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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 1998
COMMISSION FILE NUMBER 0-8550
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PCA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0888429
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
815 MATTHEWS-MINT HILL ROAD
MATTHEWS, NORTH CAROLINA 28105
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (704) 847-8011
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Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.20 PAR VALUE THE NASDAQ STOCK MARKET
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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. [ ]
At March 31, 1998, there were 7,940,779 shares of the registrant's common
stock outstanding; the aggregate market value of such common stock (based on the
closing price on the over-the-counter National Association of Securities Dealers
National Market System) held by non-affiliates was approximately $178,667,528.
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EXPLANATORY NOTE
This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the
Registrant's Annual Report on Form 10-K for the year ended February 1, 1998
filed with the Securities and Exchange Commission on April 9, 1998 solely for
the purpose of revising and restating the following items in their entirety:
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
The following table sets forth certain information relating to each
director of the Company as of March 4, 1998. All directors, except Ms. Heller,
have been heretofore elected by the shareholders. Ms. Heller was appointed a
director on March 4, 1998.
<TABLE>
<CAPTION>
NAME, PRINCIPAL
OCCUPATION, BUSINESS EXPERIENCE
DURING LAST FIVE YEARS, POSITIONS AND OFFICES DIRECTOR
OTHER DIRECTORSHIPS AGE WITH THE COMPANY SINCE
------------------- --- ---------------- -----
<S> <C> <C> <C>
JOSEPH H. REICH 63 Chairman of the 1987
Managing Partner of Centennial Associates, L.P. since April 1989. Board
JOHN GROSSO 51 President, Chief Executive 1987
President and Chief Executive Officer of the Company since 1987. Officer, and Director
PETER B. FOREMAN 62 Director 1994
President of Sirius Corporation since 1994; Founding Partner of Harris
Associates, L.P. from 1976-1993. Director of Eagle Food Centers, Inc. and
Glacier Water Services, Inc. Director of National Picture & Frame Company
from 1994 to 1997.
GEORGE FRIEDMAN 63 Director 1994
Private investor. Chairman and CEO of Parallel Communications, Inc. from
1994 to 1997.
DONALD P. GREENBERG, PH.D. 64 Director 1996
Faculty of Cornell University since 1968. Director, Program of Computer
Graphics, Cornell University, since 1973. Founding Director, National
Science and Technology Center for Computer Graphics and Scientific
Visualization. Director of Data Broadcasting Corporation since 1995 and
Chyron Corporation since 1996.
BRIDGETTE P. HELLER
General Manager GEVALIA Kaffe, a division of Kraft Foods, since 1996. 36 Director 1998
Various positions with Kraft Foods since 1985.
CHARLOTTE H. MASON, PH.D. 42 Director 1995
Associate Professor, The Kenan-Flagler Business School, The University of North
Carolina, since 1985.
</TABLE>
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<TABLE>
<CAPTION>
NAME, PRINCIPAL
OCCUPATION, BUSINESS EXPERIENCE
DURING LAST FIVE YEARS, POSITIONS AND OFFICES DIRECTOR
OTHER DIRECTORSHIPS AGE WITH THE COMPANY SINCE
------------------- --- ---------------- -----
<S> <C> <C> <C>
ALBERT F. SLOAN 68 Director 1981
Director of Bassett Furniture Industries, Inc. and RichFood Holdings, Inc.
for more than five years, and Cato Corporation since 1994.
STANLEY TULCHIN 71 Director 1987
Director and Chairman of the Board of Reprise Capital Corporation and Stanley
Tulchin Associates, Director of the Topps Company, Inc. and Chairman of the
Board of STA Credit Corporation for at least five years.
</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
The following sets forth certain compensation information with regard to
the Company's chief executive officer and each of the next four most highly
compensated executive officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
AWARDS PAYOUTS
--------------------------------- ------ -------
SECURITIES LTIP ALL OTHER
FISCAL SALARY BONUS UNDERLYING PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($) ($)(1)
- --------------------------- ---- --- ---- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
John Grosso 1997 $254,100 $ 38,115 0 $6,560
President 1996 $248,325 $120,000 50,000 $2,193
Chief Executive Officer 1995 $228,881 $ 68,664 0 $7,566
J. Robert Wren, Jr 1997 $250,000 $ 31,250(2) 0 $6,560
Executive Vice President 1996 $ 0 $ 0(3) 0(3) $ 0
General Counsel 1995 $ 0 $ 0 0 $ 0
Eric H. Jeltrup 1997 $210,271 $ 26,284 0 $6,560
Executive Vice President 1996 $194,987 $ 41,248 0 $2,193
Chief Technical Officer 1995 $186,500 $ 55,950 25,000 $7,566
Bruce A. Fisher 1997 $155,250 $ 15,525 0 $6,413
Senior Vice President 1996 $153,938 $ 43,090 0 $2,193
Chief Financial Officer 1995 $148,750 $ 44,625 0 $7,532
R. Michael Spencer 1997 $144,900 $ 14,490 0 $5,985
Senior Vice President 1996 $143,675 $ 31,551 0 $2,110
Treasurer 1995 $138,638 $ 27,728 0 $7,021
</TABLE>
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(1)Company's portion of Profit Sharing Plan contribution.
(2)The Company paid Mr. Wren $539,000 to terminate employment and noncompete
agreement between Mr. Wren and American Studios, Inc. and $168,750 to
purchase Mr. Wren's American Studios stock options.
(3)$75,000 was paid to Mr. Wren for services rendered to American Studios, Inc.
and he received a grant of 150,000 options.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows the beneficial ownership as of March 31, 1998, of
each person known to the Company to be the beneficial owner of more than 5% of
the outstanding shares of the Company's Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ------------------- --------- --------
<S> <C> <C> <C>
Common Stock, Centennial Associates, L.P. 2,018,957(1) 25.4%
$0.20 par value c/o Mr. Joseph H. Reich
900 Third Avenue
New York, New York 10022
Common Stock, Mr. Joseph H. Reich 508,150(1)
$0.20 par value 900 Third Avenue 2,018,957(2)
New York, New York 10022 ---------
2,527,107(1) 31.8%(2)
Common Stock, Furman Selz LLC 552,400 7.0%
$0.20 par value c/o Ms. Valerie King
230 Park Avenue
New York, New York 10169
Common Stock, Reprise Capital Corporation 490,494(3) 6.2%
$0.20 par value c/o Mr. Stanley Tulchin
400 Post Avenue
Westbury, New York 11590
Common Stock, Reich & Tang Asset Management 484,500 6.1%
$0.20 par value 600 Fifth Avenue
New York, New York 10020
Common Stock, Putnam Investments, Inc. 427,200(4) 5.4%
$0.20 par value One Post Office Square
Boston, Massachusetts 02109
</TABLE>
(1)See Note (4) to the table under "Security Ownership of Directors and
Management" below.
(2)Includes shares listed as owned by Centennial Associates, L.P. ownership
listed above. Joseph H. Reich is deemed the beneficial owner of shares held
by Centennial Associates, L.P. due to his position as Managing Partner of
that entity.
(3)Includes certain shares as to which Mr. Tulchin disclaims beneficial
ownership. See Notes (2) and (6) to the table under "Security Ownership of
Directors and Management" below.
(4)Certain Putnam investment managers (together with their parent corporations,
Putnam Investments, Inc. and Marsh & McLennan Companies, Inc.) are considered
"beneficial owners" in the aggregate of 427,200 shares, or 5.4% of shares
outstanding, of the Company's voting Common Stock, which shares were acquired
for investment purposes by such investment managers for certain of their
advisory clients.
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table shows the beneficial stock ownership as of March 31,
1998, of each of the current directors of the Company and of all directors and
executive officers as a group of the outstanding shares of the Company's Common
Stock, $0.20 par value, which is the only class of voting securities
outstanding. Each of the individuals listed below possesses sole voting and
investment power with respect to the shares listed opposite his or her name,
unless noted otherwise:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1) OF CLASS
- ---- -------------------- --------
<S> <C> <C>
Peter B. Foreman.............................................. 283,908 (2)(3) 3.6%
George Friedman............................................... 28,100 (2) *
Donald P. Greenberg........................................... 13,200 (2) *
John Grosso................................................... 258,400 (2) 3.2%
Bridgette P. Heller........................................... 0 *
Charlotte H. Mason............................................ 6,300 (2) *
Joseph H. Reich............................................... 2,527,107 (4) 31.8%
Albert F. Sloan............................................... 17,950 (2)(5) *
Stanley Tulchin............................................... 490,494 (2)(6) 6.2%
Eric H. Jeltrup............................................... 109,300 (2) 1.4%
J. Robert Wren, Jr............................................ 52,500 (2) *
Bruce A. Fisher............................................... 48,835 (2) *
R. Michael Spencer............................................ 30,454 (2) *
All Executive Officers and Directors as a group............... 3,866,548 (2) 46.0%
</TABLE>
* Less than 1% of the outstanding shares of Common Stock of the Company.
(1)Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
beneficial ownership of a security consists of sole or shared voting power
(including power to vote or direct the vote) and/or sole or shared investment
power (including the power to dispose or direct the disposition) with respect
to the security through any contract, arrangement, understanding,
relationship or otherwise.
(2)The numbers and percentages of shares shown in the table above include stock
options covering Common Stock exercisable within 60 days of March 31, 1998 as
follows: Mr. Fisher--23,000; Mr. Foreman--20,600; Mr. Friedman--19,200; Mr.
Greenberg--12,900; Mr. Grosso--194,500; Mr. Jeltrup--80,000; Ms.
Mason--6,000; Mr. Sloan--16,100; Mr. Spencer--27,000; Mr. Tulchin--9,100; and
Mr. Wren--50,000; and all executive officers and directors as a group
(including such individuals)--458,400. Such persons and members of such group
disclaim any beneficial ownership of the shares subject to such options.
(3)Mr. Foreman is a limited partner in Centennial Associates, L.P. owning less
than a 5% interest therein. The shares shown exclude any indirect ownership
of the Company's shares which might be attributable to him by reason of his
limited partnership interest. The shares shown are held by Descendants Trust
F/B/O Peter B. Foreman under Jane Revocable Trust DTD 1/30/84.
(4)Joseph H. Reich, Centennial Associates, L.P. and Carol F. Reich have jointly
reported beneficial ownership of 391,350; 2,018,957; and 46,500 shares,
respectively, and that each of such persons had sole dispositive power or
sole investment power with respect to the shares held individually by each of
them. In addition, the Pumpkin Foundation, a 501(c)(3) charitable
organization has reported beneficial ownership of 70,300 shares and that
Joseph H. and Carol F. Reich, of the Pumpkin Foundation as trustees, had
shared dispositive power or shared investment power with respect to such
shares. Such persons have stated that the fact that their beneficial
ownership was reported jointly did not constitute an admission that each of
them should be deemed to be part of a group.
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(5)Includes 450 shares beneficially owned by Mr. Sloan's wife as to which he
disclaims beneficial ownership.
(6)Includes (i) 77,591 shares beneficially owned by Mr. Tulchin, (ii) 330,803
shares beneficially owned by Reprise Capital Corporation of which Stanley
Tulchin is Chairman of the Board and he and his brother, Norman Tulchin, are
each 35% equity owners, (iii) 15,000 shares owned by a trust for Jill Tulchin
of which Mr. Tulchin is a trustee and disclaims any beneficial ownership, and
(iv) 58,000 shares owned by a charitable trust of which Mr. Tulchin is a
trustee and disclaims any beneficial ownership. Stanley Tulchin disclaims
beneficial ownership of the shares owned by Reprise Capital Corporation.
SECTION 16(A), BENEFICIAL OWNERSHIP REPORTING COMPLIANCE, of the Securities
Exchange Act of 1934 requires the Company's officers and directors and persons
who own more than 10% of the Company's Common Stock to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC").
Based on Company records and other information, the Company believes that all
such SEC filing requirements with respect to the 1997 fiscal year were met.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The spouse of Mr. Wren (an officer of PCA) is a partner in the law firm of
Kilpatrick Stockton LLP of Charlotte, North Carolina. The Company has engaged
Kilpatrick Stockton LLP on various legal matters during the year.
The Company has awarded a grant to the Cornell University Program of
Computer Graphics to support digital photographic research principally related
to retail portrait studio business. Mr. Greenberg (a Director of PCA) is the
director of the Computer Graphics Department at Cornell University.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Charlotte and State of North Carolina, on the 9th day of June 1998.
PCA INTERNATIONAL, INC.
/s/ John Grosso
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John Grosso
President and
Chief Executive Officer
/s/ Bruce A. Fisher
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Bruce A. Fisher
Senior Vice President
Chief Financial Officer
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