UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] 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, 1995
Commission file number 0-10833
CLINTON GAS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0813959
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4770 Indianola Avenue, P. O. Box 14981, Columbus, OH 43214-0981
(Address of principal executive offices including zip code)
(614) 888-9588
(Registrant's telephone number)
Securities registered pursuant to Section 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 shares, no par value
Indicate by check mark whether the registrant (1) has filed all reports
required 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.
[X] Yes [ ] 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 Common Stock, no par value per share, held by
non-affiliates based upon the closing sale price, as reported on The Nasdaq
Stock Market, on March 20, 1996, was $17,146,876.
Number of Common Shares, no par value, outstanding at March 20, 1996: 5,642,143.
This amendment Number 2 is being filed by the Registrant in order to correct
information for Part III Item 12 in its Form 10-K for the fiscal year ended
December 31, 1995.
Page 1 of 4 Pages
<PAGE>
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of March 20, 1996, certain information
with respect to the Company's common shares owned beneficially by the only
persons known to the Company to be the beneficial owners of more than five
percent (5%) of the outstanding common shares of the Company, by each
director, by each Executive Officer named in the Summary Compensation Table,
and by all directors and executive officers as a group:
Amount and Nature of Percent of
Name and Address* Beneficial Ownership (1) Common Shs. (2)
- ------------------ ------------------------ ---------------
Jerry D. Jordan (3) (4) 709,313 (5) 12.6%
4770 Indianola Ave.
Columbus, OH 43214
Duke W. Thomas (3) 616,895 10.9%
52 East Gay Street
Columbus, OH 43215
Thomas B. Ridgley 616,895 10.9%
52 East Gay Street
Columbus, OH 43215
Hal W. Field (3) 592,860 (6) 10.5%
6251 Crooked Creek Road
Norcross, GA 30092
F. Daniel Ryan (3) (4) 579,696 (7)(8) 10.3%
4770 Indianola Ave.
Columbus, OH 43214
R. David Thomas (3) 234,273 (9) 4.1%
Donald A. Nay (3) (4) 130,015 (8)(10) 2.3%
Michael S. Guy (3) 70,589 (11) 1.3%
R. L. Richards (3) 19,125 **
All directors and executive
officers as a group 2,952,766 52%
(8 persons) (5)(6)(7)(8)(9)
(10)(11)
* Address shown for beneficial owners of more than 5% only.
** Represents less than 1% of class.
(1) Represents sole voting and investment power except as otherwise noted.
The information with respect to beneficial ownership is based upon
information furnished by each director or officer, or information
contained in filings made with the Securities and Exchange Commission.
(2) Based upon 5,642,143 of the Company's common shares outstanding as of
March 20, 1996.
(3) Director of the Company.
Page 2 of 4 Pages
<PAGE>
(4) Executive Officer of the Company.
(5) Does not include 2,756 common shares held of record by Mr. Jordan's wife
as to which Mr. Jordan disclaims any beneficial ownership.
(6) All of Mr. Field's common shares are held of record by Mr. Field's wife
or by Mr. Field as Trustee for certain Educational Trusts for the
grandchildren of Mr. and Mrs. Field. Mr. Field has retained sole voting
and investment power.
(7) Mr. Ryan has sole voting and investment power with respect to 578,996 of
these common shares. Includes 700 shares which Mr. Ryan holds as
custodian for his two minor children.
(8) Includes shares held in the 401(k) accounts of Mr. Ryan (4,464 shares)
and Mr. Nay (3,166 shares).
(9) Does not include 47,249 common shares held of record by the wife of Mr.
R. David Thomas as to which Mr. Thomas disclaims any beneficial interest.
Does not include 40,000 common shares held of record by the wife of Mr.
Thomas for the benefit of six grandchildren of Mr. Thomas and his wife
for which his wife serves as custodian and as to which Mr. Thomas
disclaims any beneficial interest. Also does not include 1,867 common
shares which may be acquired upon conversion of $14,000 in face amount of
9% Convertible Subordinated Debentures of the Company (the "Debentures")
held of record by the wife of Mr. Thomas, or 6,133 in the aggregate of
common shares which may be acquired upon conversion of $46,000 in the
aggregate of Debentures held of record by trust for the benefit of four
grandchildren of Mr. Thomas and his wife for which his wife serves as
custodian and as to which Mr. Thomas disclaims any beneficial interest.
The Debentures are immediately convertible into common shares of the
Company at an initial conversion price of $7.50 per share, subject to
adjustment under certain circumstances.
(10) Includes 1,391 shares held in Mr. Nay's IRA account. Does not include
1,043 shares held in the IRA account of Mr. Nay's wife as to which Mr.
Nay disclaims any beneficial ownership.
(11) Includes 7,033 common shares held of record by Michael S. Guy Keogh #1
and 27,150 common shares held of record by Michael S. Guy IRA Rollover.
On February 14, 1996 the Company announced that it was engaged in
discussions regarding the possible sale of the Company and that the other
party had been granted an exclusive period to conduct a review. The Company
has extended the exclusive review period until May 3, 1996. As of April 25,
1996, no sale agreement had been entered into.
Page 3 of 4 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Columbus, State of Ohio, on this 24th day of July, 1996.
By: /s/ Jerry D. Jordan
--------------------------------
Jerry D. Jordan, Director and
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
- -------------------------- ------------- ----------
/s/ Jerry D. Jordan Director and Chairman of the July 24, 1996
__________________________ Board (Principal Executive
Jerry D. Jordan Officer)
Director and President July 24, 1996
* (Principal Operating Officer)
__________________________
F. Daniel Ryan
Director and Vice President, July 24, 1996
/s/ Donald A. Nay Treasurer (Principal Financial
________________________ and Accounting Officer)
Donald A. Nay
* Director and Secretary July 24, 1996
___________________________
R. L. Richards
* Director July 24, 1996
___________________________
Hal W. Field
* Director July 24, 1996
___________________________
Michael S. Guy
* Director July 24, 1996
___________________________
Duke W. Thomas
* Director July 24, 1996
___________________________
R. David Thomas
/s/ Jerry D. Jordan
_____________________________________
Jerry D. Jordan, Attorney-in-Fact
*Power of Attorney
Page 4 of 4 Pages
