FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fourteen months ended February 28, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to _______________
Commission File Number 0-12450
CAPITAL INDUSTRIES, INC.
(By the Capital Industries Liquidating Trust)
(Exact name of registrant as specified in its charter)
INDIANA 35-6624860
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
263 Sioux Circle, Noblesville, Indiana 46060
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code:
(317) 773-1010
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
N/A
(Title of 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. [x] YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405,
Regulation S-K (ss. 229.405 of this chapter) 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.
The aggregate market value of the issuer's voting stock held by non-affiliates,
as of February 28, 1999, was $__________ N/A.
The number of shares of the Registrant's Common Stock, without par value,
outstanding as of February 28, 1999, was 0 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report to unitholders for the fourteen months ended February 28,
1999, is included herein as Part II.
Page 1 of 13 Pages
<PAGE>
This Form 10-K is being filed by the Capital Industries Liquidating Trust
(the "Trust") under the filing codes and Commission file number of Capital
Industries, Inc ("Capital Industries"). Capital Industries dissolved on April
24, 1996 and filed a Form 15 on June 27, 1996 following the formation of the
Trust and the distribution of all of Capital Industries' assets to its
shareholders and the Trust. However, pursuant to discussions with the
Commission's Staff in connection with the Commission's review of the proxy
materials related to the liquidation of Capital Industries and the formation of
the Trust, the Trust agreed to file its audited financial statements with the
Commission under cover of Form 10-K using the file number of Capital Industries,
without necessarily complying with the other requirements of Form 10-K. The
audited financial statements of the Trust are included herein in Part II and the
Financial Data Schedule is included herewith as Exhibit 27. The remaining
information required by Form 10-K is not included in this Form 10-K.
Because the Trust distributed all of its assets to its beneficiaries in
February, 1999, the Trust has no closing balance sheet and the financial
statements consist of a Statement of Changes in Net Assets in Liquidation and a
Statement of Cash Flows for the period from January 1, 1998 through February 28,
1999.
The Trust will file a Current Report on Form 8-K on or about the date
hereof to indicate that the Trust has made final distribution of its assets (as
the trustee's agreed to do in the discussions with the Commission's staff review
of the proxy materials related to the liquidation of Capital Industries and the
formation of the Trust).
Other than the Form 8-K referenced above, neither the Trust nor Capital
Industries will make any more filings under the Securities Exchange Act of 1934,
as amended (the "Act"). Capital Industries previously filed a From 15 on June
27, 1996, indicating that it is no longer a reporting company under the Act.
<PAGE>
Item II Annual Report to Unitholders
CAPITAL INDUSTRIES LIQUIDATING TRUST
Financial Statements
For the Period from
January 1, 1998 through February 28, 1999
<PAGE>
[PRICEWATERHOUSECOOPERS [LOGO]
- --------------------------------------------------------------------------------
| PRICEWATERHOUSECOOPERS LLP
| 2900 One American Square
| Box 82002
| Indianapolis, IN 46282-0002
| Telephone: (317) 639 4161
| Facsimilie: (317) 638 5028
Report of Independent Accountants
To the Unitholders
Capital Industries Liquidating Trust
We have audited the accompanying statements of changes in net assets in
liquidation and cash flows of Capital Industries Liquidating Trust for the
fourteen-month period ended February 28, 1999. These financial statements are
the responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
As described in Note 1, Capital Industries Liquidating Trust was established to
liquidate the remaining assets and liabilities of Capital Industries, Inc. upon
dissolution. As a result, the financial statements are prepared on a liquidation
basis of accounting.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the changes in the net assets in liquidation of Capital
Industries Liquidating Trust and its cash flows for the fourteen-month period
ended February 28, 1999, in conformity with generally accepted accounting
principles applied on the basis of accounting described in the preceding
paragraph.
/s/PricewaterhouseCoopers LLP
Indianapolis, Indiana
March 5, 1999
<PAGE>
Capital Industries Liquidating Trust
Statement of Changes in Net Assets in Liquidation
for the period from January 1, 1998 through February 28, 1999
- --------------------------------------------------------------------------------
Income:
Rental $ 17,500
Interest 8,631
Miscellaneous 3,026
Gain on sale of Jacksonville
property and excess land (Note 4) 11,843
-----------
Total income 41,000
-----------
Expenses:
Trustee expenses 41,652
Depreciation expense 3,010
Other 40,023
-----------
Total expenses 84,685
-----------
Decrease in net assets from trust operations (43,685)
Net assets, beginning of period 900,154
Distribution to beneficiaries (856,469)
-----------
Net assets, end of period $ ---
===========
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
Capital Industries Liquidating Trust
Statement of Cash Flows
for the period from January 1, 1998 through February 28, 1999
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Decrease in net assets from operations $ (43,685)
Depreciation 3,010
Gain on sale of Jacksonville property and excess land (11,843)
Proceeds from sale of land and building, net of commission cost 326,233
Adjustments to reconcile decrease in net assets from operations to
net cash used in operating activities:
Decrease in assets held by HCT Trust 515,672
Decrease in accrued expenses (11,677)
---------
Net cash flows provided by operating activities 777,710
---------
Cash flows from financing activities:
Distribution to unitholders (856,469)
---------
Net cash flows used in financing activities (856,469)
---------
Net decrease in cash (78,759)
Cash, beginning of period 78,759
---------
Cash, end of period $ ---
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
Capital Industries Liquidating Trust
Notes to Financial Statements
for the period from January 1, 1998 February 28, 1999
- --------------------------------------------------------------------------------
1. Formation of Capital Industries Liquidating Trust
Haygood Limited Partnership (Haygood) and Capital Industries, Inc.
(Capital), entered into an Asset Purchase and Sale Agreement on July 17,
1995, as amended September 28, 1995, (the "Agreement") whereby Capital
agreed to sell to Haygood substantially all of the assets associated with
Capital's wholly owned subsidiary Truckpro Parts and Service, Inc.
(Truckpro).
Upon divestiture of Truckpro, Capital established the Capital Industries
Liquidating Trust (the Trust) on April 24, 1996. Capital transferred all
remaining assets and liabilities previously owned or owed to the Trust,
and Capital was effectively liquidated. On April 24, 1996, the
transferred assets were valued according to the results of an independent
appraisal.
The purpose of the Trust is to liquidate the Trust estate in a manner
calculated to conserve and protect the Trust estate and to collect and
distribute the income and proceeds to the Trust beneficiaries in a prompt
and orderly fashion after payment for expenses. The Trust was terminated
in February 1999, as all amounts were distributed from the Trust to the
unitholders.
2. Summary of Significant Accounting Policies
Liquidation Basis of Accounting
These financial statements are prepared on a liquidation basis of
accounting which is in conformity with generally accepted accounting
principles for entities in liquidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions affecting the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expense
during the reporting period. Actual amounts could differ from the
estimated amounts.
Rental Income
During 1998 (prior to the sale of the Jacksonville, Florida, property),
Haygood was leasing the Jacksonville, Florida, property owned by the
Trust for $5,000 per month. This rental income was recognized when earned
by the Trust.
Income Taxes
The Trust qualifies as a grantor trust under Internal Revenue Code
Sections 671-679 and similar state tax codes. As such, the Trust is not
subject to federal and state income taxes on its income. The income and
expenses of the Trust are passed through to and are reportable by the
beneficiaries for income tax reporting purposes.
-4-
<PAGE>
Notes to Financial Statements, Continued
- --------------------------------------------------------------------------------
3. HCT Trust Agreement
In accordance with the Agreement, a trust was created (HCT Trust) to
provide a source of funds for indemnification claims made by Haygood, if
any. Upon satisfaction of any claims made by Haygood, the assets of HCT
Trust will revert to the Trust. The HCT Trust Agreement between and among
Capital, Truckpro, and Haygood was entered into as of September 28, 1995.
Significant provisions of the HCT Trust Agreement are summarized below:
a. The HCT Trust shall commence on the execution date and have a term
of three years, and will terminate on September 30, 1998.
b. The HCT Trust was not established for the purpose of continuing or
engaging in the conduct of a trade or business.
c. In a consent to assignment, HDA America, Inc. (HDA) has indicated
to the Trust and Haygood its willingness to consent to an
assignment of both the certificates and the proceeds of the
certificates to the HCT Trust, and subsequently to Haygood, and to
make payments under the certificates either to the HCT Trust or
Haygood following such assignments, provided the certificates
remain nonnegotiable following each such assignment and all debts
to HDA have been paid in full.
d. Provided there are no outstanding claims reported by Haygood to
the trustees of the HCT Trust as of the release of funds date, the
trustees shall, upon written notice, distribute the funds and
accrued earnings contained in the HCT Trust to the Trust on
December 31, 1997, December 31, 1998, and the third anniversary of
the closing. In accordance with these terms, HCT Trust distributed
$515,672 to the Trust during 1998. There are currently no such
claims being asserted by Haygood.
e. On the termination date, if no claims for indemnification remain
outstanding, Haygood will purchase the remaining unpaid HDA note
from the trustees of the HCT Trust. When all notes have been
redeemed, the remaining cash balance will be distributed to the
Trust.
4. Disposal of Real Estate
On April 15, 1998, the Trustee sold the Jacksonville property and excess
land for $326,233 (net of commissions). The transactions resulted in a
gain on disposal of $11,843. Prior to the disposition of the property and
excess land, the Trust recorded a loss of $246,500 in 1997 to write down
the Jacksonville property to its net realizable value.
5. Beneficiaries of the Trust
The Trust agreement provides that at least annually, and on such other
times as may be determined, the cash and noncash assets comprising a
portion of the Trust Estate may be distributed to the Beneficiaries of
the Trust.
During the fourteen-month period ended February 28, 1999, the Trust paid
$856,469 as a distribution to unitholders of the Trust. With 273,632
units outstanding, the distribution represented an amount of $3.13 per
unit.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on behalf of the undersigned, thereto duly authorized.
CAPITAL INDUSTRIES LIQUIDATING TRUST
Date: March 24, 1999 By: /s/ Paul A. Shively
----------------------------------
Paul A. Shively, Trustee
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
TRUST'S AUDITED FINANCIAL STATEMENTS FOR THE FOURTEEN MONTHS ENDED FEBRUARY 28,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000726593
<NAME> Capital Industries Liquidating Trust
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 14-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> FEB-28-1999
<EXCHANGE-RATE> 1.000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 41,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 84,685
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43,685)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
