<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-KSB/A
(Mark One)
[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended October 29, 1995
OR
[_]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from....................... to........................
Commission file number 0-14365
----------------
ALPHA TECHNOLOGIES GROUP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 76-0079338
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
750 LEXINGTON AVENUE
27TH FLOOR
NEW YORK, NEW YORK 10022-1208
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 446-5258
----------------
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
None
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
Common Stock, $.03 par value
(TITLE OF EACH CLASS)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will 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-
KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year.
$64,116,000 for the fiscal year ended October 29, 1995
State the aggregate market value of the voting stock held by non-affiliates
of the issuer.
$37,118,112 at January 19, 1996
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, 6,142,441 shares outstanding at January 19, 1996
----------------
DOCUMENTS INCORPORATED BY REFERENCE
The Company's definitive proxy statement to be filed on or about February 26,
1996 is incorporated by reference into Part III of this report.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-KSB for
the fiscal year ended October 29, 1995 as set forth in the pages attached
hereto:
Item 14(a) (3) Exhibits.
Exhibit 28.1 Annual Report on Form 11-K for the fiscal
year ended October 31, 1995 for the ATGI
401(K) PLAN.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.
ALPHA TECHNOLOGIES GROUP, INC.
By: /s/ Lawrence Butler
-------------------------------------
Lawrence Butler
President and Chief Executive Officer
Date: April 26, 1996
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
28.1 Annual Report on Form 11-K for the year ended
October 31, 1995 for the ATGI 401K PLAN
<PAGE>
Exhibit 28.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended October 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________________to____________________
Commission file number 0-14365
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
ATGI 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
ALPHA TECHNOLOGIES GROUP, INC.
750 Lexington Avenue
27th Floor
New York, New York 10022-1208
<PAGE>
REQUIRED INFORMATION
Item 1. The audited statements of financial condition (Statements of Net Assets
Available for Benefits) as of October 31, 1995 and 1994 are set forth
on page F-3.
Item 2. The audited statements of income and changes in plan equity (Statements
of Changes in Net Assets Available for Benefits) for the years ended
October 31, 1995 and 1994 are set forth on page F-4.
Item 3. The statements required by Items 1 and 2 were prepared in accordance
with the applicable provisions of Article 6A of Regulation S-X (17 CFR
210.6A-01-.6A-05).
Item 4. Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATGI 401(K) PLAN
By: /s/ Steve E. Chupik
----------------------
Steve E. Chupik
Trustee of the Plan
Date: April 26, 1996
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Trustees of
ATGI 401(K) PLAN
We have audited the accompanying statement of net assets available for
benefits of ATGI 401(k) Plan as of October 31, 1995 and 1994, and the related
statement of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of October 31, 1995 and 1994, and the changes in its net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
/s/ Melton & Melton, L.L.P.
Houston, Texas
January 12, 1996
<PAGE>
ATGI 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1995 AND 1994
ASSETS
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Investments:
Alpha Technologies Group, Inc.,
Common Stock (at market), 93,461 and
130,959 shares in 1995 and 1994,
respectively (Notes 2 and 3) $ 946,293 $ 654,795
Connecticut General Life Insurance
Company (a CIGNA company) accounts
at contract value: (Notes 2, 3 and 8)
Guaranteed Short-Term Account 83,261 78,925
Guaranteed Long-Term Account 854,939 947,934
Connecticut General Life Insurance
Company (a CIGNA company) accounts
at market value: (Notes 2 and 3)
Stock Market Index Account 203,908 382,202
Growth Opportunities Account 617,361 472,366
Participants' loans 48,410 81,152
---------- ----------
Total investments 2,754,172 2,617,374
---------- ----------
Receivables:
Employer contributions 29,486 11,216
Participants' contributions 100,196 36,042
Accrued interest and dividends 24,573
---------- ----------
Total receivables 154,255 47,258
---------- ----------
Cash 52,724 11,635
---------- ----------
Total assets 2,961,151 2,676,267
---------- ----------
LIABILITIES
Due to participants (Note 7) 6,021
Administrative fees payable 19,008 2,825
---------- ----------
Total liabilities 25,029 2,825
---------- ----------
Net assets available for
benefits $2,936,122 $2,673,442
========== ==========
</TABLE>
(See Notes to Financial Statements)
<PAGE>
ATGI 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED OCTOBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Participants' contributions $ 652,966 $ 741,136
Employer contributions 232,891 165,967
---------- ----------
885,857 907,103
Interest and dividend income 48,956 59,683
---------- ----------
Total additions 934,813 966,786
---------- ----------
DEDUCTIONS FROM NET ASSETS:
Benefit payments 1,194,303 602,991
Nondiscriminatory refunds (Note 7) 6,021
Administrative expenses 13,110 6,898
---------- ----------
Total deductions 1,213,434 609,889
---------- ----------
Net realized and unrealized appreciation
in fair value of investments (Note 3) 541,301 286,000
---------- ----------
Increase in net assets 262,680 642,897
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,673,442 2,030,545
---------- ----------
End of year $2,936,122 $2,673,442
========== ==========
</TABLE>
(See Notes to Financial Statements)
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
NOTE 1 - DESCRIPTION OF THE PLAN
GENERAL
The ATGI 401(k) Plan (the "Plan") for employees of Alpha Technologies
Group, Inc. and its subsidiaries, is a defined contribution profit sharing plan,
established November 1, 1977. Effective April 19, 1995, the Plan name was
changed from Synercom Technology, Inc. 401(k) Savings/Stock Purchase Plan to
ATGI 401(k) Plan.
ELIGIBILITY
All employees are eligible to participate in the Plan without regard to
minimum age or service requirements. The employee must be employed on the
following entry dates in order to participate: February 1, May 1, August 1, or
November 1.
DISTRIBUTIONS
A participant or his beneficiary shall be immediately vested upon death,
retirement or termination of employment due to total and permanent disability.
Normal retirement age under the Plan is age 59. Upon an employee's termination
or retirement, the funds in his account are distributed in the form of an
annuity, cash or stock.
The statement of net assets available for benefits as of October 31,
1995 and 1994, includes amounts pending distribution to participants of $81,065
and $862,114, respectively. (See Note 9.)
If a participant terminates employment prior to normal retirement age
for any reason other than death or disability, his interest in Company
contributions to the Plan for his benefit vests as follows:
<TABLE>
<CAPTION>
Percent Of
Nonforfeitable
Years Of Service Interest
---------------- ---------------
<S> <C>
Less than one year 0%
One year 20
Two years 40
Three years 60
Four years 80
Five years 100
</TABLE>
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
FORFEITURES
When a participant's employment is terminated, any nonvested portion of
a participant's account will be used to offset administrative fees, thus
reducing future employer contributions. Forfeitures included in net assets
available for benefits at October 31, 1995 and 1994, are $65,181 and $62,800,
respectively.
CONTRIBUTIONS
The Plan agreement provides that the Company make a matching
contribution equal to 50 percent of the participant's contribution, not to
exceed 6 percent of the participant's compensation effective through August 31,
1994. Hence, the maximum Company contribution cannot exceed 3 percent of the
participant's total compensation. Effective September 1, 1994, the matching
contribution will be a discretionary amount to be determined in advance each
month by the employer. For September 1994 through October 1995, the matching
contribution was equal to 50 percent of the participant's contribution not to
exceed 6 percent of the participant's compensation. The Company may also make a
discretionary contribution as determined by the Board of Directors. No
discretionary contribution was made for the fiscal years ended October 31, 1995
and 1994. Each participant's contribution is based upon a percentage of annual
compensation which is determined by the individual and is limited to the lesser
of 15 percent of the participant's compensation for the year, or $9,240,
adjusted for cost-of-living pursuant to Section 402(g)(5) of the Internal
Revenue Service Code. Each participant may also contribute up to 10 percent of
total compensation on an after tax basis. The combined pretax and after tax
contributions cannot exceed the Plan's limitations. Participants are at all
times fully vested in their contributions and the appreciation or depreciation
thereon.
PARTICIPANT LOANS
Plan participants may borrow Plan assets up to a maximum of the lesser
of $50,000 or 50 percent of their vested account balance in the Plan. Loans are
repaid in level installments for periods ranging up to five years and are
secured by the participant's account to the extent of the principal amount of
the loan plus accrued interest.
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company has the
right to discontinue its contributions at any time and to terminate the Plan.
Upon termination, employees would receive benefits based on their account
balance accumulated to the date of termination of the Plan.
INVESTMENT OF FUNDS
There are five funds in which participants can invest contributions and
where other amounts are credited to their accounts:
Guaranteed Long-Term Account - A CIGNA fixed-income investment account
that invests primarily in commercial mortgages and private and public bonds with
an average life of 5.8 to 7.3 years.
Guaranteed Short-Term Account - A CIGNA fixed-income investment account
that invests primarily in Treasury securities, U.S. Government securities,
certificates of deposit, time deposits, repurchase agreements and commercial
paper issued by major domestic and foreign corporations.
Stock Market Index Account - A CIGNA pooled stock market index account
that is constructed to reflect the composition of the Standard and Poor's 500
index.
ATGI Stock Fund - Maintains a brokerage account with Prudential
Securities Incorporated and invests solely in the common stock of Alpha
Technologies Group, Inc.
Growth Opportunities Account - Effective November 1, 1993, the Plan
added a CIGNA Separate Account - Growth Opportunities that invests in the
Fidelity Advisor Growth Opportunities Fund. The fund seeks to provide capital
growth by investing primarily in common stocks and securities convertible into
common stock.
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounting records of ATGI 401(k) Plan are maintained on the cash
basis; however, the financial statements have been prepared on the accrual basis
of accounting.
ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are paid by the Plan. Forfeitures
of any nonvested portion of a participant's account will be used to offset
administrative fees.
INVESTMENTS
Pursuant to the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA, the Plan reports investments in the financial
statements at current market value in accordance with generally accepted
accounting principles. As of October 31, 1995, the ATGI Stock Fund is stated at
aggregate current value based on quoted market prices for the last trading day
of the Plan year. All other funds as of October 31, 1995 are stated at
aggregate current value as determined by CIGNA.
INCOME TAXES
The Plan received a favorable determination letter dated February 27,
1995 from the Internal Revenue Service. Therefore, contributions to the Plan
and earnings from its assets are not currently taxable to the Plan or its
participants.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 3 - INVESTMENTS
During 1995 and 1994, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $541,301 and $286,000,
respectively, as follows:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Alpha Technologies Group, Inc. Common Stock $404,221 $258,953
CIGNA Stock Market Index Account 37,984 13,826
Growth Opportunities Account 99,096 13,221
-------- --------
$541,301 $286,000
======== ========
</TABLE>
Investments that represent 5 percent or more of the Plan's net assets at
October 31, 1995 and 1994, are separately identified below:
<TABLE>
<CAPTION>
Market Value
Identity Of ----------------------
Party Involved Description 1995 1994
---------------- -------------------- ------------ --------
<S> <C> <C> <C>
ATGI Stock Fund Equity securities $946,293 $654,795
CIGNA Growth
Opportunities
Account Capital appreciation
investment account 617,361 472,366
CIGNA Guaranteed Long-
Term Account Fixed-income
investment account 854,939 947,934
CIGNA Stock Market
Index Account Pooled stock market
index account 203,908 382,202
</TABLE>
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 4 - NET ASSETS AVAILABLE FOR BENEFITS
The net assets available for benefits as of October 31, 1995 and 1994,
consist of the following:
<TABLE>
<CAPTION>
OCTOBER 31, 1995
------------------------------------------------------------------
STOCK GROWTH
ATGI GUARANTEED GUARANTEED MARKET OPPOR- TOTAL
STOCK SHORT-TERM LONG-TERM INDEX TUNITIES FOR
FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNT PLAN
---------- ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------------
INVESTMENTS:
INVESTMENTS, AT MARKET $ 946,293 $203,908 $617,361 $1,767,562
INVESTMENTS, AT
CONTRACT VALUE $83,261 $ 854,939 938,200
PARTICIPANTS' LOANS 12,561 16,911 18,938 48,410
---------- ------- ---------- -------- -------- ----------
TOTAL INVESTMENTS 958,854 83,261 871,850 203,908 636,299 2,754,172
---------- ------- ---------- -------- -------- ----------
RECEIVABLES:
EMPLOYER CONTRIBUTIONS 10,200 2,376 6,448 3,296 7,166 29,486
PARTICIPANTS'
CONTRIBUTIONS 28,159 7,257 26,318 12,893 25,569 100,196
ACCRUED INTEREST AND
DIVIDENDS 290 7,021 6,038 11,224 24,573
---------- ------- ---------- -------- -------- ----------
TOTAL RECEIVABLES 38,359 9,923 39,787 22,227 43,959 154,255
---------- ------- ---------- -------- -------- ----------
CASH 52,724 52,724
---------- ------- ---------- -------- -------- ----------
TOTAL ASSETS 1,049,937 93,184 911,637 226,135 680,258 2,961,151
---------- ------- ---------- -------- -------- ----------
LIABILITIES
- ------------------
DUE TO PARTICIPANTS 1,678 317 215 3,811 6,021
ADMINISTRATIVE FEES
PAYABLE 19,008 19,008
---------- ---------- -------- -------- ----------
TOTAL LIABILITIES 1,678 19,325 215 3,811 25,029
---------- ------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $1,048,259 $93,184 $ 892,312 $225,920 $676,447 $2,936,122
========== ======= ========== ======== ======== ==========
OCTOBER 31, 1994
-------------------------------------------------------------------
STOCK GROWTH
ATGI GUARANTEED GUARANTEED MARKET OPPOR- TOTAL
STOCK SHORT-TERM LONG-TERM INDEX TUNITIES FOR
FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNT PLAN
---------- ---------- ---------- -------- -------- ----------
ASSETS
- ---------------
INVESTMENTS:
INVESTMENTS, AT MARKET $ 654,795 $382,202 $472,366 $1,509,363
INVESTMENTS, AT
CONTRACT VALUE $78,925 $ 947,934 1,026,859
PARTICIPANTS' LOANS 1,818 58,033 254 21,047 81,152
---------- ------- ---------- -------- -------- ----------
TOTAL INVESTMENTS 656,613 78,925 1,005,967 382,456 493,413 2,617,374
---------- ------- ---------- -------- -------- ----------
RECEIVABLES:
EMPLOYER CONTRIBUTIONS 2,211 485 2,558 384 5,578 11,216
PARTICIPANTS'
CONTRIBUTIONS 6,986 1,436 6,626 2,981 18,013 36,042
---------- ------- ---------- -------- -------- ----------
TOTAL RECEIVABLES 9,197 1,921 9,184 3,365 23,591 47,258
---------- ------- ---------- -------- -------- ----------
CASH 11,635 11,635
---------- ------- ---------- -------- -------- ----------
TOTAL ASSETS 677,445 80,846 1,015,151 385,821 517,004 2,676,267
---------- ------- ---------- -------- -------- ----------
LIABILITIES
- -------------------
ADMINISTRATIVE FEES
PAYABLE 2,825 2,825
---------- ----------
TOTAL LIABILITIES 2,825 2,825
---------- ------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 677,445 $80,846 $1,012,326 $385,821 $517,004 $2,673,442
========== ======= ========== ======== ======== ==========
</TABLE>
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 5 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Changes in net assets available for benefits for the years ended
October 31, 1995 and 1994, consist of the following:
<TABLE>
<CAPTION>
OCTOBER 31, 1995
-----------------------------------------------------------------------
STOCK GROWTH
ATGI GUARANTEED GUARANTEED MARKET OPPOR- TOTAL
STOCK SHORT-TERM LONG-TERM INDEX TUNITIES FOR
FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNT PLAN
---------- ----------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
CONTRIBUTIONS (BOTH
EMPLOYEE AND EMPLOYER) $ 264,375 $52,974 $ 225,790 $ 60,516 $282,202 $ 885,857
INTEREST AND DIVIDEND
INCOME 983 2,499 43,943 1,531 48,956
TRANSFERS AMONG FUNDS 50,023 (2,760) 16,647 (3,720) (60,190)
---------- ------- ---------- --------- -------- ----------
TOTAL ADDITIONS 315,381 52,713 286,380 56,796 223,543 934,813
---------- ------- ---------- --------- -------- ----------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
BENEFIT PAYMENTS 344,580 40,375 395,497 254,466 159,385 1,194,303
NONDISCRIMINATORY REFUNDS 1,678 317 215 3,811 6,021
ADMINISTRATIVE EXPENSES 2,530 10,580 13,110
---------- ------- ---------- --------- -------- ----------
TOTAL DEDUCTIONS 348,788 40,375 406,394 254,681 163,196 1,213,434
---------- ------- ---------- --------- -------- ----------
NET REALIZED AND UNREAL-
IZED APPRECIATION
IN FAIR VALUE OF
INVESTMENTS 404,221 37,984 99,096 541,301
---------- ------- ---------- --------- -------- ----------
INCREASE (DECREASE)
IN NET ASSETS 370,814 12,338 (120,014) (159,901) 159,443 262,680
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 677,445 80,846 1,012,326 385,821 517,004 2,673,442
---------- ------- ---------- --------- -------- ----------
END OF YEAR $1,048,259 $93,184 $ 892,312 $ 225,920 $676,447 $2,936,122
========== ======= ========== ========= ======== ==========
OCTOBER 31, 1994
-----------------------------------------------------------------------
STOCK GROWTH
ATGI GUARANTEED GUARANTEED MARKET OPPOR- TOTAL
STOCK SHORT-TERM LONG-TERM INDEX TUNITIES FOR
FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNT PLAN
---------- ---------- ---------- --------- -------- ----------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
CONTRIBUTIONS (BOTH
EMPLOYEE AND EMPLOYER) $ 147,744 $35,036 $ 225,122 $ 78,227 $420,974 $ 907,103
INTEREST AND DIVIDEND
INCOME 117 2,646 55,020 1,243 657 59,683
TRANSFERS AMONG FUNDS 8,791 (9,882) (67,399) (47,931) 116,421
---------- ------- ---------- --------- -------- ----------
TOTAL ADDITIONS 156,652 27,800 212,743 31,539 538,052 966,786
---------- ------- ---------- --------- -------- ----------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
BENEFIT PAYMENTS 121,903 17,936 252,427 176,456 34,269 602,991
ADMINISTRATIVE EXPENSES 6,887 11 6,898
---------- ------- ---------- --------- -------- ----------
TOTAL DEDUCTIONS 121,903 17,936 259,314 176,467 34,269 609,889
---------- ------- ---------- --------- -------- ----------
NET REALIZED AND UNREAL-
IZED APPRECIATION
IN FAIR VALUE OF
INVESTMENTS 258,953 13,826 13,221 286,000
---------- ------- ---------- --------- -------- ----------
INCREASE (DECREASE)
IN NET ASSETS 293,702 9,864 (46,571) (131,102) 517,004 642,897
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 383,743 70,982 1,058,897 516,923 2,030,545
---------- ------- ---------- --------- -------- ----------
END OF YEAR $ 677,445 $80,846 $1,012,326 $ 385,821 $517,004 $2,673,442
========== ======= ========== ========= ======== ==========
</TABLE>
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 6 - PARTIAL TERMINATION
During the year ended October 31, 1994, the Company had a significant
reduction in eligible participants due to the sale of a division. Pursuant to
Internal Revenue Code Section 411(d), if a company has a 20 percent or greater
reduction in eligible participants due to involuntary terminations, the affected
participants become 100 percent vested in their account balances. Accordingly,
the participants affected by the sale of the division became 100 percent vested
in their account balances.
NOTE 7 - EXCESS DEFERRALS DUE TO PARTICIPANTS
The Tax Reform Act of 1986 provides that plans such as ATGI 401(k) Plan
cannot discriminate in favor of highly compensated individuals. As a result,
for the Plan year ended October 31, 1995, certain highly compensated individuals
received refunds of contributions in excess of Internal Revenue Code 401(k)
limits and all earnings attributable to such contributions. Excess deferrals of
$6,021 for the year ended October 31, 1995 are reflected as "due to
participants" on the statement of net assets available for benefits.
NOTE 8 - CONTRACT WITH INSURANCE COMPANY
The Plan holds a deposit administration contract with CIGNA. The Guaranteed
Long-Term (GLT) Fund and the Guaranteed Short-Term (GST) Fund are unallocated
funds. The GLT account maintains a variable annualized rate which was 6.00
percent for the Plan year ended October 31, 1995. The GST maintains a variable
monthly rate which was 5.45 percent annualized at October 31, 1995.
<PAGE>
ATGI 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 31, 1995
NOTE 9 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 for the years ended October 31, 1995
and 1994:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Net assets available for benefits
per the financial statements $2,936,122 $2,673,442
Amounts allocated to withdrawing
participants (81,065) (862,114)
---------- ----------
Net assets available for benefits
per the Form 5500 $2,855,057 $1,811,328
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended October 31, 1995:
<TABLE>
<S> <C>
Benefits paid to participants
per the financial statements $1,194,303
Add: Amounts allocated to withdrawing
participants at October 31, 1995 81,065
Less: Amounts allocated to withdrawing
participants at October 31, 1994 (862,114)
----------
Benefits paid to participants
per the Form 5500 $ 413,254
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
October 31, but not yet paid as of that date.
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
1 Consent of Melton & Melton, L.L.P.
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report included in this Form 11-K, into the Company's Form
S-8 Registration Statements filed on January 29, 1987 (Reg. No. 33-11627);
September 28, 1987 (Reg. No. 33-17359); March 17, 1988 (Reg. No. 33-20706); June
30, 1989 (Reg. No. 33-29636); and June 23, 1992 (Reg. No. 33-48663).
Houston, Texas
January 12, 1996 Melton & Melton, L.L.P.
