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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended November 30, 1996, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
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Commission File Number 1-8383
MISSION WEST PROPERTIES
Incorporated in California
IRS Employer Identification Number: 95-2635431
Principal Executive Offices: 6815 Flanders Drive, Suite 250
San Diego, California 92121-3914
Telephone: (619) 450-3135
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PART I
All items required under Part I are hereby incorporated by reference to the
Company's originally filed Form 10-K for the year ended November 30, 1996. Such
items remain unchanged by this amendment.
PART II
All items required under Part II are hereby incorporated by reference to the
Company's originally filed Form 10-K for the year ended November 30, 1996. Such
items remain unchanged by this amendment.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information regarding the Company's
Directors and Executive Officers at November 30, 1996. There is no relationship
by blood, marriage, or adoption among the Directors and/or Executive Officers.
All officers hold office at the discretion of the Board of Directors.
NAME AGE POSITION
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Michael M. Earley 41 Director, Member of Compensation and
Nominating Committee
Harve Filuk 54 Vice President of Real Estate
Operations
Mark G. Foletta 36 Director, Member of Audit and
Compensation and Nominating Committee
J. Gregory Kasun 41 Director,
President, Chief Executive Officer
William E. Nelson 70 Director, Member of Audit and
Compensation and Nominating Committees
Richard R. Tartre 58 Director, Member of Compensation and
Nominating Committee
Katrina L. Thompson 38 Vice President of Finance, Chief
Financial Officer, Corporate Secretary
Byron B. Webb, Jr. 70 Director, Member of Audit and
Compensation and Nominating Committees
Mr. Earley has served as a Director since July 1993. Mr. Earley is Chief
Executive Officer (since February 1996), President (since 1994), and was
previously Senior Vice President and Chief Financial Officer (1991 to June 1994)
of Triton Group Ltd. He previously served as Senior Vice President and Chief
Financial Officer (1991 to 1993) of Intermark, Inc. He additionally serves as a
Director of Triton Group Ltd. and a Director of Ridgewood Properties, Inc.
Mr. Filuk first became Vice President of the Company in 1979.
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DIRECTORS AND EXECUTIVE OFFICERS (CONTINUED)
Mr. Foletta has served as a Director since July 1993. Mr. Foletta is Senior
Vice President, Chief Financial Officer, Corporate Secretary (since July
1994), and a Director (since January 1996), and was previously Vice
President, Controller, and Corporate Secretary (1993 to July 1994) of Triton
Group Ltd. He previously served as Vice President (1991 to 1993) and
Controller (1990 to 1993) of Intermark, Inc.
Mr. Kasun first became a Director of the Company in November 1993 and was
appointed President in November 1993 and Chief Executive Officer in July
1994. He previously served as Chief Financial Officer, Vice President, and
Corporate Secretary (1989 to November 1993).
Mr. Nelson has served as a Director since 1979. Mr. Nelson, a private investor
engaged in development and management of real estate and securities investments,
is Chairman of Scripps Bank and a member of the California Bar.
Mr. Tartre has served as a Director since January 1993. Mr. Tartre, a
consultant and private investor, is Senior Vice President of MetLife
Insurance Company (since January 1997). He previously was President and Chief
Executive Officer of Astra Management Corporation (May 1995 to April 1996)
and Managing Director of Eden Financial Group (1982 to August 1995). He
additionally serves as a Director of Triton Group Ltd. and a Director of
Burnham Pacific Properties.
Ms. Thompson is Vice President, Chief Financial Officer, and Corporate Secretary
(since November 1993) of the Company. She previously served as Controller (1991
to November 1993).
Mr. Webb has served as a Director since 1975. Mr. Webb is President of La Jolla
Savers and Mortgage Fund, Chairman and President of Home Investment & Loan, and
Chairman and President of Byron B. Webb, Inc. (Palmyra, Missouri, bank holding
company).
Effective March 7, 1997, Messrs. Filuk, Kasun, and Tartre resigned all
positions with the Company. Following these resignations, Mr. Earley was
appointed President and Chief Executive Officer and Mr. Foletta was appointed
Vice President and Assistant Corporate Secretary of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors, executive officers, and each beneficial owner of more than ten (10)
percent of the Common Stock of the Company are required by section 16(a) of the
Securities Exchange Act of 1934 to file reports periodically disclosing their
transactions in the Company's securities. Based on a review of such reports, no
reporting person failed to file required reports on a timely basis during fiscal
year 1996.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table summarizes the compensation paid or accrued during the year
ended November 30, 1996, to each person who served as Chief Executive Officer
and to each other executive officer whose aggregate remuneration in all
capacities from the Company exceeded $100,000 (the "named executive officers")
during the fiscal year.
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SUMMARY OF COMPENSATION (CONTINUED)
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
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Other Annual No. of Options All Other
Name and Principal Position Fiscal Year Salary Bonus Compensation(1) Granted Compensation
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<S> <C> <C> <C> <C> <C> <C>
J. Gregory Kasun 1996 $145,000 $ 0 $16,896 0 $ 0
President and Chief 1995 145,000 15,000 20,807 0 0
Executive Officer 1994 135,000 15,000 5,600 0 82,125(2)
Harve Filuk 1996 105,000 0 9,682 0 0
Vice President 1995 85,000 15,000 9,165 0 0
1994 85,000 25,000 67,980 0 0
Katrina L. Thompson 1996 85,000 35,000 6,133 0 0
Vice President and 1995 N/A N/A N/A N/A N/A
Chief Financial 1994 N/A N/A N/A N/A N/A
Officer
</TABLE>
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(1) Includes the Company's contributions to its 401(k) Plan and its
Stock Purchase Plan, and participation payments in accordance with the
Company's Management Incentive Plan (see "Management Incentive Plan"
below).
(2) Represents the difference between the option price and the market
price on the date of grant of 73,000 nonqualified stock options
granted and vested during fiscal year 1994.
EMPLOYMENT SEPARATION AGREEMENTS
The Company is a party to employment separation agreements with each of its
named executive officers. Each agreement provides that the officer be retained
as a consultant to the Company upon termination of employment other than for
cause, or upon resignation following a reduction in salary or benefits not
shared with all other employees of the Company, a reduction in corporate title,
or a relocation of the officer's place of work greater than 50 miles from the
Company's current headquarters. While a consultant, a former officer would
receive a consulting fee equal to the individual's annual base salary
immediately before termination, paid in a lump-sum or in monthly installments
for the consulting period, which ranges from 12 to 24 months. While a
consultant, the former officer would continue to be eligible to participate in
medical, dental, and life insurance programs generally available to the
Company's employees, for which the officer would contribute 50 percent of any
applicable premiums, and would be reimbursed for actual, pre-approved expenses
incurred while performing consulting services. Benefits under these agreements
became payable upon the resignations of Messrs. Filuk and Kasun effective March
7, 1997.
MANAGEMENT INCENTIVE PLAN
Certain former and current named executive officers and staff participate in ten
(10) percent of the profits generated from the 1986 sale of the Company's
properties in Del Mar, California; Mr. Filuk has a three (3) percent interest in
any such profits, a former executive has a six (6) percent interest, and all
other employees share a one (1) percent interest. The term "profits" as used
herein means the amount by which the deferred sales prices exceed $12,400,000,
the estimated value of these properties at the time the Management Incentive
Plan was adopted. The amounts to which participants are entitled are based on
cash proceeds less related expenses. In fiscal year 1996 the following amounts
were distributed to the named executive officers in conjunction with this
arrangement: Mr. Filuk, $4,349; and all named executive officers as a group
(three (3) persons), $4,349.
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GRANTS OF STOCK OPTIONS
No options were granted to, and no options were exercised by, the named
executive officers during the year ended November 30, 1996.
At the 1991 Annual Meeting of Shareholders, the shareholders approved the 1990
Incentive Stock Option Plan (the "1990 Plan"), under which 200,000 shares of
Common Stock are reserved for issuance. The 1990 Plan succeeded the Company's
1981 Incentive Stock Option Plan pursuant to which no further options are
available for grant although outstanding options may be exercised according to
their terms. Options to purchase Common Stock of the Company may from time to
time be granted to executive officers and key employees as an incentive to
encourage the maximum effort by the grantees and their continued association
with the Company by facilitating their acquisition of, or increase in, a
proprietary interest in the Company. Such options constitute "incentive stock
options" as defined in Section 422A of the Internal Revenue Code and the
Treasury Regulations promulgated thereunder and conform to the requirements
thereof.
EXERCISES OF STOCK OPTIONS
The following table sets forth information regarding the exercise of stock
options by the named executive officers during the year ended November 30,
1996, and the value of unexercised options at year end.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
November 30, 1996 November 30, 1996(1)
No. of Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
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<S> <C> <C> <C> <C>
J. Gregory Kasun 0 0 93,580/57,320 $572,887/$384,425
Harve Filuk 0 0 24,540/3,960 $74,002/$24,585
Katrina L. Thompson 0 0 3,960/2,640 $25,740/$17,160
</TABLE>
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(1) Represents the difference between the exercise price of the
options and the closing price of the Company's Common Stock on
November 30, 1996, of $9.75 per share. All such options were
exercised after November 30, 1996, but prior to a distribution to
shareholders of record on February 19, 1997.
COMPENSATION OF DIRECTORS
Each Director who is not a salaried officer of the Company receives $500 per
month and $750 for each meeting of the Board or any committee thereof he
attends; see also "Stock Purchase Plan" below. There were 18 meetings of the
Directors and one (1) meeting of the Independent Directors (Messrs. Nelson and
Webb) during the year ended November 30, 1996. Additionally, there were two (2)
meetings of Board Committees during the year.
No options were granted, nor were any options exercised by Directors, during
fiscal year 1996. At the 1991 Annual Meeting of Shareholders, the shareholders
approved the 1990 Director Stock Option Program (the "1990 Program"), under
which 150,000 shares of Common Stock are reserved for issuance. The 1990
Program succeeded the Company's 1980 Initial Director Stock Option Program
pursuant to which no further options are available for grant, although
outstanding options may be exercised according to their terms.
The 1990 Program allows for granting of options to purchase shares of Common
Stock of the Company to Directors of the Company who do not receive a salary
from the Company, exclusive of Directors' fees. The option price in all
instances shall not be less than the fair market value of the shares on the date
of grant and all determinations as to grants of options, the number of shares
subject to option, and other terms and conditions of the options are made by the
Board upon the recommendation of the Compensation and Nominating Committee.
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STOCK PURCHASE PLAN
The Company has made available to its employees and Directors a plan whereby
such individuals can, through voluntary payroll deductions or other
contributions of up to $3,000 per month, acquire shares of Common Stock of the
Company in the open market. The Company contributes a matching $0.50 for each
$1.00 contributed by individuals. During the year ended November 30, 1996,
matching contributions made by the Company to the Stock Purchase Plan on behalf
of each Director and the named executive officers were as follows: Messrs.
Earley, Foletta, and Filuk, $0; Mr. Kasun; $9,646, Mr. Nelson, $3,000;
Mr. Tartre, $10,125; Ms. Thompson, $1,800; Mr. Webb, $10,875; and all Directors
and named executive officers as a group (eight (8) persons) $35,446. All
contributions to the Plan were suspended as of January 1, 1997.
COMPENSATION AND NOMINATING COMMITTEE REPORT REGARDING EXECUTIVE OFFICERS'
SALARIES IN FISCAL YEAR 1996
The Compensation and Nominating Committee's objective with respect to executive
compensation is to provide the executive officers of the Company with
competitive compensation that enables the Company to attract and retain
employees who contribute to the success of the Company, thereby maximizing
shareholder value. Among the factors considered by the Compensation and
Nominating Committee in setting the salaries of the executive officers of the
Company for the year ended November 30, 1996, were the operating results of the
Company in the preceding fiscal year compared to the expectations of the
committee for such fiscal year and the committee's evaluation of the degree of
difficulty encountered by management in achieving such operating results posed
by national and local economic conditions generally and other unforeseen
circumstances; the committee's evaluation of each officer's skill and judgment
in carrying out his assigned duties; the salaries paid to persons in similar
positions in other companies in the same geographic area; and the Company's own
historical patterns of remuneration. The salaries set for fiscal year 1996 were
also affected by the committee's anticipation that certain of the executive
officers would spend significant time exploring strategic alternatives available
to the Company, as well as by negotiation between the committee and the
executive officers.
Under Section 162(m) of the Internal Revenue Code, adopted in August 1993, and
regulations recently adopted thereunder, publicly held companies may be
precluded from deducting certain compensation paid to an executive officer in
excess of $1 million per year. The Company does not anticipate that a change in
its current compensation policy will be necessary for the purpose of qualifying
under Section 162(m).
By the Committee:
Michael M. Earley Richard R. Tartre
Mark G. Foletta Byron B. Webb, Jr.
William E. Nelson
COMPARISON OF SHAREHOLDER RETURN ON INVESTMENT
The following graph compares the percentage change in the cumulative total
shareholder return on the Common Stock of the Company for fiscal years 1992
through 1996, as of each fiscal year end, with (i) the cumulative total return
(assuming reinvestment of dividends) of the Russell 2000 Index, a broad equity
market index, and (ii) the cumulative total return (assuming reinvestment of
dividends) of a peer group of real estate companies with portfolios of
income-producing industrial and office properties believed by the Company's
management to be comparable to those of the Company.
PEER
GROUP RUSSELL MWP YEAR
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100 100 100 1991
103 124 50 1992
145 147 46 1993
152 145 87 1994
179 187 69 1995
241 218 127 1996
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The outstanding securities of the Company at February 19, 1997, consisted of
1,533,121 shares of Common Stock. Shares of the Company are traded on the
American and Pacific Stock Exchanges. The following table sets forth the
beneficial ownership of the outstanding shares of the Company held at February
19, 1997, by the only persons known to management to be the beneficial owners of
more than five (5) percent of these shares, each of the Directors of the
Company, each of the named executive officers of the Company, and all Directors
and named executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially
Owned As of Percent of
Beneficial Owner February 19, 1997 Class
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<S> <C> <C>
Triton Group Ltd. 676,050 44.10%
Michael M. Earley, CEO
550 West "C" Street, Suite 1880
San Diego, CA 92101
Tennenbaum & Co., LLC 162,700 10.61
1999 Avenue of the Stars, Suite
1010
Los Angeles, CA 90067-6022
Michael M. Earley, Director 0 0.00
Harve Filuk, VP 34,491 2.25
Mark G. Foletta, Director 0 0.00
J. Gregory Kasun, Director and CEO 115,114 7.51
6815 Flanders Drive, Suite 250
San Diego, CA 92121
William E. Nelson, Director 76,311 4.98
7817 Ivanhoe Avenue
La Jolla, CA 92037
Richard R. Tartre, Director 18,871 1.23
Katrina L. Thompson, CFO 10,933 0.71
Byron B. Webb, Jr., Director 170,123 11.10
1026 Wall Street
La Jolla, CA 92037
All Directors and all named 1,101,893(1) 71.87(1)
executive officers as a group
(8 persons)
</TABLE>
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(1) Includes 676,050 shares held by Triton Group Ltd.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRITON GROUP LTD.
Triton Group Ltd. ("Triton"), of which Michael M. Earley is President, Chief
Executive Officer, and a Director, and Mark G. Foletta is Senior Vice President,
Chief Financial Officer, Corporate Secretary, and a Director, is a publicly
owned company, the shares of which are traded on the American Stock Exchange.
Triton is an operating/holding company that has entered into an agreement to
merge with Security Holdings, Inc.; such merger will be voted on by Triton
shareholders on April 14, 1997 and, if approved by the shareholders, is expected
to close shortly thereafter. Previously, Triton had been disposing of its
subsidiaries and other investments in accordance with an announced plan to
realize value. Mission West Properties is one of Triton's few remaining
investments. Messrs. Earley and Foletta became the President and Chief
Executive Officer and Vice President, respectively, of the Company effective
March 7, 1997.
As of February 19, 1997, the Directors and named executive officers of the
Company owned in the aggregate 773,033 shares of Triton, of which 811 shares may
be acquired within 60 days after February 19, 1997 upon the exercise of
warrants.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
MISSION WEST PROPERTIES
Registrant
By: /s/ Katrina L. Thompson
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Katrina L. Thompson
Chief Financial Officer & Secretary
(Principal Financial and Accounting Officer)
March 31, 1997
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