<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to __________
Commission file number 1-9511
----------------------------------
THE COAST DISTRIBUTION SYSTEM
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
California 94-2490990
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1982 Zanker Road, San Jose, California 95112
(Address of principal executive offices) (Zip Code)
</TABLE>
(408) 436-8611
(Registrant's telephone number, including area code)
<TABLE>
<S> <C>
Securities registered pursuant to Section 12(b) of the Act: Common Stock, without par value
(Title of class)
American Stock Exchange
(Name of Each Exchange on
which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
</TABLE>
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].
As of March 18, 1996, the aggregate market value of the Common Stock
held by non-affiliates was approximately $26,524,000.
As of March 18, 1996, a total of 5,177,304 shares of Registrant's
Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
----------------------------------
Page 1 of 9 Pages
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- ----------------------------------
<S> <C> <C>
Thomas R. McGuire . . . . . . . 52 Chairman of the Board, Co-Chief
Executive Officer and Director
Sandra A. Knell . . . . . . . . 38 Executive Vice President -
Finance, Chief Financial Officer
and Secretary
David A. Berger . . . . . . . . 42 Executive Vice President - Marine
Sales and Marketing
Jeffrey R. Wannamaker . . . . . 35 Executive Vice President -
Distribution
Dennis A. Castagnola . . . . . . 48 Senior Vice President -
Proprietary Products
James N. Stark . . . . . . . . . 46 Senior Vice President - R.V. Sales
and Marketing
Louis B. Sullivan . . . . . . . 70 Director
John E. Turco . . . . . . . . . 65 Director
Brian P. Friedman . . . . . . . 40 Director
Ben A. Frydman . . . . . . . . . 49 Director
Robert S. Throop . . . . . . . . 58 Director
</TABLE>
Thomas R. McGuire, 52, is a founder of the Company and for more than
five years has been Chairman of the Board and Chief Executive Officer of the
Company. From 1981 until August 1985 he also served as the Company's Chief
Financial Officer and Secretary.
Sandra A. Knell, 38, has been the Company's Executive Vice President
- -- Finance, Chief Financial Officer and Secretary since August 1985. From 1984
until she joined the Company, Mrs. Knell was an Audit Manager, and for the
prior four years was a senior and staff accountant, with Grant Thornton
(formerly Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant.
David A. Berger, 42, served as Executive Vice President -- Marketing
from May 1988 until September 1993. Due to the growth of the Company's marine
products sales, in September 1993 the Company's marketing department was
restructured into two separate departments, one for marine products and the
other for R.V. products, and Mr. Berger was placed in charge of marketing for
the Company's marine products division. From August 1986 to May 1988, Mr.
Berger was Senior Vice President - Purchasing of the Company. For the prior 14
years he held various management positions with C/P Products Corp., a
distributor of recreation vehicle parts and accessories acquired by the Company
in 1985.
Jeffrey R. Wannamaker, 35, joined the Company in June 1984 as Vice
President/Division Manager of the Company's Texas distribution center. Since
that time, he has worked in several of the Company's distribution centers,
hiring and training new management personnel. In August 1991, Mr. Wannamaker
was
2
<PAGE> 3
promoted to Senior Vice President - Branch Operations and in 1995 he was
promoted to the position of Executive Vice President - Operations of the
Company.
Dennis A. Castagnola, 48, was appointed to his current position of
Senior Vice President-Proprietary Products in May 1994, in which he directs the
Company's Proprietary Products program. From September 1993 until May 1994, he
served as Senior Vice President - R.V. Sales and Marketing. For the prior 19
years, he held various positions with the Company, including Vice
President/Division Manager of the Company's Portland, Oregon Distribution
Center.
James N. Stark, 46, was appointed Senior Vice President - R.V. Sales
and Marketing in May 1994. For the prior 10 years he held various positions
with the Company, including Vice President and Division Manager of the
Company's Tampa, Florida distribution center.
Louis B. Sullivan, 70, has served as a director since 1977, and has
been a rancher and private investor since March 1984.
John E. Turco, 65, has served as a director since 1977, and has been a
private investor since 1988, investing primarily in agricultural businesses.
Brian P. Friedman, 40, has served as a director since 1985. Mr.
Friedman is an Executive Vice President of Furman Selz LLC, an investment
banking firm, at which he has been employed as an officer since 1984. Mr.
Friedman is also a director of Transisco Industries Inc., which is engaged in
transportation services, and various private companies.
Ben A. Frydman, 49, has served as a director since 1988. Mr. Frydman
is, and for more than five years has been, engaged in the private practice of
law, as a member and shareholder of Stradling, Yocca, Carlson & Rauth, a
Professional corporation, which provided legal services to the Company in 1995.
Robert S. Throop, 58, has served as a director since 1995. Mr. Throop
is, and for more than five years has been, the Chairman and Chief Executive
Officer of Anthem Electronics, Inc. ("Anthem"), which is a national distributor
of semiconductor and computer products. Mr. Throop is also a director of
Arrow Electronics, Inc., the corporate parent of Anthem, and the Manitowoc
Company.
3
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three
fiscal years ended December 31, 1995 by the Company's Chief Executive Officer
and the three most highly-paid executives whose aggregate cash compensation for
1995 for services rendered to the Company in all capacities exceeded $100,000
(the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- ----------------------
AWARDS
------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL OPTIONS
POSITION YEAR SALARY($) BONUS(1) (#)
- ------------------------- ---- --------- -------- ----------
<S> <C> <C> <C> <C>
Thomas R. McGuire 1995 $257,765 $ -0- $12,500
Chairman of the Board and 1994 254,175 130,038 50,000
Chief Executive Officer 1993 242,680 121,300 -0-
Sandra A. Knell 1995 101,442 -0- 5,000
Chief Financial Officer and 1994 90,830 62,000 26,000
Executive Vice President 1993 82,500 57,500 6,000
David A. Berger 1995 101,442 -0- 5,000
Executive Vice President 1994 90,830 62,000 26,000
1993 82,500 55,500 6,000
Jeffrey R. Wannamaker 1995 101,442 -0- 5,000
Executive Vice President 1994 89,690 62,000 26,000
1993 77,500 48,000 6,000
</TABLE>
- -----------
(1) Bonuses paid for 1994 and 1993 were awarded under annual incentive
compensation plans.
4
<PAGE> 5
OPTION GRANTS
The following table provides information on option grants in fiscal
year 1995 to the Named Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE OF
NUMBER OF PERCENT OF OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (4)
OPTIONS ALL EMPLOYEES PRICE EXPIRATION ---------------
NAME GRANTED(1) IN FISCAL YEAR(2) ($/SHARE)(3) DATE 5% 10%
- ----------------- ---------- ----------------- ------------ ---------- ------- --------
<S> <C> <C> <C> <C> <C>
Thomas R. McGuire 12,500 19.1% $7.125 2/05/05 $55,938 $141,875
Sandra A. Knell 5,000 7.6% 7.125 2/05/05 22,400 56,750
David A. Berger 5,000 7.6% 7.125 2/05/05 22,400 56,750
Jeffrey R. Wannamaker 5,000 7.6% 7.125 2/05/05 22,400 56,750
</TABLE>
- --------
(1) These options vest in ten equal annual installments of 10% of the shares
covered by such options. Each option is subject to termination in the
event of the optionee's cessation of employment with the Company.
(2) Options to purchase an aggregate of 65,500 shares were granted to all
employees in fiscal 1995, including the Named Officers. Each non-employee
director received options to purchase 2,000 shares in 1995.
(3) The exercise price may be paid in cash, in shares of the Company's Common
Stock valued at fair market value on the date of exercise, or through a
cashless exercise procedure.
(4) There is no assurance that the values that may be realized on exercise of
such options will be at or near the values estimated in the table, which
utilizes arbitrary compounded rates of growth of the price of the Company's
Common Stock of 5% and 10% per year.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information on option exercises in fiscal
year 1995 by the Named Officers and the value of unexercised in- the-money
options held by the Named Officers as of December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN THE MONEY OPTIONS
DECEMBER 31, 1995 AT DECEMBER 31, 1995(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED ($) EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
- ------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas R. McGuire 50,000 $260,000 1,250 11,250 $ -0- $ -0-
Sandra A. Knell 15,000 43,750 12,500 20,500 16,960 -0-
David A. Berger 10,000 22,500 12,500 20,500 16,960 -0-
Jeffrey R. Wannamaker 4,200 13,446 12,300 20,500 19,286 -0-
</TABLE>
- -----------
(1) The closing price of the Company's Common Stock on December 31, 1995 on the
American Stock Exchange was $6.00.
COMPENSATION COMMITTEE INTERLOCKS
In fiscal year 1995 the members of the Committee were Louis B. Sullivan,
John E. Turco and Ben A. Frydman, who are non-employee directors of the
Company. Mr. Frydman is a member of a law firm that provided legal services to
the Company in 1995.
5
<PAGE> 6
DIRECTOR'S COMPENSATION
Directors who also are Company employees receive no compensation for
serving as directors. Non-employee directors are paid a retainer of $6,000 per
year and receive $1,500 for each Board of Directors' meeting attended and are
reimbursed for the out-of-pocket expenses incurred in attending those meetings.
No compensation is paid for attending meetings of Committees of the Board of
Directors on which directors serve. Pursuant to the Company's 1993 Employee
Stock Option Plan, each year each non-employee director is automatically
granted an option to purchase 2,000 shares of Company stock at an exercise
price that is equal to the fair market value of the shares on the date of
grant. These options become fully exercisable six months after the date of
grant. Upon joining the Board, each new non-employee director receives an
option to purchase 2,000 shares, which becomes exercisable in full one year
after the date of grant.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on its review of copies of reporting forms and certifications of the
Company's directors and executive officers, the Company believes that all
filing requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its directors and executive officers in the year ended December
31, 1995 were satisfied.
6
<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 5, 1996, information regarding
the ownership of the Company's outstanding Common Stock by (i) each person
known to the Company to own, beneficially or of record, more than five percent
(5%) of the Common Stock, (ii) each director, (iii) the Named Officers, and
(iv) all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas R. McGuire 695,345(2) 13.4%
1982 Zanker Road
San Jose, CA 95112
Furman Selz Incorporated and 558,475(3) 10.8%
Brian P. Friedman
230 Park Avenue
New York, NY 10169
Wellington Management Company 416,000(4) 8.0%
75 State Street
Boston, Massachusetts 02109
Massachusetts Mutual Life 295,720(5) 5.7%
Insurance Company
1295 State Street
Springfield, MA 01111
Dimensional Fund Advisors Inc. 265,500(6) 5.1%
1299 Ocean Avenue
Santa Monica, CA 90401
John E. Turco 211,492(7) 4.1%
Louis B. Sullivan 128,470(7) 2.5%
Robert S. Throop 9,000(7) *
Ben A. Frydman 7,000(7) *
Sandra A. Knell 44,465(8) *
David A. Berger 27,244(8) *
Jeffrey R. Wannamaker 23,740(8) *
All directors and officers 1,713,661(9) 32.6%
as a group (11 persons)
</TABLE>
- --------------
* Less than 1%.
(1) Except as otherwise noted below, the persons named in the table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where
applicable.
(2) Includes an aggregate of 50,016 shares held in trust for the benefit
of Mr. McGuire's children, as to which Mr. McGuire disclaims
beneficial ownership, and 1,250 shares subject to outstanding stock
options exercisable during the 60-day period ending June 4, 1996.
(3) Includes 444,200 shares of Common Stock owned by Furman Selz Merchant
Partners LP ("FSMP"), a limited partnership of which a wholly-owned
subsidiary of Furman Selz Incorporated ("Furman Selz") is the general
partner; and 11,886 shares owned by the Furman Selz Profit Sharing
Plan. Does not include shares of Company Common Stock owned by
officers and directors of Furman Selz, except for shares held by Brian
P. Friedman, a director of the Company. Furman Selz disclaims
beneficial ownership of all shares owned by its officers and
directors, including Mr. Friedman. Includes
7
<PAGE> 8
65,889 shares held directly by Mr. Friedman, 10,000 shares held by a
family foundation established by Mr. Friedman, 500 shares held by his
wife as custodian for a minor child, and 26,000 shares of Common Stock
which he may purchase during the 60 day period ending June 4, 1996 by
exercise of stock options. Mr. Friedman may be deemed to share
beneficial ownership of the 444,200 shares owned by FSMP as a result
of his position as president of the general partner of FSMP. Mr.
Friedman disclaims beneficial ownership of the shares owned by Furman
Selz and the Furman Selz Profit Sharing Plan and the shares owned by
each other officer and director of Furman Selz.
(4) Wellington Management Company ("WMC"), a registered investment
advisor, may be deemed to have beneficial ownership of 416,000 shares
of common stock that are owned by numerous investment advisory
clients, none of which is known to have such interest with respect to
more than five percent of the class. As of December 31, 1995, WMC had
shared voting power as to 301,000 shares and shared dispositive power
as to 416,000 shares.
(5) Includes 164,967 shares of Common Stock beneficially owned by
Massachusetts Mutual Life Insurance Company ("MassMutual") and 130,752
shares of Common Stock beneficially owned by MassMutual Corporate
Investors. MassMutual is the investment advisor for MassMutual
Corporate Investors and, as such, may be deemed the beneficial owner
of shares owned by MassMutual Corporate Investors.
(6) In a report filed with the Securities and Exchange Commission,
Dimensional Fund Advisors, Inc., a registered investment advisor
("DFA"), has reported that all 265,500 shares are owned by advisory
clients of DFA and that DFA holds sole dispositive power with respect
to all 265,500 of such shares and sole voting power with respect to
193,200 of such shares. With respect to the 72,300 shares as to which
DFA disclaims voting power, DFA has reported that 28,700 and 43,600
shares, respectively, are held in the portfolios of DFA Investment
Dimensions Group Inc. and DFA Investment Trust Company, each of which
is a registered open-end investment company, and the voting power with
respect to such shares is exercised by officers of DFA in their
capacities as officers of those investment companies.
(7) Includes shares subject to outstanding stock options, as follows: Mr.
Turco -- 6,000 shares; Mr. Sullivan - 6,000 shares; Mr. Throop --
4,000 shares; and Mr. Frydman -- 6,000 shares.
(8) Includes shares subject to outstanding stock options exercisable
during the 60-day period ending June 4, 1996 as follows: Ms. Knell --
6,500 shares; Mr. Berger -- 6,500 shares and Mr. Wannamaker -- 9,300
shares.
(9) Includes 72,850 shares subject to outstanding stock options
exercisable during the 60-day period ending June 4, 1996. Does not
include shares as to which Mr. Friedman, a director of the Company,
disclaims a beneficial ownership. See Note 3 above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: April 25, 1996 THE COAST DISTRIBUTION SYSTEM
By: /s/ Sandra A. Knell
-----------------------------
Sandra A. Knell, Executive
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment on Form 10-K/A has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas R. McGuire* Chairman of the Board of Directors, April 25, 1996
- -------------------------------------- Chief Executive Officer and Director
Thomas R. McGuire
/s/ Sandra A. Knell Executive Vice President (Principal April 25, 1996
- -------------------------------------- Financial and Principal Accounting
Sandra A. Knell Officer)
/s/ John E. Turco* Director April 25, 1996
- --------------------------------------
John E. Turco
/s/ Louis B. Sullivan* Director April 25, 1996
- --------------------------------------
Louis B. Sullivan
/s/ Robert S. Throop* Director April 25, 1996
- --------------------------------------
Robert S. Throop
/s/ Ben A. Frydman* Director April 25, 1996
- --------------------------------------
Ben A. Frydman
/s/ Brian P. Friedman* Director April 25, 1996
- --------------------------------------
Brian P. Friedman
*By: /s/ Sandra A. Knell
---------------------------------
Sandra A. Knell
Attorney-in-Fact
</TABLE>
9
