<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal ended October 27, 1996
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.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0079338
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9465 WILSHIRE BLVD., SUITE 717
BEVERLY HILLS, CA 90212
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 385-1494
---------------
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)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed 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. Yes [X] 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.[ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant.
$21,129,911 at January 17, 1997
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, 6,746,329 shares outstanding at January 17, 1997
---------------
DOCUMENTS INCORPORATED BY REFERENCE
The Company's definitive proxy statement to be filed on or about February 24,
1997 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-K for the
fiscal year ended October 27, 1996 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, 1996
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/ JOHNNY J. BLANCHARD
------------------------------
Johnny J. Blanchard
Principal Accounting Officer
Dated: May 13, 1997
<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, 1996 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, 1996
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.
9465 Wilshire Boulevard
Suite 717
Beverly Hills, CA 90212
<PAGE>
REQUIRED INFORMATION
Item 1. The audited statements of financial condition (Statements of Net Assets
Available for Benefits) as of October 31, 1996 and 1995 are set forth
on page F-2.
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, 1996 and 1995 are set forth on page F-3.
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: May 13, 1997
<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, 1996 and 1995, 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, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
of assets held for investment purposes at October 31, 1996, and the schedule of
reportable transactions for the year then ended are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and are not
a required part of the basic financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Melton & Melton, L.L.P.
Houston, Texas
April 3, 1997
<PAGE>
ATGI 401(K) PLAN
----------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
OCTOBER 31, 1996 AND 1995
-------------------------
ASSETS
------
1996 1995
---- ----
Investments:
Alpha Technologies Group, Inc.,
Common Stock (at market), 148,487
and 93,461 shares in 1996 and 1995,
respectively $ 686,750 $ 946,293
Connecticut General Life Insurance
Company (a CIGNA company) accounts
at contract value:
Guaranteed Short-Term Account 171,176 83,261
Guaranteed Long-Term Account 1,130,846 854,939
Connecticut General Life Insurance
Company (a CIGNA company) accounts
at market value:
Stock Market Index Account 465,008 203,908
Growth Opportunities Account 1,045,197 617,361
Participants' loans 144,272 48,410
---------- ----------
Total investments 3,643,249 2,754,172
---------- ----------
Receivables:
Employer contributions 41,592 29,486
Participants' contributions 107,640 100,196
Accrued interest and dividends 24,573
Administrative fee reimbursement 16,684
---------- ----------
Total receivables 165,916 154,255
---------- ----------
Cash 3,768 52,724
---------- ----------
Total assets 3,812,933 2,961,151
---------- ----------
LIABILITIES
-----------
Due to participants 15,296 6,021
Administrative fees payable 14,316 19,008
---------- ----------
Total liabilities 29,612 25,029
---------- ----------
Net assets available for
benefits $3,783,321 $2,936,122
========== ==========
(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, 1996 AND 1995
---------------------------------------------
1996 1995
---- ----
ADDITIONS TO NET ASSETS:
Participants' contributions $1,356,760 $ 652,966
Employer contributions 433,365 232,891
---------- ----------
1,790,125 885,857
Interest and dividend income 71,208 48,956
---------- ----------
Total additions 1,861,333 934,813
---------- ----------
DEDUCTIONS FROM NET ASSETS:
Benefit payments 530,635 1,194,303
Nondiscriminatory refunds 15,296 6,021
Commissions and fees paid by
participants 18,329
Administrative expenses 8,270 13,110
---------- ----------
Total deductions 572,530 1,213,434
---------- ----------
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (441,604) 541,301
---------- ----------
Increase in net assets 847,199 262,680
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,936,122 2,673,442
---------- ----------
End of year $3,783,321 $2,936,122
========== ==========
(See Notes to Financial Statements)
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
OCTOBER 31, 1996
----------------
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.
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,
1996 and 1995, includes amounts pending distribution to participants of $29,636
and $81,065, respectively. (See Note 6.)
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:
Percent Of
Nonforfeitable
Years Of Service Interest
---------------- ---------------
Less than one year 0%
One year 20
Two years 40
Three years 60
Four years 80
Five years 100
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
FORFEITURES
After a participant's employment is terminated, any nonvested portion
of a participant's account can be used to offset administrative fees, thus
reducing future employer contributions. Forfeitures included in net assets
available for benefits at October 31, 1996 and 1995, are $86,088 and $65,181,
respectively.
CONTRIBUTIONS
The Company's matching contribution is a discretionary amount to be
determined in advance each month by the Company. For 1996 and 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, 1996
and 1995. 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 $9,500 in 1996
and $9,240 in 1995, which is adjusted by the Internal Revenue Service for
changes in the 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, 1996
----------------
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 under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
INVESTMENT OF FUNDS
There are five funds in which participants can invest contributions
and where other amounts are credited to their accounts as of October 31, 1996:
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 - A fund that maintains a brokerage account with
Merrill Lynch and invests solely in the common stock of Alpha Technologies
Group, Inc.
Growth Opportunities Account - A CIGNA Separate Account 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.
On November 1, 1996, the following three funds were added as investment
options:
Janus Fund - A CIGNA separate account that seeks long-term growth of
capital by investing primarily in a diversified portfolio of common stock.
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
PBHG Growth Fund - A CIGNA separate account which seeks capital
appreciation by investing primarily in common stock and securities convertible
into common stock of small capitalization companies.
Twentieth Century Vista Investors Fund - A CIGNA separate account that
seeks capital growth over time by investing in common stock.
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 can 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, 1996, 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, 1996 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.
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
NOTE 3 - INVESTMENTS
During 1996 and 1995, the Plan's investments (including investments
bought, sold, and held during the year) appreciated (depreciated) in value by
$(441,604) and $541,301, respectively, as follows:
1996 1995
---- ----
Alpha Technologies Group, Inc. Common Stock $(646,427) $404,221
CIGNA Stock Market Index Account 60,513 37,984
Growth Opportunities Account 144,310 99,096
--------- --------
$(441,604) $541,301
========= ========
Investments that represent 5 percent or more of the Plan's net assets
at October 31, 1996 and 1995, are separately identified below:
Identity Of Market Value
----------- --------------------
Party Involved Description 1996 1995
-------------- ----------- ---- ----
ATGI Stock Fund Equity securities $ 686,750 $946,293
CIGNA Growth
Opportunities
Account Capital appreciation
investment account 1,045,197 617,361
CIGNA Guaranteed Long-
Term Account Fixed-income
investment account 1,130,846 854,939
CIGNA Stock Market
Index Account Pooled stock market
index account 465,008 203,908
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 4 - NET ASSETS AVAILABLE FOR BENEFITS
The net assets available for benefits as of October 31, 1996 and 1995,
consist of the following:
<TABLE>
<CAPTION>
October 31, 1996
--------------------------------------------------------------
Stock Growth
ATGI Guaranteed Guaranteed Market Oppor- Total
Stock Short-Term Long-Term Index tunities For
Fund Account Account Account Account Plan
---- ------- ------- ------- ------- -----
ASSETS
------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Investments, at market $686,750 $465,008 $1,045,197 $2,196,955
Investments, at
contract value $171,176 $1,130,846 1,302,022
Participants' loans 46,736 2,790 49,128 17,995 27,623 144,272
-------- -------- ---------- -------- ---------- ----------
Total investments 733,486 173,966 1,179,974 483,003 1,072,820 3,643,249
-------- -------- ---------- -------- ---------- ----------
Receivables:
Employer contributions 12,852 3,157 9,132 5,837 10,614 41,592
Participants'
contributions 23,804 9,487 27,826 16,148 30,375 107,640
Administrative fee
reimbursement 16,684 16,684
-------- -------- ---------- -------- ---------- ----------
Total receivables 36,656 12,644 53,642 21,985 40,989 165,916
-------- -------- ---------- -------- ---------- ----------
Cash 547 3,221 3,768
-------- -------- ---------- -------- ---------- ----------
Total assets 770,689 186,610 1,236,837 504,988 1,113,809 3,812,933
LIABILITIES
-----------
Due to participants 15,296 15,296
Administrative fees
payable 14,316 14,316
-------- -------- ---------- -------- ---------- ----------
Total liabilities 29,612 29,612
-------- -------- ---------- -------- ---------- ----------
Net assets available
for benefits $770,689 $186,610 $1,207,225 $504,988 $1,113,809 $3,783,321
======== ======== ========== ======== ========== ==========
</TABLE>
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 4 - NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
<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
----- ---------- ---------- ------- -------- -----
ASSETS
------
<S> <C> <C> <C> <C> <C> <C>
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
--------- -------- ---------- -------- ---------- ----------
</TABLE>
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 5 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Changes in net assets available for benefits for the years ended October
31, 1996 and 1995, consist of the following:
<TABLE>
<CAPTION>
October 31, 1996
-----------------------------------------------------------------------
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) $ 457,188 $132,642 $ 478,332 $213,483 $ 508,480 $1,790,125
Interest and dividend
income 1,931 6,638 59,563 915 2,161 71,208
---------- ---------- ---------- -------- ---------- ----------
Transfers among funds (10,214) (11,956) (21,741) 48,747 (4,836)
---------- ---------- ---------- -------- ---------- ----------
Total additions 448,905 127,324 516,154 263,145 505,805 1,861,333
---------- ---------- ---------- -------- ---------- ----------
Deductions from net
assets attributed to:
Benefit payments 65,396 33,759 176,071 43,630 211,779 530,635
Nondiscriminatory refunds 15,296 15,296
Commissions and fees
paid to participants 14,652 139 1,604 960 974 18,329
Administrative expenses 8,270 8,270
---------- ---------- ---------- -------- ---------- ----------
Total deductions 80,048 33,898 201,241 44,590 212,753 572,530
---------- ---------- ---------- -------- ---------- ----------
Net realized and unreal-
ized appreciation
(depreciation) in fair
value of investments (646,427) 60,513 144,310 (441,604)
---------- ---------- ---------- -------- ---------- ----------
Increase (decrease)
in net assets (277,570) 93,426 314,913 279,068 437,362 847,199
Net assets available
for benefits:
Beginning of year 1,048,259 93,184 892,312 225,920 676,447 2,936,122
---------- ---------- ---------- -------- ---------- ----------
End of year $ 770,689 $186,610 $1,207,225 $504,988 $1,113,809 $3,783,321
========== ========== ========== ======== ========== ==========
</TABLE>
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 5 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
<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
========== ========== ========== ========= ======== ==========
</TABLE>
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
NOTE 6 - 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, 1996
and 1995:
1996 1995
---- ----
Net assets available for benefits
per the financial statements $3,783,321 $2,936,122
Amounts allocated to withdrawing
participants (29,636) (81,065)
---------- ----------
Net assets available for benefits
per the Form 5500 $3,753,685 $2,855,057
========== ==========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended October 31, 1996:
Benefits paid to participants
per the financial statements $530,635
Add: Amounts allocated to withdrawing
participants at October 31, 1996 29,636
Less: Amounts allocated to withdrawing
participants at October 31, 1995 (81,065)
--------
Benefits paid to participants
per the Form 5500 $479,206
========
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.
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 years ended October 31, 1996 and 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 $15,296 and $6,021 for the years ended October 31, 1996 and 1995,
respectively, are reflected as "due to participants" on the statement of net
assets available for benefits.
<PAGE>
ATGI 401(K) PLAN
----------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
OCTOBER 31, 1996
----------------
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 5.70 and
6.00 percent at October 31, 1996 and 1995, respectively. The GST maintains a
variable monthly rate which was 4.40 and 5.45 percent annualized at October 31,
1996 and 1995, respectively.
<PAGE>
SCHEDULE I
----------
ATGI 401(K) PLAN
----------------
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
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OCTOBER 31, 1996
----------------
MARKET OR
COST CONTRACT VALUE
---- --------------
Alpha Technologies Group, Inc.,
Common Stock Fund $ 979,829 $ 686,750
Connecticut General Life Insurance
Company (A CIGNA company) accounts:
Guaranteed Short-Term Account 171,176 171,176
Guaranteed Long-Term Account 1,130,846 1,130,846
Stock Market Index Account 398,453 465,008
Growth Opportunities Account 913,345 1,045,197
Prime plus 1% participant's loans 0 144,272
<PAGE>
SCHEDULE II
-----------
ATGI 401(K) PLAN
----------------
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 1996
-----------------------------------
<TABLE>
<CAPTION>
CURRENT
VALUE OF
COST ASSETS ON
DESCRIPTION PURCHASE SELLING OF TRANSACTION NET GAIN
OF ASSETS PRICE PRICE ASSET DATE OR (LOSS)
---------- -------- ------- ----- ----------- ---------
<S> <C> <C> <C> <C> <C>
Alpha Technologies Group, Inc.:
Common Stock Fund $660,607 $660,607 $660,607
Common Stock Fund $176,330 178,224 176,330 $(1,894)
Connecticut General Life Insurance Company
(A CIGNA company) accounts:
Guaranteed Short-Term Account 130,084 130,084 130,084
Guaranteed Short-Term Account 48,938 48,938 48,938
Guaranteed Long-Term Account 546,584 546,584 546,584
Guaranteed Long-Term Account 333,315 333,315 333,315
Stock Market Index Account 290,014 290,014 290,014
Stock Market Index Account 92,214 82,427 92,214 9,787
Growth Opportunities Account 583,792 583,792 583,792
Growth Opportunities Account 286,087 260,819 286,087 25,268
</TABLE>
<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); June 23, 1992 (Reg. No. 33-48663) and
April 30, 1996 (Reg. No. 333-03001); and S-3 Registration Statement filed on
August 16, 1996 (Reg. No. 333-10311).
Houston, Texas
April 3, 1997 /s/ Melton & Melton, L.L.P.
