<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
-------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File No. 0-13805
---------------
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
171 Monroe Avenue, NW, Suite 600, Grand Rapids, Michigan 49503
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(616) 336-9400
------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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
--- ---
The number of shares outstanding of registrant's common stock, par value
$1.00 per share, at July 31, 1995 was 4,188,406 shares.
Exhibit Index on page 16.
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<PAGE> 2
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1995
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - June 30, 1995
(Unaudited) and December 31, 1994 3-4
Condensed Consolidated Statements of Operations -
Three Months and Six Months Ended June 30, 1995
and 1994 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1995 and 1994 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements
(Unaudited) 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
Index to Exhibits 16-21
2 of 21<PAGE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1995 1994
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 237,900
Accounts receivable, less allowances of
$621,900 in 1995 and $614,300 in 1994 16,575,400 $20,667,000
Inventories:
Raw material 6,991,300 7,758,300
Work in process 3,175,700 3,940,900
Finished goods 6,818,800 5,776,700
----------- -----------
16,985,800 17,475,900
Prepaid expenses and other current assets 1,004,000 956,600
----------- -----------
Total current assets 34,803,100 39,099,500
PROPERTY AND EQUIPMENT:
Land 231,900 231,900
Buildings and improvements 13,664,400 13,439,400
Machinery and equipment 27,691,200 25,078,500
Construction in progress 1,042,000 2,490,300
----------- -----------
42,629,500 41,240,100
Less accumulated depreciation (18,819,300) (17,175,600)
----------- -----------
23,810,200 24,064,500
OTHER ASSETS 190,700 220,600
----------- -----------
$58,804,000 $63,384,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 4
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS--Continued
June 30, December 31,
1995 1994
----------- -----------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank $ 3,000,000 $ 2,300,000
Accounts payable 2,619,700 5,014,300
Accrued liabilities-
Payroll and employee benefits 1,810,800 1,741,500
Legal and professional 780,600 1,071,600
Environmental costs 850,000 835,300
Customer advertising allowance 1,763,100 2,531,100
Income taxes currently payable 90,300 1,194,300
Deferred income taxes 149,200 210,400
Other 1,192,100 1,841,000
----------- -----------
Total current liabilities 12,255,800 16,739,500
LONG-TERM DEBT 5,000,000 5,000,000
DEFERRED INCOME TAXES 1,153,500 1,066,800
SHAREHOLDERS' EQUITY:
Common stock 4,188,400 4,188,400
Additional paid-in capital 20,622,300 20,622,300
Retained earnings 15,584,000 15,767,600
----------- -----------
40,394,700 40,578,300
----------- -----------
$58,804,000 $63,384,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 5
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
----------- ----------- ----------- -----------
Net sales $23,524,700 $23,664,300 $49,288,500 $49,998,900
Cost of sales 20,317,700 18,850,200 42,099,500 40,256,300
----------- ----------- ----------- -----------
Gross profit 3,207,000 4,814,100 7,189,000 9,742,600
Selling, general and
administrative
expenses 3,469,700 3,887,700 7,280,400 7,851,700
----------- ----------- ----------- -----------
Operating income
(loss) (262,700) 926,400 (91,400) 1,890,900
Other expense (income):
Interest expense 85,200 28,500 175,400 67,900
Interest income (3,300) (142,400) (6,800) (294,300)
Other, net (2,900) 13,200 18,200 12,800
----------- ----------- ----------- -----------
79,000 (100,700) 186,800 (213,600)
----------- ----------- ----------- -----------
Income (loss) before
income taxes (341,700) 1,027,100 (278,200) 2,104,500
Income taxes (114,100) 359,300 (94,600) 736,400
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (227,600)$ 667,800 $ (183,600)$ 1,368,100
=========== =========== =========== ===========
Average number of common
and common equivalent
shares outstanding 4,211,000 4,260,700 4,215,200 4,271,800
========= ========= ========= =========
Earnings (loss) per
common and common
equivalent share $(.05) $.16 $(.04) $.32
===== ==== ===== ====
See accompanying notes to condensed consolidated financial statements.
5 of 21<PAGE>
<PAGE> 6
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 30,
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES $1,261,300 $1,042,200
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on notes receivable 70,100
Purchases of property and equipment (1,428,100) (4,629,200)
Proceeds from sales of property
and equipment 4,000 800
---------- ----------
Net cash used for investing
activities (1,424,100) (4,558,300)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable to bank 1,900,000 4,250,000
Payments on note payable to bank (1,200,000) (500,000)
Repurchase of common stock (299,300) (270,200)
Issuance of common stock 36,300
---------- ----------
Net cash provided by financing
activities 400,700 3,516,100
---------- ----------
NET INCREASE IN CASH AND EQUIVALENTS 237,900 0
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 0 0
---------- ----------
CASH AND EQUIVALENTS AT END OF QUARTER $ 237,900 $ 0
========== ==========
Supplemental disclosures:
Cash transactions-
Interest paid, net of
amounts capitalized $ 195,400 $ 57,000
Income taxes paid 1,197,000 544,300
Non-cash financing transaction-
Common stock issued for employee
stock ownership plan contribution 299,300 270,200
See accompanying notes to condensed consolidated financial statements.
6 of 21<PAGE>
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have
been prepared by Ameriwood Industries International Corporation
("Ameriwood" or the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is
suggested that these condensed consolidated financial statements be read
in conjunction with the consolidated financial statements and notes
thereto included in Ameriwood's 1994 annual report on Form 10-K.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company as of June 30, 1995
and the results of its operations and its cash flows for the three and
six month periods ended June 30, 1995 and 1994. All such adjustments
are of a normal and recurring nature.
NOTE 2--ENVIRONMENTAL CONTINGENCY
Ameriwood Environmental Matter
During 1989, the Company discovered environmental contamination at its
facility in Dowagiac, Michigan, which has been reported to the
appropriate state environmental agency. Ameriwood has identified
certain prior owners or operators and may identify other parties who
might be required to contribute toward cleanup of this site. The
Company has filed suit in Federal District Court against Chrysler
Corporation and the United States Department of Defense ("DOD") in
connection with the Dowagiac site. The Company is seeking recovery of
its environmental response costs and a declaration requiring the
defendants to contribute to costs required for additional environmental
investigation and remediation at the site. Chrysler Corporation has
admitted successorship to one corporation that operated the site, but
has denied liability for any cleanup expenses. Chrysler has also cross-
claimed against the DOD. On February 16, 1995, Chrysler filed a Motion
for Partial Summary Judgment asking the Court to rule that the DOD was
an owner and/or operator of the Dowagiac site. The Company filed a
similar motion on March 15, 1995. If the Court grants the motions, the
DOD would be liable, subject to appeal, for a share of the investigation
and remediation costs incurred to address releases which occurred during
the period the DOD was an owner or operator. A hearing on the Chrysler
7 of 21<PAGE>
<PAGE> 8
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2--ENVIRONMENTAL CONTINGENCY, continued
motion was held on July 11, 1995, and a decision is currently pending.
Although the Company believes it has sufficient basis to prevail against
the defendants, there is no assurance of financial recovery therein or
receipt of the declaration sought.
It is the Company's policy to accrue environmental cleanup costs if it
is probable that a liability has been incurred and an amount is
reasonably estimable. The Company has an accrual of $850,000 as of
June 30, 1995 to provide for potential cleanup costs at the site.
Actual costs to be incurred at the Dowagiac site in the future may vary
from estimates due to: the inherent uncertainties associated with
estimating the extent of and remedy for environmental contamination; the
evolving nature of remediation technologies and environmental
regulations; and the uncertainty of allocating any investigation and
remediation costs among other parties. The Company has not recognized
any amounts in its financial statements for potential contributions or
recoveries from Chrysler Corporation or the DOD. Estimated expenses
accrued to date for the Dowagiac site have been recorded without
considering potential contributions or recoveries from Chrysler
Corporation, the DOD or other parties.
The estimated cost of remediation is still tentative and further testing
in other areas of the Dowagiac site is needed. In addition, the Company
has not finalized its plans for remedial work and has not agreed to any
cleanup plan with the state agency. Consequently, Ameriwood is unable
to predict the outcome of this matter or to reasonably estimate the
amount of additional costs, if any, that may be incurred to resolve it
satisfactorily.
Superfund Sites
The Company has been identified as being among the potentially
responsible parties with respect to certain "Superfund" sites. It is
difficult to estimate with any reasonable degree of accuracy the
ultimate level of expenditures Ameriwood may incur in the future with
respect to such "Superfund" sites, but management believes, after
discussing relevant legal issues with counsel and considering the
currently available information and developments to date, that
additional capital or other expenditures the Company may incur in the
future in connection with remediation of these sites will not materially
affect Ameriwood's financial position or results of operations.
8 of 21<PAGE>
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected Ameriwood's earnings during the
period included in the accompanying condensed consolidated statements of
operations.
A summary of the changes in the principal items included in the
condensed consolidated statements of operations is shown below:
Comparisons for the Three Months Ended June 30, 1995 and 1994:
1995 1994 Change Percent
----------- ----------- ---------- -------
Net sales $23,524,700 $23,664,300 $ (139,600) (0.6)%
Cost of sales 20,317,700 18,850,200 1,467,500 7.8%
----------- ----------- ----------
Gross profit 3,207,000 4,814,100 (1,607,100) (33.4)%
Selling, general and
administrative
expenses 3,469,700 3,887,700 (418,000) (10.8)%
----------- ----------- ----------
Operating income
(loss) (262,700) 926,400 (1,189,100) (128.4)%
Other expense (income):
Interest expense 85,200 28,500 56,700 198.9%
Interest income (3,300) (142,400) 139,100 97.7%
Other, net (2,900) 13,200 (16,100) (122.0)%
----------- ----------- ----------
79,000 (100,700) 179,700 178.5%
----------- ----------- ----------
Income (loss) before
income taxes (341,700) 1,027,100 (1,368,800) (133.3)%
Income taxes (114,100) 359,300 (473,400) (131.8)%
----------- ----------- ----------
NET INCOME (LOSS) $ (227,600) $ 667,800 $ (895,400) (134.1)%
=========== =========== ==========
Net Sales:
Consolidated net sales for the second quarter of 1995, which is
traditionally the Company's slowest, were $23,524,700, roughly flat
compared with sales of $23,664,300 in the second quarter a year ago.
Sales were up 1.5% for unassembled furniture; down 8% for OEM products;
and up 6.9% for the Company's BIC line of stereo speakers. The overall
decrease was the result of an increased competitive pricing environment
for unassembled furniture, along with a sluggish performance in retail
sales.
9 of 21
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
Cost of Sales and Gross Profit:
Cost of sales in the second quarter was impacted by particle board and
packaging material price increases compared to a year ago, although the
price of particle board began to stabilize during the second quarter of
1995. Profitability was also impacted by unfavorable overhead
absorption, due to higher fixed costs and reduced production schedules.
Higher fixed costs resulted from the long-term capital expansion program
that was completed late in 1994.
Gross profit as a percentage of sales was 13.6% for the second quarter
of 1995, compared to 20.3% for the second quarter of 1994. In addition
to competitive industry conditions and higher manufacturing costs,
allowances related to shipping and handling for certain new product
introductions unfavorably impacted profitability.
Selling, General and Administrative Expenses:
Selling, general and administrative ("SG&A") expenses decreased 10.8% to
$3,469,700 for the second quarter of 1995 compared to the same period in
1994. As a percentage of net sales, SG&A expenses were 14.7% and 16.4%
in the second quarters of 1995 and 1994, respectively. The decrease
reflects the result of ongoing cost containment efforts.
Operating Income (Loss):
Operating income was down 128.4% ($1,189,100) due to the gross profit
decline as described in the "Cost of Sales and Gross Profit" section
above.
Other Expense (Income):
Interest income decreased $139,100 as compared to the same period in
1994. In the second quarter of 1994, Ameriwood received approximately
$140,000 in interest income from a note receivable it held related to
the 1989 sale of two subsidiaries. The note receivable was sold in
December of 1994; therefore, no comparable interest income was earned in
1995.
Interest expense increased from $28,500 for the second quarter of 1994,
to $85,200 for the second quarter of 1995. The average short-term
borrowings outstanding during the second quarter of 1995 were higher
than 1994. Also, all interest on short-term borrowings in the second
quarter of 1994 was capitalized due to the capital expansion program;
only a portion of interest on short-term borrowings was capitalized in
the second quarter of 1995.
10 of 21
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
Net Income (Loss):
The Company recorded a net loss of $227,600 for the three months ended
June 30, 1995 compared to net income of $667,800 in the same period of
1994. On a per share basis, the net loss was $.05 in 1995, compared to
net income of $.16 in 1994. The decline in earnings and earnings per
share was due to the factors described in the preceding "Cost of Sales
and Gross Profit" section. The average number of common and common
equivalent shares outstanding was not significantly different between
the periods.
Comparisons for the Six Months Ended June 30, 1995 and 1994:
1995 1994 Change Percent
----------- ----------- ----------- -------
Net sales $49,288,500 $49,998,900 $ (710,400) (1.4)%
Cost of sales 42,099,500 40,256,300 1,843,200 4.6%
----------- ----------- -----------
Gross profit 7,189,000 9,742,600 (2,553,600) (26.2)%
Selling, general and
administrative
expenses 7,280,400 7,851,700 (571,300) (7.3)%
----------- ----------- -----------
Operating income
(loss) (91,400) 1,890,900 (1,982,300) (104.8)%
Other expense (income):
Interest expense 175,400 67,900 107,500 158.3%
Interest income (6,800) (294,300) 287,500 97.7%
Other, net 18,200 12,800 5,400 42.2%
----------- ----------- -----------
186,800 (213,600) 400,400 187.5%
----------- ----------- -----------
Income (loss) before
income taxes (278,200) 2,104,500 (2,382,700) (113.2)%
Income taxes (94,600) 736,400 (831,000) (112.8)%
----------- ----------- -----------
NET INCOME (LOSS) $ (183,600) $ 1,368,100 $(1,551,700) (113.4)%
=========== =========== ===========
Net Sales:
Consolidated net sales for the six months ended June 30, 1995 were down
1.4% to $49,288,500, from $49,998,900 for the same period in 1994.
Sales were up .5% for unassembled furniture; down 10% for OEM products;
11 of 21
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
and up 12.1% for the Company's BIC line of stereo speakers. An
increased competitive pricing environment along with a sluggish
performance in retail sales caused the overall decline.
Cost of Sales and Gross Profit:
Cost of sales in the first six months of 1995 was unfavorably impacted
by material price increases compared to a year ago. Profitability was
also impacted by unfavorable overhead absorption, due to higher fixed
costs and reduced production schedules. Higher fixed costs resulted
from the long-term capital expansion program that was completed in late
1994.
Gross profit as a percentage of sales was 14.59% for the first half of
1995, compared to 19.49% for the same period in 1994. Gross margin was
negatively impacted by more competitive pricing, higher allowances, and
unfavorable overhead absorption.
Selling, General and Administrative Expenses:
Selling, general and administrative ("SG&A") expenses decreased
$571,300, or 7.3%, to $7,280,400 for the six months ended June 30, 1995
compared to the same period in 1994. As a percentage of net sales, SG&A
expenses were 14.77% in the first half of 1995 compared to 15.7% in the
comparable period in 1994. The decrease was due to ongoing cost
containment efforts.
Operating Income:
Operating income decreased 104.8%, or $1,982,300 for the six months
ended June 30, 1995 as compared to the same period in 1994. A
discussion of the reasons for the gross margin decline are described in
the preceding "Cost of Sales and Gross Profit" section.
Operating Expense (Income):
Interest income decreased $287,500 as compared to the same period in
1994. During the first two quarters of 1994, Ameriwood received
approximately $280,000 in interest income from a note receivable it held
related to the 1989 sale of two subsidiaries. The note receivable was
sold in December of 1994; therefore, no comparable interest income was
earned in 1995.
The increase in interest expense for the first six months of 1995 was
due to higher average short-term borrowings outstanding and lower
amounts of capitalized interest as compared to the same period in 1994.
Net Income:
The Company recorded a net loss of $183,600 for the six months ended
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<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, continued
RESULTS OF OPERATIONS, continued
June 30, 1995 compared to net income of $1,368,100 in the same period of
1994. On a per share basis, net loss was $.04 in 1995, compared to net
income of $.32 in 1994. The decline in earnings and earnings per share
was mainly due to the same factors as described in the "Net Sales" and
"Cost of Sales and Gross Profit" sections above. The average number of
common and common equivalent shares outstanding was not significantly
different between the periods.
CAPITAL RESOURCES AND LIQUIDITY
Current assets declined $4,296,400 from December 31, 1994 to June 30,
1995, due mainly to a decrease in accounts receivable. Year-end
accounts receivable balances are historically higher due to the seasonal
peak of fourth quarter sales. The Company's second quarter sales have
historically been the seasonal low each year, therefore, June 30
accounts receivable balances are usually lower than year-end balances.
Current liabilities decreased $4,483,700 from December 31, 1994 to June
30, 1995. The cash resulting from the decrease in accounts receivable
was used to reduce current liabilities during the period.
Property and equipment additions of $1,428,100 in the first six months
of 1995 consisted mainly of expenditures for machinery and equipment
related to improving manufacturing efficiency and cost containment.
Ameriwood currently anticipates capital expenditures for the remainder
of 1995 will be approximately $2,100,000 and will consist of similar
machinery and equipment purchases for the Company's Ohio and Michigan
manufacturing facilities.
To finance working capital requirements and machinery and equipment
purchases in the first half of 1995, Ameriwood increased its short-term
borrowings from $2,300,000 at the end of 1994 to $3 million at June 30,
1995. The funds were provided by the Company's $15 million revolving
credit facility.
Management believes the Company's present liquidity, combined with cash
flow from future operations and the Company's revolving credit facility,
will be adequate to fund operations and capital expenditures for the
remainder of 1995 and 1996. In the event more funds are required,
additional long-term borrowings are an alternative for meeting liquidity
and capital resource needs. Nevertheless, the Company's liquidity could
be materially impaired in the future, depending on the ultimate costs of
satisfactorily resolving environmental matters at the Company's
Dowagiac, Michigan facility. See Note 2 to the accompanying condensed
consolidated financial statements for a discussion of this environmental
matter.
13 of 21
<PAGE> 14
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders on May 18, 1995, Ameriwood's
shareholders voted on the following matters:
1. A proposal to approve the Ameriwood Industries 1995 Non-Employee
Director Stock Option Plan (the "Plan"). The proposal was carried
and the Plan was approved with 3,295,138 shares voting for, 371,041
shares voting against and 57,456 shares abstaining.
2. Re-election of incumbent director Edwin Wachtel for a term of three
years. Mr. Wachtel was elected with 3,533,397 shares voting for
and 190,239 shares abstaining.
3. Election of Richard J. Pigott as director for a term of three
years. Mr. Pigott was elected with 3,468,812 shares voting for and
254,824 shares abstaining.
Company directors Neil L. Diver and Kevin K. Coyne (whose terms expire
in 1996) and Joseph J. Miglore (whose term expires in 1997) continued as
directors of the Company following the annual meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Reference is made to the Exhibit Index on Pages 16 through 21 of
this Form 10-Q report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Registrant during
the three months ended June 30, 1995.
14 of 21<PAGE>
<PAGE> 15
SIGNATURES
Pursuant to the requirements 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.
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
August 10, 1995 /s/ J.J. Miglore
----------------------
Joseph J. Miglore
President and Chief
Executive Officer
August 10, 1995 /s/ Charles R. Foley
----------------------
Charles R. Foley
Vice President of
Finance and Chief
Financial Officer
15 of 21<PAGE>
<PAGE> 16
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
-------- ------------------------------------------------ ------------
3(a) Restated Articles of Incorporation, as amended n/a
June 24, 1993 (filed as exhibit to Form 10-K
for the year ended December 31, 1993 (Commission
File No. 0-13805) and incorporated herein by
reference)
3(b) Bylaws, as amended through June 16, 1994 (filed n/a
as an exhibit to Form 10-Q for the quarter ended
June 30, 1994 (Commission File No. 0-13805) and
incorporated herein by reference)
4(a) Indenture of Trust relating to $5,000,000 n/a
Michigan Strategic Fund Industrial Development
Revenue Bonds due in 2006, and related Loan
Agreement, Letter of Credit Agreement, Mortgage
and Security Agreement and Irrevocable
Transferrable Letter of Credit (filed as
exhibits to Form 10-K for the year ended
December 31, 1989 (Commission File No. 0-13805)
and incorporated herein by reference)
4(b) Second Amendment, dated June 19, 1992, to Letter n/a
of Credit with Harris Trust and Savings Bank,
dated November 1, 1986, relating to Letter of
Credit identified in Exhibit 4(a) (filed as
exhibit to Form 10-Q for the quarter ended June
30, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
4(c) Third Amendment, dated January 13, 1995, to n/a
Letter of Credit with Harris Trust and Savings
Bank, dated November 1, 1986, relating to Letter
of Credit identified in Exhibit 4(a) (filed as
exhibit to Form 10-K for the year ended December
31, 1994 (Commission File No.0-13805) and
incorporated herein by reference)
4(d) Credit Agreement with Harris Trust and Savings n/a
Bank, dated June 19, 1992 (filed as exhibit to
Form 10-Q for the quarter ended June 30, 1992
(Commission File No. 0-13805) and incorporated
herein by reference)
16 of 21<PAGE>
<PAGE> 17
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
-------- ------------------------------------------------ ------------
4(e) Credit Agreement with Harris Trust and Savings n/a
Bank and The First National Bank of Chicago,
dated January 13, 1995 (filed as exhibit to Form
10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated
herein by reference)
4(f) Ameriwood Industries International Corporation n/a
common stock certificate specimen (filed as
exhibit to Form 10-Q for the quarter ended
March 31, 1993 (Commission File No. 0-13805)
and incorporated herein by reference)
4(g) Rights Agreement, as amended and restated as of n/a
March 15, 1995, between Ameriwood Industries
International Corporation and Harris Trust and
Savings Bank, as Rights Agent (filed as exhibit
to Form 10-K for the year ended December 31,
1994 (Commission File No. 0-13805) and
incorporated herein by reference)
The following material contracts identified with "*" preceding the
exhibit number are agreements or compensation plans with or relating to
executive officers, directors or related parties.
*10(a) 1984 Incentive Stock Option Plan, as amended n/a
(filed as exhibit to Form 10-K for the year
ended December 31, 1990 (Commission File No.
0-13805) and incorporated herein by reference)
*10(b) Ameriwood Industries 1992 Non-Employee n/a
Directors' Stock Option Plan (filed as Exhibit
A to the definitive proxy statement dated June
26, 1992 relating to the Company's 1992 annual
meeting (Commission File No. 0-13805) and
incorporated herein by reference)
*10(c) Ameriwood Industries 1993 Stock Incentive Plan n/a
(filed as Exhibit A to the definitive proxy
statement dated May 10, 1993 relating to the
Company's 1993 annual meeting (Commission File
No. 0-13805) and incorporated herein by
reference)
17 of 21<PAGE>
<PAGE> 18
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
-------- ------------------------------------------------ ------------
*10(d) Ameriwood Industries 1995 Non-Employee Director n/a
Stock Option Plan (filed as Exhibit A to the
definitive proxy statement dated May 18, 1995
relating to the Company's 1995 annual meeting
(Commission File No. 0-13805) and incorporated
herein by reference)
*10(e) Form of Stock Option Agreement dated n/a
February 14, 1991 with Neil L. Diver (filed as
exhibit to Form 10-K for the year ended December
31, 1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(f) Rospatch Corporation Annual Incentive Plan n/a
(filed as exhibit to Form 10-K for the year
ended December 31, 1990 (Commission File No.
0-13805) and incorporated herein by reference)
*10(g) Description of non-employee directors n/a
consultation fee arrangements (filed as exhibit
to Form 10-K for the year ended December 31,
1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(h) Rospatch Corporation Irrevocable Indemnity Trust n/a
Agreement dated August 13, 1990 (filed as
exhibit to Form 10-Q for the quarter ended June
30, 1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(i) First Amendment to Rospatch Corporation n/a
Irrevocable Indemnity Trust Agreement (filed as
exhibit to Form 10-K for the year ended December
31, 1991 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(j) Form of Indemnity Agreement entered into between n/a
the registrant and certain persons, together
with a list of such persons (filed as exhibit to
Form 10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated
herein by reference)
*10(k) Employment Agreement dated April 20, 1990 with n/a
Joseph J. Miglore (filed as exhibit to Form 10-K
for the year ended December 31, 1990 (Commission
File No. 0-13805) and incorporated herein by
reference)
18 of 21<PAGE>
<PAGE> 19
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
-------- ------------------------------------------------ ------------
*10(l) Addendum To Employment Agreement between n/a
registrant and Joseph J. Miglore (filed as
exhibit to Form 10-K for the year ended December
31, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(m) Memorandum dated January 19, 1990 to David n/a
Kraker regarding severance pay (filed as exhibit
to Form 10-K for the year ended December 31,
1990 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(n) Management Retention Agreement dated as of n/a
November 20, 1992 between the registrant and
Joseph J. Miglore (filed as exhibit to Form 10-K
for the year ended December 31, 1992 (Commission
File No. 0-13805) and incorporated herein by
reference)
*10(o) Form of Management Retention Agreement dated as n/a
of November 20, 1992 between the registrant and
certain persons, together with a list of such
persons (filed as exhibit to Form 10-K for the
year ended December 31, 1992 (Commission File
No. 0-13805) and incorporated herein by
reference)
*10(p) Management Retention Agreement dated June 7, n/a
1993 between the registrant and Charles R. Foley
(filed as exhibit to Form 10-K for the year
ended December 31, 1993 (Commission File No.
0-13805) and incorporated herein by reference)
*10(q) Variable Life Policies (Sections 1 through 3) n/a
for Joseph J. Miglore, James R. Meier, Gerald A.
Hickman, Charles R. Foley, and David N. Kraker,
dated January 21, 1994 (filed as exhibits to
Form 10-K for the year ended December 31, 1993
(Commission File No. 0-13805) and incorporated
herein by reference)
*10(r) Form of Variable Life Policy (Sections 4 through n/a
19, Rider and Endorsement) for executive
officers of the registrant, together with a list
of such officers (filed as exhibit to Form 10-K
for the year ended December 31, 1993 (Commission
File No. 0-13805) and incorporated herein by
reference)
19 of 21<PAGE>
<PAGE> 20
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
-------- ------------------------------------------------ ------------
*10(s) Form of Split-Dollar Life Insurance Agreement n/a
dated January 21, 1994 between the registrant
and certain persons, together with a list of
such persons (filed as exhibit to Form 10-K for
the year ended December 31, 1993 (Commission
File No. 0-13805) and incorporated herein by
reference)
*10(t) Form of Collateral Assignment Agreement dated n/a
January 21, 1994 between the registrant and
certain persons, together with a list of such
persons (filed as exhibit to Form 10-K for the
year ended December 31, 1993 (Commission File
No. 0-13805) and incorporated herein by
reference)
*10(u) Form of Severance Compensation Agreement dated n/a
January 21, 1994 between the registrant and
certain persons, together with a list of such
persons (filed as exhibit to Form 10-K for the
year ended December 31, 1993 (Commission File
No. 0-13805) and incorporated herein by
reference)
*10(v) Form of License Agreement between registrant and n/a
Europe Craft Imports, Inc. (filed as exhibit to
Form 10-K for the year ended December 31, 1991
(Commission File No. 0-13805) and incorporated
herein by reference)
10(w) Settlement Agreement made as of April 10, 1992, n/a
among registrant Atlantis Group, Inc. and other
parties identified therein, together with copies
of the executed documents referenced as exhibits
thereto (filed as exhibit to Form 10-K for the
year ended December 31, 1991 (Commission File
No. 0-13805) and incorporated herein by
reference)
10(x) Stipulation of Class Settlement (filed as n/a
exhibit to Form 10-K for the year ended December
31, 1991 (Commission File No. 0-13805) and
incorporated herein by reference)
20 of 21<PAGE>
<PAGE> 21
EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
-------- ------------------------------------------------ ------------
10(y) Settlement Agreement between Ameriwood n/a
Industries International Corporation and
American Casualty Company, dated September 1994
(filed as exhibit to Form 10-Q for the quarter
ended September 30, 1994 (Commission File No.
0-13805) and incorporated herein by reference)
10(z) $4,500,000 Flightline Electronics, Inc. Junior n/a
Subordinated Note, dated December 5, 1991;
Endorsement of Note; Agreement between
Ameriwood Industries International Corporation
and Flightline Electronics, Inc.; and Assignment
of Junior Subordinated Note (filed as exhibit to
Form 10-K for the year ended December 31, 1994
(Commission File No. 0-13805) and incorporated
herein by reference)
27 Financial Data Schedule
21 of 21
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
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