SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required] for the fiscal year ended June 30, 1996 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period from
_______ to ________
Commission file number 2-18868
KNAPE & VOGT MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
Michigan 38-0722920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2700 Oak Industrial Drive, N.E., Grand Rapids, MI 49505
(Address of principal executive offices) (Zip Code)
(616) 459-3311
(Registrant's telephone number, including area code)
Securities registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.00 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __X__ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of voting stock held by nonaffiliates of the
registrant was $74,874,143 as of September 6, 1996.
Number of shares outstanding of each class of common stock as of September 6,
1996: 3,332,750 shares of Common Stock, par value $2.00 per share, and
2,548,619 shares of Class B Common Stock, par value $2.00 per share.
Documents incorporated by reference. Certain portions of the Registrant's
Proxy Statement for the Annual Meeting of Shareholders to be held on
October 18, 1996, are incorporated by reference into Part III of this Report.
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KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES
NOTE 3 TO THE FINANCIAL STATEMENTS
IN THE 1996 10-K
3. Discontinued Operation
On August 20, 1996, the Company announced its decision to sell the Roll-it
division of Knape & Vogt Canada Inc. (Roll-it), the Company's store fixture
operation. It is the Company's intent to sell the Roll-it division within the
next fiscal year through an independent broker. Roll-it is reported as a
discontinued operation, and the consolidated financial statements have been
reclassified to segregate the net assets and operating results of the business.
The estimated loss on the sale of Roll-it is $3.9 million, which includes a
reduction in asset values of $3.6 million and a provision for anticipated
closing costs and operating losses until disposal of $.3 million. The loss is
reported net of an income tax benefit of $1.2 million, for an after-tax loss of
$2.7 million. The amounts are based on estimates of the proceeds expected to be
realized on the sale of the store fixture operation. The amounts the Company
will ultimately realize could differ materially in the near term from the
amounts assumed in arriving at the loss on disposal of the discontinued
operation. Summary operating results of the discontinued operation (in
thousands) are as follows:
<TABLE>
June 30, 1996 1995 1994
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<S> <C> <C> <C>
Revenues $ 13,540 $ 14,851 $ 14,371
Costs and expenses 13,990 13,823 13,056
- --------------------------------------------------------------------------------------
Income (loss) before taxes (450) 1,028 1,315
Income tax expense (benefit) (112) 374 472
- --------------------------------------------------------------------------------------
Net income (loss) $ (338) $ 654 $ 843
======================================================================================
</TABLE>
Net assets of the discontinued operation at June 30, 1996, of approximately $3.6
million consisted of $1.8 million of current assets, deductions for an allowance
for the estimated loss on disposal, estimated operating losses to the
anticipated disposal date, current liabilities and $1.8 million of equipment.
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Consent of Independent Certified Public Accountants
Knape & Vogt Manufacturing Company
Grand Rapids, Michigan
We hereby consent to the incorporation by reference of our report dated August
21, 1996, relating to the consolidated financial statements of Knape & Vogt
Manufacturing Company, appearing in that Corporation's annual report on Form
10-K for the year ended June 30, 1996, in that Corporation's previously filed
Form S-8 Registration Statements (file numbers 33-20227, 33-43704, 33-88206 and
33-88212).
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
April 30, 1997
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
KNAPE & VOGT MANUFACTURING COMPANY
By /s/ Richard C. Simkins
Richard C. Simkins
Executive Vice President, CFO,
Secretary & Treasurer
Date: May 1, 1997
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