<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K/A
(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, 1997
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
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THE COAST DISTRIBUTION SYSTEM
(Exact name of Registrant as specified in its charter)
California 94-2490990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1982 Zanker Road, San Jose, California 95112
(Address of principal executive (Zip Code)
offices)
(408) 436-8611
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(NAME OF EACH EXCHANGE ON
(TITLE OF CLASS) WHICH REGISTERED)
- -------------------------------- --------------------------------
Common Stock, without par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 17, 1998, the aggregate market value of the Common Stock held
by non-affiliates was approximately $11,180,000.
As of March 17, 1998, a total of 5,246,879 shares of Registrant's Common
Stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
NONE
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Thomas R. McGuire 54 Chairman of the Board,
Co-Chief Executive Officer and Director
Sandra A. Knell 40 Executive Vice President - Finance,
Chief Financial Officer and Secretary
Jeffrey R. Wannamaker 37 Executive Vice President - Distribution
David A. Berger 44 Executive Vice President - Marine Sales and
Marketing
Dennis A. Castagnola 50 Senior Vice President - Proprietary Products
Louis B. Sullivan 72 Director
John E. Turco 67 Director
Brian P. Friedman 42 Director
Ben A. Frydman 51 Director
Robert S. Throop 60 Director
</TABLE>
Thomas R. McGuire 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.
Sandra A. Knell has been the Company's Executive Vice President -
Finance, Chief Financial Officer and Secretary since August 1985. Mrs. Knell
is a Certified Public Accountant.
Jeffrey R. Wannamaker, who joined the Company in 1984, has been
Executive Vice President Operations since 1995. From 1991 and until his
promotion to Executive Vice President, Mr. Wannamaker held the position of
Senior Vice President - Branch Operations of the Company. Prior to that time he
held various other management positions with the Company. In 1997, Mr.
Wannamaker was appointed as President of the Company's Coast Distribution
Division which markets and supplies products to RV and boating After-Market
Customers.
David A. Berger 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.
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Dennis A. Castagnola 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. In 1997, Mr. Castagnola was appointed as President of the Company's new
DTS Division which markets and supplies proprietary products to RV and boating
manufacturers and to customers in markets other than the RV and boating
After-Market.
Louis B. Sullivan has served as a director since 1977, and has been a
rancher and private investor since March 1984.
John E. Turco has served as a director since 1977, and has been a
private investor since 1988, investing primarily in agricultural businesses.
Brian P. Friedman 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 has served as a director sine 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 1997.
Robert S. Throop has served as a director since 1995. Until his
retirement in late 1996, and for more than five years prior thereto, Mr. Throop
was 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.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three
fiscal years ended December 31, 1997, by the Company's Chief Executive Officer,
and the other executive officers whose aggregate cash compensation for services
rendered to the Company in all capacities in 1997 exceeded $100,000
(collectively, the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- ----------------------
AWARDS
------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL OPTIONS
POSITION YEAR SALARY($) BONUS(1) ( # )
- --------------------------- ---- ------------ ------------ ---------
<S> <C> <C> <C> <C>
Thomas R. McGuire 1997 $ 248,303 $ -0- 47,500
Chairman of the Board and 1996 263,532 59,250 -0-
Chief Executive Officer 1995 257,765 -0- 12,500
Sandra A. Knell 1997 134,039 -0- 20,000
Chief Financial Officer and 1996 121,192 30,500 -0-
Executive Vice President 1995 101,442 -0- 5,000
Jeffrey R. Wannamaker 1997 134,039 -0- 20,000
Executive Vice President 1996 121,192 30,500 -0-
1995 101,442 -0- 5,000
David A. Berger 1997 106,542 -0- 20,000
Executive Vice President 1996 102,248 30,500 -0-
1995 101,442 -0- 5,000
Dennis A. Castagnola 1997 108,437 -0- 12,500
Senior Vice President 1996 94,313 22,100 -0-
1995 76,082 -0- 2,500
</TABLE>
- ----------
(1) Bonuses were awarded under annual incentive compensation plans.
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OPTION GRANTS
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE OF
SECURITIES TOTAL OPTIONS OPTIONS AT ASSUMED ANNUAL
UNDERLYING GRANTED TO EXERCISE RATES
OPTIONS ALL EMPLOYEES PRICE EXPIRATION OF STOCK PRICE APPRECIATION FOR
NAME GRANTED(1) IN FISCAL YEAR(2) ($/SHARE)(3) DATE OPTION TERM(4)
- ------------------------ ---------- ----------------- ------------ ---- -------------------------------
5% 10%
--------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas R. McGuire 47,500 30.9% $ 4.125 1/16/07 $123,215 $312,265
Sandra A. Knell 20,000 13.0 4.125 1/16/07 51,880 131,480
Jeffrey R. Wannamaker 20,000 13.0 4.125 1/16/07 51,880 131,480
David A. Berger 20,000 13.0 4.125 1/16/07 51,880 131,480
Dennis A. Castagnola 12,500 8.1 4.125 1/16/07 32,425 82,175
</TABLE>
- -----------------
(1) These options vest in five equal annual installments of 20% 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 153,500 shares were granted to all
employees in fiscal 1997, including the Named Officers. Each non-employee
director received options to purchase 2,000 shares in 1997.
(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
arbitrary compounded rates of growth of the price of the Company's stock of
5% and 10% per year.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
There were no option exercises by any of the Named Officers in 1997. The
following table provides information with respect to the number and the value of
unexercised in-the-money options held by the Named Officers as of December 31,
1997.
<TABLE>
<CAPTION>
Number of Securities Underlying Unexercised Options Value of Unexercised In-the-Money Options at
Name at December 31, 1997 December 31, 1997(1)
- ------------------------ Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas R. McGuire 13,250 46,750 $ -0- $ -0-
Sandra A. Knell 27,500 19,500 -0- -0-
Jeffrey R. Wannamaker 27,500 19,500 -0- -0-
David A. Berger 27,500 19,500 -0- -0-
Dennis A. Castagnola 4,050 11,750 -0- -0-
</TABLE>
- -----------------
(1) The closing price of the Company's common stock on December 31, 1997 on the
American Stock Exchange was $3.125.
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COMPENSATION COMMITTEE INTERLOCKS
In fiscal 1997, the members of the Compensation Committee were Louis B.
Sullivan, Robert S. Throop, and John E. Turco, each of whom is a non-employee
director of the Company.
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, 1996 were satisfied.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 17, 1998, information
regarding the ownership of the Company's outstanding common stock by each person
known to management to own, beneficially or of record, more than five percent
(5%) of the common stock and by each director and the Named Officers of the
Company and 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 657,329(2) 12.5%
1982 Zanker Road
San Jose, CA 95112
Linder Growth Fund 501,000(3) 9.5%
Ryback Management Corporation
7711 Carondelet Avenue
P.O. Box 16900
St. Louis, MO 63105
Dimensional Fund Advisors Inc. 404,600(4) 7.7%
1299 Ocean Avenue
Santa Monica, CA 90401
Xerox Corporation 403,914 7.7%
800 Long Ridge Road
Stamford, CT 06904
John E. Turco 220,192(5) 4.2%
Louis B. Sullivan 128,470(5) 2.4%
Brian P. Friedman 108,813(6) 2.1%
Ben A. Frydman 11,000(5) *
Robert S. Throop 13,000(5) *
Sandra A. Knell 65,465(7) 1.2%
Jeffrey R. Wannamaker 45,490(7) *
David A. Berger 45,831(7) *
Dennis A. Castagnola 8,596(7) *
All directors and officers 1,304,186(8) 24.1%
as a group (10 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) Does not include an aggregate of 50,016 shares held in trust for the
benefit of Mr. McGuire's adult children, as to which Mr. McGuire disclaims
beneficial ownership. Includes 13,250 shares subject to outstanding stock
options exercisable during the 60-day period ending May 17, 1998.
(3) Based on information contained in a report filed with the Securities and
Exchange Commission by Ryback Management Corporation ("Ryback"), Linder
Growth Fund, a registered investment company ("Linder"), holds sole voting
and dispositive power with respect to all 501,000 shares. Ryback is
Linder's Registered Investor Advisor.
(4) In a report filed with the Securities and Exchange Commission, Dimensional
Fund Advisors, Inc., a registered investment advisor ("DFA"), has reported
that all 404,600 shares are held in portfolios of DFA Investment Dimensions
Group, Inc., a registered open ended investment company or in series
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<PAGE> 8
of the DFA Investment Trust Company, a Delaware business trust , or the DFA
Group Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans for which DFA serves as investment
manager. DFA disclaims beneficial ownership of all such shares.
(5) Includes shares subject to outstanding stock options, as follows: Mr.
Sullivan -- 10,000 shares; Mr. Turco -- 10,000 shares; Mr. Frydman --
10,000 shares; and Mr. Throop -- 8,000 shares.
(6) Includes 68,313 shares owned directly by Mr. Friedman, 10,000 shares owned
by a family foundation, 500 shares held by his wife as custodian for a
minor child, and 30,000 shares which may be purchased by exercise of stock
options.
(7) Includes shares subject to outstanding stock options exercisable during the
60-day period ending May 17, 1998, as follows: Ms. Knell -- 27,500 shares;
Mr. Wannamaker -- 27,500 shares; Mr. Berger -- 27,500 shares; and Mr.
Castagnola -- 4,050 shares.
(8) Includes 167,800 shares subject to outstanding stock options exercisable
during the 60-day period ending May 17, 1998.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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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 27, 1998 THE COAST DISTRIBUTION SYSTEM
By: /s/ Thomas R. McGuire
-------------------------------------
Thomas R. McGuire,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment on Form 10K/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, Chief April 27, 1998
Thomas R. McGuire Executive Officer and Director
/s/ Sandra A. Knell
- ----------------------- Executive Vice President (Principal Financial April 27, 1998
Sandra A. Knell and Principal Accounting Officer)
/s/ John E. Turco* Director April 27, 1998
- -----------------------
John E. Turco
- ----------------------- Director April __, 1998
Louis B. Sullivan
/s/ Robert S. Throop* Director April 27, 1998
- -----------------------
Robert S. Throop
/s/ Ben A. Frydman* Director April 27, 1998
- -----------------------
Ben A. Frydman
/s/ Brian P. Friedman* Director April 27, 1998
- -----------------------
Brian P. Friedman
</TABLE>
*By: /s/ Sandra A. Knell
--------------------
Sandra A. Knell,
Attorney-in-Fact
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