Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1993
Commission file number 1-5558
Katy Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1277589
(State of Incorporation) (IRS Employer Identification Number)
853 Dundee Avenue, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 379-1121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $1.00 par value-New York 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 (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 NO X
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 aggregate market value of the voting stock held by non-affiliates
of the registrant, computed by reference to the closing price in the New
York Stock Exchange consolidated reporting system on June 15, 1994 was
approximately $103,000,000. On that date 9,017,387 shares of Common
Stock, $1.00 par value, were outstanding, the only class of the
registrant's common stock.
Documents Incorporated By Reference
Report consists of 18 pages
TABLE OF CONTENTS
PART III
Item 10. Directors and Executive Officers of the Registrant.....3
Item 11. Executive Compensation.................................9
Item 12. Security Ownership of Certain Beneficial Owners and
Management.........................................11
Item 13. Certain Relationships and Related Transactions........17
Signature Page........................................18
Part III
Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information as of June 1, 1994 with
respect to those persons who are presently executive officers, directors
or nominees for director of Katy. Each officer holds office until the
next annual meeting of directors. Directors each currently serve a three-
year term expiring in the year indicated below or until their successors
are nominated and duly elected.
<TABLE>
<CAPTION>
Principal Occupation Period of
and Business Service
Experience During as Katy
Name Age the Past Five Years Directorships Director
<S> <C> <C> <C> <C>
Term Expiring 1995
William F. Andrews 62 1992 to present:
Chairman and CEO of
Amdura Corporation
and Utica Corp.
1990 to 1991:
President and CEO
of UNR Industries,
a steel products
firm
1989 to 1990:
President of Massey
Investment Company,
a private investment
company
1986 to 1989:
Chairman, President
and CEO of SSMC,
Inc., a manufacturer
of consumer products Johnson
Controls
Navistar
Harley Davidson
Southern New
England Tele-
communications
Corporation
Corrections
Corp. of
America
MB
Communications 1991 to
present
Denis H. Carroll 55 1992 to present:
President CRL
Industries, Inc., a
diversified holding
company
1970 to 1992:
President of American
Couplings Company, a
brass hose couplings
manufacturer
1980 to present:
Vice President of
CRL, Inc., a
diversified holding
company Versa Technol-
ogies, Inc. 1974 to
present
Principal Occupation Period of
and Business Service
Experience During as Katy
Name Age the Past Five Years Directorships Director
C. Felix Harvey 73 1953 to present:
President of Harvey
Enterprises, Inc., a
diversified real
estate and consumer
services company North Carolina
Natural Gas
First Fincorp,
Inc. 1971 to
present
William H. Murphy 62 1992 to present:
Retired
1988 to 1992:
President of
Katy
1974 to 1988:
Vice President,
Treasurer and
Controller of
Katy Schon & Cie, AG
1979 to
present
Reginald N.
Whitman 84 1988 to Present:
Retired
1970 to 1988:
Chairman of the Board
of Missouri-Kansas-
Texas Railroad
Company, a former
subsidiary of Katy 1970 to
present
Term Expiring 1994
Barry J. Carroll 50 1992 to present:
President of Carroll
International
Corporation, a
diversified holding
company
1980 to 1992:
Vice President of
CRL, Inc., a
diversified holding
company
1984 to 1991:
Vice President of
Administration of
Katy 1975 to
present
Principal Occupation Period of
and Business Service
Experience During as Katy
Name Age the Past Five Years Directorships Director
Wallace E.
Carroll, Jr. 56 1992 to present:
Chairman and
Vice-President of
CRL, Inc., a
diversified holding
company
1987 to present:
Investor 1991 to
present
Philip E. Johnson 46 1993 to present:
Partner with
Bennington, Johnson,
Ruttum & Reeve,
attorneys at law
1980 to 1993:
Partner with Mosley,
Wells, Johnson &
Ruttum PC, attorneys
at law OEA, Inc. 1990 to
present
Arthur R. Miller 43 1988 to present:
Partner with Holleb
& Coff, attorneys
at law
1977 to 1988:
Partner with Quinn,
Jacobs, Barry &
Miller, attorneys at
law
Schon & Cie, AG 1988 to
present Jacob Saliba 80 1988 to present:
Chairman of the
Board of Katy
1988 to 1993
Chief Executive
Officer of Katy
1968 to 1988:
President of
Katy
Compaganie des
Entrepots et
Gares
Frigorifiques
C.E.G.F.
(U.S.A.), Inc.
Emerging
Germany Fund
Schon & Cie AG
Syratech
Corporation 1968 to
present
Principal Occupation Period of
and Business Service
Experience During as Katy
Name Age the Past Five Years Directorships Director
Term Expiring 1993*
Doyle G. Berry 63 1968 to present:
President of Berry
Bros. General
Contractors, Inc.,
an oil field service
company 1969 to
present
J. Stuart Hunt 72 1987 to present:
Investor Pogo Producing
Co.
Nomeco
Silo, Inc. 1991 to
present
Lelia Carroll
45 1992 to present:
Vice-Chairman and
Vice-President of
CRL, Inc., a
diversified holding
company
1987 to present:
Investor 1991 to
present
Lutz R. Raettig 51 1988 to present:
Executive Vice
President and Head
of Investment
Banking, Commerzbank
AG, Frankfurt/Main,
Germany Schon & Cie, AG
European
Meffanine Fund
Holding,
Curacao
European
Technology
Ventures S.A.,
Luxembourg,
Belgium
PMC, Personal
Management
Consult GmbH,
Frankfurt,
Germany
Mora
Beteiligunj,
AG, Frankfurt
Germany 1991 to
present
*Directors whose terms were scheduled to expire in 1993 will serve until re-
elected or their successors are elected at the 1994 Annual Meeting of
Stockholders.
Principal Occupation Period of
and Business Service
Experience During as Katy
Name Age the Past Five Years Directorships Director
Charles W. Sahlman 67 1987 to present:
President, Bee Gee
Holding Company,
Inc., a holding
company for
subsidiaries engaged
in the harvesting and
processing of seafood 1972 to
present
Executive Officers:
John R. Prann, Jr. 43 1993 to present:
President, Chief
Executive Officer
and Chief Operating
Officer of Katy
1992 to present:
President of CRL,
Inc., a diversified
holding company
1990 to 1991:
President of Profile
Gear, Inc., a
manufacturing
company,
Libertyville, IL
1987 to 1990:
Partner of Deloitte &
Touche - valuation
and appraisal
services, Chicago,
IL
Glenn W. Turcotte 53 1992 to present:
Executive Vice
President of Katy
1983 to present:
President of Glit
Division of Hallmark
Holdings, Inc., a
subsidiary of Katy
Robert M. Baratta 64 1993 to present:
Vice President of Katy
1990 to present:
President of Katy
Seghers, Inc. and
Savannah Energy
Systems Company,
subsidiaries of Katy
Principal Occupation Period of
and Business Service
Experience During as Katy
Name Age the Past Five Years Directorships Director
Michael G. Gordono 54
1993 to present:
Vice President of Katy
1987 to 1993:
President of Beehive
Machinery, Inc., a
subsidiary of Katy
Paul Kurowski 52 1994 to present:
Chief Financial
Officer, Treasurer
and Secretary
1993 to 1994:
Secretary, Acting
Chief Financial
Officer and Treasurer
of Katy
1977 to 1993:
Director of Taxes and
Assistant Treasurer
of Katy
</TABLE>
Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Katy's directors, executive officers and persons
who beneficially own greater than 10% of Katy's Common Stock to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission"), and copies of such reports with
the New York Stock Exchange and Katy. Based solely upon its review of
copies of the Section 16 reports, the Company believes that during its
fiscal years ended December 31, 1992 and 1993, all of its directors,
executive officers and greater than 10% beneficial owners were in
compliance with their Section 16 filing requirements other than the
following (i) the Estate of Wallace E. Carroll, Sr., which inadvertently
failed to timely file a Form 5 reporting an intra-family transfer of
shares for no consideration, (ii) Lelia H. Carroll, who inadvertently
failed to timely file a Form 5 reporting an intra-family transfer of
shares for no consideration, and (iii) John R. Prann, Jr., Paul Kurowski,
Robert M. Baratta and Michael G. Gordono, each of whom inadvertently
failed to timely file a Form 3 upon becoming an executive officer of the
Company. All of the above filings were subsequently made by such persons.
Item 11. - EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table shows, for the years ending December 31, 1993,
1992 and 1991, the cash compensation paid by Katy and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to
Katy's current and former Chief Executive Officer, the four other most
highly compensated executive officers and one former executive officer.
Katy has not granted any stock options or restricted stock awards and has
not paid any long-term incentive compensation nor made any long-term
incentive awards to such executive officers during such periods.
<TABLE>
<CAPTION>
Annual Compensation
---------------------------
All Other
Name and Principal Position Year Salary Bonus Compensation (a)
- --------------------------- ------ -------- -------- ----------------
<S> <C> <C> <C> <C>
John R. Prann (b)
President, Chief Executive 1993 $159,786 $ 35,000 $ 7,973
Officer and Chief Operating
Officer
Glenn W. Turcotte
Executive Vice-President 1993 164,904 124,769 2,579
Vice-President 1992 110,000 144,000 9,370
Paul Kurowski
Secretary, Treasurer and
Chief Financial Officer 1993 109,500 25,000 3,468
Jacob Saliba
Chief Executive Officer 1993 386,719 40,000 907,275 (c)
Chief Executive Officer 1992 423,008 10,000 4,092
Chief Executive Officer 1991 375,000 20,200 -
J. Russell Jones (d)
Chief Financial Officer,
Vice-President,
and Treasurer 1993 135,000 - 200,259 (e)
Vice-President and Treasurer 1992 92,102 8,000 5,176
Treasurer 1991 85,000 4,800 -
Robert M. Baratta
Vice President 1993 111,500 15,000 2,530
Michael G. Gordono
Vice President 1993 139,461 15,000 1,189
</TABLE>
(a) Includes non-cash compensation consisting of personal use of
corporate automobiles, club dues and medical expenses. To the
extent used, such benefits are treated as additional wages for
withholding and income tax purposes. Amounts included for Mr.
Saliba and Mr. Jones also include retirement payments described in
the notes below.
(b) Mr. Prann commenced employment on April 14, 1993. Mr. Prann's
salary and bonus were paid by CRL, Inc., a diversified holding
company owned by members of the Carroll family, for which Mr. Prann
serves as President. All amounts paid by CRL, Inc. to Mr. Prann for
his services as an executive officer of Katy were reimbursed to CRL,
Inc. by Katy.
(c) Mr. Saliba retired effective November 30, 1993. On March 15, 1993,
the Board of Directors approved a retirement compensation program
for Mr. Saliba as Katy's Chief Executive Officer under which a
payment of $895,803 was paid on November 30, 1993.
(d) Mr. Jones retired effective December 31, 1993.
(e) Includes $192,038 paid to Mr. Jones under the terms of a retirement
program.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Charles W. Sahlman,
Denis H. Carroll, Philip E. Johnson, William H. Murphy and Jacob Saliba.
The following is a description of certain relationships and
transactions with regard to certain members of the Compensation Committee
and certain of Katy's executive officers.
Charles W. Sahlman is President of Bee Gee Holdings, Inc. (Bee Gee)
(a 37.5% Katy subsidiary) and of C.E.G.F. (USA), Inc. (C.E.G.F.) (a 95%
Katy subsidiary) and is a former Executive Vice President of Katy. Prior
to 1993 C.E.G.F. was a 25% Katy subsidiary. In February, 1993 Katy
purchased a 20% interest in C.E.G.F. from Bee Gee; and in March, 1994 Katy
purchased a 50% interest in C.E.G.F. from a third party. These
transactions resulted in C.E.G.F. becoming a 95% Katy subsidiary. In 1989
Katy loaned C.E.G.F. $4,197,000, at prime interest rate plus 3/4%,
maturing at December 31, 1994.
William H. Murphy was President, Chief Financial Officer and Chief
Operating Officer of Katy through the year ended December 31, 1992.
Jacob Saliba is the Chairman of the Board of Directors and was Chief
Executive Officer of Katy through November 30, 1993.
Philip E. Johnson was a partner in the Denver law firm of Mosley,
Wells, Johnson & Ruttum, P.C. which acted as counsel to Katy and its
subsidiaries during 1992 and 1993. See also "Certain Relationships and
Related Transactions".
John R. Prann Jr., Katy's President, Chief Operating Officer and
Chief Executive Officer, is also serving as President and a director of
CRL, Inc. a Carroll family-owned company. Wallace E. Carroll, Jr. and
Lelia Carroll, directors of Katy, also serve as Chairman and Vice
President of CRL, Inc., and Vice Chairman and Vice President of CRL,
Inc., respectively.
COMPENSATION OF DIRECTORS
Directors who are not employees of Katy or its subsidiaries receive
an annual retainer of $9,000 for service on the Board of Directors and up
to $2,000 for attendance at each meeting of the Board or a committee
thereof. Directors who are officers are not separately compensated as
directors.
RETIREMENT/COMPENSATION PROGRAM
Katy's Board of Directors has authorized a retirement/compensation
program for eligible home office employees on such terms and conditions to
be established by the Board at its discretion.
EMPLOYMENT CONTRACTS
There are no employment contracts between Katy and its executive
officers.
Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes set forth as of June 15, 1994, certain
information regarding the beneficial ownership of those persons or
entities, including certain members of the family of Wallace E. Carroll,
former Chairman of the Board of Katy, since deceased, and related
entities, who are known to be the beneficial owners of more than five
percent (5%) of the Common Stock of Katy.
The following table reflects multiple counting of shares of the
Common Stock of Katy where more than one of the persons identified below
may be deemed to be a beneficial owner of such shares. Reference should
be made to the notes below for a description of the nature of the
beneficial ownership reported in the table below.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent
Of Beneficial Owner Ownership Notes of Class
<S> <C> <C> <C>
Denis H. Carroll
c/o CRL Industries, Inc.
2345 Waukegan Rd.
Suite S-200 (1)(2)(7)(8)
Bannockburn, IL 60015 3,419,402 (9)(10)(11) 37.9%
Barry J. Carroll
c/o Carroll International Corp.
2430 Des Plaines Ave., Suite 303 (1)(3)(7)(8)
Des Plaines, IL 60018 3,272,677 (9)(10)(11) 36.3%
Wallace E. Carroll, Jr.
c/o CRL, Inc.
6300 S. Syracuse, Suite 300 (1)(4)(7)
Englewood, CO 80111 3,032,985 (9)(10)(11) 33.6%
Lelia Carroll
c/o CRL, Inc.
6300 S. Syracuse, Suite 300 (1)(5)(7)(8)
Englewood, CO 80111 3,067,064 (9)(10)(11) 34.0%
Amount and Nature
Name and Address of Beneficial Percent
Of Beneficial Owner Ownership Notes of Class
Philip E. Johnson
c/o Bennington, Johnson, Ruttum
& Reeve
370 17th Street, #2480 (1)(6)(7)
Denver, CO 80202 3,759,798 (8)(9)(10) 41.7%
CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111 2,052,500 (9) 22.8%
Gabelli Funds, Inc.
One Corporate Center
Rye, NY 10580-1434 1,043,100 (12) 11.6%
</TABLE>
(1) Wallace E. Carroll, Jr., Denis H. Carroll, Barry J. Carroll and
Lelia Carroll are the children of Wallace E. Carroll and Lelia H.
Carroll. Philip E. Johnson is the former husband of Lelia Carroll.
All five of such persons are directors of Katy.
Certain members of the Carroll family, including Wallace E. Carroll,
Jr., Denis H. Carroll, Lelia Carroll and Philip E. Johnson and
members of their immediate families (the "Reporting Persons"),
beneficially owning 4,561,637 shares of Katy Common Stock or 50.6%
of the outstanding shares, have jointly filed a Statement on
Schedule 13D reporting their beneficial ownership. Certain other
members of the Carroll family, including Barry J. Carroll and
members of his immediate family (the "BJC Persons"), beneficially
owning 3,272,677 shares of Katy Common Stock or 36.3% of the
outstanding shares (which includes certain shares of which Barry J.
Carroll and members of his immediate family share beneficial
ownership with certain of the Reporting Persons), have jointly filed
a separate Statement on Schedule 13D reporting their beneficial
ownership. Information concerning the BJC Persons is as reported on
an Amendment No. 3 to a Statement of Schedule 13D filed on June 9,
1994 by such persons.
All members of the Carroll family and the trusts and other entities
controlled by them are parties to a Stock Purchase Agreement dated
as of January 1, 1983, pursuant to which, among other things, each
party has a right of first refusal to acquire shares of Katy Common
Stock proposed to be sold by other parties thereto at the then
current market value for such shares.
(2) Denis H. Carroll holds 1,734 shares and may be deemed to
beneficially own 6,164 shares held by his wife, Patricia S. Carroll,
and 10,884 shares held by his children and in a custodial account
for his children. Denis H. Carroll disclaims beneficial ownership
of shares held by his wife and such shares are excluded from his
reported beneficial ownership.
(3) Barry J. Carroll holds 7,874 shares and may be deemed to
beneficially own 6,164 shares held by his wife, Barbara P. Carroll,
and 6,772 shares held by his children and in a custodial account for
his children. As the sole general partner of the BJC Partnership,
Ltd., Barry J. Carroll may be deemed to beneficially own 3,780
shares held by such partnership. As the controlling stockholder of
Carroll International Corporation, Barry J. Carroll may be deemed to
beneficially own 200,000 shares held by such corporation.
(4) Wallace E. Carroll, Jr. holds 119,100 shares and may be deemed to
beneficially own 6,164 shares held by his wife, Amelia M. Carroll,
and 13,254 shares held by his children and in custodial accounts for
his children. As the sole general partner of the WEC, Jr.
Partnership, Ltd., Wallace E. Carroll, Jr. may be deemed to
beneficially own 16,504 shares held by such partnership.
(5) Lelia Carroll holds 125,064 shares. Lelia Carroll may also be
deemed to beneficially own 1,800 shares held in custodial accounts
for the benefit of her children. As the sole general partner of the
LCJ Partnership, Ltd., Lelia Carroll may be deemed to be the
beneficial owner of 19,552 shares directly beneficially owned by
such partnership.
(6) Philip E. Johnson holds 5,550 shares. Gage Partnership, Ltd., Gage
Partnership 1989, Ltd. and Gage Partnership 1990, Ltd. hold 7,691,
2,207 and 5,252 shares, respectively. As the sole general partner
of such partnerships, Philip E. Johnson may be deemed to
beneficially own all shares held by such partnerships.
(7) Certain Carroll family trusts for the benefit of Denis H. Carroll
and his descendants (the "DHC '57 Trust" and "DHC '58 Trust") hold
2,151 and 372,120 shares, respectively. The trustees of such trusts
are Denis H. Carroll, Philip E. Johnson and Arthur R. Miller.
Accordingly, such persons may be deemed to share beneficial
ownership of the shares beneficially owned by such trusts. Certain
Carroll family trusts for the benefit of Lelia Carroll and her
descendants (the "LC '57 Trust" and "LC '58 Trust") hold 2,151 and
372,120 shares, respectively. The trustees of such trusts are Lelia
Carroll, Philip E. Johnson and Amelia M. Carroll. Accordingly such
persons may be deemed to share beneficial ownership of the shares
beneficially owned by such trusts. Certain Carroll family trusts
for the benefit of Wallace E. Carroll, Jr. and his descendants (the
"WEC, Jr. '57 Trust" and "WEC, Jr. '58 Trust") hold 2,151 and
372,121 shares, respectively. The trustees of such trusts are
Wallace E. Carroll, Jr., Arthur R. Miller and Amelia M. Carroll.
Accordingly, such persons may be deemed to share beneficial
ownership of shares beneficially owned by such trusts. A Carroll
family trust for the benefit of Barry J. Carroll and his descendants
(the "BJC '58 Trust") holds 20,000 shares. The trustees of such
trusts are Barry J. Carroll, Barbara P. Carroll and Megan E.
Carroll. Accordingly, such persons may be deemed to share
beneficial ownership of shares beneficially owned by such trusts.
The DHC '57 Trust, the LC '57 Trust, the WEC, Jr. '57 Trust and the
BJC '57 Trust (another Carroll family trust for the benefit of Barry
J. Carroll and his descendants which currently holds no shares
directly) are collectively referred to as the "'57 SubTrusts." The
DHC '58 Trust, the LC '58 Trust, the WEC, Jr. '58 Trust and the BJC
'58 Trust are collectively referred to as the "'58 SubTrusts."
Arthur R. Miller disclaims beneficial ownership of shares
beneficially owned by the '57 SubTrusts and '58 SubTrusts for which
he serves as a trustee.
(8) Certain Carroll family trusts for the benefit of the descendants of
Wallace E. Carroll (the "'61 Trust," "'62 Trust" and "'78 Trust")
hold 60,787, 288,405 and 30,000 shares, respectively. The trustees
of such trusts are Denis H. Carroll, Philip E. Johnson and Barry J.
Carroll. Accordingly, such persons may be deemed to share
beneficial ownership of shares beneficially owned by such trusts.
Certain trusts created for the benefit of the descendants of
Wallace E. Carroll, Jr. (collectively, the "W.E.C. Jr. Trusts") each
hold 1,000 and 774 shares, respectively. Barry J. Carroll and Lelia
Carroll serve as trustees and each may be deemed to share beneficial
ownership of the shares held by the W.E.C. Jr. Trusts.
(9) CRL, Inc. directly owns 718,680 shares and indirectly beneficially
owns an additional 1,333,820 shares through its wholly-owned
subsidiaries. Certain Carroll family trusts for the benefit of
Lelia Carroll and her descendants (the "LC '54 Trust" and the "LC
'55 Trust), the '57 SubTrusts, the '58 SubTrusts, Barry J. Carroll,
Denis H. Carroll, Wallace E. Carroll, Jr., Lelia Carroll and The
Wallace E. Carroll Estate, which hold all of the outstanding stock
of CRL, may be deemed to share beneficial ownership of the shares
indirectly beneficially owned by CRL. Lelia Carroll, Brooke H.
Johnson, the daughter of Lelia Carroll, and Amelia M. Carroll serve
as trustees of the LC '54 Trust and the LC '55 Trust and may be
deemed to share beneficially ownership of the shares deemed
beneficially owned by such trusts.
(10) The Wallace E. Carroll Estate (the "Estate") holds 53,598 shares.
The administrators of the Estate, Barry J. Carroll, Denis H.
Carroll, Philip E. Johnson and Lelia H. Carroll, may be deemed to
share beneficial ownership of the shares held by the Estate. The
Carroll Foundation, a Colorado private foundation (the
"Foundation"), holds 40,908 shares. The administrators of the
Foundation, Barry J. Carroll, Denis H. Carroll and Lelia Carroll may
be deemed to share beneficial ownership of the shares held by the
Foundation. As the general partners of Gage Partnership, 1991,
Ltd., Philip E. Johnson, Denis H. Carroll, Barry J. Carroll,
Wallace E. Carroll, Jr. and Lelia Carroll may be deemed to share
beneficial ownership of the 19,406 shares held by such partnerships.
LeWa Company ("LeWa") holds 416,338 shares and may be deemed to
indirectly beneficially own 15,450 shares held by one of its wholly-
owned subsidiaries. Barry J. Carroll, Denis H. Carroll, Wallace E.
Carroll, Jr., Lelia Carroll and the '62 Trust, which hold all of the
outstanding stock of LeWa, may be deemed to share beneficial
ownership of the shares held and indirectly beneficially owned by
LeWa. The Marital Trust created under the Will of Wallace E.
Carroll is the direct beneficial owner of 55,121 shares. The
trustees of the Marital Trust are Denis H. Carroll, Philip E.
Johnson, Barry J. Carroll and Lelia H. Carroll and as a result such
persons may be deemed the beneficial owners of shares directly
beneficially owned by the Marital Trust.
(11) Lelia H. Carroll, the surviving wife of Wallace E. Carroll, Sr.,
holds 69,762 shares. Such shares are reflected in the aggregate
Carroll family ownership referred to above but are not reflected in
the beneficial ownership reported by each of the children of Lelia
H. Carroll.
(12) Beneficial ownership is as reported on an Amendment No. 7 to
Statement on Schedule 13D dated May 18, 1994 filed by the Gabelli
Funds, Inc. and related parties.
The following table sets forth, as of December 31, 1993, the number
of shares of Common Stock of Katy beneficially owned by all directors
individually, each of the named current executive officers listed in the
Summary of Cash and Certain Other Compensation table and by all directors
and executive officers as a group. Unless otherwise indicated, the nature
of beneficial ownership is that of sole voting power and sole investment
power.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Beneficial of
Name Ownership Class
<S> <C> <C>
William F. Andrews None
Doyle G. Berry
666
*
Barry J. Carroll (1)
(see pages
11 - 14)Denis H. Carroll (1)
(see pages
11 - 14) Lelia Carroll
(see pages
11 - 14)
Wallace E. Carroll, Jr.
(see pages
11 - 14)
C. Felix Harvey
8,500*
J. Stuart Hunt
None
Philip E. Johnson (1)
(see pages
11 - 14)
Arthur R. Miller
(see pages
11 - 14)
William H. Murphy
1,600*
Lutz R. Raettig None
Charles W. Sahlman None
Amount and
Nature of Percent
Beneficial of
Name Ownership Class
Jacob Saliba
3,216*
Reginald N. Whitman
1,000*
John R. Prann, Jr.
None
Glenn W. Turcotte None
Robert M. Baratta None
Michael G. Gordono None
Paul Kurowski
8*
All directors and
executive officers of
Katy as a group (20
persons) 4,911,117 (2) 54%
<FN>
* Indicates 1% or less
</TABLE>
(1) Barry J. Carroll, Denis H. Carroll and Philip E. Johnson are
trustees of an irrevocable trust established by Lelia H. Carroll,
for the benefit of her descendants, that holds 500 shares of common
stock of Sterling-Salem Corporation. Katy owns 80% of that
corporation's outstanding common shares and the trust described
above owns the remaining 20% of the outstanding shares. Sterling
Salem Corporation has approximately $25,000 of assets, consisting of
land, and does not currently conduct business.
(2) Includes all shares beneficially owned by members of the Carroll
family who serve on the Board of Directors as set forth under
"Security Ownership of Certain Beneficial Owners".
Item 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Katy is a joint venture partner with a major American oil company
and a Japanese concern in an Indonesian oil and gas exploration project.
During 1988 Katy assigned to certain entities controlled by the Carroll
family, the right to receive fifty percent (50%) of Katy's revenues from
the project after recovery of Katy's invested costs, which assignment was
in consideration of past acts of financial support by those entities.
Arthur R. Miller, a director of Katy, is a partner in the Chicago
law firm of Holleb & Coff which acted as general counsel to Katy and its
subsidiaries during 1993 and 1992. During 1993 and 1992 Katy paid
$1,090,000 and $756,000, respectively, in legal fees to Holleb & Coff.
Philip E. Johnson was a partner in the Denver law firm of Mosley,
Wells, Johnson & Ruttum, P.C. which acted as counsel to Katy and its
subsidiaries during 1993 and 1992. During 1993 and 1992 Katy paid
$276,000 and $37,119, respectively in legal fees to Mosley, Wells.
Katy paid $50,000 in consulting fees to Reginald M. Whitman, a
director of Katy, in both 1993 and 1992.
In 1989 Katy loaned C.E.G.F., then a 25% owned subsidiary of Katy,
$4,197,000 at prime interest rate plus 3/4%, maturing at December 31,
1994. In February, 1993 Katy purchased a 20% interest in C.E.G.F. from
Bee Gee and in March, 1994 Katy purchased a 50% interest in C.E.G.F. from
a third party. These transactions resulted in C.E.G.F. becoming a 95%
Katy subsidiary. Charles W. Sahlman, a Katy director, is President of Bee
Gee and C.E.G.F.
SIGNATURES
Pursuant to the requirements 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.
KATY INDUSTRIES, INC.
Date: June 28, 1994 By:/s/JOHN R. PRANN, JR.
John R. Prann, Jr.
President
