SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
NVF COMPANY
(Exact name of Registrant as specified in charter)
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report on Form 10-K for the year ended December 31, 1995, as set
forth in the pages attached hereto:
PART III - ITEMS 10, 11, 12 and 13
<PAGE>
PART III
Item 10. Directors and Executive Officers.
(a) Identification of Directors.
Information regarding each director or NVF Company (the
"Company"), his or her principal occupation during the past five
years and current directorships is set forth below. Unless
otherwise indicated, all directors have had the indicated principal
occupations for the past five years or more. Each director has
been elected to serve until the next annual meeting of stockholders
and until his or her successor is duly chosen and qualified or
until his or her prior death, resignation or removal.
Richard L. Beltzhoover, 57, is the President of Insul-
Representatives, Inc., a position he has held since 1975.
He has been a director of Indy Connection Limousines,
Inc. since 1983. He has been a director of the Company
since December 1994 as a result of an agreement between
Mr. Beltzhoover and the Company. Such agreement called
for Mr. Beltzhoover to withdraw certain motions filed in
Bankruptcy Court, not to refile, initiate, commence or
resurrect any of the motions at any time before July 31,
1995 and not to seek reimbursement from the Company for
any expenses incurred as a result of his efforts. In
turn, the Company elected Richard Beltzhoover and Kim Del
Fabro to its Board of Directors.
Brenda N. Castellano, 40, is the Executive Vice President
of the Company which position she has held since December
1990. From March 1988 until April 23, 1993, she was
employed by DWG and certain of its subsidiaries. She was
Executive Vice President and Assistant Secretary of DWG
from October 1990 until April 23, 1993 (Senior Vice
President and Assistant Secretary from July 1989 to
October 1990 and a director of such corporation from July
1988 to October 1990). In addition, she had also been
Senior Vice President and a director of APL from
September 1989 until February 1994 when a trustee was
appointed. She has been a director of Salem since March
1989 and Vice President and Assistant Secretary of Salem
since October 1989. She is also President of Brenda
Nestor Assoc. Inc., a real estate investment, property
management and sales firm, and Executive Vice President
and Secretary and a director of SMC. Ms. Castellano has
been a director of First Security and Investment
Corporation since October 1994. She has been a director
of the Company since March 1989.
Melvin R. Colvin, 75, is the Executive Vice President of
SMC. Mr. Colvin was Senior Vice President of the Company
until his retirement on September 1, 1991. Until
September 1, 1991, Mr. Colvin was also Senior Vice
President of DWG, Southeastern, APL, PEC and Birdsboro
and Vice President of National Propane. Mr. Colvin has
been a director of Salem since 1984. Mr. Colvin was a
director of APL until February 1994 when a trustee was
appointed. Until April 23, 1993, he was also a director
of DWG, Wilson and Southeastern. He was also a director
of PEC and Birdsboro until their filing under the
bankruptcy Code in February 1992. Mr. Colvin has been a
director and Chairman of the Board of First Security and
Investment Corporation since October 1994. He has been
a director of the Company since 1988.
Kim Del Fabro, 42, is President and Owner of KD &
Associates Professional Corporation. He was also a
partner in the firm Norkus & Del Fabro from 1985 to 1990.
He is also a director and Treasurer of Indy Connection
Limousines, Inc. since 1983, Orion Liquors, Inc. since
1987 and Orion Liquors - Fry Road Inc, since 1991. He
was also a director of Hunt Graphics, Inc. from April
1993 until September 1993 and a director and Treasurer of
Chem-Con, Inc. from 1986 until 1990. He has been a
director of the Company since December 1994 as a result
of an agreement between Mr. Beltzhoover and the Company.
Such agreement called for Mr. Beltzhoover to withdraw
certain motions filed in Bankruptcy Court, not to refile,
initiate, commence or resurrect any of the motions at any
time before July 31, 1995 and not to seek reimbursement
from the Company for any expenses incurred as a result of
his efforts. In turn, the Company elected Richard
Beltzhoover and Kim Del Fabro to its Board of Directors.
Marco B. Loffredo, Jr. 46, is a self-employed practicing
attorney in North Miami, Florida. Mr. Loffredo was
elected Acting Secretary of the Company in May 1993.
From October 1994 until June 1995, Mr. Loffredo has
served as President of a subsidiary of SMC, Security
Financial & Investment Corporation d/b/a Riviera
Cabinets. He has been a director of Salem Corporation
since March 1987, Secretary since June 1993 and Chairman
of the Board since April 26, 1994. Mr. Loffredo had been
a director of APL from November 1986 until June 1995 and
has served as its President, Chief Executive Officer and
Chairman from August 13, 1993 until June 1995. Until
April 23, 1993, he was a director of Southeastern,
Wilson, Graniteville and National Propane and was a
director of DWG from December 1986 through December 1991.
In addition, from April 1987 until its filing under the
Bankruptcy Code in February 1992, he was a director of
PEC and from September 1987 until its filing under the
Bankruptcy Code in February, 1992, he was a director of
Birdsboro. Mr. Loffredo has also served as a trustee of
North Shore Medical Center, Miami, Florida, from November
1990 until August 1994. He has been a director of the
Company since February 1987.
Bernard I. Posner, 79, is Vice President of SMC. Mr.
Posner was Senior Vice President of the Company until
September 1, 1991. Until September 1, 1991, Mr. Posner
was also Senior Vice President of DWG, Wilson,
Southeastern, APL, Salem, PEC, Birdsboro and National
Propane. Until April 23, 1993, Mr. Posner was also a
director of DWG, Wilson and Southeastern. He was also a
director of PEC and Birdsboro until their bankruptcy
filing under the Bankruptcy Code in February 1992. He
was a director of APL until February 1994, when a trustee
was appointed. Mr. Posner is a director of Salem since
1984. He has been a director of the Company since 1970.
Martin J. Posner, 48, is the Executive Vice President of
the Company which position he has held since June 1988.
Since July 1988, Mr. Posner has also been a director of
Salem. In addition until April 23, 1993, he was a
director of Southeastern and DWG. He has been a director
of the Company since 1979.
Willie C. Robinson, 61, is President of W.C. Robinson and
Associates Inc., a consulting firm. Dr. Robinson had
been a director of APL from September 1989 until February
1994, when a trustee was appointed. Dr Robinson was a
director of Salem from November 1991 until July 1993.
From December 1991 until April 23, 1993, Dr. Robinson was
a director of DWG, from January 1992 until April 23, 1993
he was also a director of Southeastern, and from June
1992 until April 23, 1993, he was a director of Wilson.
For more than six years he has also been a director of
Central Life Insurance Company of Florida, which provides
life insurance services. In addition, Dr. Robinson is a
member of the Board of Trustees at the University of
Miami and was a director of Eastern Airlines, Inc., which
was engaged in the airline business until it discontinued
operations in January 1991, Southeast Bank, N.A., which
provided banking services until it was declared insolvent
on a liquidity basis by the office of the Comptroller of
the Currency in September 1991, and of its parent,
Southeast Banking Corporation, which was a bank holding
company until September 1991. He has been a director of
the Company since 1986.
T. M. Thompson, 78, is retired. He is a former Chairman
and Chief Executive Officer of GATX Corporation, which
provides capital equipment and services for extracting,
processing and distributing dry and liquid bulk
commodities. Mr. Thompson is a director of American Ship
Building Company, which is engaged in ship building and
ship repairs. He was a director of APL until February
1994, when a trustee was appointed. In addition, he was
a director of DWG from October 1991 until April 23, 1993.
He has been a director of the Company since 1979.
(b) Identification of Executive Officer.
The executive officers of the Company at December 31,
1995 are listed below.
Year First
Elected
Name Title Age Officer
John J. McNaboe Executive Vice President 59 1991
and Chief Operating Officer
Brenda N. Castellano* Executive Vice President 40 1990
Marco B. Loffredo, Jr.* Acting Secretary 46 1993
Martin J. Posner* Executive Vice President 48 1988
Robert W. Flack Acting Chief Financial
Officer 45 1993
William J. Campbell Executive Vice President 64 1995
Those executive officers who are also directors of the
Company are designated by an asterisk (*), and their business
experience during the past five years is set forth in the table in
"Item 10(a) - Identification of Directors".
Mr. McNaboe, who was elected Executive Vice President and
Chief Operating Officer of the Company in November 1991, has been
employed by the Company since January 1991. Mr. McNaboe was a
private business consultant from August 1989 until December 1990.
For more than ten years prior thereto, Mr. McNaboe was Vice
President and Chief Operating Officer of Universal Brands, Inc.
which was engaged in importing and distributing alcoholic
beverages, water and fruit beverages and truck leasing.
Mr. Flack was employed by Pennsylvania Engineering
Corporation from January 1974 until February 1992. He was Vice
President of Finance from February 1988 until their filing under
the Bankruptcy Code in February 1992. He has been employed by the
Company as Corporate Controller since April 1992 and as Acting
Chief Financial Officer since May 1993.
Mr. Campbell has been employed by the Company since 1974.
He has been Senior Vice President - Administration since 1990. He
was elected Executive Vice President of the Company in April 1995
with the Board of Directors recognizing that Mr. Campbell had been
acting in said capacity and affirmed and ratified his actions
therein.
As stated below, all of the Company's executive officers
named above, with the exception of Mr. McNaboe, Mr. Flack and Mr.
Campbell also perform services for and hold offices with other
corporations affiliated with the Company.
The term of office of each executive officer is one year
and until his or her successor is duly elected and qualified or
until his or her death, resignation or removal.
(c) Identification of Certain Significant Employees.
Not Applicable
(d) Family Relationships.
Victor Posner and Stephen Posner are father and son.
Bernard Posner is Victor Posner's brother. Martin Posner is
Bernard Posner's son and nephew to Victor Posner and cousins to
Stephen Posner.
(e) Business Relationships
The business experience of those executive officers who
are directors is set forth in "Item 10(a) - Identification of
Directors" and the business experience of those executive officers
who are not also directors of the Company is set forth in "Item
10(b) - Identification of Executive Officers".
In connection with the information called for by this
Item 10(e), the Company owned approximately 68.1% of the
outstanding common stock of APL until June 8, 1995 when the
Bankruptcy Court gave final confirmation to a plan of
reorganization under which all outstanding stock of APL was
cancelled. The reorganized APL issued shares of new common stock
to SMC which is now its sole shareholder. APL owned approximately
52.9% of the outstanding common stock of Fischbach until its
acquisition by American International Group, Inc. in July 1990.
Until December 1990, the effective date of the Sharon
Reorganization Plan, the Company owned approximately 74% of the
outstanding common stock of Sharon (with an additional
approximately 12.2% owned by Chesapeake Insurance Company Limited).
All such stock was canceled upon the effectiveness of such plan.
Sharon owned approximately 85% of the outstanding common stock of
its subsidiary, Alaska Gold. In connection with the Sharon
Reorganization Plan, such stock was transferred to a newly-formed
entity owned by certain creditors of Sharon. Sharon and its
subsidiaries had previously ceased to be subsidiaries of the
Company in January 1988 by reason of the appointment of a trustee
for Sharon in its proceedings under the Federal Bankruptcy Code.
Victor Posner also owns approximately 49% of the outstanding common
stock of Salem. Victor Posner and/or SMC may be deemed to be
"parents" of the Company, APL, Salem and their respective
subsidiaries and all such companies may be deemed to be
"affiliates" of each other. All of the stock of SMC is owned by
Victor Posner, a foundation created by Victor Posner and trusts
created for the benefit of Victor Posner and his children.
The principal businesses of such corporations are as
follows:
APL was engaged in the design, production and sale of
housewares and giftware made of plastic and was engaged in the
manufacture of building products, including wood cabinets. Salem
designs, engineers and constructs heavy industrial equipment
primarily for the metals and coal industry; SMC is a real estate
developer and investor in real estate and securities.
Sharon was, until the effectiveness of the Sharon
Reorganization Plan in December l990, primarily a producer of hot
and cold flat rolled steels in carbon and alloy grades, carbon and
alloy steels used by the forging industry and coated flat rolled
steel and was also engaged in the fabrication and sale of copper
and brass products, in natural resource operations, consisting
principally of coal mining, and in the manufacture and sale of
welded stainless steel pipe and tubing and steel strapping; Alaska
Gold mines placer gold principally in Nome, Alaska.
In addition, until they filed for relief under Chapter 7
of the Federal Bankruptcy Code in the United States Bankruptcy
Court for the Western District of Pennsylvania on February 4, l992,
PEC and Birdsboro may be deemed to have been "affiliates" of the
Company. Until such filings, PEC historically engaged primarily in
the engineering and construction of steel-making and processing
facilities, and the design, engineering and supply of heavy capital
equipment for the steel industry and the construction of solid
waste management disposal resource recovery facilities and
Birdsboro engaged in the sale of spare parts for metal processing
machinery equipment and, to a lesser extent, production of machine
shop orders.
The directorships held by each director of the Company in
any company with a class of securities registered pursuant to
Section l2 of the Securities Exchange Act of l934, as amended, or
subject to Section l5(d) of such act or any company registered as
an investment company under the Investment company act of l940, as
amended, is set forth in Item l0(a). The information set forth in
such Items l0(a) and l0(b) is hereby incorporated herein by
reference.
(f) Involvement in certain legal proceedings.
On August 27, 1993 three creditors of NVF filed an
involuntary bankruptcy petition against NVF under Chapter 11 of the
Bankruptcy Code in Bankruptcy Court, Case No. 93-1020. On
September 15, 1993, NVF filed its answer to the involuntary
petition, and an order for relief was entered by the Bankruptcy
Court. NVF continues to operate its business and is in possession
of its assets as a debtor in possession in accordance with the
Bankruptcy Code. No trustee or examiner has been appointed.
The investment banking firm, Alex. Brown & Sons
Incorporated ("Alex. Brown"), made procedural recommendations that
were agreed upon by NVF and the Committee and approved by the
Bankruptcy Court. Alex. Brown implemented those procedures and
recommended to NVF and the Committee what they believe to be the
highest and best offer which would realize the greatest value to
the creditors. In accordance with the procedures approved by the
Bankruptcy Court, Alex. Brown contacted a total of 147 potential
purchasers for NVF. On July 24, 1995 Alex. Brown submitted its
recommendation to the Bankruptcy Court under seal. On August 3,
1995 a hearing was held in the Bankruptcy Court on an Emergency
Motion of First Security and Investment Corporation ("First
Security") and Security Management Corporation for Examination of
Alex. Brown & Sons, Inc. Pursuant to Federal Rule of Bankruptcy
Procedure 2004. As a result of this hearing, the Court had
permitted First Security to conduct an examination to review the
findings and conclusions of Alex. Brown's decision. Eventually,
Alex Brown determined that the bid by First Security was the
highest and the best bid. On October 27, 1995, NVF and the
Committee filed their motion with the Bankruptcy Court seeking
approval to enter into and execute a stock purchase agreement with
First Security. On December 29, 1995 the Bankruptcy Court signed
an order approving the bid of First Security as the highest and
best bid. On January 29, 1996 the Joint Plan of Reorganization of
NVF Company and The Official Committee of Unsecured Creditors and
the Disclosure Statement was filed with the Bankruptcy Court (See
Form 8-K dated January 29, 1996, Exhibits 2 and 99). On March 4,
1996 the Bankruptcy Court approved the Disclosure Statement. The
Disclosure Statement and Reorganization Plan have been submitted to
the creditors for vote. A hearing date in Bankruptcy Court
concerning confirmation of the Plan has been scheduled for April
25, 1996.
On June 25, 1993 an involuntary bankruptcy petition was filed
against APL. On July 23, 1993, APL filed a motion in the
Bankruptcy Court for the Southern District of Florida and obtained
an order on July 27, 1993 converting the involuntary petition to a
voluntary case under Chapter 11 of the Bankruptcy Code. On or
about February 24, 1995, a Disclosure Statement For Creditors'
Committee's Plan of Reorganization was filed in the APL bankruptcy
case. A hearing on the Disclosure Statement in the APL case was
held on April 6, 1995 and the Disclosure Statement was approved on
April 15, 1995. The Plan was confirmed on June 8, 1995. Due to
the fact that NVF no longer has control over APL, statements
presented herein have been restated to reflect APL as a
discontinued operation and to reflect the deconsolidation of APL
effective June 30, 1993. The Company had approximately $2.5
million face value of APL's 10-3/4% Subordinated Sinking Fund
Debentures. However a settlement of litigation commenced by the
Committee called for the holders of 11-3/4% Secured NVF Promissory
Notes to return such notes in exchange for the return of the APL
10-3/4% Subordinated Sinking Fund Debentures.
On December 1, 1993, in an action brought by the
Securities & Exchange Commission not involving the Company, a judge
in the United States District Court for the Southern District of
New York issued a decision stating that the Court would issue a
decree, among other things, barring Victor Posner and Steven Posner
from serving as officers and directors of any reporting company
under the Securities Exchange Act of 1934, as amended, and ordering
that the stock Victor Posner and Steven Posner own in reporting
companies which they control (as defined in that Act) be placed in
voting trusts. On December 29, 1993 such decree was issued.
On February l8, l994, the District Court entered a trust
order under which Victor Posner and Steven Posner were required to
deliver to George H. Heyman, Jr., Trustee, all such stock Victor
Posner and Steven Posner own in reporting companies they control.
Under the terms of the trust, the Trustee is required to vote all
Trust Securities upon any proposal (other than the election of
directors) submitted to a vote of security holders in proportion to
the votes cast by the other holders. As an example, if 5l% of the
votes cast by the other holders are in favor of a proposal and 49%
are against it, 5l% of the Trust Securities are to be voted in
favor of the proposal and 49% are to be voted against the proposal.
Similarly, in the election of directors where cumulative voting is
not provided for, the Trust securities are to be voted in the same
proportion for each nominee as the other security holders vote.
Where cumulative voting is permitted, to the greatest extent
possible, the Trust Securities are to be voted in proportion to the
votes cast for those nominees equal in number to the number of
vacancies on the board of directors to be filled who would have
been elected had the Trust Securities not been voted.
Notwithstanding the foregoing, unless otherwise ordered by the
District Court, the Trustee, in his sole discretion, may depart
from the proportionate voting provisions of the Trust in any manner
he deems necessary in order to act in accordance with the purposes
of the District Court's judgment. The Trustee must, however, give
ten days' advance written notice to the District Court, the SEC,
Victor Posner and Steven Posner before voting any of the Trust
Securities in such manner.
The Trustee is not permitted to sell, transfer or
encumber the Trust Securities. After ten days' advance written
notice to the SEC and compliance with the registration provisions
of applicable state and federal securities laws and certain other
conditions of the trust, Victor Posner and Steven Posner may direct
that Trust Securities be sold, transferred or pledged. If an
issuer of Trust Securities ceases to be a reporting company under
the Exchange Act, such securities are no longer to be subject to
the trust and are to be returned to the Posners. Unless sooner
terminated by the agreement of Victor Posner, Steven Posner and the
SEC, and an order of the District Court, the trust will terminate
upon the deaths of both Victor Posner and Steven Posner.
On January 4, l994 Victor Posner resigned his positions
as Director, Chairman of the Board, President and Chief Executive
Officer of the Company. The United States Court of Appeals for the
Second Circuit has affirmed the lower court's judgment and certiori
has been denied by the United States Supreme Court.
On February 4, l993, PEC and its subsidiaries, Birdsboro
and Lectromelt Corporation, filed petitions for relief under
Chapter 7 of the Bankruptcy Code in the United States Bankruptcy
Court for the Western District of Pennsylvania. A Trustee was
appointed in such proceedings on February 7, l992. In accordance
with Chapter 7 of the Bankruptcy Code, upon such appointment the
Trustee assumed jurisdiction over the assets and all powers with
respect to the business of PEC and its subsidiaries and their
respective board of directors and officers thereupon cease to have
any power or authority with respect to the management of PEC.
Certain of the executive officers of the Company were also
executive officers of PEC and its subsidiaries, including
Birdsboro, until the appointment of such Trustee and, as described
elsewhere herein, certain directors of the Company were also
directors of PEC and Birdsboro.
Dr. Robinson was a director of Southeast Banking
Corporation ("Southeast") which the Company is informed filed a
voluntary petition under Chapter 7 of the Bankruptcy Code on
September 20, l99l following the closing of Southeast's banking
subsidiaries on September l9, l99l by bank regulatory authorities.
Dr Robinson was also a director of Southeast Bank N.A., Southeast's
principal banking subsidiary, which the Company is informed was
declared insolvent on a liquidity basis by the Office of the
Comptroller of the Currency on September l9, l99l and for which the
Federal Deposit Insurance Corporation was appointed as receiver.
In addition, Dr. Robinson was the director of Eastern Airlines,
Inc. ("Eastern"), which the Company is informed filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in
March l989. The Company is informed that from March 1989 until
April 1990, Eastern was operated as a debtor in possession under
the Bankruptcy Code. In addition, the Company is informed that in
April l990 the Bankruptcy court appointed a trustee to replace the
debtor in possession and to operate Eastern as a going concern and
that by appointment of such trustee the Board of Directors of
Eastern no longer controlled its business and operations. The
Company is also informed that on January l9, l99l, Eastern ceased
operations and commenced an orderly liquidation of its assets under
Chapter 11 of the Bankruptcy Code.
(g) Information concerning delinquent filers
To the best of NVF's knowledge, no disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K of the
Securities and Exchange Commission is required to be contained
herein.
Item 11. Executive Compensation.
(a) Summary of Cash and Certain Other Compensation
The following Summary Compensation Table sets forth
compensation awarded to, earned by or paid to the most highly
compensated executive officer of the Company (no other executive
officer of the Company having had total annual salary and bonus in
excess of $l00,000 in the most recently completed fiscal year and
there was no Chief Executive Officer) during the fiscal years ended
December 3l, l995, l994 and l993 for services rendered in all
capacities to the Company and its subsidiaries.
SUMMARY COMPENSATION TABLE(1)
Annual Compensation
(a) (b) (c) (d) (e) (i)
Other All
Annual Other
Name and Compen- Compen-
Principal Fiscal sation sation
Position Year Salary($) Bonus($)(2) ($) ($)(3)
JOHN J. McNABOE 1995 $300,000 75,000 (2) -
Executive Vice 1994 $300,000 75,000 (3) -
President and Chief 1993 $300,000 75,000 (3) -
Operating Officer
of the Company
________________________
(1) The section of table entitled "Long-Term Compensation" which
section is designated for the reporting of restricted stock,
options and stock appreciation right awards and the reporting
of long-term incentive plan payout, has been deleted as no
such compensation of a type required to be reported thereunder
was awarded to, earned by or, paid to any of the named
executive officers during the period covered by the table.
Information in columns (e) and (i) is set forth in accordance
with the regulations of the Securities and Exchange
Commission.
(2) The Company has a management incentive plan in which officers
of the Company and its subsidiaries including the person(s)
named in the foregoing table participate. Such plan contains
a formula based on operating earnings and earnings from sales
of assets providing for an annual accrual under such formula
for management incentive awards. Nothing was accrued under
the formula provided in the Company's management incentive
plan in respect of 1995. No awards have been made under such
plan nor have the amounts available under such plan been
allocated to any individual.
(3) Does not included any perquisite or other personal benefit to
any named executive officer because the aggregate amount of
such compensation did not exceed the lesser of either $50,000
or 10% of the total annual salary and bonus reported for any
such named executive in columns (c) and (d).
(b) Certain Pension Plan Information
Certain of the individuals named in the summary Compensation
Table set forth under: Item II(a) - Summary of Cash and Certain
Other Compensation" and certain other executive officers of the
Company are covered by the defined benefit retirement plans of the
Company. For the purposes of the Company's plan, earnings for
employees other than elected or appointed officers are defined as
an employee's aggregate earnings exclusive of management bonuses
paid for the preceding calendar year. For employees who are
elected or appointed officers, "earnings" means basic compensation.
The Employees' Pension Plan of NVF Company ("NVF Salaried
Plan") was frozen effective January 1, 1989 and from such date
ceased to accrue benefit service for plan participants; the APL
Shelter Products, Corp. Employees Retirement Plan ("APL Shelter
Plan") was frozen effective February 28, 1989 and plan participants
will not receive accrued benefit service from such date and the APL
1977 Employees Retirement Plan ("APL Retirement Plan") was
terminated effective June 30, 1989.
In compliance with the required minimum distribution rules of
the Internal Revenue Code, Victor Posner is receiving annual
pension in the amount of $81,472 from the NVF Salaried Plan, $4,521
from the APL Shelter Plan and $4,790 from the APL Retirement Plan.
The following table sets forth the approximate annual pension
which an officer may receive under the NVF Salaried Plan upon
retirement at age 65, based on the indicated assumptions as to
salary and years of service. The annual benefit upon retirement
under the NVF Salaried Plan is based upon career average annual
salary (excluding management bonuses). Benefits listed in the
following table are not subject to deduction for Social Security or
other offset amounts.
Career
Annual 15 Years 25 Years 35 Years
Salary Of Service Of Service Of Service
$ 50,000 10,755 17,925 25,095
100,000 22,005 36,675 51,345
150,000 33,255 55,425 77,595
200,000 44,505 74,175 103,845
300,000 67,005 111,675 156,345
400,000 89,505 149,175 208,845
500,000 112,005 186,675 261,345
600,000 134,505 224,175 313,845
700,000 157,005 261,675 366,345
800,000 179,505 299,175 418,845
900,000 202,005 366,675 471,345
1,000,000 224,505 374,175 523,845
1,100,000 247,005 411,675 576,345
1,200,000 269,505 449,175 628,845
No current executive officer has any benefit accrued under
this plan.
Options, warrants or rights
Certain former officers of the Company had participated in the
Company's 1970 Stock Option Plan. All options under the Company's
1970 Stock Option Plan may have been exercised in whole or in part
at any time and were granted at not less than 100% of the fair
market value per share of the Company's common stock on the date of
grant. No options were granted in tandem with stock appreciation
rights and there are no outstanding stock appreciation rights. At
December 31, 1995, no options were outstanding. During such year,
no options under the Plan described above were granted to, extended
or exercised by any executive officer named in the Summary
Compensation Table set forth under "Item 11 (a) - Summary of Cash
and Certain Other Compensation" or any other executive officer of
the Company. No executive officer currently holds any options
under the plan.
In addition to the foregoing, APL had a stock option plan and
PEC had a stock purchase plan and a stock option plan. In their
respective management capacities with such affiliated companies,
certain officers of the Company participate or have participated
under certain of such plans.
(d) Compensation of Directors.
Each member of the Company's Board of Directors, other than
directors of the Company who are also employed by or are
consultants to the Company or its affiliates, receives an annual
retainer of $5,000, plus $500 for each Board meeting attended in
person and $100 for each telephonic meeting. Non-employee members
of the committees of the Board of Directors are paid $500 for each
committee meeting attended in person ($750 in case of meetings of
the audit committee) and $100 for each telephonic meeting ($250 in
the case of meetings of the audit committee).
(e) Termination of Employment and Change in Control Arrangements
Not applicable.
(f) Compensation Committee Interlocks and Insider Participation.
During 1995 Melvin R. Colvin, Marco B. Loffredo, Jr., Thomas
M. Thompson and Willie C. Robinson were members of the Company's
Compensation Committee. Mr. Colvin also served as Senior Vice
President of the Company until his retirement on September 1, 1991.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners
The security ownership of each person known to the Company to
be beneficial owner of more than 5% of the Company's voting
securities as of March 30, 1996 is as follows:
Name and Address Amount and nature of Percent
of Beneficial Owner Beneficial Ownership of Class
Victor Posner 33,996,034 shares (1)(2) 36.4% (2)
6917 Collins Avenue
Miami Beach, Florida 33141
(1) Includes 15,907,069 shares of common stock owned by SMC. All
of the stock of SMC is owned by Victor Posner, a foundation
created by Victor Posner and trusts created for the benefit of
Victor Posner and his children. Victor Posner may be deemed
to be the beneficial owner of securities owned by SMC because
he controls investment power over such securities. The shares
of the Company's common stock held by Victor Posner referred
to above exclude 12,000 shares held in trust for one of Victor
Posner's grandchildren, in which Victor Posner disclaims any
beneficial interest.
(2) All such shares are held in trust pursuant to which the
trustee exercises voting control. Victor Posner and Steven
Posner have retained sole dispositive power with respect to
such shares. See "Involvement in Certain Legal Proceedings"
for description of the terms of such trust.
(b) Security Ownership of Management
The beneficial ownership of the Company's common stock by each
director of the Company who has such ownership, each of the
executive officers named in the Summary Compensation Table included
in "Item 11(a) - Summary of Cash and Other Compensation" and by all
officers and directors of the Company as a group, as of March 30,
1995, is set forth in the following table:
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership (1) Class (2)
Richard L. Beltzhoover 1,050,000 shares (3) 1.1%
Brenda Castellano 450,909 shares 0.5%
Kim Del Fabro 200,000 shares 0.2%
John McNaboe 100,000 shares 0.1%
Melvin R. Colvin 15,755 shares Nil
Bernard I. Posner 55,587 shares Nil
Martin J. Posner 8,926 shares Nil
Officers and directors of
the Company as a group
(7 persons) 1,881,177 shares 2.0%
(1) Except as otherwise noted, to the best knowledge of the
Company, each listed person has both sole voting power and
sole investment power as to the shares set forth opposite his
name in the table above.
(2) The percent of class shown for each individual named in the
table above assumed exercise by him of all his rights (such as
stock options) to acquire the Company's common stock, but
assumed no such exercise by any other person.
(3) The shares held by Richard L. Beltzhoover are owned by the
Insulation Representatives. Inc. Employees Pension Plan for
which Mr. Beltzhoover is trustee and has sole voting and
dispositive powers.
As described elsewhere herein as a result of the implement-
ation on June 7, 1991 of a Stipulation of Settlement in certain
litigation which had been pending in the Chancery of the State of
Delaware against the Company and its directors, the Company's
holdings of outstanding voting securities of APL increased from
approximately 27.9% to approximately 68.1% and APL became a
consolidated subsidiary of the Company until filing for bankruptcy
on June 25, 1993. On June 8, 1995 the Bankruptcy Court gave final
confirmation to a plan of reorganization under which all
outstanding stock of APL was cancelled. The reorganized APL issued
shares of new common stock to SMC which is now its sole
shareholder.
(c) Changes in Control
The shares of NVF Company common stock owned by Victor Posner
and Steven Posner were endorsed and delivered to George H. Heyman,
Jr., as Trustee, of a voting trust established in accordance with
the terms of a Trust Order entered by the United States District
Court for the Southern District of New York on March 2, 1994 in
Securities and Exchange Commission v. Drexel Burnham Lambert Inc.,
et at., 88 Civ 6209 (MP).
Item 13. Certain Relationships and Business Transactions.
(a) and (b) Transactions with Management and Others; Certain
Business Relationships.
In accordance with the instruction to Item 404 of Regulation
S-K, no information is given in response to any paragraph of Item
404 as to any compensation or other transaction reported in
response to Item 402 of Regulation S-K or as to any compensation or
transaction with respect to which information may be omitted
pursuant to any paragraph of Item 404 or Item 402 of such
regulation.
(c) Indebtedness of Management
None of the persons specified in Item 404 (c) of Regulation S-
K were indebted to the Company or any of its subsidiaries at any
time since January 1, 1994 and including April 29, 1996 in an
amount in excess of $60,000 except as described in paragraph (1) of
Item 13 above.
(d) Transactions with Promoters
Not applicable.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
NVF COMPANY
(Registrant)
By: /s/ Robert W. Flack
Robert W. Flack
Acting Chief Financial Officer
DATE: April 29, 1996
