<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
(AMENDMENT No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
COMMISSION FILE NO. 1-5027
AMDURA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-0121800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Main Street South, Suite 2A, Building B, Southbury, CT 06488
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 262-0570
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange
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 as 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 the 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 ]
The aggregate market value of the Common Stock, $.01 par value, held by
non-affiliates of the registrant as of the close of business on February 28,
1995, was $16,508,638 based on the closing sale price of the Common Stock on
the New York Stock Exchange of $2 per share on such date.
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 number of shares of the registrant's Common Stock, $.01 par
value, outstanding as of the close of business on February 28, 1995, was
24,665,160.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following table sets forth certain information with respect to
each of the seven current members of the Company's Board of Directors.
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
-------------------------------- --- ------------------------------------------------------
<S> <C> <C>
James A. Bach, President and 44 Mr. Bach has been the President and Chief Operating Officer of
Chief Operating Officer, Amdura since September 1994. From 1989 until 1994, Mr. Bach was
Director, Member of the the President, Chief Executive Officer and a director of The
Executive Committee and the Morningstar Group, Inc. (a producer and distributor of dairy
Corporate Responsibility products). From 1987 to 1989, Mr. Bach was the President and
Committee Chief Executive Officer of Palm Dairies, Ltd. (a dairy products
company). From 1986 to 1987, Mr. Bach was employed by Borden Inc.
(a food producer) as a director of special projects. Mr. Bach has
been a director of the Company since 1992.
Marvin L. Dimond, Director, 60 Since 1990, Mr. Dimond has been the President, Chief Executive
Chairman of the Audit Committee Officer and a director of Switzerland of America, Inc. (a jeep
and the Corporate rental company and tour operator). Mr. Dimond worked in various
Responsibility Committee, capacities for Texaco Inc. (a petroleum products company) and its
Member of the Compensation affiliates from 1953 to 1990, including the following positions:
Committee and the Pension from 1988 to 1990, Mr. Dimond was the President and Chief
Committee Executive Officer of Texaco Lubricants Company, North America (a
division of Texaco Refining and Marketing Inc.) with
responsibility for research, product development, supply,
manufacturing, marketing and distribution of a complete line of
lubricants and coolants; from 1986 to 1988, Mr. Dimond was the
General Manager - Wholesale Marketing for Texaco Refining and
Marketing Inc. Mr. Dimond has been a director of the Company
since 1992.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
-------------------------------- --- ------------------------------------------------------
<S> <C> <C>
John W. Gildea, Director, 51 Since 1990, Mr. Gildea has been General Partner and Managing
Member of the Finance Director of Gildea Management Co. L.P., which has been an advisor
Committee, the Pension to The Network Company I Limited and The Network Company II
Committee and the Executive Limited, two Jersey, Channel Islands companies that invest in
Committee United States companies. From 1986 to 1990, he was Senior Vice
President of Donaldson, Lufkin & Jennrette (an investment banking
firm). Mr. Gildea has also been President of Gildea Investment
Co. (a private unregistered investment advisory firm) since 1983.
He is a director of Harn Food (a health food concern) and of
America Service Group, Inc. (a provider of health care to prison
inmates). Mr. Gildea has been a director of the Company since
1993.
Robert LeBuhn, Director, Member 62 Since December 31, 1994, Mr. LeBuhn has been self-employed as an
of the Audit Committee, the independent counselor to Investor International (U.S.), Inc., a
Pension Committee, the subsidiary of Investor AB (a Swedish investment company). From
Corporate Responsibility 1992 to 1994, he was Chairman of Investor International (U.S.),
Committee and the Stock Option Inc. Prior thereto, Mr. LeBuhn was President of Investor
Committee International (U.S.), Inc. He is a director of USAir Group, Inc.
(an airline holding company), Acceptance Insurance, Inc. (an
insurance company), Lomas Financial Corp. (a financial services
company), Cambrex Corp. (a specialty chemical company) and Enzon
Inc. (a biological products manufacturer). Mr. LeBuhn has been a
director of the Company since 1993.
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
-------------------------------- --- ------------------------------------------------------
<S> <C> <C>
Paul C. Meyer, Director, 47 Mr. Meyer has been Senior Vice President and General Manager of
Chairman of the Compensation Viacom New Media, Inc. (a developer and publisher of multimedia
Committee and Member of the software and a division of Viacom International) since January
Audit Committee and the Finance 1994. He has also been President of Paul C. Meyer & Associates,
Committee Inc., a financial consulting firm specializing in financial and
operational restructuring of companies, since October 1991. Mr.
Meyer has been a financial consultant to Automotive Industries,
Inc. (an automotive parts manufacturer) since September 1989.
Since February 1990 he has been the President of Superior Toy &
Manufacturing Company (a toy company), for which an involuntary
petition for bankruptcy under Chapter 7 of the Code was filed
(such petition was converted to bankruptcy under Chapter 11 of the
Code on March 29, 1990). From October 1988 to August 1989, he was
Executive Vice President, Chief Financial Officer and Co-Chief
Operating Officer of Elkay Industries, Inc. (a manufacturer of
children's apparel). Mr. Meyer is also a director of Acorn
Venture Capital Corporation (a venture capital firm). Mr. Meyer
has been a director of the Company since 1992.
Tracey L. Rudd, Director, 40 Since June 1994, Ms. Rudd has been Managing Director of ING Equity
Chairman of the Stock Option Partners, L.P. I (an investment partnership specializing in
Committee, Member of the private equity and restructurings), an affiliate of Internationale
Executive Committee, the Nederlanden Bank N.V. (an international banking concern). From
Finance Committee and the 1991 to 1994, she was Senior Vice President and Manager of the
Compensation Committee Corporate Restructuring Department of Internationale Nederlanden
(U.S.) Capital Corporation. From 1988 to 1991, she served as
Director of Asset Recovery Management for Merrill Lynch & Co. (a
financial services company). Ms. Rudd has been a director of the
Company since 1993.
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
-------------------------------- --- ------------------------------------------------------
<S> <C> <C>
Frederick W. Whitridge, Jr., 39 Mr. Whitridge has been Chairman of the Board of the Company since
Director, Chairman of the November 1994. He has served as President of Archipelago Corp.,
Pension Committee and the the General Partner of Orcas Limited Partnership (an investment
Executive Committee, Member of partnership) since October 1993. Prior thereto, he served as
the Finance Committee President of Investor International (U.S.), Inc., a subsidiary of
Investor AB (a Swedish investment company) from June 1992 to
October 1993. From July 1988 to June 1992, Mr. Whitridge served
as Vice President and Chief Investment Officer of Investor
International (U.S.), Inc. From January 1986 to July 1988, Mr.
Whitridge was an associate with Anestis & Co. (an investment
firm). Mr. Whitridge was a director of the Company from March
1992 to October 1993, and has been a current director since
February 1994.
</TABLE>
EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT ALSO DIRECTORS
C. David Bushley, age 52, was elected Vice President and Chief
Financial Officer of Amdura on April 14, 1993, and Senior Vice
President--Finance and Administration and Chief Financial Officer on February
28, 1994. From 1990 to 1993, he served as Chief Lending Officer of Dime
Savings Bank (a commercial bank), and from 1989 to 1990 he was employed as
President of National City Mortgage Company (a mortgage company). From 1980 to
1989, Mr. Bushley was employed in various executive capacities by Merrill Lynch
& Co. (a financial services company), including President of Merrill Lynch
Mortgage Company, President of Merrill Lynch Private Capital, and Chief Credit
Officer of Merrill Lynch & Co.
Larry L. Postelwait, age 43, has served as a Vice President of
Amdura since March 1992. Mr. Postelwait became President of The Crosby Group,
Inc. ("Crosby"), a wholly-owned subsidiary of the Company, in May 1987. Prior
thereto, Mr. Postelwait served as Vice President of Operations, in charge of
all domestic manufacturing and distribution of Crosby. Mr. Postelwait has
spent his entire career with Crosby.
Mark M. Metz, age 48, has served as a Vice President of Amdura
since March 1992 and as Vice President - Finance of Crosby since March 1985.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During that portion of the year ended December 31, 1994 for which
he or she served as a director, each incumbent director attended at least 75%
of the aggregate of (a) the total number of meetings held by the Board of
Directors and (b) the total number of meetings held by all committees of the
Board on which he or she served. In 1994 the Board of Directors held twelve
meetings and acted three times by means of unanimous consent in lieu of
meetings.
4
<PAGE> 6
Executive Committee
The Executive Committee's responsibilities include considering and
reviewing matters affecting the Company and, in certain circumstances,
exercising the authority of the Board of Directors in the management of the
business and affairs of the Company. The members of the Executive Committee
are Messrs. Whitridge (Chairman), Bach and Gildea and Ms. Rudd. The Executive
Committee did not meet during 1994.
Finance Committee
The Finance Committee's responsibilities include reviewing the
Company's overall capital structure and financing needs, and making
recommendations with respect thereto to the Board of Directors. The members of
the Finance Committee are Ms. Rudd (Chair), and Messrs. Gildea, Meyer and
Whitridge. The Finance Committee held four meetings in 1994.
Pension Committee
The Pension Committee's responsibilities include oversight of the
operations of the Company's retirement plans, and making recommendations to the
Board of Directors with respect to such plans. The members of the Pension
Committee are Messrs. Whitridge (Chairman), Dimond, Gildea and LeBuhn. The
Pension Committee held six meetings in 1994.
Audit Committee
The Audit Committee's responsibilities include making
recommendations to the Board of Directors concerning the retention of
independent auditors, requesting such audit investigations by independent
auditors or by employees of the Company or its subsidiaries as may be
warranted, and reviewing with the auditors the accounting and reporting
principles, policies and practices to be followed by the Company, as well as
the adequacy of the Company's internal financial and operating controls. The
members of the Audit Committee are Messrs. Dimond (Chairman), LeBuhn and Meyer.
The Audit Committee held four meetings in 1994.
Corporate Responsibility Committee
The Corporate Responsibility Committee's responsibilities include
oversight of the Company's compliance with applicable laws, including, among
others, environmental laws. The members of the Corporate Responsibility
Committee are Messrs. Dimond (Chairman), Bach and LeBuhn. The Corporate
Responsibility Committee held four meetings in 1994.
Compensation Committee
The Compensation Committee's primary responsibilities are to
review the performance of the officers, including officers who are also
directors, and certain employees of the Company, to make recommendations to the
Board of Directors concerning the annual salaries and bonuses, including stock
ownership programs, of such officers and employees. The members of the
Compensation Committee are Messrs. Meyer (Chairman) and Dimond and Ms. Rudd,
none of whom is or has been an employee of the Company. The Compensation
Committee held three meetings during 1994.
5
<PAGE> 7
Stock Option Committee
The Stock Option Committee's responsibility is to administer the
1992 Stock Option Plan. The members of the Stock Option Committee are Ms. Rudd
(Chair) and Mr. LeBuhn, neither of whom is or has been an employee of the
Company. The Stock Option Committee met once during 1994.
6
<PAGE> 8
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is information concerning the compensation of the
Company's chief executive officer (during that portion of 1994 for which such
position was occupied) and of the three other executive officers of the Company
at December 31, 1994 whose 1994 salary and bonus exceeded $100,000 (together
with the chief executive officer, the "named executive officers"), for their
services as such during the Company's last three completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
--------------------------- ------------------------ -------
Other
Annual Restricted All Other
Name and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs (#) ($) ($)
-------- ---- -------- ------- --------- --------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F. Andrews, 1994 234,167 0 NA NA 150,000 (2) NA 8,725 (4)
CEO (1) 1993 174,558 84,573 NA NA 281,221 (3) NA 12,983 (4)
James A. Bach, 1994 41,026 0 NA NA 160,000 NA 1,025 (4)
President and
COO(1)(5)
C. David Bushley, 1994 156,500 20,000 NA NA 120,000 NA 7,042 (4)
Senior Vice 1993 101,410 39,307 NA NA 175,000 NA 5,743 (4)
President
and CFO(6)
Larry L. Postelwait, 1994 176,400 90,910 NA NA 80,000 NA 4,550 (4)
Vice President(7) 1993 166,400 82,800 NA NA 281,221 NA 4,164 (4)
1992 149,008 75,640 NA NA 281,221 (3) NA 58,441 (4,8)
Mark M. Metz, 1994 135,204 49,770 NA NA 25,000 NA 6,366 (4)
Vice President(9) 1993 130,000 46,200 NA NA 25,108 (3) NA 5,850 (4)
1992 116,034 42,070 NA NA NA NA 47,480 (4,8)
______________
</TABLE>
7
<PAGE> 9
(1) Mr. Andrews resigned from the positions of Chairman and Chief
Executive Officer of the Company effective November 30, 1994, at
which time Frederick W. Whitridge, Jr. was elected non-executive
Chairman of the Company's Board of Directors; the post of Chief
Executive Officer of the Company remained unfilled for the balance
of 1994. From December 1 through December 31, 1994, Mr. Bach,
President and Chief Operating Officer of the Company, performed
duties substantially similar to those of the Chief Executive
Officer.
(2) Options with respect to 224,050 shares expired upon Mr. Andrews'
resignation effective November 30, 1994.
(3) This option was terminated on November 30, 1993, and a
corresponding new option was granted simultaneously with such
termination.
(4) Includes $8,725 and $12,983 for 1994 and 1993, respectively, in
Company contributions to accounts for the benefit of Mr. Andrews,
$1,025 for 1994 in Company contributions to accounts for the
benefit of Mr. Bach, $7,042 and $5,743 for 1994 and 1993,
respectively, in Company contributions to accounts for the benefit
of Mr. Bushley, $4,550, $4,164, and $3,566 for 1993, 1992 and
1991, respectively, in Company contributions to accounts for the
benefit of Mr. Postelwait, and $6,366, $5,850 and $4,628 for 1994,
1993 and 1992, respectively, in Company contributions to accounts
for the benefit of Mr. Metz, under the Company's Investment-Plus
and Pension Plus Plans.
(5) Reflects all compensation of Mr. Bach as an employee (but not as a
director) of the Company in all capacities during 1994.
(6) Mr. Bushley was elected Vice President and Chief Financial Officer
of Amdura on April 14, 1993, and Senior Vice President-Finance &
Administration and Chief Financial Officer on February 28, 1994.
(7) Mr. Postelwait was elected a Vice President of Amdura on March 24,
1992, and has been President of Crosby since 1987.
(8) Includes payments to Mr. Postelwait of $54,875 and to Mr. Metz of
$42,852 in 1992, pursuant to retention plans adopted by Crosby and
The Harris Waste Management Group, Inc., a wholly-owned subsidiary
of the Company ("Harris"), to provide key employees an incentive
to remain with their respective employers until, among other
things, the sale or liquidation of their employers or Amdura's
successful reorganization. Following October 23, 1991, payments
to each participant in these plans were to be made 50% upon
completion of Amdura's reorganization and 50% over a six-month
period thereafter.
(9) Mr. Metz was elected a Vice President of Amdura on March 24, 1992;
prior to that time, he did not serve the Company in any executive
officer capacity.
8
<PAGE> 10
STOCK OPTIONS
The following table sets forth option grants made under the 1992
Stock Option Plan during 1994 to the named executive officers listed below:
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
----------------------------------------------------------------------------------- --------------------------------------------
% of Total Market
Options Exercise Price per
Options Granted to or Base Share on
Granted Employees Price Date of Expiration
Name (#) in 1994 ($/Sh) Grant ($) Date 0% ($) 5% ($) 10% ($)
---- ----------- ---------- -------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F.
Andrews 150,000 (1) 14.08 $2.25 $2.25 2/28/04 $0 (2) $ 74,288 (2) $188,261 (2)
James A. 35,000 3.29 2.25 2.25 2/28/04 0 49,525 125,507
Bach 125,000 11.74 1.87 1.87 9/30/04 0 147,004 372,537
C. David
Bushley 120,000 11.27 2.25 2.25 2/28/04 0 169,802 430,310
Larry L.
Postelwait 80,000 7.51 2.25 2.25 2/28/04 0 113,201 286,874
Mark M.
Metz 25,000 2.35 2.25 2.25 2/28/04 0 35,375 89,648
</TABLE>
_________________
(1) Options with respect to 97,500 of these shares expired upon Mr.
Andrews' resignation effective November 30, 1994.
(2) Calculated based upon 52,500 unexpired options at December 31,
1994.
There were no exercises of stock options by any of the named
executive officers during the fiscal year ended December 31, 1994; however, the
named executive officers listed in the table below each held as of the end of
such fiscal year the number of unexercisable options listed opposite their
name.
9
<PAGE> 11
AGGREGATED OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
December 31, 1994 December 31, 1994
(#) ($)
----------------- ------------------
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- ---------------- ------------------- --------------- ---------------
<S> <C> <C> <C> <C>
William F. Andrews 0 0 207,171 / 0 0 / 0 (1)
James A. Bach 0 0 60,122 / 170,184 0 / 0 (1)(2)
C. David Bushley 0 0 94,000 / 201,000 0 / 0 (1)
Larry L. Postelwait 0 0 128,488 / 232,733 0 / 0 (1)
Mark M. Metz 0 0 15,043 / 35,065 0 / 0 (1)
</TABLE>
_____________
(1) The market value at December 31, 1994 of the Common Stock
underlying the options ($1.875 per share) was less than the
exercise price of $2.25 per share.
(2) The market value at December 31, 1994 of the Common Stock
underlying the options ($1.875 per share) was equal to the
exercise price of $1.875 per share.
SEVERANCE PAYMENTS
The Company has instituted a severance payment policy for certain
members of its senior management (including all of the named executive
officers), for the purpose of providing such individuals with an additional
incentive to remain in the employ of the Company and its subsidiaries. Under
the policy, eligible personnel would receive a lump-sum payment of one year's
"base salary" (defined as the annual salary at the time of a "Change of
Control" of the Company, as defined below), subject to reduction by the amount
of any other severance pay received from the Company, within 30 days after
"termination" of employment (defined as any substantial change in current
duties, responsibilities, reporting relationships (other than reporting to an
applicable group president), place of employment, or salary and benefits)
without cause, provided that such termination occurs within one year after a
Change in Control of the Company; provided, however, that pursuant to
amendments to the severance policy adopted by the Compensation Committee and
the Board of Directors on March 14, 1995: (i) Mr. Bach and Mr. Bushley will
each be entitled to receive a lump sum payment equal to his base salary 90 days
after a Change of Control, so long as he remains continuously employed
throughout such 90-day period (which lump sum payment will not be made if he
resigns prior to the 90th day); (ii) if the employment of Mr. Bach or Mr.
Bushley is terminated without cause prior to the 90th day after a Change of
Control, Mr. Bach will immediately be entitled to receive a payment equal to 1
1/2 times his base salary and will continue to receive his employee benefits
for 18 months thereafter, and Mr. Bushley will immediately be entitled to
receive a payment equal to two times his base salary and will continue to
receive his employee benefits for 24 months thereafter; (iii) if the employment
of Mr. Bach or Mr. Bushley is terminated without cause between 90 days and two
10
<PAGE> 12
years after a Change of Control, Mr. Bach will immediately be entitled to
receive a payment equal to six months of his then-current salary and will
continue to receive his employee benefits for six months thereafter, and Mr.
Bushley will immediately be entitled to receive a payment equal to 12 months of
his then-current salary and will continue to receive his employee benefits for
12 months thereafter; and (iv) if Mr. Bach or Mr. Bushley remains employed two
years after a Change of Control, then a new severance and/or employee agreement
will be negotiated with that employee on terms no less favorable than those
applicable to similarly situated executives. For purposes of the policy, a
"Change in Control" is defined as (i) the direct or indirect acquisition in one
or more transactions, other than from the Company, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of a number of Company voting securities in excess of 50% of the
Company's voting securities unless such acquisition either (A) has been
approved by the Board or (B) is made by an individual, entity or group that on
March 1, 1994 beneficially owned 5% or more of the Company's voting securities;
or (ii) the consummation by the Company of a reorganization, merger or
consolidation, unless, following such reorganization, merger or consolidation,
all or substantially all of the individuals and entities who were the
respective beneficial owners of the outstanding Common Stock and Company voting
securities immediately prior to such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors or trustees, as the case may be, of the entity resulting from such
reorganization, merger or consolidation in substantially the same proportion as
their ownership of the outstanding Common Stock and Company voting securities
immediately prior to such reorganization, merger or consolidation, as the case
may be. For purposes of the policy, the purchase of Shares pursuant to the
Offer would constitute a Change in Control.
COMPENSATION OF DIRECTORS
Under the Company's current policies, directors (other than
employees of the Company) are compensated $750 for each Board meeting attended
and $750 for each committee meeting attended other than committee meetings held
in conjunction with Board meetings, in which case the compensation is $500. In
addition, the Chairman of the Board (so long as he is not an employee of the
Company) receives $12,500 each quarter, and other directors (other than
employees of the Company) receive $3,000 each quarter. Committee chairpersons
receive an additional $500 for each meeting of a committee at which they
preside. Directors who are present employees of the Company receive no
additional compensation for their service on the Board or its committees.
Directors, whether or not employees of the Company, are eligible
to receive discretionary option grants pursuant to the 1992 Stock Option Plan.
INDEMNITY AGREEMENTS
In general, pursuant to the Company's Bylaws, directors and
officers of the Company and of its subsidiaries are entitled to indemnification
to the fullest extent provided by applicable law. In this regard, the Company
has entered into Indemnity Agreements with Messrs. Bach, Bushley, Dimond,
Gildea, LeBuhn, Metz, Meyer, Postelwait and Whitridge and Ms. Rudd,
contractually obligating the Company to indemnify such parties with respect to
certain matters to the fullest extent provided by applicable law. In addition,
the Company's Restated Certificate of Incorporation contains
11
<PAGE> 13
a provision, as permitted by the Delaware General Corporation Law, that limits
the personal liability of the Company's directors to the Company and its
stockholders for monetary damages for breaches of their fiduciary duty of care.
The provision does not change the liability of a Company director for a breach
of his duty of loyalty to the Company or its stockholders, acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, the declaration of dividends in violation of Delaware law or
in respect of any transaction from which a director received an improper
personal benefit. The Company understands that certain members of the
Company's former principal lending group (the "Former Bank Group") entered into
agreements with Mr. Bach pursuant to which he is provided with certain standby
indemnification rights in addition to the rights he has as a director of the
Company. The Company also understands that certain members of the Former Bank
Group entered into an agreement for the benefit of Messrs. Bach, Dimond, Meyer
and Whitridge, pursuant to which Former Bank Group members agreed to release
such individuals from liability for, and not to sue such individuals on account
of, any action taken or omitted to be taken by them in their capacities as
directors of the Company, except to the extent any such action or omission is
not in good faith or involves intentional misconduct or a knowing violation of
law.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
For the year ended December 31, 1994, the Compensation Committee
of the Board of Directors of the Company was responsible for the specific forms
and levels of compensation for the executive and other officers of the Company
and its subsidiaries.
Executive Compensation Policies Generally
In carrying out its responsibilities with respect to the
compensation policies of the Company that were in place during 1994, the
Compensation Committee intended to provide compensation to the executive and
other officers of the Company and its subsidiaries at reasonably competitive
levels in order to retain qualified executive officers with a knowledge of the
businesses of the Company and its subsidiaries, as well as to provide an
incentive for such executive and other officers based upon the Company's
long-term performance and to enhance stockholder value.
It was the policy of the Compensation Committee in 1994 to attempt
generally to set executive cash compensation at levels that the Committee
believed to be below the median, and executive non-cash compensation at levels
that the Committee believed to be at or slightly above the median, of the range
of executive compensation at industrial manufacturing companies which the
Committee considered to be comparable to the Company and its subsidiaries in
size and circumstances. The Compensation Committee's assessment of the range
of executive compensation at comparable companies was based primarily upon
information supplied by a compensation consultant retained by the Committee,
and considered as well the experience of members of the Committee and publicly
available information.
The Compensation Committee views stock options and stock ownership
by executive officers as essential components of performance-based
compensation, since the value of stock options relates directly to the price of
the Common Stock, and thus ultimately to the Company's performance, thereby
providing executive officers with an additional incentive to focus their and
the Company's performance upon elements of financial strength that contribute
to the enhancement of stockholder value.
12
<PAGE> 14
The Company does not anticipate that it will be affected in the
near future by Section 162(m) of the Internal Revenue Code, which imposes an
annual limit of $1,000,000 per person on the federal income tax deduction for
executive compensation. If the Company should determine that this limitation
might impact the Company, the Company would likely take the steps necessary to
bring its compensation programs into compliance with Section 162(m) so that the
problem of non-deductibility would be avoided.
Elements of Executive Compensation
Compensation of the executive and other officers of the Company
and its subsidiaries in 1994 consisted of the following three elements: base
salary; cash bonus; and stock option awards under the 1992 Stock Option Plan.
Base Salary. In considering the appropriateness of, and increases
in, base salaries for executive and other officers of the Company and its
subsidiaries for 1994, the Compensation Committee utilized salary data obtained
from a variety of sources, including outside consultants and publicly available
information. It was the primary intention of the Committee that the executive
officers of the Company and its subsidiaries be paid base salaries that are
below the median of base salaries for corresponding executive officers at
industrial manufacturing companies that the Committee considered to be
comparable to the Company and its subsidiaries in size and circumstances. The
Compensation Committee's assessment of the range of executive compensation at
comparable companies was based primarily upon information supplied by a
compensation consultant retained by the Committee, and considered as well the
experience of members of the Committee and publicly available information. To
a lesser extent, the Compensation Committee also considered a variety of other
factors in determining base salaries for individual executive officers,
including, among others, in declining order of importance: (i) the duties and
responsibilities inherent in each individual's position with the Company and
its subsidiaries; (ii) the historical achievements and performance of each
individual in meeting personal and career development goals, as well as
corporate performance goals that are related to the individual's area of
responsibility; (iii) the overall performance of the Company (without reference
to specific, preordained targets); and (iv) the general performance of the
Company relative to comparable companies. In light of these factors, as well
as of each individual's seniority, executive and other officers of the Company
and its subsidiaries are assigned to base salary grades, and are paid base
salaries that for 1994 were generally below the midpoints of those grades.
Cash Bonus. Cash bonuses are intended by the Committee to provide
executive and other officers of the Company's subsidiaries with compensation
tied to the achievement of certain corporate and individual performance goals.
For 1994, cash bonuses were awarded to executive and other officers of Crosby
pursuant to a bonus plan adopted for Crosby by the Company's Board of Directors
in 1992, based upon Crosby's attainment in 1994 of the goals set forth in such
plan. In 1992, the Board also adopted a separate bonus plan for Harris; while
certain of the specific goals set forth in the Harris bonus plan were not
attained in 1994, the Compensation Committee nonetheless designated a limited
pool of funds at year-end 1994 for the payment of non-plan bonuses to certain
of the executive and other officers of Harris, as well as to the Chief
Financial Officer and certain other non-executive personnel of Amdura (for
which no formal bonus plan has been established), in recognition of individual
performance and achievement by such recipients during 1994.
13
<PAGE> 15
Under the formal bonus plans adopted by the Board in 1992 for
Crosby and Harris, performance goals for a particular year may vary between
Crosby and Harris based on the achievement of certain predetermined corporate
goals for that year. In establishing the overall levels of cash bonus to be
paid, both Crosby and Harris assign roughly one-third weight to the attainment
of certain threshold, target and maximum levels of operating income; one-fourth
weight to similar levels of cash flow; and one-fifth weight to levels of
reduction in average days of inventory on hand. In addition, Crosby assigns
one-fourth weight each to goals related to gross margin on new products and to
sales presentations made to distributors and end-users of Crosby's products,
while Harris assigns one-tenth weight to goals concerning gross margin and the
level of direct labor as a proportion of its total work-force. Once the
overall bonus level at each subsidiary has been established in accordance with
the foregoing weighing, the actual amount of each individual bonus is
determined based upon the individual's base salary grade.
Stock Options. The grant of stock options is intended to provide
long-term, performance-based incentive compensation to option recipients.
Options are also intended to provide option recipients with an incentive to
increase and promote stockholder value by directly allying the interests of
management with the market value of the Company's stock.
Each option is granted with an exercise price of 100% of the fair
market value on the date of grant of the shares of stock issuable upon exercise
of the option, and has a ten-year term. Options typically vest over a
four-year period.
The Stock Option Committee of the Company's Board of Directors
specifically reviews and acts upon recommendations made by the Chief Executive
Officer regarding the stock option awards to be made to the Company's executive
officers. In 1994 the Stock Option Committee made stock option grants to
certain executive officers. See "Executive Compensation - Stock Options."
Stock option grants in 1994 were generally made by the Stock Option Committee
in the context of the Company's 1993 and 1994 performance, the responsibility
level and performance of the executive, levels of prior grants of stock
options, if any, to the particular executive, and historical and current grants
to all other past and current option holders, taking into account the Company's
preference for long-term stock performance based compensation. There is no
formula on which the grants to executive officers are based, nor is any one
factor given any specific weight. The Stock Option Committee places particular
emphasis on seeking to assure that each executive officer's total option
holdings provide an appropriate balance between long-term incentives and the
other components of each executive's compensation.
Compensation of Chief Executive Officer
Prior to his resignation effective November 30, 1994, the
compensation for William F. Andrews, Chairman, President and Chief Executive
Officer of the Company, was determined through a process similar to the
policies and procedures discussed above for executive officers in general. The
Compensation Committee's approach in setting Mr. Andrews' target annual
compensation was to seek to be competitive with other companies in the capital
goods industry, but also to base a significant portion of his target
compensation upon the attainment of objective performance goals. This
arrangement provided incentives for Mr. Andrews to lead the Company towards
clearly defined performance goals, while still providing compensation stability
in the form of the base salary element of the compensation package.
14
<PAGE> 16
The compensation of James A. Bach, President and Chief Operating
Officer of the Company (who performed duties substantially similar to those of
Mr. Andrews following Mr. Andrews' resignation, and who was included in the
Summary Compensation Table for such period solely for that reason) represented
the continuation without change of Mr. Bach's compensation as an executive
officer of the Company prior to Mr. Andrews' resignation.
In January 1994, the Compensation Committee established a base
salary for Mr. Andrews for 1994. Mr. Andrews' long term incentive compensation
for 1994 was awarded in accordance with the policies described above for all
executive officers. In February 1994, Mr. Andrews was granted an option to
purchase 150,000 shares of Common Stock with an option price of $2.25 per
share, this price being not less than the fair market value of the Common Stock
on the day immediately preceding the date of the grant. See "Executive
Compensation - Stock Options." Options to purchase 97,500 shares expired upon
Mr. Andrews' resignation effective November 30, 1994.
The foregoing report has been furnished by the members of the
Compensation Committee.
MARVIN L. DIMOND PAUL C. MEYER TRACEY L. RUDD
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Messrs. Bach (former Chairman), Dimond and Meyer (current
Chairman) and Ms. Rudd served as members of the Compensation Committee of the
Board of Directors; Mr. Bach is no longer a member of the Committee. None of
the current members of the Compensation Committee is or has been an employee of
the Company. Ms. Rudd is an executive officer of ING Equity Partners L.P. I,
an affiliate of Internationale Nederlanden Bank N.V. See "Securities Ownership
of Certain Beneficial Owners and Management." Internationale Nederlanden Bank
N.V. was one of the lenders under the Company's Senior and Subordinated Term
Loan Agreements which were terminated on September 30, 1994 (the "Old Loan
Agreements"). At December 31, 1994, there was no outstanding principal
indebtedness of the Company under the Old Loan Agreements. During the year
ended December 31, 1994, the Company paid aggregate interest under the Old Loan
Agreements of $1,281,773 including interest payments to Internationale
Nederlanden Bank N.V. of $317,150.
15
<PAGE> 17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of February 28, 1995 by certain
persons who, to the knowledge of the Company, are or may be deemed to be
beneficial owners of more than five percent of the Common Stock, the only class
of voting securities of the Company then outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS(2)
------------------- --------------------- -----------
<S> <C> <C>
Generale Bank 2,223,110 (3) 9.0
Montagne du Parc 3
1000 Brussels, Belgium
Internationale Nederlanden 4,641,535 (4) 18.8
(U.S.) Finance Corporation
135 East 57th Street
New York, New York 10021
Investor International AB 4,909,451 (5) 19.9
S-103 32 Stockholm
Sweden
Pilgrim Prime Rate Trust 1,657,910 (3) 6.7
10100 Santa Monica Blvd.
Los Angeles, California 90067
The Network Company II Limited 1,710,083 (6) 6.9
and John W. Gildea
90 Ferris Hill Road
New Canaan, Connecticut 06840
Orcas Limited Partnership and 5,149,582 (7) 20.9
Archipelago Corporation and
Frederick W. Whitridge, Jr.
270 Greenwich Avenue
Greenwich, Connecticut 06830
Elcor Corporation 2,151,000 (8) 8.0
14643 Dallas Parkway
Wellington Center, Suite 1000
Dallas, Texas 75240-8871
</TABLE>
16
<PAGE> 18
____________
(1) All shares listed are directly held with sole voting and investment
power unless otherwise noted herein.
(2) Based on the 24,665,160 shares of Common Stock outstanding as of
February 28, 1995.
(3) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 6, 1993, to the Schedule 13D filed on
November 4, 1991 (the "Reporting Lenders' Schedule 13D") filed on
behalf of certain of the Company's former lenders (the "Reporting
Lenders"). In the Reporting Lenders' Schedule 13D, the Reporting
Lenders did not concede that they are a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). However, to the extent that they are deemed to
be a "group" within the meaning of Section 13(d)(3) of the Exchange
Act, each Reporting Lender (Bank of Scotland, Generale Bank, Pilgrim
Prime Rate Trust and Risk Arbitrage Partners) may be deemed to have
beneficial ownership of the total of all of the shares owned by all
Reporting Lenders (5,522,718 shares representing approximately 22.4%
of the shares of Common Stock outstanding as of February 28, 1995).
(4) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 25, 1994, to the Schedule 13D filed by
Internationale Nederlanden Bank N.V. with the Commission on or about
June 10, 1992.
(5) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 27, 1995, to the Schedule 13D filed by
Investor International (U.S.), Inc. (formerly known as Patricia
Investments, Inc.) et al. with the Commission on or about November 4,
1991.
(6) Beneficial ownership of such shares was reported in a Schedule 13D
filed by The Network Company II Limited and John W. Gildea with the
Commission on or about March 18, 1993.
(7) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 3, 1994, to the Schedule 13D filed by Orcas
Limited Partnership, Archipelago Corporation and Frederick W.
Whitridge, Jr. with the Commission on or about November 1, 1993.
(8) Beneficial ownership of 2,138,000 of such shares was reported in a
Schedule 13D filed by Elcor Corporation with the Commission on or
about April 13, 1994. On March 24, 1994, Elcor, through a
wholly-owned subsidiary, entered into an Asset Purchase Agreement with
and sold its operating assets to a wholly-owned subsidiary of the
Company in exchange for and in consideration of 2,151 shares of newly
created Amdura Corporation Series B Cumulative Convertible Preferred
Stock, par value $.01 per share. Each share of the Series B
Cumulative Convertible Preferred Stock is convertible at any time and
from time to time, in whole or in part, at the option of Elcor into
1,000 fully paid and non-assessable shares of Common Stock until March
31, 1997, at which time any remaining shares of Series B Cumulative
Convertible Preferred Stock will be automatically converted into
shares of Common Stock. Pursuant to Rule 13d-3 under the Securities
and Exchange Act of 1934, as amended, Elcor is deemed to be the
beneficial owner of such shares of Common Stock.
17
<PAGE> 19
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock, which is the Company's only class of
voting stock, as of February 28, 1995 by the Company's directors and nominees
for director, the named executive officers and of all the Company's current
executive officers, directors and nominees for director as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2)
------------------------ ----------------------- ----------
<S> <C> <C>
William F. Andrews 207,171 (3) *
James A. Bach 543,431 (3) 2.2
C. David Bushley 616,975 (3)(4) 2.4
Marvin L. Dimond 140,306 (3) *
John W. Gildea 1,710,083 (5) 6.9
Robert LeBuhn 0 *
Paul C. Meyer 140,306 (3) *
Mark M. Metz 50,149 (3)(6) *
Larry L. Postelwait 361,270 (3)(7) 1.4
Tracey L. Rudd 4,641,535 (8) 18.8
Frederick W. Whitridge, Jr. 5,199,582 (9) 21.0
All directors and executive officers as a 13,610,808 (3,4,5,6,7,8,9) 50.8
group (11 persons)
</TABLE>
_____________
* Share ownership represents less than one percent of the outstanding
shares of Common Stock.
(1) All shares listed are directly held with sole voting and investment
power unless otherwise noted.
(2) Based on the 24,665,160 shares of Common Stock outstanding as of
February 28, 1995.
(3) Includes shares issuable upon the exercise of stock options which are
exercisable within 60 days of February 28, 1995, assuming that the
sale of Shares pursuant to the Offer occurs on or before April 29,
1995. Pursuant to the terms of such options, all such options shall
become exercisable in full if Shares are sold pursuant to the Offer on
or prior to such date.
(4) Includes 100 shares owned by Mr. Bushley's son; Mr. Bushley disclaims
beneficial ownership of all of these shares.
18
<PAGE> 20
(5) As a result of his position as General Partner and Managing Director
of Gildea Management Co. L.P., which exercises sole voting and
investment power over (but disclaims beneficial ownership of) the
1,710,083 shares of Common Stock owned by The Network Company II
Limited, Mr. Gildea may be deemed to be the direct beneficial owner of
such shares. Mr. Gildea disclaims beneficial ownership of all of
these shares.
(6) Includes 41 shares beneficially owned by Mr. Metz through the
Company's 401(k) plan.
(7) Includes 49 shares beneficially owned by Mr. Postelwait through the
Company's 401(k) plan.
(8) As a result of her position as Managing Director of ING Equity
Partners, L.P. I, an affiliate of Internationale Nederlanden Bank
N.V., Ms. Rudd may be deemed to be the indirect beneficial owner of
the 4,641,535 shares of Common Stock owned by Internationale
Nederlanden (U.S.) Capital Corporation, and affiliate of
Internationale Nederlanden Bank N.V. Ms. Rudd disclaims beneficial
ownership of all of these shares.
(9) As a result of his position as President of Archipelago Corporation,
the General Partner of Orcas Limited Partnership, Mr. Whitridge may be
deemed to be the indirect beneficial owner of the 5,149,582 shares of
Common Stock owned by Orcas Limited Partnership. Mr. Whitridge
disclaims beneficial ownership of these shares.
19
<PAGE> 21
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Gildea is the General Partner and Managing Director of Gildea
Management Co., L.P., which has been an advisor to The Network Company II
Limited; Mr. LeBuhn was throughout 1994 Chairman of Investor International
(U.S.), Inc., an affiliate of Investor AB; and Ms. Rudd is an executive officer
of ING Equity Partners L.P. I, an affiliate of Internationale Nederlanden Bank
N.V. See "Securities Ownership of Certain Beneficial Owners and Management."
The Network Company II Limited, Investor International (U.S.), Inc. and
Internationale Nederlanden Bank N.V. were three of the lenders under the Old
Loan Agreements. At December 31, 1994, there was no outstanding principal
indebtedness of the Company under the Old Loan Agreements. During the year
ended December 31, 1994, the Company paid aggregate interest under the Old Loan
Agreements of $1,281,773 including interest payments to The Network Company II
Limited, Investor International (U.S.), Inc. and Internationale Nederlanden
Bank N.V. of $47,662, $273,665, and $317,150 respectively.
20
<PAGE> 22
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 its Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDURA CORPORATION
Date: April 10, 1995 By /s/ C. DAVID BUSHLEY
------------------------
C. David Bushley
Senior Vice President--
Finance and Administration
and Chief Financial Officer
