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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
/x/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to __________
Commission file number 811-3584
--------------
LEVCOR INTERNATIONAL, INC.
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(Name of Small Business Issuer In Its Charter)
Delaware 06-0842701
------------------------------- --------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporated or Organization) Identification Number)
1071 Avenue of the Americas, New York, New York 10018
- ----------------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code (203) 264-7428
-----------------------------
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
par value $0.56 per share
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for
past 90 days.
Yes _X_ No _____
Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. / /
Issuer's revenues for the fiscal year ended December 31, 1997: $_________
As of March 30, 1998, 1,743,499 shares of Common Stock of the
issuer were outstanding and the aggregate market value of the voting
common stock held by non-affiliates, computed by reference to the sale
price of the Common Stock as of March 30, 1998, was approximately
$2,506,165.
Transitional Small Business Disclosure Format: Yes _____ No _X_
Documents incorporated by reference: None
Disclosure items omitted: Items 6, 7 and 13, and Exhibits 10.5 and 27,
listed herein.
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Table of Contents
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PART I
Page
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Item 1. Description of Business......................................................................................... 1
Item 2. Description of Property......................................................................................... 6
Item 3. Legal Proceedings............................................................................................... 7
Item 4. Submission of Matters to a Vote of Security Holders............................................................. 9
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters.............................................................................................10
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................................................11
Item 7. Financial Statements and Supplementary Data.....................................................................12
Item 8. Changes in, and Disagreements with, Accountants on
Accounting and Financial Disclosure.............................................................................28
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act....................................................................................................29
Item 10. Executive Compensation..........................................................................................31
Item 11. Security Ownership of Certain Beneficial Owners and
Management......................................................................................................32
Item 12. Certain Relationships and Related Transactions..................................................................33
Item 13. Exhibits, Lists and Reports on Form 8-K.........................................................................33
Signatures......................................................................................................37
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PART I
Item 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
Levcor International, Inc. (the "Company"), was incorporated in 1964
under the laws of the Islands of Bermuda and was reorganized in 1967 under the
laws of the State of Delaware. On September 7, 1995, by amendment to its
Certificate of Incorporation, the Company changed its name from Pantepec
International, Inc. to Levcor International, Inc. and effected a one-for-four
reverse stock split of its common stock par value $0.56 per share (the "Common
Stock").
Since its incorporation, the Company has been engaged in the
ownership of fractional interests in oil and gas wells and leases with respect
thereto.
In 1995, the Company acquired a woven fabric converting business
that produces fabrics used in the production of apparel. This acquisition
formed the basis of the Company's new line of business, the Looms
Division, which concentrates on converting cotton and cotton-blend
fabrics for sale to domestic apparel manufacturers.
On October 1, 1997, the Company formed the Paradox Division,
which specializes in converting pure-synthetic-fiber fabrics for sale to
domestic apparel manufacturers.
With significantly reduced revenues from its oil and gas
properties, a naturally diminishing asset, the operation of the Looms and
Paradox Divisions (collectively, the "Woven Fabrics Division") now
comprise the Company's primary business focus for the foreseeable future.
It is anticipated that the Paradox Division line of business will
substantially contribute to the Company's sales figures in 1998.
BUSINESS OF THE ISSUER
(A) The Woven Fabrics Division
The Company's current business activities in the woven fabrics
industry consist of the business of the Woven Fabrics Division, which is
engaged in converting textiles for sale to domestic apparel manufacturers.
The converting process consists of (i) designing fabrics and commissioning
textile mills to weave the greige fabric (i.e., undyed) according to
the Company's specifications, and (ii) commissioning fabric finishers
(i.e., dye plants) to dye, print and finish the greige fabric again
according to the Company's specifications. The Company contracts with
commercial transporters to deliver greige fabric from textile mills
to dyers, and to deliver finished fabric from dyers
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to apparel manufacturers. The Company places orders for the sale of finished
fabrics through its sales personnel and independent commissioned contractors.
The raw materials used by the Woven Fabrics Division to fabricate
textiles are typically a combination or blend of two or more fibers, such as
rayon, acetate, polyester, cotton and flax. The principal suppliers of the
greige fabric (i.e., undyed) used by the Woven Fabrics Division are Kaltex
America, Inc., JPS Converter and Industrial Corp., Duro Industries, Inc. and
Imtex International Corp. The primary dyers in the conversion process used by
the Woven Fabrics Division are Oxford Textiles, TextPrint, Inc., Brittany Dyeing
and Finishing Co., Priority Finishing Corp. and Dorado Processing.
In 1997, Banner Industries, Inc., a manufacturer of women's
apparel, accounted for $387,744 (approximately 12%) of the Woven Fabrics
Division's sales revenues, and Star City Sportswear, Inc., a manufacturer
of women's apparel, accounted for $280,767 (approximately 8%) of the
Woven Fabrics Division's sales revenues.
In 1997, research and development expenses related to the Woven
Fabrics Division, the costs of which were not passed on to the Company's
customers, were approximately $16,000.
(B) Ownership of Interests in Oil and Gas Wells
The Company's current business activities in this industry
segment consist of the ownership of fractional interests in oil and gas
wells and leases with respect thereto. At December 31, 1997, the Company
held fractional interests in four wells located in the United States. All
of the Company's fractional interests in wells are owned pursuant to
working interest ("WI") agreements. Such agreements provide that the
Company is obligated to pay its proportionate share of the cost of
developing and operating such wells and will be paid its proportionate
share of any revenues derived from such wells only after all owners of
royalty interests therein have been paid their proportionate share of any
revenues derived from such wells. During 1997, the Company earned
revenues and incurred production costs (exclusive of severance taxes)
under the terms of such agreements of $43,123 and $19,518, respectively.
Other than one well for which the Company acts as titular operator, the
Company is not directly involved in operating any of such wells or in the
marketing and sale of any oil and/or gas derived therefrom. Such
operations and marketing activities are conducted by third parties, who
typically have substantial interests in the wells, pursuant to the terms
of operating agreements which provide that such third-party operators,
for a fee, are responsible for the development and operation of such wells
and the marketing and sale of the resources derived therefrom.
During 1997, the Company's share of
2
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the fees payable to well operators for services performed pursuant to the terms
of such agreements was approximately $7,000.
A description of the Company's significant oil and gas well
holdings by geographic area, and the revenues earned and expenses
incurred therefrom, is contained below.
Wehrenberg #26-1 Well, Sooner Trend Field,
Kingfisher County, Oklahoma
In November 1988, the Company acquired a 70% WI in a well
located in Oklahoma which, after payment of all royalty interests
therein, earned a 56% net revenue interest ("NRI"). This interest was
acquired in a public auction from the bankruptcy trustee of Schick Energy
Corporation for $11,167. Although the Company is the titular operator of
the well, the Company has retained Petroleum Management Professionals,
Inc. of Oklahoma City, Oklahoma to perform all of its duties as operator
of the well. From December 1, 1988, the effective date of the acquisition
of the well, through December 31, 1997, the well produced 117,000 MCF and
13,700 BC (average daily production during 1997 was 31 MCF and 2 BC). Of
such amounts, approximately 66,000 MCF and 7,670 BC (average daily
production of 17 MCF and 1 BC during 1997) represented the Company's
proportionate share of production from this well. During 1997, gross
production revenues earned from the well's activities were $56,200, of
which $31,500 were attributed to the Company, representing 73.0% of the
Company's total revenues derived from oil and gas sales during such year.
The total production costs (exclusive of severance taxes) estimated to
have been incurred during 1997 in connection with such activities were
$19,100, of which $13,300 were attributed to the Company.
J.F. Curry Nos. 1 and 2, Mollie Hasson #1-27, Alfalfa County,
Oklahoma, American Exploration Co., Operator
In March 1989, the Company acquired a 22.2% WI in each of the
J.F. Curry 1 and 2 wells and a 31.7% WI in the Mollie Hasson #1-27 well,
which, after payment of all royalty interests therein, earned 19.4%,
19.4% and 23.8% NRI, respectively. These interests were acquired from
Energetics, Inc. at a public auction for $14,000. From April 1, 1989, the
effective date of the acquisition, until December 31, 1997, these wells
produced 317,000 MCF and 19,000 BC (average daily production during 1997
was 68 MCF and 3 BC). Of such amounts, approximately 63,000 MCF and 3,940
BC (average daily production of 13 MCF and 1 BC during 1997) represented
the Company's proportionate share of production from these wells. During
1997, gross production revenues earned from the activities of these wells
were $59,000, of which $11,700 were attributed to the Company, representing
27% of the Company's total revenues derived from oil and gas sales during
such year. The total production costs (exclusive of severance taxes)
3
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estimated to have been incurred during such year in connection with such
activities were $22,300, of which $5,700 were attributed to the Company.
Maze Federal 32-35 and Powell Federal E-1, Campbell County and
Converse County, Wyoming - Various Operators
On August 1, 1996, the Company sold its interest in the Maze
Federal 32-35 Well (the "Maze Well") for $3,000, and on September 1, 1996
sold its interest in the Powell Federal E-1 Well (the "Powell Well") for
$7,500. Each of the Maze Well and the Powell Well was sold at a price
above book value.
Through the date of its sale, the Maze Well had a WI of 12.5%
and an NRI of 10.825%. Through the date of its sale, the Powell Well had
a WI of 1.5625% and an NRI of 0.9791% for oil and 1.4687% for gas. From
the effective date of the acquisition of the Maze Well and the Powell
Well by the Company through August 31, 1996, such wells in the aggregate
produced 1,024,000 MCF and 74,000 BC. Of such amounts, approximately
15,000 MCF and 1,900 BC represented the Company's proportionate share of
production from these wells.
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COMPETITION
The textile conversion business is extremely competitive,
particularly in light of existing trade laws that allow low-cost imported
fabric and finished garments into the domestic apparel market. Within the
domestic textile converting business, the Company competes on the basis
of the price and uniqueness in styling of its fabrications.
The exploration for and production of oil and gas are highly
competitive operations, both within the oil and gas industry and with
producers of other types of energy. The ability to exploit a discovery of
oil or gas is dependent upon such considerations as the ability to
finance development costs, the availability of equipment and engineering,
and construction delays and difficulties. Competitive conditions may also
be substantially affected by various forms of energy and trade
legislation currently being considered. However, it is not possible to
predict the nature of any such legislation which may ultimately be
adopted, or the possible effects such legislation may have on the
Company's future operations.
In pursuing its business objectives, the Company must compete
with companies having substantially greater financing and other
resources.
SEASONALITY
The Company's Looms Division business is seasonal, and typically
realizes higher revenues and operating income in the first and fourth
calendar quarters. Such seasonality, taking into account the standard
lead time required by the fashion industry to manufacture apparel,
corresponds respectively to the autumn and spring retail selling seasons.
The Company's oil and gas business is not seasonal, except that
sales of natural gas peak during the winter heating season.
ENVIRONMENTAL REGULATION
Environmental laws and regulations of the jurisdictions in which
the Company conducts business could potentially have a significant impact
on the exploration for and development of natural resources by the
Company. The Company believes that its operations are in compliance with
all environmental laws and regulations applicable thereto.
EMPLOYEES
The Company currently employs eleven persons, all of whom are
employed full time. The Company relies on consultants for legal, income
tax, data processing, geological, sales and administrative services.
5
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Item 2. DESCRIPTION OF PROPERTY.
The Woven Fabrics Division
In connection with the acquisition of the Looms Division from
Andrex Industries Corp., a New York corporation ("Andrex"), the Company
entered into a three-year agreement with Andrex in May 1995 pursuant to
which the Company leases office space located at 1071 Avenue of the
Americas, 7th Floor, New York, New York 10018 from Andrex, and Andrex
provides the Company with certain administrative services. The Company's
cost in 1997 for the lease of such property pursuant to the Agreement was
$55,000.
Oil and Gas Properties
The Company's oil and gas properties consist of WI in wells
located in the State of Oklahoma. The Company has an interest in four
wells, with an aggregate WI equivalent to 1.46 wells with an aggregate
NRI of 1.19 wells.
Set forth below is certain information with respect to the
Company's oil and gas properties.
1. Reserves Reported to Other Agencies.
Not applicable.
2. Production: Average Sales Price Per Unit and Average
Production Cost for Oil and Gas Produced During the Last
Three Years.
Average Sales Price Average Production Cost
------------------- -----------------------
Oil Gas Oil Gas
Year (Per BC) (Per MCF) (Per BC) (Per MCF)
- ---- -------- --------- -------- ---------
1997 . . . . $19.92 $2.22 $6.89 $1.18
1996 . . . . $19.27 $1.67 $6.75 $0.75
1995 . . . . $15.62 $1.25 $8.62 $1.46
3. Productive Wells And Acreage.
(a) Productive wells as of Oil Gas
December 31, 1997 Gross Net Gross Net
----- --- ----- ---
1 0.27 3 1.19
Gross Acres Net Acres
(b) Developed Acreage ----------- ---------
as of December 31, 1997 320 114
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4. Undeveloped Acreage as of December 31, 1997.
Gross Acres Net Acres
----------- ---------
Working Interest 552 200
5. Drilling Activity.
There was no drilling activity in any of the Company's wells in
the United States during the three years ended December 31,
1997.
6. Present Activities.
On December 31, 1997, no wells in which the Company has
interests were drilling. The status of the Company's interest in
four productive wells is as follows:
Number of Wells Status
--------------- ------
4 Producing oil or gas
Item 3. LEGAL PROCEEDINGS.
The 0.67% carried interest in the Kotaneelee gas field sold by
the Company in August 1991, as well as Magellan Petroleum Corporation's
2.67% carried interest in such field, is held in trust by Canada Southern
Petroleum Ltd. ("Canada Southern"), which has a 30% carried interest in
such field. In late 1987, Canada Southern commenced an action against
Allied-Signal, Inc. in Florida alleging its failure to fulfill certain
contractual obligations to develop the field. In September 1988, Allied
Signal, Inc. commenced an action (the "Allied-Signal Action") in Calgary,
Canada against Dome Petroleum Limited, Amoco Production Company and Amoco
Canada Petroleum Company, Ltd. ("Amoco Canada" and collectively, the
"Amoco-Dome Group") seeking a declaration that the defendants were
responsible for the development of the field, and also seeking
reimbursement of its legal costs incurred in the Florida litigation. The
Florida litigation has since been dismissed.
In March 1989, Allied-Signal, Inc. amended its complaint in the
Allied-Signal Action to add the Company, Canada Southern and Magellan
Petroleum Corporation ("Magellan") as additional defendants. Certain of
the other defendants in the Allied-Signal Action have filed counterclaims
against the Company and other defendants seeking indemnification for
unspecified costs and expenses incurred by them in defending the
Allied-Signal Action. In January 1996, the Company, Allied-Signal, Inc.,
Canada Southern and Magellan Petroleum Corporation entered into a
settlement whereby each party agreed not to sue any of the other parties
and, subsequently, the Allied-Signal Action was discontinued.
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Shortly after the Allied-Signal Action commenced, the Amoco-Dome
Group filed a counterclaim against the Company, Canada Southern and
Magellan seeking certain declaratory relief with respect to their alleged
failure to fulfill certain contractual obligations to develop and market
gas from the Kotaneelee gas field. The trial on the counterclaim action
commenced on September 3, 1996, and is ongoing.
On October 27, 1989, in the Court of Queen's Bench of Alberta,
Judicial District of Calgary, Canada (the "Canada Court"), Canada
Southern filed a statement of claim against the Amoco-Dome Group,
Columbia Gas Development of Canada Ltd. ("Columbia"), Mobil Oil Canada
Ltd. ("Mobil") and Esso Resources of Canada Ltd. ("Esso") seeking a
declaratory judgment (the "Declaratory Action") regarding two issues
relating to the Kotaneelee field: (1) whether interest accrued on the
carried interest account, which is the account for costs recoverable by
the working interest parties prior to such time as the carried interest
parties are entitled to participate in revenues derived from the field's
activities (Canada Southern maintains it does not), and (2) whether
expenditures for gathering lines and dehydration equipment are
expenditures chargeable to the carried interest account (Canada Southern
maintains they are). Mobil, Esso and Columbia have filed answers
essentially agreeing to the granting of the relief requested by Canada
Southern. The Amoco-Dome group has now admitted one of two claims, i.e.,
that interest does not accrue on the carried interest account.
In 1991, Anderson Exploration Ltd. acquired all of the
shares in Columbia, and changed its name to Anderson Oil & Gas
Inc. ("Anderson"). Anderson is now the sole operator of the
field, and is a direct defendant in the Declaratory Action.
Columbia's previous parent, The Columbia Gas System, Inc., was
reorganized in a bankruptcy proceeding in the United States, and
is contractually liable to Anderson in the Declaratory Action.
On March 7, 1990, Canada Southern filed a statement of claim in
the Canada Court against the Amoco-Dome Group, Columbia, Mobil and Esso
seeking forfeiture of the Kotaneelee gas field, damages and other relief
for breach of fiduciary duty (the "Forfeiture Action"). The Company was
added as a party plaintiff to this action in November 1993. If such claim
is upheld, the Company could recover a 2 percent interest in the
Kotaneelee field and damages. The defendants have contested the claim and
Canada Southern is pursuing discovery and trial. Columbia filed a
counterclaim seeking, if Canada Southern is successful in its claims,
repayment from Canada Southern, the Company and Magellan Petroleum
Corporation of all sums expended by Columbia on the Kotaneelee fields
before Canada Southern, the Company and Magellan Petroleum Corporation
are entitled to their interests. The trial commenced in September 1996,
and is ongoing. Based on recently discovered evidence, Canada Southern
has petitioned the
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Canada Court for leave to amend its complaint to add a claim that the
defendants failed to develop the field in a timely manner.
The field operator has entered into a contract for the sale of
Kotaneelee gas. The Company believes that it is too early to determine
the impact, if any, that this contract may have on the status of these
cases.
On August 6, 1991, the Company sold to an independent third
party (the "Buyer") its carried interest in a lease in property,
including the Kotaneelee field. The agreement for the transfer of the
Company's interest provides that the Company shall continue to prosecute
the Declaratory Action and the Forfeiture Action. The Company and the
Buyer have agreed to share equally all costs and expenses of the
Declaratory Action and the Forfeiture Action and to share equally any
payments or other benefit resulting from the resolution of such actions.
The agreement further provides that the Company shall indemnify the Buyer
against all actions, proceedings, claims, demands, damages and expenses
brought against or suffered by the Buyer which arise out of, or are
attributable to, the Allied-Signal Action.
The Company has been advised that under Canadian law certain
costs (known as "taxable costs") of a litigation may be assessed against
a nonprevailing party. Taxable costs consist primarily of attorney's and
expert witness fees incurred during a trial. In addition, a judge in
complex and lengthy trials has the discretion to increase an award of
taxable costs.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during
the fourth quarter of 1997.
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PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's common stock, par value $0.56 per share (the
"Common Stock"), is traded in the "pink sheets" in the over-the-counter
market under the symbol "LEVC". On March 30, 1998, the closing bid price
of the Common Stock was $1.61 per share. The Common Stock is traded
sporadically and no established liquid trading market currently exists
therefor.
The following table sets forth the range of high and low bid
prices in the "pink sheets" in the over-the-counter market for the
periods indicated. Such quotations reflect inter-dealer prices or
transactions solely between market-makers without retail mark-up,
mark-down or commissions, and may not necessarily represent actual
transactions. The prices have been adjusted to give retroactive effect to
the one-for-four reverse stock split of the issued Common Stock which
became effective September 11, 1995.
Period Price
------ -----
1997 High Low
---- ---- ---
First Quarter $0.25 $0.0625
Second Quarter $0.125 $0.0625
Third Quarter $0.3125 $0.0156
Fourth Quarter $1.00 $0.0156
1996 High Low
---- ---- ---
First Quarter $0.75 $0.25
Second Quarter $0.75 $0.25
Third Quarter $0.63 $0.625
Fourth Quarter $0.38 $0.125
Holders of Record
As of March 30, 1998, there were approximately 6,658 holders of
record of the Common Stock.
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Dividend Policy
The Company has not paid any cash dividends on the Common Stock
and has no present intention to declare or pay cash dividends on the
Common Stock in the foreseeable future. The Company intends to retain any
earnings which it may realize in the foreseeable future to finance its
operations.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
[MD&A section not included]
11
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Item 7. FINANCIAL STATEMENTS
[Report of Grant Thornton, LLP, Independent Auditors -- not
included]
12
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Item 8. CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
28
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PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
The following table sets forth information concerning each of
the directors and executive officers of the Company:
Names Age Position
- ----- --- --------
Robert A. Levinson 72 Chairman of the Board,
President and Secretary
John McConnaughy 68 Director
Peter Sprague 58 Director
Rudolph E. Bremser 66 Treasurer
Robert A. Levinson has been the Chairman of the Board, President
and Secretary of the Company since June 1989. From 1979 until May 1,
1995, Mr. Levinson was the Chairman of the Board of Directors of Andrex
Industries Corp., a company engaged in textile manufacturing and
processing. Mr. Levinson is a member of the Advisory Board of The
National Dance Institute and The Harlem School of the Arts, is Vice
Chairman of the Board of Directors of The National Committee of
U.S.-China Relations Inc. and is a director of Carlyle Industries, Inc.
(formerly known as Belding Hemingway Corp.).
John McConnaughy has been a director of the Company since June 1989.
Mr. McConnaughy is Chairman and Chief Executive Officer of JEMC Corporation, a
company engaged in exploring investment opportunities. From 1981 until his
retirement in 1992, Mr. McConnaughy was the Chairman of the Board and Chief
Executive Officer of GEO International Corporation, a company engaged in screen
printing and oil services. Mr. McConnaughy also served as President of GEO
International Corporation from 1985 until his retirement in 1992. Mr.
McConnaughy serves as a director of Riddell Sports, Inc., Redheads, Inc., Adrien
Arpel, Inc., News Communications, Inc., Mego Corporation, Transact
International, Inc., Wave Systems Corp. (formerly known as Cryptologies
International Inc.) and DeVlieg-Bullard, Inc.
Peter Sprague has been a director of the Company since June
1989. Since 1988, Mr. Sprague has been the Chairman of the Board and Chief
Executive Officer of Wave Systems Corp., a company involved in data
communication. From 1965 until May 1995, Mr. Sprague served as the Chairman of
the Board of National Semiconductor Corporation, a manufacturer of linear,
digital logic and interface integrated circuits, and hybrid devices. Mr. Sprague
serves as a director of Software Professionals, Inc.
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Rudolph E. Bremser has served as the Company's Treasurer since
December 1986. From September 1985 to December 1986, Mr. Bremser was an
independent international financial and tax consultant. From 1980 to
1985, Mr. Bremser was a Senior Financial Representative of Chevron
Overseas Petroleum, Inc.
There are no arrangements or understandings pursuant to which
any person has been elected as a director or executive officer of the
Company. Directors are elected annually by the stockholders and hold
office until the next annual meeting of stockholders and until their
respective successors are elected and qualified. Executive officers are
elected by the Board of Directors and hold office until their respective
successors are elected and qualified. There is no family relationship
among any directors or executive officers of the Company.
The Company believes that, for the year ended December 31, 1997,
it has complied with all filing requirements of Section 16(a) of the
Securities Exchange Act of 1934 applicable to its officers, directors and
greater-than-10% beneficial owners.
Certain Legal Proceedings
On October 25, 1993, GEO International Corporation, a
corporation in which Mr. McConnaughy served as a director and executive
officer, filed a petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.
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Item 10. EXECUTIVE COMPENSATION.
The following table summarizes all compensation awarded to,
earned by, or paid to the President of the Company for services rendered
in all capacities to the Company for each of the Company's last three
fiscal years. No other executive officer of the Company received total
salary and bonus in excess of $100,000 during any of the last three
fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation Awards
------------------------------------------------------------
Payouts Other
- ------- Annual Securities
Name and Compen- Underlying All Other
Principal Salary Bonus sation Options Compensation
Position Year ($) ($) ($) (#) ($)
- -------- ---- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Levinson 1997 $25,000 - 0 - N/A N/A N/A
Chairman and 1996 $25,000 - 0 - N/A N/A N/A
President 1995 $25,000 - 0 - N/A 150,000 N/A
</TABLE>
Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year End Option Value Table1
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options Options
Shares at Fiscal at Fiscal
Acquired Year-End(#) Year-End($)
on Value ------------ -----------
Exercise Realized Exercisable/ Exercisable/
Name # $ Unexercisable Unexercisable
- ---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Robert A. Levinson N/A N/A 137,500/50,000 N/A1
</TABLE>
- ------------------------------
1 At December 31, 1997, none of the options was in-the-money.
Compensation of Directors
Directors who are not salaried employees of the Company receive an
annual fee of $2,500 and an annual grant (in January) of options to
purchase the number of shares of Common Stock derived by dividing $1,500
by the fair market value of a share of Common Stock on the date of grant.
In 1997, the non-employee directors were granted 12,000 options to
purchase shares of Common Stock at an exercise price of $0.25 per share.
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Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth certain information as of March 30,
1998 with respect to the number of shares of the Common Stock
beneficially owned by: (i) each person known to the Company to be the
beneficial owner of more than five percent of the Common Stock; (ii) each
of the directors of the Company; and (iii) all of the directors and
executive officers of the Company as a group. Except as otherwise
indicated, each such stockholder has sole voting and investment power
with respect to the shares beneficially owned by such stockholder. A
person is deemed to beneficially own a security if he has or shares the
power to vote or dispose of the security or has the right to acquire it
within 60 days.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name and Address Ownership Class
- ---------------- ------------------------- ------------------
<S> <C> <C>
Robert A. Levinson 303,175(1) 15.8%
1071 Avenue of the Americas
New York, NY 10018
Rosenman & Colin LLP 132,250 6.9%
575 Madison Avenue
New York, NY 10022
John McConnaughy 25,775(2) 1.3%
1011 High Ridge Road
Stamford, CT 06905
Peter Sprague 25,375(2) 1.3%
540 Madison Avenue
New York, NY 10022
Rudolph Bremser 6,650(3) *
342 B Heritage Village
Southbury, CT 06488
All directors and executive 360,975(4) 18.8%
officers as a group (4 persons)
</TABLE>
- -------------------------
* Less than 1% of class.
(1) Includes 137,500 shares of Common Stock subject to currently
exercisable options.
(2) Includes 15,800 shares of Common Stock subject to currently
exercisable options.
(3) Includes 5,000 shares of Common Stock subject to currently
exercisable options.
32
<PAGE>
(4) Includes 174,100 shares of Common Stock subject to currently
exercisable options.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In connection with the payments which the Company was required to
make in 1996 and 1997 relating to the purchase of inventory pursuant to
its purchase of the Looms Division from Andrex, Mr. Levinson made one
loan to the Company on May 1, 1996 for $370,000 and another loan to the
Company on May 1, 1997 for $300,000, both of which bear interest at the
rate of 6% per annum. No repayment date has yet been set for either of
these loans.
As of March 30, 1998, Rosenman & Colin LLP ("Rosenman") beneficially
owned 132,250 shares, or approximately 6.9%, of the Company's Common
Stock (the "Shares"). The Shares were issued by the Company to Rosenman
in lieu of cash and in exchange for legal services provided by Rosenman
to the Company. The Company issued 10,000 of the Shares to Rosenman in
1997 for legal services provided by Rosenman to the Company in 1997.
Item 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements:
The following Financial Statements of the Company are included in
Part II, Item 7 of this report.
[Report of Grant Thorton, LLP, Independent Auditors - not included]
[Balance Sheet at December 31, 1997 - not included]
[Statements of Operations for the Years
Ended December 31, 1997 and 1996 - not included]
[Statement of Stockholders' Equity for
the Years Ended December 31, 1997
and 1996 - not included]
[Statements of Cash Flows for the Years
Ended December 31, 1997 and 1996 - not included]
[Notes to Financial Statements - not included]
33
<PAGE>
(a) (2) Exhibits:
The following exhibits are included in this report:
Exhibit Description
2.1 Asset Purchase Agreement, dated as of May 1, 1995,
between the Company and Andrex Industries Corp.,
incorporated herein by reference to the Company Current
Report on Form 8-K filed on June 12, 1995.
3.1 Certificate of Incorporation filed August 17, 1967,
incorporated herein by reference to the Company's
Registration Statement on Form 8-B filed on November 27,
1967.
3.2 Amendment to Certificate of Incorporation filed August
17, 1972, incorporated herein by reference to the
Company's Current Report on Form 8-K for the month of
August 1972.
3.3 Amendment to Certificate of Incorporation filed December
17, 1984, incorporated herein by reference to the
Company's Form N-2 Amendment No. 2 filed on April 3,
1987.
3.4 Amendment to Certificate of Incorporation filed
September 8, 1995, incorporated herein by reference to
the Company's Current Report on Form 8-K filed on
September 12, 1995.
3.5 By-Laws as amended, incorporated herein by reference to
the Company's Form N-2 Amendment No. 4 filed on May 2,
1989.
4 Specimen form of the Company's Common Stock certificate,
incorporated herein by reference to the Company's Form
10-KSB filed on March 24, 1997.
10.1+ 1992 Stock Option Plan, incorporated herein by reference
to the Company's Form 10-K filed on March 30, 1993.
10.2 Occupancy and Use Agreement, dated June 1, 1995, between
the Company and Andrex Industries Corp., incorporated
herein by reference to the Company's Current Report on
Form 8-K filed on June 12, 1995.
10.3 Factoring Agreement, dated June 1, 1995, between the
Company and NationsBanc Commercial Corporation,
incorporated herein by reference to the Company's Form
10-QSB filed on August 18, 1995.
10.4 Amendment, dated August 14, 1996, effective September 1,
1996, to the Factoring Agreement between the Company and
NationsBanc Commercial Corporation dated June 1, 1995,
incorporated herein by reference to the Company's Form
10-KSB filed on March 24, 1997.
10.5 [Exhibit not included] Amendment, dated _____________,
effective January 1, 1997, to the Factoring Agreement
between the Company and NationsBanc Commercial
Corporation dated June 1, 1995.
10.6 Discount Factoring Agreement, dated November 14, 1997,
between the Company and Congress Talcott Corporation.
34
<PAGE>
27 [Exhibit not included] Financial Data Schedule (Article 5)
included for Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) purposes only. This Schedule contains
summary financial information extracted from the Company's
balance sheets and statements of operations dated as of and
for the year ended December 31, 1997, and is qualified in
its entirety by reference to such financial statements.
- --------------------
+ Compensatory plan or arrangement required to be filed as an
exhibit hereto.
35
<PAGE>
(b) Reports on Form 8-K:
None
36
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
LEVCOR INTERNATIONAL, INC.
By/s/ Robert A. Levinson March 31, 1998
------------------------------
Robert A. Levinson
Chairman of the Board,
President and Secretary
By/s/ Rudolph E. Bremser March 31, 1998
------------------------------
Rudolph E. Bremser
Treasurer (Chief Financial
and Accounting Officer)
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Robert A. Levinson Chairman of the Board; March 31, 1998
- ------------------------ President; Secretary;
Robert A. Levinson Director
/s/ John McConnaughy Director March 31, 1998
- ------------------------
John McConnaughy
/s/ Peter Sprague Director March 31, 1998
- ------------------------
Peter Sprague
37
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
[EXHIBIT NOT INCLUDED]
</TABLE>
