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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1995
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or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-8568
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BESTWAY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 81-0332743
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7800 Stemmons Freeway, Suite 320, Dallas, Texas 75247
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 630-6655
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
(None) (None)
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(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
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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/
As of July 31, 1995, there were 1,500,070 shares of the registrant's
Common Stock outstanding.
Bestway, Inc. (the "Company") hereby files this Form 10-K/A to amend its
Annual Report on Form 10-K for the fiscal year ended July 31, 1995 (the "1995
10-K") filed on October 30, 1995 with the Securities and Exchange Commission
(the "Commission") to add the information required by Part III (Items 10, 11,
12 and 13) rather than to incorporate such information by reference in the 1995
10-K from the Company's definitive proxy statement for its 1995 Annual Meeting
of Stockholders as the Company had originally intended.
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Part III of the 1995 10-K is hereby deleted and replaced in its
entirety with the following (All capitalized terms used herein but not defined
herein shall have the meaning assigned to such terms in the 1995 10-K):
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The name, age and positions of each of the directors and executive
officers of the Company are listed below.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Jack E. Meyer 52 Director and Member of the Audit Committee of the
Board of Directors
James A. O'Donnell 43 Director and Member of the Audit Committee of the
Board of Directors
R. Brooks Reed 54 Chairman of the Board, President and Chief Executive
Officer
Beth A. Durrett 38 Vice President - Controller and Secretary
Teresa A. Sheffield 35 Vice President - Marketing
</TABLE>
Mr. Meyer has served as a director of the Company since 1980. Mr.
Meyer is currently President and Chief Executive Officer of Urologix, Inc.
From March 1993 to January 1994 he was President and Chief Financial Officer
for Fiberoptic Sensor Technologies. From January 1992 to October 1992 he was
President and Chief Executive Officer for Carelink Corporation. From June 1986
to June 1991 he was the Executive Vice President and Chief Operating Officer
for Quest Medical, Inc. and has served as a director for Quest Medical, Inc.
since 1987.
Mr. O'Donnell has served as a director of the Company since 1987. Mr.
O'Donnell is a general partner of O'Donnell and Masur, L.P., a venture capital
investment firm which is a significant stockholder and debtholder of the
Company. From 1987 to 1988 he was President of First Republic Venture
Corporation. Mr. O'Donnell has served as a director of RailTex, Inc. since
1988 and as a director of Chatwins Group, Inc. since 1993.
Mr. Reed has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1979. Mr. Reed also assumed the duties
of President of the Company in 1983. Mr. Reed is also a principal of Phoenix
Partners, Inc., a private investment company engaged in the acquisition and
operation of medium-sized businesses in a variety of industries.
Ms. Durrett has served as Vice President - Controller of the Company
since 1987 and was appointed Secretary in 1991. Ms. Durrett has served in
various capacities with the Company since September 1979.
Ms. Sheffield has served as Vice President - Marketing since July
1992. Ms. Sheffield has served in various capacities with the Company since
February 1988.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock to file reports of ownership and
changes in ownership with the Commission. Executive officers, directors and
greater than 10% beneficial owners are required by Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms received by the Company and
written representations from certain reporting persons that no other reports
were required for those persons, the Company believes that all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were complied with during the fiscal year ended July
31, 1995.
ITEM 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table shows all cash and other
compensation paid (or to be paid) by the Company for the fiscal years ended
July 31, 1995, 1994 and 1993 to the Company's Chief Executive Officer and
highest compensated executive officer for services rendered in all capacities
in which they served during each period whose total annual salary and bonus
exceeded $100,000 in the fiscal year ended July 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
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Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards($)
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<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman, 1995 $150,000 $37,111 (1) --
President and Chief Executive 1994 $150,000 $74,104 (1) --
Officer 1993 $167,800 -- $164,487 (2)
Teresa A. Sheffield, 1995 $71,615 $29,327 --
Vice President - Marketing 1994 $51,385 $37,384 (3) --
1993 $44,000 $26,043 $ 19,800 (4)
</TABLE>
(1) This amount represents the tax liability paid by the Company relating
to the restricted stock awarded by the Company to Mr. Reed in 1993 in
the amount of 109,658 shares of the Company's Common Stock in
connection with the restructuring of the Company.
(2) In connection with the restructuring of the Company in 1993, the
Company awarded Mr. Reed 109,658 shares of restricted stock valued at
$1.50 per share.
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(3) $9,538 represents the tax liability paid by the Company relating to
the restricted stock awarded by the Company to Ms. Sheffield in 1993 in
the amount of 13,200 shares of the Company's Common Stock in connection
with the restructuring of the Company.
(4) In connection with the restructuring of the Company in 1993, the
Company awarded Ms. Sheffield 13,200 shares of restricted stock valued
at $1.50 per share.
The following Option Grants Table shows all options granted by the
Company for the fiscal year ended July 31, 1995 to the Company's highest
compensated executive officer listed above: (i) the number of shares covered
by such options; (ii) the percent that such options represented of total
options granted to all the Company's employees during the 1995 fiscal year;
(iii) the exercise price, and (iv) the expiration date.
OPTION GRANTS TABLE
<TABLE>
<CAPTION>
Percent of Total
Options Granted to Exercise
Employees in 1995 Price Per Expiration
Name Options Granted Fiscal Year Share Date
---- --------------- ----------- ----- ----
<S> <C> <C> <C> <C>
Teresa A. Sheffield 60,800 58.8% $5.00 7/24/1999
</TABLE>
RETIREMENT SAVINGS PLAN PROGRAM - 401(K) PLAN
The Company established a Retirement Savings Plan (the "Savings Plan")
effective as of September 1, 1994 which is intended to qualify under Section
401(k) of the Internal Revenue Code of 1986 (the "Code"). Employees who have
been employed with the Company for four months or more are eligible for
participation in the Savings Plan. Pursuant to the Savings Plan, employees may
elect to reduce their current compensation by up to 15% (subject to certain
limitations under the Code) and have the amount of such reduction contributed
to the Savings Plan. The Savings Plan permits, but does not require,
additional or matching contributions to the Savings Plan by the Company on
behalf of all participants in the Savings Plan. The Company has made no
additional or matching contributions to the Savings Plan. The Board of
Directors of the Company intends to conduct a review at the end of each fiscal
year to determine whether the Company will make any additional or matching
contributions to the Savings Plan. All assets of the Savings Plan are held in
trust at all times.
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COMPENSATION OF DIRECTORS
The Company's policy is to reimburse its directors for travel, lodging
and related expenses incurred on account of attendance at meetings of the Board
of Directors and committees thereof. For their participation in special
meetings of the Board convened by conference telephone call, for services in
relation to any matters adopted by the unanimous written consent of the
directors, and for all the various services rendered, directors, other than
those who are employees or consultants of the Company, receive an annual
retainer of $1,200. Additionally, each director, other than those who are
officers or employees of the Company, receive $500 for each meeting attended.
In order to conserve cash, no fees have been paid in cash to any director since
1988 and from 1984 through 1988, directors received Common Stock of the Company
in lieu of fees. Furthermore, in connection with the 1993 restructuring of the
Company, Messrs. R. Brooks Reed and Jack E. Meyer received 109,658 and 13,271
shares, respectively, of the Company's Common Stock. The purpose of granting
stock to Messrs. Reed and Meyer was to prevent dilution of their respective
ownership positions in the Company, to provide an incentive to them to build
stockholder value following the restructuring and to compensate them for past
service to the Company, including, but not limited to, their waiver of
directors fees and service as directors without compensation since 1988.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Decisions regarding the compensation of the executive officers of the
Company are made by the Board of Directors. In fiscal year 1995, decisions
concerning the compensation of Ms. Beth A. Durrett and Ms. Teresa A. Sheffield
were made by the entire Board of Directors and decisions concerning the
compensation of Mr. R. Brooks Reed were made by Mr. Jack E. Meyer and Mr. James
A. O'Donnell.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 10,
1995, obtained from information furnished by the persons named below,
concerning the beneficial stock ownership of each person known to the Company
who may be deemed to be the beneficial owner of more than five percent of the
Company's Common Stock, each director of the Company and all directors and
executive officers of the Company as a group. The Company has no other class
of equity securities outstanding other then its Common Stock.
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<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
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<S> <C> <C>
O'Donnell & Masur, L.P. ("O&M") 981,872 65.5%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell (2) 983,872 65.6%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur (3) 981,952 65.5%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
R. Brooks Reed (4) 58,873 3.9%
7800 Stemmons, Suite 320
Dallas, Texas 75247
Jack E. Meyer 16,203 1.1%
7800 Stemmons, Suite 320
Dallas, Texas 75247
All directors and executive officers 1,088,102 72.5%
as a group (5 persons)
</TABLE>
(1) Except as noted, beneficial ownership consists of sole voting and
investment power. The inclusion of shares that may be deemed
beneficially owned herein, however, does not constitute an admission
that the named stockholders are direct or indirect beneficial owners of
such shares.
(2) Mr. O'Donnell has sole voting power and sole investment power with
respect to 2,000 shares of Common Stock of the Company that he owns
directly. Mr. O'Donnell by virtue of his being a general partner of
O&M may be deemed, for purposes of determining beneficial ownership
pursuant to Rule 13d-3, to own beneficially the 981,872 shares of
Common Stock owned by O&M.
(3) Mr. Masur has sole voting power and sole investment power with respect
to 80 shares of Common Stock of the Company that he owns directly. Mr.
Masur by virtue of his being a general partner of O&M may be deemed,
for purposes of determining beneficial ownership pursuant to Rule
13d-3, to own beneficially the 981,872 shares of Common Stock owned by
O&M.
(4) Excludes a total of 71,000 shares of Common Stock of the Company owned
by Mr. Reed's spouse and adult children which Mr. Reed may be deemed
beneficially to own.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is indebted to O&M in the principal amount of $3,000,000.
One of the Company's directors, James A. O'Donnell, is a general principal in
O&M. In addition to the Company's indebtedness to O&M, the Company is indebted
to one of its directors, Jack E. Meyer, in the principal amount of $100,000 and
is indebted to a private company in the principal amount of $500,000. O&M owns
71% of the total common stock of the private company, all of which is nonvoting
common stock, and James A. O'Donnell, a director of the Company, is a director
of the private company. R. Brooks Reed, the Chairman of the Board of Directors
and Chief Executive Officer of the Company, owns approximately 9.5% of the
common stock of the private company, all of which is voting common stock, and
is a director of the private company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on this
28th day of November, 1995.
BESTWAY, INC.
/s/ Beth A. Durrett
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Beth A. Durrett
Vice President - Controller
(Duly authorized representative and
principal financial officer)
