FORM 10-K/A-2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 1996
Commission File Number - 0-12321
ANUHCO, INC.
State of Incorporation - Delaware
IRS Employer Identification No. - 46-0278762
8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
Telephone Number - (913) 859-0055
Securities Registered Pursuant to Section 12(b) of the Act
Name of Each Exchange
Title of Each Class on Which Registered
Anuhco, Inc. Common Stock, par value American Stock Exchange
$0.01 per share, 6,371,709 shares
outstanding, as of March 5, 1997
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. [x]
The aggregate market value of the Common Stock held by non-affiliates of Anuhco,
Inc. as of March 5, 1997, was $45,582,000 based on the last trade on the
American Stock Exchange on that date.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Director
of the
Name, Principal Occupation and Company
other Directorships Age Since
William D. Cox 53 1991
President of Castlewood Homes, Inc., Wichita, Kansas, a
commercial and residential construction company, since 1996;
President of Bel Aire Development, Inc., Wichita, Kansas, a
commercial residential land development company, from 1984 to
1996; President of 3D Associates, Inc., Wichita, Kansas, a
land development and construction company from 1994 to 1996;
owner of Cox Enterprises of Wichita, Inc., Wichita, Kansas, a
new home and light commercial construction company, from 1972
to 1994.
Lawrence D. ("Larry") Crouse 56 1991
Vice President of the Company since September 5, 1991. He has
served as Vice Chairman of Crouse Cartage Company, a wholly-
owned subsidiary of the Company, since January 1997. He
served as Chairman and Chief Executive Officer of Crouse
Cartage Company, from 1987 until December 1996.
J. Richard Devlin 46 1997
Executive Vice President, General Counsel and External Affairs
of Sprint Corporation ("Sprint"), a publicly traded
telecommunications company headquartered in Westwood, Kansas,
since 1989. Mr. Devlin also serves as a member of Sprint's
Executive Management Committee. Mr. Devlin served as Vice
President and General Counsel for telephone operations for
Sprint from 1987 to 1989. From 1972 to 1986, Mr. Devlin served
as an attorney and in various line and staff operations
management positions with AT&T.
Harold C. Hill, Jr. 61 1995
Retired as a partner of Arthur Andersen, LLP in 1993. Mr.
Hill's 35 years of service with the firm included
responsibility as partner in charge of the transportation,
financial services and government practices in Kansas City, as
well as service as National Technical Coordinator of that
firm's trucking industry practice group.
Roy R. Laborde 58 1991
Chairman of the Board of Directors since the 1992 Shareholder
Meeting. President of Amboy Grain, Inc., Amboy, Minnesota,
since 1985; President and Chief Operating Officer for Rapidan
Grain & Feed, Rapidan, Minnesota, from 1968 through 1988 and
has continued to merchandise grain for that company.
Timothy P. O'Neil 40 1995
President of the Company since May, 1995, Chief Financial
Officer since April, 1995. From October, 1989, through May,
1995, Mr. O'Neil served in various positions with the Company,
including, Senior Vice President, Vice President, Treasurer
and Director of Finance. Mr. O'Neil has also served as
President, Chief Executive Officer, and Chief Financial
Officer and Treasurer of American Freight System, Inc.
("AFS"), a wholly-owned subsidiary of the Company, since July,
1991.
Eleanor B. Schwartz 60 1983
Chancellor and Chief Executive Officer of the University of
Missouri-Kansas City since 1992; Interim Chancellor in 1991;
and Vice Chancellor of Academic Affairs from 1986 to 1991
after serving as Dean of the Henry W. Bloch School of Business
and Public Administration from 1980 to 1986 at the University
of Missouri-Kansas City. Director of Mid-West Grain Products,
Atchison, Kansas, and United Funds Group, Inc., Shawnee
Mission, Kansas.
ITEM 11. EXECUTIVE COMPENSATION
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal sation Award(s) SARs Payouts sation
Position Year Salary Bonus ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Timothy P. O'Neil, 1996 $182,041(1) -0- -0- -0- 20,000 -0- $14,075(2)
President (chief 1995 180,084(1) -0- -0- -0- 10,000 -0- 8,190
executive officer)
<FN>
(1) Includes $47,986 and $102,074 paid to the Company by AFS for 1996 and 1995, respectively, to reimburse the Company for Mr.
O'Neil's services as President, CEO, CFO and Treasurer of AFS.
(2) Amounts accrued under a non-qualified deferred compensation arrangement at 10 1/2% of Mr. O'Neil's Anuhco salary, in lieu of
participation in a qualified retirement plan, payable in 10 annual installments after termination of employment. Such deferral
earns interest at the prime interest rate of the Company's bank.
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants Potential Realizable
Number of % of Total Value at Assumed Annual
Securities Options Exer- Rates of Stock Price
Underlying Granted to cise Expir- Appreciation for
Options Employees in Price ation Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Timothy P. O'Neil(1) 20,000 21% $7.94 3/4/2006 $99,837 $253,007
<FN>
(1) Grant is an "Incentive Stock Option" under the Internal Revenue Code. The exercise price was the market value on the date of
grant. The option becomes exercisable ratably on March 4 of the years 1997 through 2001 and remains exercisable through March 3,
2006.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Value FY-End (#) FY-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Timothy P. O'Neil -- $ -- 2,500/29,500 $1,250/$3,750
</TABLE>
COMPENSATION OF DIRECTORS
Directors received compensation of $6,000 per annum, plus $500 for each
board meeting attended and $500 for each committee meeting attended when held on
a day on which they were not compensated for attending another meeting, except
the Chairman who received $1,000 for each board meeting and committee meeting
attended. Directors received $200 for telephonic meetings of either the board
or its committees. Directors were also reimbursed for reasonable travel and
other expenses incurred by them in performance of their duties as directors of
the Company. Under the 1992 Incentive Stock Plan, approved by the Shareholders
at the 1992 annual meeting, directors who are not employees receive options to
purchase 2,000 shares of Common Stock on the first stock trading day immediately
following each Annual Meeting of the Shareholders of the Company at which they
are elected to the Board of Directors, at market value on such date.
In addition, directors were compensated at the rate of $60 per hour for any
special assignments. During 1996, Harold C. Hill, Jr. and Roy R. Laborde
provided service on certain special assignments and received $960 and $750,
respectively. No other directors received compensation for special assignments.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The committee consists exclusively of non-employee directors appointed by
resolution of the entire Board of Directors. Roy R. Laborde has been a non-
employee Chairman of the Board of Directors since the 1992 Meeting of the
Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by each person known to the Company to
be the beneficial owner of more than 5% of Common Stock, by the chief executive
officer of the Company, by directors, and by all directors and executive
officers of the Company, as a group, as of March 5, 1997:
Amount and
Name of Beneficial Owners Nature of
(and address of beneficial owners Beneficial Percent
other than directors) Ownership(1) of Class
Crouse Family (excluding Larry Crouse)............... 1,218,003 (2) 19.05%
c/o Scudder Law Firm
411 South 13th Street
Suite 200
Lincoln, Nebraska 68508
John P. Bigger....................................... 23,863 (3) .37%
William D. Cox....................................... 48,500 (4) .76%
Larry Crouse......................................... 194,338 (5) 3.02%
J. Richard Devlin.................................... 1,000 .02%
Harold C. Hill, Jr................................... 2,500 (6) .04%
Roy R. Laborde....................................... 163,790 (7) 2.56%
Timothy P. O'Neil.................................... 117,300 (8) 1.84%
Eleanor B. Schwartz.................................. 10,000 (4) .16%
Walter P. Walker..................................... 20,542 (9) .32%
Directors and executive officers as a
group (10 persons, including the above)........... 584,333 (10) 9.04%
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares listed.
(2) The information contained herein is based upon information reported to
the Company by four children and fourteen grandchildren of Paul E. Crouse,
deceased, (excluding Larry Crouse). In a Schedule 13D dated September 5, 1991
("Schedule 13D")and an Amendment to Schedule 13D dated November 1, 1991
("Amendment"), none of the individual members of the Crouse Family claimed
sole or shared voting or investment power with respect to more than 5% of the
outstanding shares of Common Stock, although each member claimed beneficial
ownership of all 1,342,524 shares then owned by the Crouse Family. Each
member of the Crouse Family disclaimed membership in a group in the Schedule
13D. The Amendment also reported that the members of the Crouse Family,
other than Larry Crouse, have no plan for further acquisition of Common
Stock. The amount of shares listed in the above table does not include
194,338 shares beneficially owned by Larry Crouse, a director of the Company
and one of the members of the Crouse Family (see Footnote (5) below). Also
included are 12,200 shares subject to exercisable outstanding stock options.
(3) Includes a total of 2,000 shares owned by Mr. Bigger's two adult children
over which Mr. Bigger has shared investment power and no voting power. Mr.
Bigger disclaims beneficial ownership under Section 16 of the Securities and
Exchange Act of 1934 in these shares as he has no direct or indirect
pecuniary interest in the account in which they are held. Does not include
1,900 shares owned by his wife, Betty Bigger, over which she exercises sole
investment and voting power. Includes 1,000 shares subject to exercisable
outstanding stock options.
(4) Includes 9,000 shares subject to exercisable outstanding stock options.
(5) Includes 46,000 shares subject to exercisable outstanding stock options.
Mr. Crouse disclaims beneficial ownership of the shares owned by other
members of the Crouse family.
(6) Includes 1,500 shares in the Francile Hill Revocable Trust. Both Mr.
Hill and Francile Hill are trustees and each has shared voting and investment
power. Also includes 1,000 shares subject to exercisable outstanding stock
options.
(7) Includes 7,150 shares subject to exercisable outstanding stock options
and 740 shares owned by and registered in the name of his wife, Betty
Laborde, over which they share voting power but Mrs. Laborde retains sole
investment power.
(8) Includes 9,000 shares subject to exercisable outstanding stock options
and 32,800 shares owned by his wife, Pam O'Neil, over which they hold shared
voting and investment power. Does not include 10,400 shares held in various
irrevocable trusts for the benefit of Mr. O'Neil's children and over which he
has no voting or investment power.
(9) Includes 3,000 shares subject to exercisable outstanding stock options
and 9,000 shares owned by Walker Investments, a general partnership of Mr.
Walker's children and grandchildren over which he shares investment power but
disclaims beneficial ownership under Section 16 of the Securities and
Exchange Act of 1934 because he and Mrs. Walker have no direct or indirect
pecuniary interest in Walker Investments.
(10) Includes a total of 85,650 shares subject to exercisable outstanding
stock options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company did not engage in any individual transactions or series of
transactions with members of management or nominees for director during 1996 in
which the amount involved exceeded $60,000.
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.
Date: April 29, 1997 By /s/ Timothy P. O'Neil
Timothy P. O'Neil,
President and Chief Financial
Officer
