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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended June 30, 1995
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from _________________ to _________________
Commission file number: 0-14315
NRP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2050538
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5950 BERKSHIRE LANE, SUITE 1650, DALLAS, TEXAS 75225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 361-9870
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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, $.01 PAR VALUE
(Title of Class)
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 30, 1995 was approximately $41 million.
Shares of Common Stock outstanding as of September 30, 1995: 13,563,361
DOCUMENTS INCORPORATED BY REFERENCE
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NRP INC.
AMENDMENT TO FORM 10-K
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The following table sets forth the names and ages of all directors and
executive officers of the Company as well as all positions and offices held by
each such person and his term in each such position or office.
<TABLE>
<CAPTION>
Position with the Held
Name and Age Company or Subsidiary Position Since
- ----------------------- ------------------------------------------------ --------------
<S> <C> <C>
Michael G. Santry President, Chief Executive Officer, February 1986
47 Chief Financial Officer and Director.
Thomas Bijou President of Advanced Telemarketing Corporation August 1992
44 and Director February 1993
Jerry L. Sims, Jr. Secretary, February 1994
34 Controller, September 1991
and Director November 1993
J. Frank Mermoud Director March 1994
39
Patrick V. Stark Director December 1991
41
Mike Allred Director February 1993
50
</TABLE>
MICHAEL G. SANTRY has been the President, Chief Executive Officer,
Chief Financial Officer and a Director of the Company since February 1986.
Since 1980 Mr. Santry has been President and a Director of Lakewood Financial
Consultants, Inc., a privately held corporation providing financial consulting
services. Mr. Santry is a Certified Public Accountant.
THOMAS BIJOU has been a Director of the Company since February 1993
and has been President of the Company's operating subsidiary, Advanced
Telemarketing Corporation, since August 1992. Mr. Bijou was a Vice President
for Tigon Corporation, a voice mail services subsidiary of Ameritech
Corporation from 1983 to August 1992.
JERRY L. SIMS, JR. has been a Director of the Company since November
1993, Secretary of the Company since February 1994, and Controller of the
Company since September 1991. From 1985 to 1991 Mr. Sims was Vice President of
Finance for the Company's subsidiary, Advanced Telemarketing Corporation.
J. FRANK MERMOUD has been a Director of the Company since March 1994
and has acted as a consultant to the Company since May 1993. Mr. Mermoud was a
Legislative Director of Congressional Affairs with the U.S. Department of State
from 1992 to 1993 and prior to joining the U.S. Department of State Mr. Mermoud
was a Congressional Liaison Officer with U.S. Information Agency since 1988.
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PATRICK V. STARK has been a Director of the Company since December
1991 and has been a Shareholder and Director of the law firm Kane, Russell,
Coleman and Logan since 1992. Prior to joining the law firm Mr. Stark was
Executive Vice President and General Counsel for Lifetime Automotive Products
since May 1991 and prior to joining Lifetime Automotive Products, Mr. Stark was
a Director and Shareholder with the law firm Geary, Glast & Middleton.
MIKE ALLRED has been a Director of the Company since February 1993 and
has been a Director of Spencer Stuart since April 1994. Prior to joining
Spencer Stuart Mr. Allred was a Vice President of E-Systems from May 1992 to
March 1994 and from 1987 to 1992 Mr. Allred was President/Chief Executive
Officer of VI-Tec.
Each director serves until the next annual meeting of the Company's
shareholders and until the director's successor is duly elected. Officers
serve at the discretion of the Board of Directors. There is no family
relationship among any of the above named officers and directors of the
Company.
ITEM 11: EXECUTIVE COMPENSATION.
Furnished below is a table containing individual compensation
information on the Chief Executive Officer of NRP Inc. and the two other most
highly paid executive officers of NRP Inc. and its operating subsidiary, each
of whose total annual salary and bonus amounts totaled $100,000 or more for
services rendered in all capacities during the fiscal years ended June 30,
1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------------ --------------------------- -------
Name and Principal Year Salary Bonus Other Annual Restricted Options/ LTIP All Other
Position $ $ Compensation Stock Awards SARs (7) Payouts Compensation
- ------------------------ ---- ------- ------- ------------ ------------ ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael G. Santry 1995 275,000 (1) -- -- -- -- --
President, 1994 331,250 -- -- -- -- -- --
Chief Executive Officer, 1993 350,000 -- -- -- -- -- --
Chief Financial Officer
Thomas Bijou 1995 250,016 125,000(2) -- -- 2,410,880 (4) -- --
President of Advanced 1994 228,079 175,000(2) -- -- -- -- (4)
Telemarketing Corp. 1993 151,679 (3) -- -- -- -- -- --
RICHARD F. MARINARO 1995 -- -- 1,063,024 (5) -- -- -- --
Senior Vice President of 1994 -- -- 404,018 (5) -- -- -- --
Advanced Telemarketing 1993 -- -- 242,572 (5) -- -- -- --
Corporation
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
Number of Securities % of Total Options ----------------------
Underlying Options Granted to Employees In Exercise Expiration
Name Granted Fiscal Year Price Date 5% 10%
- ------------------ -------------------- ----------------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
THOMAS F. BIJOU 2,410,880 (6) 90.6% .8125 3/05 1,231,904 3,121,886
</TABLE>
(1) Effective March 1, 1994 the Board of Directors set Mr. Santry's annual
base salary at $275,000. Mr. Santry is also entitled to receive bonus
compensation up to $75,000 upon the achievement of certain financial
results at NRP for the 1995 calendar year.
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(2) Mr. Bijou was paid $125,000 and $175,000 in bonus compensation in
fiscal 1995 and 1994, respectively, pursuant to the achievement of
certain operating results at ATC for the 1994 and 1993 calendar years.
Mr. Bijou is entitled to receive bonus compensation of up to $100,000
payable in fiscal 1996 subject to the achievement of certain operating
results at ATC for the 1995 calendar year.
(3) Mr. Bijou became President of Advanced Telemarketing Corporation on
August 28, 1992.
(4) In 1994 Mr. Bijou was granted fully vested options to purchase 10% of
the common stock of Advanced Telemarketing Corporation at an option
price of $.01 per share. In management's opinion, the option price
approximated the fair market value of the stock at the date of grant.
With such grant Mr. Bijou held fully vested options to purchase 15% of
the common stock of Advanced Telemarketing Corporation. In March
1995, Mr. Bijou surrendered such options in exchange for stock
options to purchase a total of 2,410,880 shares of the Company's
Common Stock at $0.8125 per share, the market price at the date of
grant. The options granted became fully exercisable on August 1, 1995
and are exercisable for ten years from the date of grant.
(5) Mr. Marinaro's compensation is derived from commissions earned on
revenues at Advanced Telemarketing Corporation. Mr. Marinaro serves
as an account representative for Advanced Telemarketing Corporation's
largest customer. His compensation is derived from commissions earned
on revenues generated by such customer. Mr. Marinaro is not an
officer or director of the Company and therefore does not participate
in policy making decisions for the Company.
(6) Mr. Bijou assigned options to purchase 482,176 shares of the Company's
Common Stock to another employee of Advanced Telemarketing Corporation
effective as of the same date of grant and consequently holds options
to purchase 1,928,704 shares of the Company's Common Stock.
(7) In February 1993 the Company's shareholders approved the NRP Inc. 1992
Stock Option Plan (the "1992 Plan") to grant options to purchase up to
3,000,000 shares of Common Stock to key employees, officers, and
directors of the Company and its subsidiaries. Options may be granted
at any time prior to December 11, 2002. To date no options have been
granted pursuant to the Plan to the executive officers named in the
table above. In March 1995, the Company's Board of Directors approved
the NRP Inc. 1995 Stock Option Plan (the "1995 Plan") to grant options
to purchase up to 2,410,880 shares of Common Stock to key employees of
the Company and its subsidiaries. Options to purchase all 2,410,880
shares were then granted to Mr. Bijou. See also Note 6 above.
Advanced Telemarketing Corporation and Thomas Bijou are parties to an
employment agreement which provides for an employment term through December
31,1997 at an annual base salary of $262,500. The agreement also provides for
the payment to Mr. Bijou in fiscal 1996 of an incentive cash bonus for the 1995
calendar year which, if Advanced Telemarketing Corporation's operating income
exceeds certain levels, can equal up to $100,000. The employment agreement
also contains confidentiality and non-competition provisions.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of September 30, 1995, certain
information with respect to the beneficial ownership of Common Stock by (i)
each person known by the Company to be a beneficial owner of five percent (5%)
or more of the Company's Common Stock, (ii) each director and each of the three
executive officers listed in the Summary Compensation Table above who
beneficially own Common Stock of the Company, and (iii) all officers and
directors who beneficially own Common Stock as a group:
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<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (1)
- ---------------------------------- -------------------- ----------
<S> <C> <C>
Codinvest Limited 4,200,000 (2) 23.64% (2)
Road Town
Tortola
British Virgin Islands
Banque Scandinave En Suisse 1,169,950 (3) 8.63% (4)
Cours de Rive 11
1211 Geneva 3
Switzerland
Jess R. Turner 1,406,250 10.37% (4)
8350 N. Central Expwy., #1166
Dallas, TX 75206
Frank E. Miller 760,000 5.60% (4)
7005 Endicott Court
Bethesda, MD 20854
Thomas F. Bijou 1,955,704 (5) 12.62% (5)
8001 Bent Branch Drive
Irving, TX 75063
Michael G. Santry 1,404,590 (6) 10.36% (4)
5950 Berkshire Lane, #1650
Dallas, TX 75225
Jerry L. Sims, Jr. 300,000 (7) 2.16%(7)
5950 Berkshire Lane, #1650
Dallas, TX 75225
Patrick V. Stark 148,000 (8) 1.08% (8)
1601 Elm St.
Suite 3700
Dallas, TX 75201
J. Frank Mermoud 140,370 (8) 1.02% (8)
5004 Klingle St., N.W.
Washington, DC 20016
Mike Allred 135,000 (8) 0.99% (8)
1201 W. Peachtree St.
Suite 3230
Atlanta, GA 30309
</TABLE>
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<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percent of
Beneficial Owner Class (1)
- ---------------------------------- -------------------- ----------
<S> <C> <C>
Richard F. Marinaro -- --
8001 Bent Branch Drive
Irving, TX 75063
All directors and officers as a 4,565,840 (9) 27.37% (9)
group (7 persons)
</TABLE>
(1) Reported in accordance with the beneficial ownership rules of the
Securities and Exchange Commission. Unless otherwise noted, the
shareholders listed in the table have both sole voting power and sole
dispositive power with respect to such shares, subject to community
property laws where applicable and the information contained in the
other footnotes to the table.
(2) Represents beneficial ownership of 4,200,000 shares of Common Stock
issuable upon conversion of the Company's Series C Preferred Stock.
The Series C Preferred Stock is entitled to vote on an as converted
basis on all matters submitted to a vote of shareholders.
(3) Based on information available to the Company and Banque Scandinave En
Suisse's representations to the Company, Banque Scandinave En Suisse's
holdings of record of Common Stock are held for the account of other
entities, none of which individually would equal five percent (5%) or
more of the Company's Common Stock. Banque Scandinave En Suisse
disclaims beneficial ownership of such Common Stock.
(4) Based on 13,563,361 shares of Common Stock outstanding at September
30, 1995.
(5) Pursuant to an employment agreement, described above in Item 11.
Executive Compensation, Mr. Bijou was previously granted fully vested
options to purchase 15% of the common stock of Advanced Telemarketing
Corporation. In March 1995, Mr. Bijou surrendered such options in
exchange for stock options to purchase a total of 2,410,880 shares of
the Company's Common Stock at $0.8125 per share, the market price at
the date of grant. The options granted became fully exercisable on
August 1, 1995 and are exercisable for ten years from the date of
grant. Mr. Bijou assigned options to purchase 482,176 shares of the
Company's Common Stock to another employee of Advanced Telemarketing
Corporation effective as of the same date of grant and consequently
holds options to purchase 1,928,704 shares of the Company's Common
Stock. Mr. Bijou also owns 27,000 shares of Common Stock directly.
(6) Mr. Santry's shares are owned of record by Lakewood Financial
Consultants, Inc. which is 99% owned by Mr. Santry.
(7) Includes beneficial ownership of 300,000 shares of Common Stock
issuable upon exercise of stock options granted pursuant to the NRP
Inc. 1992 Stock Option Plan.
(8) Includes beneficial ownership of 135,000 shares of Common Stock
issuable upon exercise of stock options granted pursuant to the NRP
Inc. 1992 Stock Option Plan.
(9) Includes certain beneficial ownership as set forth in footnotes (5),
(6), (7) and (8) above.
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ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
At June 30, 1995 and 1994, Michael G. Santry, the President of the
Company had outstanding borrowings and accrued interest of approximately
$793,773 and $150,727, respectively, pursuant to a line of credit established
in 1987. The borrowing bears interest at 7% per annum and is due in full on
June 30, 1996. As of September 30, 1995 payments had been received which
reduced the balance of such borrowings to approximately $294,000.
During 1994 the Company entered into a five year consulting agreement
with Jess R. Turner, a greater than 5% shareholder and formerly an officer and
director of the Company, pursuant to which Mr. Turner will be paid
approximately $28,000 per year for his services. Payments made to Mr. Turner
are required to be applied to reduce the balance of a $140,000 note receivable
from Mr. Turner payable to the Company. Mr. Turner is no longer considered an
"affiliate" of the Company as such term is defined by Rule 405 under the
Securities Act of 1933.
FEM Inc., a company controlled by Frank E. Miller, a greater than 5%
shareholder of the Company, entered into a management agreement, which expired
March 1, 1994, with the Company pursuant to which FEM Inc. performed consulting
and administrative services for the Company. During the fiscal year ended June
30, 1994, the Company paid an aggregate of $110,000 under such management
agreement. In addition, at June 30, 1995 FEM Inc. had outstanding borrowings
and accrued interest of $123,650 pursuant to a note receivable to the Company.
The note bears 3% annual interest and is due in full on June 30, 1996.
On August 30, 1994 the Company sold certain of the assets of its list
services subsidiaries to a company owned by Stephen D. Bogner, the former
president of such subsidiaries.
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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, hereunto duly authorized.
NRP INC.
Dated: October 27, 1995 By: /s/ Michael G. Santry
---------------- ----------------------------------
Michael G. Santry
President
(Chief Executive Officer and
Chief Financial Officer)
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