<PAGE> 1
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, 1996
--------------
or
[ ] 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 0-8568
--------
BESTWAY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 81-0332743
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7800 Stemmons Freeway, Suite 320, Dallas, Texas 75247
----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 630-6655
------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
(None) (None)
------------------- -------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(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. [ ]
The number of shares of Common Stock, $.01 par value, outstanding at
July 31, 1996, was 1,747,717.
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, 1996 (the
"1996 10-K") filed on October 23, 1996 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 1996 10-K from the Company's definitive proxy statement for
its 1996 Annual Meeting of Stockholders as the Company had originally intended.
<PAGE> 2
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
Part III of the 1996 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 1996 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 53 Director and Member of the Audit Committee of
the Board of Directors
James A. O'Donnell 44 Director and Member of the Audit Committee of
the Board of Directors
R. Brooks Reed 55 Chairman of the Board, President and Chief
Executive Officer
Beth A. Durrett 39 Vice President - Controller and Secretary
Teresa A. Sheffield 36 Vice President - Operations
</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 Executive Officer for
Fiberoptic Sensor Technologies. From January 1992 to October 1992 he was
President and Chief Executive Officer for Carelink Corporation. Mr. Meyer has
served as a director for Urologix, Inc. since 1994.
Mr. O'Donnell has served as a director of the Company since 1987 and
since 1987 has been 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. 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 - Operations since July
1992. Ms. Sheffield has served in various capacities with the Company since
February 1988.
<PAGE> 3
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, Continued
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, 1996.
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, 1996, 1995 and 1994 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 $100,000 in the fiscal year ended July 31, 1996.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
----------------------- -------------
Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards($)
------------------ ---- --- --- ---------
<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman,
President and Chief Executive 1996 $150,000 -- --
Officer 1995 $150,000 $37,111 (1) --
1994 $150,000 $74,104 (1) --
Teresa A. Sheffield, 1996 $85,346 $30,376 --
Vice President - Operations 1995 $71,615 $29,327 --
1994 $51,385 $37,384 (2) --
</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) $9,538 represents the tax liability paid by the Company relating to
the restricted stock awarded by the Company to Ms. Sheffield in 1993
in the amount of 13,200 shares of the Company's Common Stock in
connection with the restructuring of the Company.
<PAGE> 4
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION, Continued
OPTION GRANTS TABLE
The following table shows all options granted by the Company for the
fiscal year ended July 31, 1996 to the Company's highest compensated executive
officers listed above: (i) the number of shares covered by such options; (ii)
the percent that such options represented of total options granted to all the
Company's employees during the 1996 fiscal year; (iii) the exercise price, and
(iv) the expiration date.
<TABLE>
<CAPTION>
Percent of Total
Options Granted to Exercise
Employees in 1996 Price Per Expiration
Name Options Granted Fiscal Year Share Date
---- --------------- ----------- ----- ----
<S> <C> <C> <C> <C>
R. Brooks Reed -- -- -- --
Teresa A. Sheffield -- -- -- --
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table shows for the fiscal year ended July 31, 1996 to
the Company's highest compensated executive officers listed above: (i) the
number of shares of the Company's Common Stock acquired upon exercise of
options during fiscal year 1996; (ii) the aggregate dollar value realized upon
exercise; (iii) the total number of unexercised options held at the end of
fiscal year 1996; and (iv) the aggregate dollar value of in-the-money
unexercised options held at the end of fiscal year 1996.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at 1996 Fiscal In-the-Money Options at
Shares Value Year End 1996 Fiscal Year End (2)
Acquired on Realized ---------------------------- -----------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
R. Brooks Reed -- -- -- -- -- --
Teresa A. Sheffield -- -- 15,200 45,600 $60,800 $182,400
</TABLE>
(2) Market value of underlying securities at year-end minus the exercise price.
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 one year 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
<PAGE> 5
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION, Continued
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.
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 1996, 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 11,
1996, 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.
<PAGE> 6
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
Continued
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- ------------------- ------------------------ --------
<S> <C> <C>
O'Donnell & Masur, L.P. ("O&M") 981,872 56.2%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell (2) 983,872 56.3%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur (3) 981,952 56.2%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
R. Brooks Reed (4) 58,873 3.4%
7800 Stemmons, Suite 320
Dallas, Texas 75247
Jack E. Meyer 16,203 .9%
7800 Stemmons, Suite 320
Dallas, Texas 75247
All directors and executive officers 1,088,103 62.2%
as a group (5 persons)
Robert D. Simons 92,517 5.3%
317 Coinbow Drive
Mt. Pleasant, South Carolina 29464
</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.
<PAGE> 7
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
Continued
(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.
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 partner 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
non-voting 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.
<PAGE> 8
BESTWAY, INC. FORM 10-K/A
- --------------------------------------------------------------------------------
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
26th day of November, 1996.
BESTWAY, INC.
/s/ Beth A. Durrett
-----------------------------------
Beth A. Durrett
Vice President - Controller
(Duly authorized representative and
principal financial officer)
