SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year ended March 31, 1995
Commission File Number 0-12450
CAPITAL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1359190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8900 Keystone Crossing
Suite 1150
Indianapolis, Indiana 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(317) 844-3722
Securities registered pursuant to Section 12(b): None
Securities registered pursuant to Section 12(g): Common Stock
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 ____.
<PAGE>
The registrant's common stock is not actively traded. There
were no bid quotations for fiscal 1995. Therefore the aggregate
market value of the 54,537 shares of the registrant's common
stock held by non-affiliates on June 9, 1995, cannot be
ascertained.
There were 273,879 shares of the registrant's common stock
outstanding on June 9, 1995.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The following table indicates (i) the name, principal
occupation and business experience of each director of Capital
Industries, Inc., (ii) the period during which each director has
served in such capacity, and (iii) the age of each director. The
term of office of each director will expire at the 1995 Annual
Meeting of Shareholders.
<TABLE>
<CAPTION>
Name, Principal Occupation Served as a
and Prior Business Experience
Director Since Age
<S> <C> <C>
John B. Gray, Jr. 1986 60
President of Capital from 1986 to 1991.
Charles E. Lanham 1983 63
Chairman of Klipsch, Lanham & Associates, Inc.
since 1989; Chairman of Overhead Door Company
of Indianapolis, Inc., since prior to 1988;
Director of Consolidated Products, Inc., a
corporation engaged in the family restaurant
business.
O.U. Mutz 1975 67
Chairman of the Board and Chief Executive
Officer of Capital since 1984; President
and Director of Forum Group, Inc. (Forum)
from prior to 1983 to 1991. Forum filed a
voluntary petition for protection under
Chapter 11 of the Federal bankruptcy laws
on February 19, 1991.
John D. Peterson
1983 61
Chairman of the Board of City Securities
Corporation since prior to 1988; Director
of Lilly Industries, Inc.
Robert H. Reynolds
1986 58
Partner in Barnes & Thornburg, attorneys-
at-law, since prior to 1988.
J. Fred Risk
1976 66
Vice Chairman of the Board of Capital since
1984; Chairman of the Board of Sovereign.
Director of Consolidated Products, Inc.,
Chairman of the Board of Forum from prior
to 1983 to 1991. Forum filed a voluntary
petition for protection under Chapter 11
of the Federal bankruptcy laws on
February 19, 1991.
<PAGE>
Paul A. Shively 1992 52
Secretary of Capital since prior to 1988;
Director of Capital, 1975-1983; President
and Chief Executive Officer of Forum from
1992-1995. Forum filed a voluntary petition
for protection under Chapter 11 of the
Federal bankruptcy laws on February 19, 1991.
</TABLE>
See Part I, Item 1, for a list of Capital's executive
officers, and their ages, positions and offices.
Item 11. Management Remuneration.
The following table shows the compensation paid during the
last three fiscal years to O.U. Mutz, the Chairman and Chief
Executive Office of Capital and H. William Mutz, Vice President.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
401(k) Matching
Year Salary Bonus Contribution
<S> <C> <C> <C> <C>
O.U. Mutz 1995 $ 75,000 -- $1,928
Chairman 1994 75,000 -- 2,044
Chief Executive Officer 1993 32,250 $85,000 1,622
H. William Mutz 1995 $127,741 $18,000 $2,921
Vice President 1994 123,461 -- 2,052
1993 117,415 -- 2,288
</TABLE>
For the year ended March 31, 1995, each non-employee Director was
compensated at the rate of $5,000 per year plus $500 per board
meeting attended and $250 per committee meeting not held in
conjunction with a board meeting.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The following table shows the number and percentage of
shares of Capital Common Stock owned beneficially on June 9,
1995, by each person who owned beneficially more than 5% of the
issued and outstanding shares of Capital Common Stock on that
date and by all officers and Directors as a group. Except where
otherwise indicated, each person listed has sole voting and
<PAGE>
investment power with respect to the shares listed as
beneficially owned by the shareholder.
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (9)
<S> <C> <C>
Claridge Associates 35,612 (1) 13.0 %
8900 Keystone Crossing
Suite 1150
Indianapolis, Indiana 46240
John B. Gray, Jr. 86,993 (2) 31.4 %
8160 Beech Knoll
Indianapolis, Indiana 46256
Charles E. Lanham 33,656 (3) 12.1 %
8900 Keystone Crossing
Suite 1200
Indianapolis, Indiana 46240
O.U. Mutz 55,985 (4) 19.9 %
8900 Keystone Crossing
Suite 1150
Indianapolis, Indiana 46240
J. Fred Risk 25,844 (5) 9.2 %
8900 Keystone Crossing
Suite 1150
Indianapolis, Indiana 46240
John T. Risk 14,624 (6) 5.3 %
8900 Keystone Crossing
Suite 1150
Indianapolis, Indiana 46240
Sovereign Group, Inc. 36,192 (7) 12.4 %
8900 Keystone Crossing
Suite 1150
Indianapolis, Indiana 46240
All Directors and Officers 256,192 (8) 78.7 %
as a group (9 persons)
</TABLE>
<PAGE>
(1) Claridge Associates ("Claridge") is a partnership in
which O.U. Mutz is a general partner.
(2) This figure includes 3,478 shares that Mr. Gray has the
right to acquire by converting $100,000 aggregate principal
amount of Capital's 10% Convertible Subordinated Debentures (the
"Debentures") that he owns.
(3) This figure includes (i) 34 shares owned by Athena
Development Corporation ("Athena"), a corporation in which Mr.
Lanham owns all of the outstanding shares, (ii) 1,739 shares that
Athena has the right to acquire by converting $50,000 aggregate
principal amount Debentures that it owns, and (iii) 2,086 shares
that Mr. Lanham's wife has the right to acquire by converting
$60,000 aggregate principal amount Debentures that she owns, in
respect of which Mr. Lanham disclaims beneficial ownership. The
shares shown in the table do not include 417 shares owned by B.V.
Henderson Trust, of which Mr. Lanham is the trustee.
(4) This figure includes (i) 752 shares that Mr. Mutz's
wife owns and 6,956 shares that Mr. Mutz's wife has the right to
acquire by converting $200,000 aggregate principal amount
Debentures that she owns, in respect of which Mr. Mutz disclaims
beneficial ownership, (ii) 692 shares owned by Caleb Associates,
a partnership in which Mr. Mutz is a general partner, and (iii)
35,612 shares owned by Claridge. This figure does not include
17,410 shares owned by Sovereign Group, Inc. ("Sovereign"), in
which Mr. Mutz has a 28.4% interest, or 18,782 shares that
Sovereign has the right to acquire by converting $540,000
aggregate principal amount Debentures that it owns.
(5) This figure includes 2,002 shares that Mr. Risk's wife
owns and 7,826 shares that Mr. Risk's wife has the right to
acquire by converting $225,000 aggregate principal amount
Debentures that she owns, in respect of which Mr. Risk disclaims
beneficial ownership. The shares shown in the table do not
include 17,410 shares owned by Sovereign, in which Mr. Risk has a
29.6% interest, or 18,782 shares that Sovereign has the right to
acquire as described in note (4) above.
(6) This figure includes (i) 1,250 shares that Mr. Risk's
wife owns, in respect of which Mr. Risk disclaims beneficial
ownership and (ii) 2,115 shares owned by Canterbury Corporation
in which Mr. Risk has a 45% interest. John T. Risk is the son of
J. Fred Risk.
(7) This figures includes 18,782 shares which Sovereign has
the right to acquire by converting $540,000 aggregate principal
amount Debentures that it owns. See notes (4) and (5) above for
information concerning the ownership of Sovereign.
(8) This figure includes (i) 51,474 shares that Directors
and officers and their affiliates (including Sovereign) have the
<PAGE>
right to acquire by converting $1,480,000 aggregate principal
amount Debentures that they own.
(9) Percentages are calculated assuming shares issuable
upon conversion of Debentures held by an individual or the group,
as the case may be, are issued and outstanding.
Security Ownership of Management
The following table shows the number and percentage of
shares of Capital Industries Common Stock owned beneficialy by
each named executive and by all directors and executive officers
as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner
Ownership Class (1)
<S> <C> <C>
O.U. Mutz 55,985 (2) 19.9%
J. Fred Risk 25,844 (3) 9.2%
H. William Mutz 981 (4) *
Phillip A. Gough 406 (5) *
Paul A. Shively 6,057 (6) *
All directors and officers
as a group 256,192 (7) 78.7%
<FN>
*Less than 1%
</TABLE>
(1) Percentages are calculated assuming shares issuable upon
conversion of Debentures held by an individual or the group, as
the case may be, are issued and outstanding.
(2) This figure includes (i) 752 shares that Mr. Mutz's wife
owns, and 6,956 shares that Mr. Mutz's wife has the right to
acquire by converting $200,000 aggregate principal amount
Debentures that she owns, in respect of which Mr. Mutz disclaims
beneficial ownership, (ii) 692 shares owned by Caleb Associates,
a partnership in which Mr. Mutz is a general partner, and (iii)
35,612 shares owned by Claridge. This figure does not include
17,410 shares owned by Sovereign, in which Mr. Mutz has a 28.4%
interest, or 18,782 shares that Sovereign has the right to
acquire by converting $540,000 aggregate principal amount
Debentures that it owns.
(3) This figure includes (i) 2,002 shares that Mr. Risk's wife
owns and 7,826 shares that Mr. Risk's wife has the right to
acquire by converting $225,000 aggregate principal amount
Debentures that she owns, in respect of which Mr. Risk disclaims
beneficial ownership. This figure does not include 17,410 shares
owned by Sovereign, in which Mr. Risk has a 29.6% interest, or
<PAGE>
18,782 shares that Sovereign has the right to acquire as
described in note (3) above.
(4) This figure include 869 shares that H. William Mutz has the
right to acquire by converting $100,000 aggregate principal
amount Debentures that he owns.
(5) This figure includes 347 shares that Mr. Gough has the right
to acquire by converting $10,000 aggregate principal amount
Debentures that he owns.
(6) This figure includes 3,478 shares that Mr. Shively has the
right to acquire by converting $100,000 aggregate principal
amount Debentures that he owns.
(7) This figure includes 51,474 shares that Directors and
officers and their affiliates (including Sovereign) have the
right to acquire by converting $1,480,000 aggregate principal
amount Debentures that they own.
Item 13. Interest of Management and Others in Certain
Transactions
Capital and certain subsidiaries lease equipment and office
space from Sovereign and Keystone Group, Inc. ("Keystone Group"),
100% subsidiary of Sovereign. During its 1995 fiscal year,
Capital and certain subsidiaries paid Sovereign and Keystone
Group $94,931.
Truckpro Parts & Service, Inc., a subsidiary of Capital,
leases an 11,000 square foot retail and service facility and
certain equipment from Breckenridge Corporation at a combined
annual rent of $54,600. Breckenridge Corporation is a 100%
subsidiary of Keystone Group.
<PAGE>
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.
CAPITAL INDUSTRIES, INC.
By: /s/ O.U. Mutz
-------------------------
O.U. Mutz
Chairman & Chief
Executive Officer
Date: September 27, 1995
POWER OF ATTORNEY
Each person whose signature appears below does hereby make,
constitute and appoint O.U. Mutz, J. Fred Risk, and Phillip A.
Gough, and each of them, as attorney-in-fact to execute in the
name and on behalf of each person individually and in each
capacity stated below any amendment, exhibit, or supplement to
this report making such changes in the report as such attorney
deems appropriate.
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
1. Principal Executive Officer
/s/ O.U. Mutz
----------------------------- Chairman and September 27, 1995
O.U. Mutz Chief Executive
Officer
2. Principal Financial and
Accounting Officer
/s/ Phillip A. Gough
----------------------------- Treasurer September 27, 1995
Phillip A. Gough
<PAGE>
3. A majority of the Board
of Directors
----------------------------- Director September 27, 1995
John B. Gray, Jr.
/s/ Charles E. Lanham
----------------------------- Director September 27, 1995
Charles E. Lanham
/s/ O.U. Mutz
----------------------------- Director September 27, 1995
O. U. Mutz
----------------------------- Director September 27, 1995
John D. Peterson
----------------------------- Director September 27, 1995
Robert H. Reynolds
/s/ J. Fred Risk
----------------------------- Director September 27, 1995
J. Fred Risk
/s/ Paul A. Shively
------------------------- Director September 27, 1995
Paul A. Shively
</TABLE>
