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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, 1999
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, 1999, was 1,756,917.
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, 1999 (the
"1999 10-K") filed on October 28, 1999 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 1999 10-K from the Company's definitive proxy statement for
its 1999 Annual Meeting of Stockholders as the Company had originally intended.
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BESTWAY, INC. FORM 10-K/A
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Part III of the 1999 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 1999 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 56 Director and Member of the Audit Committee of
the Board of Directors
James A. O'Donnell 47 Director and Member of the Audit Committee of
the Board of Directors
R. Brooks Reed 58 Chairman of the Board and Chief Executive
Officer
Teresa A. Sheffield 39 President and Chief Operating Officer
Beth A. Durrett 42 Chief Financial Officer and Secretary
Joe R. McElroy 42 Vice President - Real Estate
</TABLE>
Mr. Meyer has served as a director of the Company since 1980. Mr.
Meyer currently manages his personal portfolio. From January 1994 to October
1998 he 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. 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 May 1997 to September 1998, 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 10-K/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, 1999.
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BESTWAY, INC. FORM 10-K/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, 1999, 1998 and 1997 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 $100,000 in the fiscal year ended July 31, 1999.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------- ------------
Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards($)
------------------ ---- --- --- ---------
<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman and Chief 1999 $150,000 -- --
Executive Officer 1998 $150,000 -- --
1997 $150,000 -- --
Teresa A. Sheffield, 1999 $147,885 $47,851 --
President and Chief Operating Officer 1998 $125,000 $17,203 --
1997 $116,307 $19,542 --
Beth A. Durrett, 1999 $111,058 $ 8,954 --
Chief Financial Officer and 1998 $ 92,308 $17,706 --
Secretary 1997 $ 86,758 $ 6,685 --
Joe R. McElroy, 1999 $122,750 $ 3,204 --
Vice President-Real Estate 1998 $ 87,172 $19,199 --
1997 $ 82,500 $ 8,069 --
</TABLE>
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BESTWAY, INC. FORM 10-K/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, 1999 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 1999 fiscal year; (iii) the exercise price, and
(iv) the expiration date.
<TABLE>
<CAPTION>
Percent of Total Options
Granted to Employees in Exercise Price
Name Options Granted 1999 Fiscal Year Per Share Expiration Date
---- --------------- ---------------- --------- ---------------
<S> <C> <C> <C> <C>
R. Brooks Reed -- -- -- --
Teresa A. Sheffield -- -- -- --
Beth A. Durrett 5,040 7.0% $6.25 10/02/2008
Joe R. McElroy 10,000 13.9% $6.25 10/02/2008
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table shows for the fiscal year ended July 31, 1999 to
the Company's highest compensated executive officers listed above: (i) the
number of shares of the Company's Common Stock acquired upon exercise of
options during fiscal year 1999; (ii) the aggregate dollar value realized upon
exercise; (iii) the total number of unexercised options held at the end of
fiscal year 1999; and (iv) the aggregate dollar value of in-the-money
unexercised options held at the end of fiscal year 1999.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at 1999 Fiscal In-the-Money Options at
Shares Value Year End 1999 Fiscal Year End (2)
Acquired on Realized ---------------------------- ------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Brooks Reed -- -- -- -- -- --
Teresa A. Sheffield -- -- 60,800 -- $91,200 --
Beth A. Durrett -- -- 5,000 5,000 -- --
Joe R. McElroy -- -- 10,000 5,000 $5,000 $2,500
</TABLE>
(2) Market value of underlying securities at year-end minus the exercise price.
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BESTWAY, INC. FORM 10-K/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 1999, 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 10-K/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,
1999, 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 55.9%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell (2) 983,872 56.0%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur (3) 981,952 55.9%
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 61.9%
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 10-K/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 10-K/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
23rd day of November, 1999.
BESTWAY, INC.
/s/ Beth A. Durrett
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Beth A. Durrett
Chief Financial Officer
(Duly authorized representative and
principal financial officer)
