<PAGE> 1
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 1 is being filed by the Registrant in order to include
all of the required information for Part III Items 10, 11, 12 and 13 in its
Form 10-K for the fiscal year ended December 31, 1995.
Page 1 of 7 Pages
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information, as of March 20, 1996,
concerning the directors and executive officers of the Company. Unless
otherwise indicated, each such person has held his principal occupation for
more than 5 years.
<TABLE>
<CAPTION>
DIRECTOR
OFFICE HELD WITH THE COMPANY AND ITS OF THE
PRINCIPAL SUBSIDIARIES, PRINCIPAL OCCUPATION COMPANY
NAME AGE AND CERTAIN DIRECTORSHIPS HELD SINCE
- ---------------- --- ---------------------------------------------------------------------- --------
<S> <C> <C> <C>
Jerry D. Jordan 61 Director of CGAS. Chairman of the Board and Chief Executive 1986
Officer of CGAS, Clinton Oil and CGM effective June, 1988;
Director of CGM since April, 1995; prior thereto, attorney and partner
with Vorys, Sater, Seymour and Pease, Columbus, Ohio. Currently
President of the Ohio Oil and Gas Association, and a member of the
Board of Directors of the Gas Industry Standards Board.
F. Daniel Ryan 46 President and Director of CGAS since June, 1987. Vice Chairman and 1987
Director of Clinton Oil since January, 1989; Chairman and Director
of CGM since April 1995 and Vice Chairman from January 1989 to
April 1995.
Donald A. Nay 63 Director of CGAS. Vice President, Treasurer and Chief Financial 1988
Officer of CGAS since June, 1987; Director of COC since 1982 and
Executive Vice President since 1984; Director and Executive Vice
President of CGM since 1984.
R. L. Richards 47 Director and Secretary of CGAS. Since December, 1994, Managing 1986
Director of RDT, Ltd.; prior thereto, President and Director of RDT
Corp., both of Dublin, Ohio. Also Director of Acceptance Insurance Co.
Hal W. Field 66 Director of CGAS. Since June, 1994, Consultant, Amcena 1987
Corporation, New York, New York, a holding company owning
Specialty Department Stores, Inc. and other companies. From 1984
to May, 1994, Group Executive for Amcena Corporation.
Michael S. Guy 58 Director of CGAS. President of Michael S. Guy and Associates, Inc., 1981
Hilliard, Ohio, a firm involved in insurance and financial planning.
Director of County Savings Bank.
Duke W. Thomas 59 Director of CGAS. Attorney and partner with Vorys, Sater, Seymour 1986
and Pease, Columbus, Ohio; Director of Symix Systems, Inc. and
Ohio Bar Liability Insurance Company.
R. David Thomas 63 Director of CGAS. Chairman of the Board of CGAS from May, 1986 1986
to June, 1987; Senior Chairman of the Board, Director and Founder
of Wendy's International, Inc., Dublin, Ohio, a restaurant operator
and franchisor.
</TABLE>
There are no family relationships among the executive officers and/or directors
of the Company.
Page 2 of 7 Pages
<PAGE> 3
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of the Company's common shares to file reports of
ownership and changes in ownership on Forms with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all such Forms. Based on the Company's review of the copies of such Forms,
the Company believes that all of its officers, directors and greater than ten
percent shareholders complied with all filing requirements applicable to them
with respect to transactions during 1995. The Company believes all officers,
directors and greater than ten percent shareholders are current regarding their
Section 16(a) filings.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE MANAGEMENT
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation paid to the Company's
executive officers during fiscal years 1995, 1994, and 1993:
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION(1)
--------------------------------- --------------------
ALL OTHER
NAME AND COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS(2) AWARDS PAYOUTS SATION(4)
- ------------------ ---- -------- -------- ------ ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jerry D. Jordan 1995 $200,000 $100,000 -- -- $6,300
Chairman, Chief 1994 $200,000 (3) -- -- $6,088
Executive Officer 1993 $200,000 $17,500 -- -- $7,050
F. Daniel Ryan 1995 $150,000 $50,000 -- -- $5,120
President, Chief 1994 $150,000 (3) -- -- $5,286
Operating Officer 1993 $150,000 $8,750 -- -- $5,192
Donald A. Nay 1995 $140,000 $50,000 -- -- $5,560
Vice President, Chief 1994 $140,000 (3) -- -- $5,451
Financial Officer 1993 $140,000 $8,750 -- -- $5,364
</TABLE>
(1) The Company has no long-term compensation plans.
(2) Bonus payments earned for 1993 were paid to the recipients in 1994.
(3) No bonuses were paid for 1994.
(4) "All Other Compensation" for 1995 includes the following:
(i) contributions of $4,500 each to the Company's 401(k) Plan on behalf of
Messrs. Jordan, Ryan and Nay; (ii) the compensation element of premiums
for Split Dollar policies for the partial benefit of the heirs of Messrs.
Jordan, Ryan and Nay of $1,800, $620 and $1,060, respectively.
BOARD COMPENSATION
Each director of the Company, other than directors who are salaried
employees of the Company, are paid $300 for each Board of Directors meeting
attended and $100 for each Committee meeting attended.
EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a Compensation Commmittee. Historically, the
compensation of the Company's executive officers has been approved by the
Company's non-employee directors, who constitute a majority of the directors of
the Company, based upon recommendations of the Company's Executive Committee.
Page 3 of 7 Pages
<PAGE> 4
The Executive Committee consists of five Directors, including Mr. Jordan
and Mr. Ryan, who are executive officers of the Company. As such, Messrs.
Jordan and Ryan participated in deliberations of the Committee concerning
recommendations to the Board on executive compensation, although neither voted
on any policy or action which affected his own salary or bonus.
Duke W. Thomas, who serves on the Executive Committee, is a partner in the
law firm of Vorys, Sater, Seymour and Pease, which serves as legal counsel to
the Company.
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:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS* BENEFICIAL OWNERSHIP (1) COMMON SHS. (2)
- --------------------------------- ------------------------ ---------------
<S> <C> <C>
Jerry D. Jordan (3) (4) 709,314 (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) 592,530 (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 2,952,437 (5)(6)(7)(8)(9)(10)(11) 52%
group (8 persons)
</TABLE>
* Address shown for beneficial owners of more than 5% only.
** Represents less than 1% of class.
Page 4 of 7 Pages
<PAGE> 5
(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.
(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 the date hereof,
no sale agreement has been entered into.
Page 5 of 7 Pages
<PAGE> 6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS INVOLVING MANAGEMENT
From time to time, officers and directors of the Company have purchased
interests in natural gas and oil drilling programs sponsored by the Company.
Such interests have been purchased by officers and directors of the Company on
terms which are not more favorable than the terms offered to other persons who
are not affiliated with the Company.
During the early 1980's, predecessors of the Company made loans to general
partnerships composed of employees of such predecessors to provide funds for
investment in certain drilling programs sponsored by affiliated companies.
Donald A. Nay is the only executive officer or director of the Company who was
a partner in any of these partnerships as of December 31, 1995. In 1987, these
loans were transferred to the Company as a part of the merger of the Clinton
American Companies into the Company. The proceeds attributable to each
partnership's interest in drilling programs has been applied to pay interest
and principal on each partnership's loan until the loan is paid in full. No
interest income was recorded in 1994 or 1995 based on the Company's assessment
of collectibility. The largest aggregate amount of indebtedness outstanding in
1995 with respect to loans to the partnerships in which Donald A. Nay was a
general partner was $218,000. As of December 31, 1995, the outstanding
aggregate principal balance of such loans was $218,000. As of January 1, 1996
the Company purchased all of the partnership interests of the partners in these
partnerships in exchange for extinguishment of the debt of these partnerships
to the Company.
Page 6 of 7 Pages
<PAGE> 7
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 25th day of April, 1996.
CLINTON GAS SYSTEMS, INC.
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------------------- --------------
<S> <C> <C>
/s/ Jerry D. Jordan
- --------------------------------------------- Director and Chairman of the Board (Principal April 25, 1996
Jerry D. Jordan Executive Officer)
* Director and President (Principal Operating April 25, 1996
- --------------------------------------------- Officer)
F. Daniel Ryan
/s/ Donald A. Nay Director and Vice President, Treasurer April 25, 1996
- --------------------------------------------- (Principal Financial and Accounting Officer)
Donald A. Nay
* Director and Secretary April 25, 1996
- ---------------------------------------------
R. L. Richards
* Director April 25, 1996
- ---------------------------------------------
Hal W. Field
* Director April 25, 1996
- ---------------------------------------------
Michael S. Guy
* Director April 25, 1996
- ---------------------------------------------
Duke W. Thomas
* Director April 25, 1996
- ---------------------------------------------
R. David Thomas
/s/ Jerry D. Jordan
- ---------------------------------------------
Jerry D. Jordan, Attorney-in-Fact
*Power of Attorney
</TABLE>
Page 7 of 7 Pages
