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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, 1998
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.
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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
--- ---
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, 1998, was 1,751,592.
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, 1998 (the
"1998 10-K") filed on October 28, 1998 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
1998 10-K from the Company's definitive proxy statement for its 1998 Annual
Meeting of Stockholders as the Company had originally intended.
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BESTWAY, INC. FORM-10K/A
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Part III of the 1998 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 1998 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 55 Director and Member of the Audit Committee of
the Board of Directors
James A. O'Donnell 46 Director and Member of the Audit Committee of
the Board of Directors
R. Brooks Reed 57 Chairman of the Board and Chief Executive Officer
Teresa A. Sheffield 38 President and Chief Operating Officer
Beth A. Durrett 41 Chief Financial Officer and Secretary
Joe R. McElroy 41 Vice President - Real Estate
</TABLE>
Mr. Meyer has served as a director of the Company since 1980. From
October 1998 to December 1993 Mr. Meyer was 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. 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. Mr.
O'Donnell is currently a partner with the private equity firm of Cravey, Green &
Wahlen and since 1987 has been a general partner of O'Donnell and Masur, LP, a
venture capital investment firm which is a significant stockholder and debt
holder of the Company.
Mr. Reed has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1979. From 1983 to May 1997, Mr. Reed
served as President of the Company. 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. Sheffield has served as President and Chief Operating Officer since
May 1997. From July 1992 to May 1997, Ms. Sheffield served as Vice President -
Operations. From February 1988 to July 1992, Ms. Sheffield served in various
capacities with the Company.
Ms. Durrett has served as Chief Financial Officer since October 1998.
From September 1998 to May 1997, Ms. Durrett served as Senior Vice President -
Finance. From 1987 to May 1997, Ms. Durrett served as Vice President -
Controller and was appointed Secretary in 1991. Ms. Durrett has served in
various capacities with the Company since September 1979.
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BESTWAY, INC. FORM-10K/A
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, Continued
Mr. McElroy has served as Vice President - Real Estate since May 1997.
From January 1996 to May 1997, Mr. McElroy served as Director - Real Estate.
Prior to joining the Company, Mr. McElroy was Director of Real Estate for
Drinkard Development, Inc.
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, 1998.
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BESTWAY, INC. FORM-10K/A
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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, 1998, 1997 and 1996 to the Company's Chief Executive Officer and highest
compensated executive officers for services rendered in all capacities in which
they served during each period whose total annual salary and bonus exceeded
$100,000 in the fiscal year ended July 31, 1998.
<TABLE>
<CAPTION>
Long -Term
Compensation
Annual Compensation Awards
Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards($)
------------------ ------ -------- -------- ------------
<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman 1998 $150,000 -- --
and Chief Executive Officer 1997 $150,000 -- --
1996 $150,000 -- --
Teresa A. Sheffield, 1998 $125,000 $ 17,203 --
President and Chief Operating 1997 $116,307 $ 19,542 --
Officer 1996 $ 85,346 $ 30,376 --
Beth A. Durrett, 1998 $ 92,308 $ 17,706 --
Chief Financial Officer and 1997 $ 86,758 $ 6,685 --
Secretary 1996 $ 68,808 $ 11,058 --
Joe R. McElroy, 1998 $ 87,172 $ 19,199 --
Vice President-Real Estate 1997 $ 82,500 $ 8,069 --
1996 $ 48,462 $ 14,910 --
</TABLE>
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BESTWAY, INC. FORM-10K/A
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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, 1998 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 1998 fiscal year; (iii) the exercise price, and
(iv) the expiration date.
<TABLE>
<CAPTION>
Percent of Total
Options Granted to Exercise
Employees in 1998 Price Per Expiration
Name Options Granted Fiscal Year Share Date
---- --------------- ----------- ----- ----
<S> <C> <C> <C> <C>
R. Brooks Reed -- -- -- --
Teresa A. Sheffield -- -- -- --
Beth A. Durrett -- -- -- --
Joe R. McElroy -- -- -- --
</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, 1998 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 1998; (ii) the aggregate dollar value realized upon exercise;
(iii) the total number of unexercised options held at the end of fiscal year
1998; and (iv) the aggregate dollar value of in-the-money unexercised options
held at the end of fiscal year 1998.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at 1998 Fiscal In-the-Money Options at
Shares Value Year End 1998 Fiscal Year End (2)
Acquired on Realized ---------------------------- -----------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Brooks Reed -- -- -- -- -- --
Teresa A. Sheffield -- -- 45,600 15,200 $ 68,400 $ 22,800
Beth A. Durrett -- -- 2,500 7,500 -- --
Joe R. McElroy -- -- 5,000 10,000 $ 2,500 $ 5,000
</TABLE>
(2) Market value of underlying securities at year-end minus the exercise price.
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BESTWAY, INC. FORM-10K/A
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ITEM 11. EXECUTIVE COMPENSATION, Continued
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 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 1998, decisions
concerning the compensation of Ms. Beth A. Durrett, Joe R. McElroy 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.
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BESTWAY, INC. FORM-10K/A
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 11,
1998, 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.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- ------------------- -------------------- --------
<S> <C> <C>
O'Donnell & Masur, LP ("O&M") 981,872 56.1%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell (2) 983,872 56.2%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur (3) 981,952 56.1%
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 62.1%
as a group (6 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.
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BESTWAY, INC. FORM-10K/A
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
Continued
(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.
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.
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BESTWAY, INC. FORM-10K/A
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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 24th
day of November, 1998.
BESTWAY, INC.
/s/ Beth A. Durrett
------------------------------------
Beth A. Durrett
Chief Financial Officer
(Duly authorized representative and
principal financial officer)
