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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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LCA GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 51-0305205
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
C/O U.S. INDUSTRIES, INC. 08830-0169
101 WOOD AVENUE SOUTH (ZIP CODE)
ISELIN, N.J.
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (732) 767-0700
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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<CAPTION>
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
Common Stock, par value $0.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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LCA GROUP INC.
INFORMATION REQUIRED IN INFORMATION STATEMENT
ITEM 1. BUSINESS
The registrant, LCA Group Inc. ('LCA'), a Delaware corporation, is presently
a wholly-owned subsidiary of U.S. Industries, Inc. ('USI').
The information required by this item is contained in the sections entitled
'Summary,' 'The Spin-off,' 'Financial Statements' and 'Business' of the
Information Statement.*
ITEM 2. FINANCIAL INFORMATION
The information required by this item is contained in the sections entitled
'Summary,' 'Capitalization,' 'Selected Combined Financial Data,' 'Unaudited Pro
Forma Combined Condensed Financial Data' and 'Management's Discussion and
Analysis of Financial Condition and Results of Operations' of the Information
Statement.*
ITEM 3. PROPERTIES
The information required by this item is contained in the section entitled
'Business' of the Information Statement.*
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in the sections entitled
'Executive Compensation' and 'Projected Ownership of Our Stock Immediately after
the Spin-off' of the Information Statement.*
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item is contained in the sections entitled
'Management -- Directors' and 'Management -- Executive Officers' of the
Information Statement.*
ITEM 6. EXECUTIVE COMPENSATION
The information required by this item is contained in the section entitled
'Executive Compensation' of the Information Statement.*
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the section entitled
'The Spin-off -- Agreements between LCA and USI and Relationship after the
Spin-off' of the Information Statement.*
ITEM 8. LEGAL PROCEEDINGS
The information required by this item is contained in the section entitled
'Business -- Legal Proceedings' of the Information Statement.*
ITEM 9.MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information required by this item is contained in the sections entitled
'The Spin-off -- Manner of Effecting the Spin-off,' 'The Spin-off -- Results of
the Spin-off,' 'Projected Ownership of Our Stock Immediately After the Spin-off'
and 'Description of Capital Stock' of the Information Statement.*
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* Incorporated by reference.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is contained in the sections entitled
'Description of Capital Stock,' 'Rights Plan' and 'Purposes and Effects of
Certain Provisions of Certificate of Incorporation, By-Laws and Delaware
Statutory Law' of the Information Statement.*
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required by this item is contained in the sections entitled
'Purposes and Effects of Certain Provisions of the Certificate of Incorporation,
By-Laws and Delaware Statutory Law' and 'Limitation on Liability and
Indemnification of Officers and Directors' of the Information Statement.*
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is identified in 'Index to Combined
Financial Statements' of the Information Statement.*
ITEM 14.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
1. See Index to Combined Financial Statements on page F-1 of the Information
Statement.*
2. Financial Statement Schedules:
II. Valuation and Qualifying Accounts
All Schedules, other than that indicated above, are inapplicable, and are
therefore omitted.
(b) Exhibits
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<S> <C> <C>
2.1 -- Information Statement (attached to this Registration
Statement as Annex A)**
3.1 -- Form of Amended and Restated Certificate of Incorporation of
LCA (attached to Exhibit 2.1 as Annex A)**
3.2 -- Form of Amended and Restated By-Laws of LCA**
4.1 -- Form of Rights Agreement between LCA and Mellon Investor
Services LLC as Rights Agent**
4.2 -- Specimen form of certificate evidencing LCA common stock**
10.1 -- Form of Distribution and Indemnification Agreement between
USI and LCA**
10.2 -- Form of Tax Sharing and Indemnification Agreement between
USI and LCA**
10.3 -- Form of Transition Services Agreement between USI and LCA***
10.4(a) -- Employment Agreement between LCA and James O'Leary**
10.4(b) -- Employment Agreement between LCA and Steven C. Barre**
10.4(c) -- Employment Agreement between LCA and Joseph P. McPartland**
10.4(d) -- Employment Agreement between LCA and Diana E. Burton**
10.4(e) -- Employment Agreement between LCA and Nicola Rossi**
10.5 -- LCA Group Inc. Stock Incentive Plan (attached to Exhibit 2.1
as Annex B)**
10.6 -- LCA Group Inc. 2001 Annual Performance Incentive Plan**
10.7 -- Intercompany Promissory Notes together with index***
21.1 -- Index to Subsidiaries of LCA (attached to Exhibit 10.1 as
Schedule 1.1)**
27.1 -- Index to Financial Data Schedule**
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* Incorporated by reference.
** Filed herewith
*** To be filed by amendment
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
LCA GROUP INC.
By: /s/ STEVEN C. BARRE
.....................................
Name: Steven C. Barre
Title: Senior Vice President, General
Counsel and
Secretary
December 18, 2000
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