SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 28, 1995 COMMISSION FILE NUMBER 1-4626
___________
THE HARVEY GROUP INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-1534671
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 SECAUCUS ROAD
SECAUCUS, NEW JERSEY 07094
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 865-3418
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Common Stock (par value $1 per share) American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 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. / /
BASED ON THE CLOSING PRICE ON May 30, 1995, THE
AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NONAFFILIATES
OR THE REGISTRANT WAS $686,709.
THE NUMBER OF COMMON SHARES OUTSTANDING OF THE
REGISTRANT WAS 3,164,887 AS OF May 30, 1995.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
This Amendment No. 1 on Form 10-K/A amends the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 28, 1995 to include information for Items 10,
11, 12 and 13 of such Form which were intended to be
included in the Proxy Statement for the 1995 Annual Meeting.
The Registrant amends the Form 10-K for such information as
the Proxy Statement will not be filed before 120 days after
the fiscal year end.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company hold office until the annual
meeting of shareholders following their election or
appointment and until their successors have been duly
elected and qualified. Officers of the Company are elected
by the Board of Directors of the Company and serve at its
discretion. The names, ages, positions held with the
Company, period of time such positions have been held and
business experience during the past five years for the
directors, officers and significant employees of the Company
serving as of May 30, 1995, are as follows:
DIRECTORS (1)
Michael E. Gellert Age 64 Shares Owned-630,892(2)
General Partner % of Class 19.47
Windcrest Partners
Director since 1967
Mr. Gellert received an A.B. from Harvard University in 1953
and an M.B.A. from the Wharton School of Finance and
Commerce in 1955. He is currently a general partner with
Windcrest Partners. Prior thereto, he was an executive
director of Drexel Burnham Lambert Incorporated for more
than five years. He is a director of Humana Inc., Devon
Energy Corp., Regal Cinemas, Premier Parks, Seacor, Inc. and
Putnam Trust Company.
Mark N. Kaplan Age 65 Shares Owned--42,280
Partner, Skadden, Arps, Slate, % of Class 1.31
Meagher & Flom
Director since June 1985
Mr. Kaplan received his A.B. degree from Columbia University
and his LL.B. from Columbia Law School. He has been a
partner with Skadden, Arps, Slate, Meagher & Flom since
1979. He is a director of Grey Advertising Inc., REFAC
Technology Development Company, American Biltrite Inc., Volt
Information Services, Inc., USA Mobile Communications
Holdings, Inc. Congeleum Corporation and
Diagnostic/Retrieval Systems Inc.
William F. Kenny, III Age 64 Shares Owned--49,025
Consultant to the Oil Industry % of Class 1.51
Director since 1975
Mr. Kenny received his education at Princeton University.
For twenty-two years prior to December 31, 1991, he was
president of Meenan Oil Co., Inc., one of the nation's
largest independent retail and wholesale distributors of
heating oil. Mr. Kenny is a director of the Empire State
Petroleum Association, Petroleum Research Foundation and the
East Coast Energy Council. He is president of the
Independent Fuel Terminal Operators Association and the
Metropolitan Energy Council.
Harvey E. Sampson Age 66 Shares Owned--233,646
Chairman of the Board of % of Class 7.21
the Company
Director since 1961
Mr. Sampson graduated from Cornell University in 1951. His
entire business career has been with the Company, which he
joined in 1953. Mr. Sampson is a member of the Board of
Trustees of Cornell University and a member of the Joint
Board of the New York Hospital--Cornell Medical Center. Mr.
Sampson is a director of The Weiss, Peck & Greer Mutual
Funds.
Arthur Shulman Age 45 Shares Owned--42,708(3)
Chief Executive % of Class 1.32
Officer, President
and Chief Executive
Officer of the Company
Director since January 1991
Mr. Shulman received a B.A. from the University of Wisconsin
and attended the M.B.A. program at Northwestern University.
He joined Harvey Electronics in 1985 and was named vice
president of store operations in 1986. In 1988 he became
executive vice president and was named president of Harvey
Electronics in January 1991. On March 31, 1992, the Board
of Directors elected Mr. Shulman as President and Chief
Operating Officer of the Company. On July 18, 1994, Mr.
Shulman became Chief Executive Officer of the Company. Mr.
Shulman is also currently a director of Assured Systems and
Treasurer of the Professional Audio Retailers Association.
____________
(1) All shareholdings are of Common Stock as of May
30, 1995. All executive officers and directors as
a group own an aggregate of 1,052,751 shares
(32.5%) which includes 75,333 shares which may be
acquired upon exercise of stock options.
(2) Includes 613,001 shares beneficially owned by
Windcrest Partners, a limited partnership of which
Mr. Gellert is a general partner and in which he
has a substantial interest (see "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT").
(3) Includes 33,333 shares which Mr. Shulman has the
right to acquire upon the exercise of stock
options.
EXECUTIVE OFFICERS
Harvey E. Sampson See information above under
Chairman of the Board "Directors"
Arthur Shulman See information above under
Chief Executive Officer "Directors"
and President
Joseph J. Calabrese, Jr. Age 35 Shares Owned--26,000(1)
Vice President of % of Class .80
Finance, Secretary,
Treasurer and Chief
Financial Officer
Mr. Calabrese received his B.S. from Adelphi University in
1981 and has been a certified public accountant since 1983.
He joined the Company in 1989 as Corporate Controller and on
March 31, 1992 was appointed Vice President, Secretary and
Chief Financial Officer. From 1981 to October 1989, he was
with Ernst & Young, (the Company's independent auditors) and
held the position of Senior Manager in 1988 and 1989. Mr.
Calabrese was associated with the audit of the Company
during such time. Mr. Calabrese is a member of the American
Institute of Certified Public Accountants and The New York
State Society of Certified Public Accountants.
Andrew S. Cowan (2) Age 37 Shares Owned--14,000(1)
Vice President of Operations % of Class .43
Mr. Cowan joined Harvey Electronics in 1987 as manager of
the Paramus retail store. In 1989 he was promoted to store
manager of the flagship store in New York City. In 1991 he
was promoted to General Manager of store operations and in
August 1992 he was named Vice President of Operations.
Prior to joining Harvey Electronics, Mr. Cowan was with
another New York metropolitan area electronics retailer, and
prior to that he was operations manager for a major New York
City computer retailer. Mr. Cowan attended Fairleigh
Dickinson College in Teaneck, New Jersey.
Franklin C. Karp Age 41 Shares Owned--14,200(1)
Vice President of % of Class .44
Merchandising
Mr. Karp joined Harvey Electronics in 1991 as merchandising
manager. He was promoted to Vice President of Merchandising
in August 1992. Prior to joining Harvey Electronics, Mr.
Karp worked for another New York metropolitan area
electronics retailer for 19 years as merchandising manager.
Mr. Karp attended Hunter College in New York City.
____________
(1) Includes 14,000 shares under option for each of
Mr. Calabrese, Mr. Cowan and Mr. Karp as these
options are currently exercisable.
(2) Effective May 22, 1995, Mr Cowan resigned his
position with the Company.
COMPLIANCE WITH SECTION 16
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, executive officers and
persons who own more than ten percent of a registered class
of the Company's equity securities to file with the
Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent beneficial
owners are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms which they filed. To
the Company's knowledge, based solely on review of copies of
these reports furnished to the Company during the fiscal
year ended January 28, 1995, its officers, directors and
greater than ten percent beneficial owners complied with all
applicable Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
Fees for Board Service. Directors who are employees of
the Company receive no additional compensation for service
on the Board of Directors. Non-employee directors of the
Company receive $1,250 for each Board meeting attended,
including committee meetings.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation
for the Company's chief executive officer and the highest
paid executive officers whose compensation for the fiscal
year (fifty two weeks) ended January 28, 1995 exceeded
$100,000:
SUMMARY COMPENSATION TABLE
Long-
Term
Compens-
Annual ation
Compensation Awards
_______________________________________
Other All
Annual Other
Compens- Compens-
Name and Bonus ation Options/ ation
Principal Position Year Salary($) ($)(1) ($)(2) SARs(#) ($)(3)
_______________________________________________________________________________
Harvey E. Sampson(4). . . . 1995 $85,000 0 -- 0 1,247
Chairman of the Board 1994 $120,820 $ 0 -- 0 $34,918
1993 $169,717 $ 0 -- 0 $35,826
Arthur Shulman . . 1995 $175,000 0 $14,921 0 2,117
Director, Chief 1994 $175,000 $ 0 $17,984 0 $ 3,450
Executive Officer, 1993 $175,000 $ 0 $19,462 50,000 $ 4,057
President
_______________
(1) Bonus for the Named Executives includes accrued bonus
at the end of each fiscal year.
(2) Perquisites received by Mr. Sampson are below the
minimum required reporting threshold. The value of
perquisites received by Mr. Shulman within the
required reporting threshold includes $11,170 -1995 and
$11,822-1994 in Company lease payments for an
automobile and $1,474-1995 and $3,885-1994 in medical
reimbursements under an executive medical plan.
(3) Amounts represent matching contributions made to the
Named Executives under the Company's Savings and
Investment Plan with the exception of the amount
reported for Mr. Sampson which includes $1,247 - 1995,
$3,456-1994, $4,364-1993 in matching contributions by
the Company under the Savings and Investment Plan and
$31,462 in premiums paid by the Company in fiscal 1994
and 1993 under certain life insurance plans. Under the
deferred compensation agreement, Mr. Sampson will be
entitled to receive the following salary continuation
benefits in addition to any benefits he may be entitled
to under the Company's Savings and Investment Plan; (i)
upon retirement, $246,731, payable in 120 equal monthly
installments, (ii) upon total and permanent disability
prior to retirement, $123,366, payable in 120 equal
monthly installments and (iii) upon termination of his
employment (other than as a result of his voluntary
resignation, death or discharge for cause), a severance
payment, based upon his years of service, not to exceed
$246,731, payable in 12 equal monthly installments.
Under certain circumstances, if Mr. Sampson dies before
receiving all of the specified installments, the
remaining amount of benefits will be paid to his
designated beneficiary. See "Compensation Committee
Interlocks and Insider Participation" below for
information regarding the purchase of certain life
insurance policies by Mr. Sampson from the Company.
(4) Due to the sale of the Company's food brokerage
division and the resulting reduction in size of the
Company, Mr. Sampson's salary was reduced from $225,000
to $145,000 in fiscal 1993. Mr. Sampson's salary was
then reduced at various intervals to $100,000 in fiscal
1994 and was further reduced to $85,000 for fiscal
1995.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT ARRANGEMENTS
A description of Mr. Sampson's deferred
compensation arrangement is set forth in footnote (3) to the
Summary Compensation Table above.
Mr. Shulman entered into an employment agreement
with the Company for an initial term of three years
commencing on November 4, 1992 with automatic one-year
extensions in each subsequent year through November 4, 2002.
The agreement provides for a lump sum separation payment
upon the termination of Mr. Shulman other than for Cause or
for Good Reason, as such terms are defined in the agreement.
The payment will be equal to two years of base compensation
at the rate in effect on the date of termination, or if
termination occurs in the first year of the initial term of
the agreement, the unpaid salary for the unexpired portion
of the initial term of the employment agreement. Upon any
such termination of employment, Mr. Shulman would also be
entitled to receive all accrued amounts under any of the
Company's compensation plans at the time such payments are
due and a lump sum consisting of unpaid but allocated awards
under the Company's incentive plans and the pro rata portion
of contingent incentive award compensation for any
uncompleted award periods.
In the event of termination because of death,
Disability or by Mr. Shulman for any reason other than Good
Reason, as such terms are defined in the agreement, Mr.
Shulman shall be entitled to receive his base compensation
through the date of such termination and any benefits to
which he is otherwise entitled under the Company's
insurance, disability, or other compensation plans then in
effect.
STOCK OPTION PLANS
The following table provides information
concerning individual grants of stock options under the
Company's 1988 Stock Option Plan made during the 1995 fiscal
year to the Company's Named Executives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
___________________________________________
% of Total
Options/
SARs
Granted to
Options/ Employees Exercise
SARs in or Base
Name and Granted Fiscal Year Price Expiration
Principal Position (1)($) 1995 ($/Sh) Date
Harvey E. Sampson . . . . 0 0% -- --
Chairman of the Board
Arthur Shulman . . . . . 0 0% -- --
Director, Chief
Executive
Officer and President
_____________________
(1) No Stock Options or SARs were granted to the named
executive officers during fiscal 1995.
The following table provides information
concerning the exercise of stock options under the Company's
1988 Stock Option Plans during the 1995 fiscal year by the
Company's Named Executives and the number and year-end value
of unexercised stock options held by the Named Executives:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Individual Grants
________________________________
Number of Value of
Unexercised Unexercised
Options/SARs In-the-Money
at Fiscal Options/SARs
Shares Year End (#) at Fiscal
Acquired Value Exercisable(E) Exercisable(E)
Name and on Exercise Realized Unexercisable Unexercisable
Principal Position (#)(1) ($) (U) (U)(2)
__________________________________________________________________________
Harvey E. Sampson . . . 0 $0 -E
Chairman of the Board $0 -U
Arthur Shulman . . . . 0 $0 -E
Director, Chief Executive $0 -U
Officer and President
_____________________
(1) There were no option exercises by the Named
Executives during 1995 fiscal year.
(2) The exercise price of all outstanding options was
greater than the Company's stock price on January
28, 1995.
THE HARVEY GROUP INC. SAVINGS AND INVESTMENT PLAN
The Company previously maintained a profit sharing
plan for eligible employees of The Boerner Company ("Boerner
Division"). This plan was amended during fiscal 1986 to
include employees of the entire Company. The profit sharing
plan, now called The Harvey Group Inc. Savings and
Investment Plan, as amended, now includes a defined
contribution and 401(k) provision.
An employee is eligible to participate in the plan
after he or she has attained age twenty-one and has
completed one (1) year of service with the Company. The
Board of Directors of the Company may elect to provide for
those participants who are employed full time by the
Company, as of the last day of the plan year, a contribution
of up to three percent (3%) of each employee's compensation.
The election by the Board of Directors is based solely on
the performance of the Company. For the fiscal year ended
January 28, 1995, no defined contribution percentage was
contributed by the Company. In addition, employees
participating in the salary deferral aspect of the plan, may
elect to defer up to fifteen percent (15%) of their salary,
and the Company shall match fifty percent (50%) of the first
six percent (6%) that they defer. On January 1, 1993, the
Plan was amended making the percentage of matching 401(k)
contribution by the Company variable, at the discretion of
its Board of Directors. Effective October 1, 1993, the
Company's Board of Directors elected to reduce the matching
401(k) contribution to 25% of the first 6% of the amount
contributed by participants. Effective January 1, 1995, the
Company's Board of Directors temporarily elected to
eliminate the employer 401(k) match on employee
contributions. Employee contributions, the Company's
contribution and the earnings thereon, will be paid-out upon
the employee's termination of employment, retirement, death,
disability or, if elected, while still employed by the
Company upon attaining age 591/2. Employees will be one
hundred percent (100%) vested at all times in the full value
of their salary deferral account. After seven (7) years of
service with the Company, employees will be fully vested in
the Company's matching and defined contribution accounts.
Due to the sale of the Boerner Division, all participants
who terminated during fiscal 1993 had become fully vested in
their related benefit accounts.
During the five year period ended January 28,
1995, the Company incurred approximately $825,000 on behalf
of The Harvey Group Inc. Savings and Investment Plan, as
amended. Information relating to amounts contributed on
behalf of the executive officers of the Company under The
Harvey Group Inc. Savings and Investment Plan is included in
the cash compensation table set forth in the section
"Compensation of Executive Officers."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company retained the law firm of Skadden,
Arps, Slate, Meagher & Flom, of which Mark N. Kaplan
(nominee for director) is a partner, to provide certain
legal services to the Company during the fiscal year ended
January 28, 1995. Legal fees that were paid to the firm by
the Company did not exceed 5% of the firm's gross revenue.
In connection with the Company's successful
refinancing, on May 2, 1994 Harvey E. Sampson, the Company's
Chairman of the Board, purchased from the Company certain
life insurance policies and their related cash surrender
values ($153,371). In consideration, the Company received a
promissory note bearing interest at 6% from Mr. Sampson, to
be repaid in six equal installments beginning January 1,
1996. Interest and principal payments on the note were
pledged to Congress Financial Corporation (the Company's
principal lender) by the Company and, in addition, Mr.
Sampson provided a limited guarantee of up to $150,000 to
Congress relating to the revolving credit facility.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
FIVE PERCENT SHAREHOLDERS
The following table sets forth information with
respect to beneficial ownership of the Common Stock as of
May 30, 1995 by each person (or group of affiliated persons)
who is known to Harvey to beneficially own more than 5% of
the outstanding shares of Common Stock.
NAME AND ADDRESS NUMBER OF SHARES % OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
Common Stock Windcrest Partners. . . . 613,001 18.92
122 East 42nd St.
New York, New York 10168
Common Stock Harvey E. Sampson . . . . 233,646 7.21
c/o The Harvey Group, Inc.
600 Secaucus Road
Secaucus, N.J. 07094
DIRECTORS AND MANAGEMENT
The following table set forth information with
respect to beneficial ownership of the Common Stock as of May
30, 1995 by each director of the Company and by all directors
and executive officers of the Company as a group.
Amount and
Nature of
Beneficial Percent of
Name Ownership(1) Class
____ ____________ ___________
Joseph J. Calabrese, Jr. 26,000 *
Andrew S. Cowan 14,000 *
Michael E. Gellert (2) 630,892 19.47
Mark N. Kaplan (3) 42,280 1.31
Franklin C. Karp 14,025 *
William F. Kenny, III 49,025 1.51
Harvey E. Sampson 233,646 7.21
Arthur Shulman 42,708 1.32
All directors and 1,052,751 32.5
executive officers as a
group (8 persons)(4) .....
_______________
(*) Less than 1%.
(1) Unless otherwise indicated, the persons named have sole
voting and investment power over the shares listed
opposite their names. Includes 14,000 shares under
presently exercisable options for each of Mr. Calabrese,
Mr. Cowan and Mr. Karp and 33,333 shares under presently
exercisable options for Mr. Shulman.
(2) Includes 613,001 shares beneficially owned by Windcrest
Partners, a limited partnership of which Mr. Gellert is a
general partner and in which he has a substantial
interest.
(3) Harvey retained the law firm of Skadden, Arps, Slate,
Meagher & Flom, of which Mr. Kaplan is a partner, to
provide certain legal services to Harvey during the fiscal
year ended January 28, 1995. Legal fees that were paid to
the firm by Harvey did not exceed 5% of the firm's gross
revenue.
(4) Includes 75,333 shares which may be acquired upon exercise
of presently exercisable options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In connection with the refinancing that Company
completed on May 2, 1994 (see Note 4 of the Annual Report on
Form 10-K), the Chairman of the Board ( officer ) purchased
from the Company certain life insurance policies and their
related cash surrender values ($153,371). In consideration, the
Company received a promissory note bearing interest at 6% from
such officer, which is included in other long-term assets, to
be repaid in six equal installments beginning January 1, 1997.
Interest and principal payments on the note were pledged to
Congress Financial Corporation ("Congress") by the Company and,
in addition, the officer provided a limited guarantee of up to
$150,000 to Congress relating to the revolving credit facility.
Legal fees payable to a law firm, Skadden, Arps,
Slate, Meagher & Flom, a partner of which is a
director/shareholder/Debenture holder of the Company were
$239,000 and $210,000, at January 28, 1995 and January 29,
1994, respectively.
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 to be signed on its behalf by the
undersigned, thereunto duly authorized on May 30, 1995.
THE HARVEY GROUP INC.
/s/ Joseph J. Calabrese, Jr.
________________________________
NAME: Joseph J. Calabrese, Jr.
TITLE: Vice President and Chief
Financial Officer
Date: May 30, 1995
