<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
COMMISSION FILE NO. 0-21362
HARVARD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 21-0715310
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2502 NORTH ROCKY POINT DRIVE, SUITE 960, TAMPA FLORIDA 33607
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (813) 288-5000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share NASDAQ National Market
Pay-In-Kind Exchangeable Preferred Stock,
par value $.01 per share Over the Counter Market
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. [X]
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
The aggregate market value of Registrant's voting stock held by
nonaffiliates of Registrant, as of December 1, 1996, was $26,886,215 based on
the average bid and asked prices of the Common Stock on the NASDAQ National
Market on such date.
The number of shares outstanding of Registrant's Common Stock, as of
December 1, 1996, was 7,014,357.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
HARVARD INDUSTRIES, INC.
Date: January 9, 1997 By: /s/ Vincent J. Naimoli
------------------------------------
Vincent J. Naimoli
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to the Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
<TABLE>
<S> <C>
Date: January 9, 1997 By: /s/ Joseph J. Gagliardi
----------------------------------------
Joseph J. Gagliardi
Vice President Finance and
Chief Financial Officer
(Principal Financial Officer)
Date: January 9, 1997 By: /s/ William J. Warren
----------------------------------------
William J. Warren
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date: January 9, 1997 By: /s/ C. Scott Bartlett, Jr.
----------------------------------------
C. Scott Bartlett, Jr.
Director
Date: January 9, 1997 By: /s/ Michael Hoffman
----------------------------------------
Michael Hoffman
Director
Date: January , 1997 By:
----------------------------------------
Joseph P. Hoar
Director
Date: January 9, 1997 By: /s/ John W. Adams
----------------------------------------
John W. Adams
Director
</TABLE>
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INDEX TO EXHIBITS
2.1 Amended Findings of Fact, Conclusions of Law and Order confirming
Amended Plans of Reorganization of the Registrant and certain of its
subsidiaries by the United States Bankruptcy Court for the District of
Delaware (including Sixth Amended Plan or Reorganization of the
Registrant) (incorporated by reference to Exhibit 2.1 to Registrant's
Form 10 (Commission File No. 0-21362)).
3.1(i) Articles of Incorporation of the Registrant, filed with the
Secretary of State of Florida on February 8, 1996 (incorporated by
reference to Exhibit 3.3 to the Registrant's Form 8-K as filed on
April 8, 1996 (Commission File No. 0-21362)).
3.1(ii) Articles of Amendment to Articles of Incorporation of the
Registrant, filed with the Secretary of State of Florida on March 22,
1996 (incorporated by reference to Exhibit 3.4 to the Registrant's
Form 8-K as filed on April 8, 1996 (Commission File No. 0-21362)).
3.1(iii) By-Laws of the Registrant (incorporated by reference to Exhibit
3.5 to the Registrant's Form 8-K as filed on April 8, 1996 (Commission
File No. 0-21362)).
3.1(iv) Rights Agreement dated as of October 18, 1994, between the
Registrant and Shawmut Bank Connecticut National Association, as
Rights Agent (incorporated by reference to Exhibit 2 to Registrant's
Form 8-A as filed with the Securities and Exchange Commission on
October 22, 1994) (Commission File No. 0-21362)).
3.1(v) Amendment No. 1 to Rights Agreement, dated as of June 12, 1995,
between the Registrant and Fleet Bank (formerly Shawmut Bank
Connecticut National Association), as Rights Agent (incorporated by
reference to Exhibit 1 to Amendment No. 1 to the Registrant's Form
8-A/A as filed with the Securities and Exchange Commission on June 20,
1995 (Commission File No. 0-21362)).
3.1(vi) Amendment No. 2 to Rights Agreement, dated as of May 31, 1996,
between the Registrant and Fleet National Bank (formerly Shawmut Bank
Connecticut National Association) as Rights Agent (incorporated by
reference to Exhibit 3 to Amendment No. 2 to Registrant's Form 8A/A
filed with the Securities and Exchange Commission on June 8, 1996
(Commission File No. 0-21362)).
4.1 Indenture dated as of July 28, 1995 (including the form of 11%
Senior Note Due 2005) among the Company, the Guarantors named therein
and First Union National Bank of North Carolina as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K
filed under date of August 11, 1995 (Commission File No. 0-21362)).
4.2 Form of Guaranty Agreement entered into by each of
Doehler-Jarvis, Inc., Doehler-Jarvis Greeneville, Inc., Doehler-Jarvis
Pottstown, Inc., Doehler-Jarvis Technologies, Inc. and Doehler-Jarvis
Toledo, Inc., relating to the 11% Senior Notes Due 2005 (incorporated
by reference to Exhibit 4.2 to the Registrant's Form S-1 (Commission
File No. 33-96376)).
4.3 Indenture (including the form of 12% Senior Note Due 2004), dated
as of July 15, 1994, among the Registrant, its Guarantor subsidiaries
and First Union National Bank of North Carolina, as Trustee
(incorporated by reference to Exhibit 4.01 to the Registrant's Form
8-K filed under date of July 26, 1994 (Commission File No. 0-21362)).
4.4 Form of Guaranty Agreement entered into by each of
Doehler-Jarvis, Inc., Doehler-Jarvis Greeneville, Inc., Doehler-Jarvis
Pottstown, Inc., Doehler-Jarvis Technologies, Inc. and Doehler-Jarvis
Toledo, Inc., relating to the 12% Senior Notes Due 2004 (incorporated
by reference to Exhibit 4.5 to the Registrant's Form S-1 (Commission
File No. 33-96376)).
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4.5 Form of Indenture (including the form of 14% Subordinated Note
due November 16, 1998) between the Registrant and a Trustee to be
selected (incorporated by reference to Appendix 5 in Exhibit 2.1 to
the Registrant's Form 10 (Commission File No. 0-21362)).
4.6 Form of Stock Certificate for Common Stock, par value $.01 per
share, of the Registrant (incorporated by reference to Exhibit 2 to
Amendment No. 4 to Registrant's Form 10/A, dated May 2, 1996
(Commission File No. 0-21362)).
4.7 Form of Stock Certificate for Pay-in-Kind Exchangeable Preferred
Stock, par value $.01 per share, of the Registrant (incorporated by
reference to Exhibit 4.4 to the Registrant's Form 10 (Commission File
No. 0-21362)).
4.8 Form of Rights Certificate (incorporated by reference to Exhibit
A to Exhibit 2 to the Registrant's Form 8-A filed on October 24, 1994
(Commission File No. 0-21362)).
4.9 Specimen 12% Senior Note Due 2004 of the Registrant (incorporated
by reference to Exhibit 4.02 to the Registrant's Form 8-K filed under
date of July 26, 1994 (Commission File No. 0-21362)).
4.10 Specimen 11% Senior Note Due 2005 of the Registrant (incorporated
by reference to Exhibit 4.11 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 33-96376)).
10.1 Financing Agreement, dated as of October 4, 1996, among the
Registrant and certain of its subsidiaries, with The CIT
Group/Business Credit Inc., as a lender and as agent for a lender
group (the "CIT Agreement") (incorporated by reference to Exhibit
10.1 to the Registrant's Form 8-K filed under date of October 29, 1996
(Commission File No. 0-21362)).
10.2 Amendment No. 1 to the CIT Agreement, dated as of December 20, 1996.*
10.3 Settlement Agreement dated as of July 26, 1994, by and among the
Registrant and certain of its subsidiaries and the PBGC (incorporated
in reference to Exhibit 10.13 to the Registrant's Form 8-K filed under
date of July 26, 1994 (Commission File No. 0-21362)).
10.4 Amended and Restated Management and Option Agreement, dated as of
August 16, 1994, between Anchor Industries International, Inc. and the
Registrant (incorporated by reference to Exhibit 10.17 to the
Registrant's Form 10-K for the year ended September 30, 1994
(Commission File No. 0-21362)).
10.5 Amended and Restated Management and Option Agreement, dated as of
August 16, 1995, between Anchor Industries International, Inc. and the
Registrant (incorporated by reference to Exhibit 10.3(ii) to the
Registrant's Annual Report on Form 10-K for the year ended September
30, 1995 (Commission File No. 0-21362)).
10.6 Form of Amended and Restated Management and Option Agreement,
dated as of August 16, 1996, between Anchor Industries International,
Inc. and the Registrant.*
10.7 Non-Qualified Retirement Benefit Agreement, dated March 10, 1995
between the Registrant and Vincent J. Naimoli (incorporated by
reference to Exhibit 10.19 to the Registrant's Form S-1 (Commission
File No. 33-76430)).*
10.8 Split Dollar Life Insurance Agreement Collateral Assignment method
by and between the Company and Raymond A. Naimoli, as Trustee of the
Vincent J. Naimoli 1992 Insurance Trust, dated March 26, 1996.*
10.9 Collateral Assignment of Split Dollar Policy by and between the
Company and Raymond A. Naimoli, as Trustee of The Vincent J. Naimoli
1992 Insurance Trust, dated March 26, 1996.*
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10.10 Retention Bonus Agreement, dated October 4, 1996, between the Company
and Michael Polich.*
10.11 Retention Bonus Agreement, dated October 4, 1996, between the
Company and David Stegemoller.*
10.12 Registration Rights Agreement, dated as of August 16, 1993,
between Anchor Industries International, Inc. and the Registrant
(incorporated by reference to Exhibit 10.7 to the Registrant's Form
S-1 (Commission File No. 33-76430)).*
10.13 First Amendment to Registration Rights Agreement, dated as of
August 16, 1994, by and between Anchor Industries International, Inc.
and the Registrant (incorporated by reference to Exhibit 10.5 to the
Registrant's Form S-1 (Commission File No. 33-96376)).
10.14 Form of Severance Agreement between the Registrant and certain
executive officers of the Registrant.*
10.15 Harvard Capital Accumulation Plan, as amended and restated
(incorporated by reference to Exhibit 4.9 to Registrant's
Post-Effective Amendment No. 1 to Form S-8 (Commission File No.
33-90166)).
10.16 Harvard Industries, Inc. Stock Option Plan, as amended and restated,
effective September 1, 1996 (incorporated by reference to Exhibit 4.9
to Registrant's Post-Effective Amendment No. 1 to Form S-8 (Commission
File No. 33-90166)).
10.17 Harvard Industries, Inc. Nonemployee Director Stock Option Plan, as
amended and restated, effective September 1, 1996 (incorporated by
reference to Exhibit 4.10 to Registrant's Post-Effective Amendment No.
1 to Form S-8 (Commission File No. 33-90166)).
10.18 Harvard Industries, Inc. Employee Stock Purchase Plan, as amended and
restated, effective September 1, 1996 (incorporated by reference to
Exhibit 4.11 to Registrant's Post-Effective Amendment No. 1 to Form
S-8 (Commission File No. 33-90166)).
10.19 1994 Short-Term Incentive Compensation Plan of the Company
(incorporated by reference to Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (File No. 33-76430)).
10.20 USLCC Financing Agreement (incorporated by reference to Exhibit 10.1
to the Registration Statement on Form S-1 of Doehler-Jarvis, Inc.
(File No. 33-77032)).
10.21 USLCC Loan Agreement (incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 of Doehler-Jarvis, Inc. (File No.
33-77032)).
10.22 USLCC Lease Agreement (incorporated by reference to Exhibit 10.3
to the Registration Statement on Form S-1 of Doehler-Jarvis, Inc.
(File No. 33-77032)).
10.23 Form of Executive Equity Incentive Plan (incorporated by reference to
Exhibit 10.11 to the Registration Statement on Form S-1 of
Doehler-Jarvis, Inc. (File No. 33-77032)).
10.24 Form of Unit Award Agreement (incorporated by reference to Exhibit
10.12 to the Registration Statement on Form S-1 of Doehler-Jarvis,
Inc. (File No. 33-77032)).
10.25 Form of Indemnification Agreement to be entered into with officers and
directors of the Company (incorporated by reference to Exhibit 10.13
to the Registration Statement on Form S-1 of Doehler-Jarvis, Inc.
(File No. 33-77032)).
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10.26 Supplemental Executive Retirement Plan of Doehler-Jarvis, Inc.
(incorporated by reference to Exhibit 10.19 to the Annual Report on
Form 10-K for the year ended December 31, 1994 of Doehler-Jarvis, Inc.
(File No. 33-77032)).
10.27 Harvard Industries, Inc. Nonqualified ERISA Excess Benefit Plan
(incorporated by reference to Exhibit 10.20 to the Company's
Registration Statement on Form S-1 (File No. 33-96376)).
10.28 Harvard Industries, Inc. Nonqualified Additional Credited
Service Plan (incorporated by reference to Exhibit 10.21 to the
Company's Registration Statement on Form S-1 (File No. 33-96376)).
12.1 Statement regarding computation of ratio of earnings to fixed
charges and dividends on preferred stock for the Company for the three
years ended September 30, 1996.*
22 List of subsidiaries of Company.*
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Price Waterhouse LLP.*
27 Financial Data Schedule (for SEC Use Only).
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* Previously filed.
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 1,107
<SECURITIES> 0
<RECEIVABLES> 100,325
<ALLOWANCES> 744
<INVENTORY> 53,901
<CURRENT-ASSETS> 156,226
<PP&E> 423,434
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<TOTAL-ASSETS> 617,705
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114,495
0
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<INCOME-TAX> 3,196
<INCOME-CONTINUING> (61,212)
<DISCONTINUED> (7,500)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (68,712)
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