, including accrued
interest, in the amount of $237,000 was paid to Mr. Hellman on August 1,
1992. As the interest earned on this deferred compensation was not above
market rates, it is not included in the above table. Mr. Hellman has also
entered into a Consulting Agreement pursuant to which he has agreed to
provide certain services to the Company following the termination of his
employment, and he (or his estate) will be paid $189,000 per year for ten
years. The obligations of the Company pursuant to the Consulting Agreement
are secured by an annuity which has been purchased by the Company,
pursuant to a Pledge and Security Agreement dated as of January 25, 1991.
Mr. Hellman and the Compensation Committee are currently negotiating an
extension of his Employment Agreement beyond July 31, 1996.
/(3)/ Mr. Goldblatt has entered into an Employment Agreement with the Company,
effective as of June 1, 1983 and as subsequently amended, providing for
his employment as a Vice President of the Company and as Chairman of
Goldblatt's through July 31, 1997, with his then effective salary and
other employee benefits to continue, as payment for certain consulting
services, for one year thereafter upon expiration of the Agreement or
termination thereof prior to expiration in certain events.
/(4)/ Mr. Farrar has entered into an Employment Agreement with the Company,
dated as of November 30, 1990 and as subsequently amended, providing for
his employment as President and Chief Operating Officer for one year terms
automatically renewable unless either party gives written notice to the
other of non-renewal. If the Company gives notice of non-renewal, then Mr.
Farrar is entitled to a sum equal to twelve months salary as severance
pay.
/(5)/ Includes $34,500 paid to Mr. Farrar by Huffman Koos in consideration for
cancellation of an option to purchase shares.
STOCK OPTION PLANS
The Company's 1983 Stock Option and Stock Appreciation Rights Plan, as
amended and restated, (the "1983 Plan"), authorized the issuance to salaried
officers and other key employees of incentive stock options, non-incentive stock
options and stock appreciation rights to acquire a maximum of 300,000 shares of
the Company's Common Stock (subject to adjustment as provided in the 1983 Plan).
As of April 12, 1996, 23,500 shares of the Company's Common Stock were subject
to outstanding options, and there were five participants under the 1983 Plan.
The average per share exercise price of all such options was $.50. As of April
12, 1996, 3,500 shares remained available for grants.
The Company's 1988 Stock Option Plan, as amended and restated (the "1988
Plan"), approved by the shareholders at the annual meeting on June 14, 1988, and
amended by the shareholders at the annual meeting on July 20, 1993, authorizes
the issuance of 320,000 shares of the Company's Common Stock to salaried
officers and other key employees of the Company and its subsidiaries. As of
April 12, 1996, 125,000 shares of the Company's Common Stock were subject to
outstanding options, and there were four participants under the 1988 Plan. The
average per share exercise price of all such options was $.96. As of April 12,
1996, 182,000 shares under the 1988 Plan remained available for grants.
The Plan is administered by the Compensation Committee of the Board of
Directors which has sole authority to determine, among other things, the persons
to whom options will be granted and the time or times when options become
exercisable. There were no individual grants made during the fiscal year ended
January 27, 1996.
The following table provides certain information concerning each exercise
of stock options under the Company's 1983 and 1988 Stock Option Plans during the
fiscal year ended January 28, 1995 by each of the Named Executive Officers and
the fiscal year-end value of unexercised options held by such
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persons under the Company's Stock Option Plans:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of In-the-Money
Unexercised Options of Options at Fiscal
Shares Value Fiscal Year-End (#) Year-End ($)/1/
Acquired on Realized ------------------------- -------------------------
Name Exercise # $ Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Hellman
1983 Plan 0 -- 0 0 -- --
1988 Plan 0 -- 100,000 0 $25,000 --
Lionel Goldblatt
1983 Plan 0 -- 15,000 0 7,500 --
1988 Plan 0 -- 10,000 0 5,000 --
Clarence Farrar
1983 Plan 0 -- 0 0 -- --
1988 Plan 0 -- 13,000 0 4,000 --
</TABLE>
- ------------------
/(1)/
Dollar values were calculated by determining the diffeence between the fair
market value of the underlying securities at year-end and the exercise price of
the options.
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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 12,
1996, regarding the beneficial ownership of the Company's Common Stock by (i)
all persons who owned of record or, to the knowledge of the Company,
beneficially, 5% or more of the outstanding shares of Common Stock, (ii) each
director, (iii) the Chief Executive Officer and the other executive officers
named in the Summary Compensation Table, and (iv) all directors and executive
officers as a group. All shares of Series A Preferred Stock are owned by
Jupiter.
<TABLE>
<CAPTION>
Number of Shares Approximate Percentage
Name of Beneficial Owner Beneficially Owned of Class
- ------------------------------------ ------------------ ----------------------
<S> <C> <C>
Jupiter Industries, Inc. 3,879,773 53.7%
919 North Michigan Avenue
Chicago, Illinois 60611
Peter C. B. Bynoe+ 0 0
Sheldon Collen+ 0 0
Max Dressler+ 0 0
Lionel Goldblatt+* 182,489/(2)/ 2.5
William Hellman+* 275,000/(3)/ 3.8
Charles Jamison+ 0 0
Michael Kurzman+ 500 **
Philip Rootberg+* 39,715 **
Edward Ross+ 0 0
Wallace W. Schroeder+ 1,000 **
Clarence Farrar* 21,000/(4)/ **
All directors and executive officers
as a group (twelve persons) 521,092/(5)/ 7.2
(+)
(*)
(**)
</TABLE>
- ------------------------------------
/(2)/ This number includes 25,000 shares issuable upon exercise of currently
exercisable employee stock options.
/(3)/ This number includes 100,000 shares issuable upon exercise of currently
exercisable employee stock options.
/(4)/ This number includes 13,000 shares issuable upon exercise of currently
exercisable employee stock options.
/(5)/ This number includes 139,000 shares issuable upon exercise of currently
exercisable employee stock options.
/(+)/ Director; Messrs. Jamison and Ross resigned from the Board of
Directors effective July 10, 1986.
/(*)/ Executive Officer
/(**)/ Less than 1%
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to certain relationships and related transactions is
included under "Directors and Executive Officers of the Registrant" and
"Executive Compensation."
EXHIBITS
None.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
JG INDUSTRIES, INC.
Dated: July 25, 1996 By:/s/ Clarence Farrar
-------------------------
Clarence Farrar
President
9
