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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000
Commission file number 0-14299
SECOM GENERAL CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 87-0410875
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
46035 GRAND RIVER AVENUE, NOVI,
MICHIGAN 48374
(Address of principal executive offices)
Registrant's telephone number, including area code: (248) 305-9410
Securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
(Title of class and name of exchange on which registered)
Securities registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Common Stock, par value $.10 per share
(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 (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 the Registrant's knowledge, in a definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]
As of December 11, 2000, 999,860 shares of the Registrant's Common Stock were
outstanding and the aggregate market value of such Common Stock held by
non-affiliates (based on the closing price on that date as reported on the
NASDAQ SmallCap Market System was approximately $1,423,284.
DOCUMENTS INCORPORATED BY REFERENCE
None
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TABLE OF CONTENTS
PART I
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PAGE
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Item 1. Business........................................................................................3
Item 2. Properties......................................................................................6
Item 3. Legal Proceedings...............................................................................7
Item 4. Submission of Matters to a Vote of Security Holders.............................................7
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.............................................................................7
Item 6. Selected Financial Data.........................................................................8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................................9
Item 8. Financial Statements and Supplementary Data....................................................11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................................................12
PART III
Item 10. Directors and Executive Officers of the Registrant.............................................12
Item 11. Executive Compensation.........................................................................13
Item 12. Security Ownership of Certain Beneficial Owners and
Management.....................................................................................17
Item 13. Certain Relationships and Related Transactions.................................................19
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K....................................................................................19
</TABLE>
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PART I
ITEM 1. BUSINESS.
GENERAL
Secom General Corporation, a Delaware corporation ("Secom" or the
"Company") is a holding company with the following wholly owned subsidiaries:
Metal Parts Forming Segment:
- Uniflow Corporation ("Uniflow") acquired in 1991 and
substantially all of the operating assets were sold in February
2000
Tooling Segment:
- Form Flow, Inc. ("Form Flow") acquired in 1987
- L&H Die, Inc. ("L&H") acquired in 1987
- MIC-Shelf, Inc., formerly known as Micanol, Inc. ("Micanol")
acquired in 1990
Substantially all of the operating assets of each of the forgoing
subsidiaries were sold in June 2000.
Production Machining Segment:
- MMC Manufacturing Corp., formerly known as Milford Manufacturing
Corporation ("Milford") acquired in 1996 and in transactions
occurring in March, July and October 1998, the Company sold all
of the assets of Milford.
In 1998, the Company's Board of Directors engaged an investment banking
firm to assist the Company in developing strategic alternatives to maximize
shareholder value. Among the alternatives discussed and ultimately pursued was a
sale of the Company's operating assets and properties in separate transactions
resulting in the liquidation of the Company.
On February 9, 2000, the operating assets of the Metal Parts Forming
Segment were sold to Alken-Ziegler Livonia, LLC ("Alken-Ziegler") for a purchase
price of approximately $2.4 million in cash and Alken-Ziegler agreed to assume
certain liabilities of the Metal Parts Forming Segment.
On June 30, 2000, the Company sold substantially all of the operating
assets of the Tooling Segment to Alken-Ziegler Tool Company (the "Tool
Company"), and GL Ziegler Investments, LLC ("GLZ"and the "Tool Company" are
collectively referred to as "Purchaser") for a purchase price of approximately
$9.6 million. Approximately $8 million was received in cash on June 30, 2000
with the balance paid in cash on August 31, 2000. The Purchaser also agreed to
assume certain
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liabilities of the Tooling Segment. The sale of the Tooling Segment was approved
by the written consent of more than fifty-one (51%) percent of the outstanding
shares of the Company's common stock on May 10, 2000.
With the recommendation of Secom's Board of Directors, the Company's
shareholders approved a Plan of Liquidation on August 24, 2000. Under its Plan
of Liquidation, over approximately a three year period the Company will
distribute to its shareholders, on a pro rata basis, all of its remaining
property and assets, after payment of or the provision for the payment of claims
and obligations. The Company paid an initial liquidating distribution of $11.55
per share on October 31, 2000 from available cash.
The Company's corporate mailing address is 46035 Grand River Avenue,
Novi, Michigan 48374; its telephone number is (248) 305-9410 and its facsimile
number is (248) 347-2829.
Except as otherwise indicated by the context, any reference to the
"Company" shall mean the Company and its subsidiaries. The Company's fiscal
year-end is September 30.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company (who serve as such at the
pleasure of the Board of Directors), their ages and the position or office held
by each, are as follows:
Name Age Positions with the Company
Robert A. Clemente........... 47 Chairman of the Board since 1994
and Director since 1993
Paul D. Clemente.............. 37 Vice President since 1997 and
Member of the Operating
Committee since June 1998
Scott J. Konieczny............ 35 Chief Financial Officer since
October 1998,Secretary/Treasurer
since June 1998 and Member of
the Operating Committee since
April 1999
Since June 1998, the Company has operated under a Board appointed
operating committee, which fulfills the duties of the Company's president.
Currently the operating committee is comprised of Paul Clemente and Scott
Konieczny.
FORWARD-LOOKING STATEMENTS
The Company and its representatives may from time to time make written
or oral statements concerning expectations for the future which are
forward-looking statements, including statements in the Company's filings with
the Securities and Exchange Commission. Whenever possible, the Company has
identified these forward-looking statements by words or phrases such as "will
likely
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result", "expects", "anticipates", "believes", "forecast", "estimate", "project"
or similar expressions within the meaning of the Private Securities Litigation
Reform Act of 1995. The Company's forward-looking statements reflect the
Company's best judgment based on current information and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, these statements. Readers are cautioned
that they should not place undue reliance on any forward-looking statements
because such statements speak only as of the date they are made.
The methods used by the Board of Directors and management in estimating
the value of the Company's property and assets do not, with certainty, result in
an exact determination of value nor are they intended to indicate the amount, if
any, a stockholder may receive in liquidation. The amount of liquidation
proceeds depends largely on factors beyond the Company's control, including,
without limitation, the price at which the Company will be able to sell its
remaining assets and properties, the rate of inflation, changes in interest
rates, the condition of the real estate and financial markets, the availability
of financing to prospective purchasers, the amount and nature of any unknown
contingent liabilities and the ability to collect its receivables.
The Company cautions that the foregoing list of important factors may
not be all-inclusive, and it specifically declines to undertake any obligation
to publicly revise any forward-looking statements that have been made to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of any anticipated or unanticipated events.
METAL PARTS FORMING SEGMENT
General
The Metal Parts Forming Segment was comprised of Uniflow. The operating
assets of the Metal Parts Forming Segment were sold on February 9, 2000 to
Alken-Ziegler pursuant to an Asset Purchase Agreement dated as of February 1,
2000 among Alken-Ziegler, as purchaser, and the Company and Uniflow, as sellers.
Alken-Ziegler paid a purchase price of approximately $2.4 million in cash and
agreed to assume Uniflow's obligations under its collective bargaining agreement
with the UAW. See Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a detailed description of the
transaction.
Prior to its sale, the Metal Parts Forming Segment primarily
manufactured automotive and truck parts from steel bar, coil and tubing using
cold forging and forming machines and various types of secondary machining, such
as threadrolling and piercing equipment.
Employees
As of September 30, 2000, Uniflow had no employees compared to 83
full-time employees in the prior year.
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TOOLING SEGMENT
General
The Company's Tooling Segment was comprised of Form Flow, L&H and
Micanol. On March 29, 2000, the Company executed an Asset Purchase Agreement
with Alken-Ziegler and GLZ. On May 10, 2000, the sale of the Tooling Group was
approved by the written consent of more than fifty-one (51%) percent of the
outstanding shares of the Company's Common Stock. The sale was completed on June
30, 2000. In connection with the sale of the operating assets of the Tooling
Segment, the Company received a cash purchase price of approximately $8 million
on June 30, 2000. On August 31, 2000 the Company received approximately $1.6
million from the sale of the Tooling Segment's real estate. The Purchaser also
agreed to assume certain liabilities of the Tooling Segment. See Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a detailed description of the transaction.
Prior to its sale the Tooling Segment manufactured close tolerance
tooling for the hot and cold metal forming industry. Hot and cold metal forming
companies typically make metal parts from steel coil that is automatically fed
through various stations on a "header" forming machine. A header machine cuts
steel coil and moves it through each die station progressively, using tool
inserts to form the part. Tool life is dependent on the type of material used to
make the part, as well as the size and shape of the part, among other things.
Employees
As of September 30, 2000, the Tooling Segment had no employees compared
with 131 full-time employees in the prior year.
PRODUCTION MACHINING SEGMENT
The Company's Production Machining Segment was comprised of its wholly
owned subsidiary, MMC Manufacturing Corp., f/k/a Milford Manufacturing
Corporation ("Milford"), which was acquired in November 1996. Milford
manufactured various aluminum brake components and starter motor shafts for the
automotive industry. In separate transactions occurring in March, July and
October 1998, all of Milford's assets were sold due to its deteriorating
operating results.
ITEM 2. PROPERTIES.
The Company's mailing address is 46035 Grand River Avenue, Novi,
Michigan 48374. Secom owns three buildings and approximately six acres of land,
which previously housed Uniflow's operations, and which are being held for sale.
The buildings are described as follows: (1) 12,400 square feet at 46001 Grand
River Avenue, (2) 16,700 square feet at 46035 Grand River Avenue and (3) 32,000
square feet at 46039 Grand River Avenue.
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ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in various legal proceedings arising in the
normal course of business. In the opinion of management, based on the opinion of
counsel, the outcome of such litigation is not expected to have a material
adverse effect on the Company's consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders on August 24, 2000,
at which time the following proposals were voted on:
1. To approve and adopt the Plan of Liquidation and Dissolution:
Votes: For 622,975 Against 1,944 Broker non-votes 307,689
2. To elect Robert Clemente, Gregory Adamczyk, Rocco Pollifrone and
Richard Thompson directors to serve until the next Annual Meeting
of Stockholders or until their successors are duly elected:
Votes: For 929,049 Against 2,190 Broker non-votes 1,615
3. To ratify and approve the selection of Rehmann Robson, P.C. as
independent auditors for the fiscal year ended September 30, 2000:
Votes: For 930,664 Against 573 Broker non-votes 0
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock (trading symbol "SECM") traded on NASDAQ
from June 1987 and on the NASDAQ National Market System (NMS) from January 1992.
In April 1999, trading of the Company's stock was moved to the Nasdaq SmallCap
Market System under the symbol SECM due to the Company's failure to meet certain
minimum listing requirements of the NMS.
The following table sets forth (for the respective period indicated)
the high and low trade for the common stock as reported by NASDAQ. Trade prices
do not include retail markups, markdowns or commissions and have been adjusted
for the one-for-five reverse stock split effective April 14, 1999.
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<TABLE>
<CAPTION>
QUARTER ENDED HIGH TRADE LOW TRADE
<S> <C> <C>
12/31/98 4.06 0.31
3/31/99 3.13 1.25
6/30/99 3.75 1.38
9/30/99 5.13 2.50
12/31/99 5.25 2.50
3/31/00 8.38 2.25
6/30/00 9.56 5.06
9/30/00 12.19 9.63
</TABLE>
On September 30, 2000 there were approximately 700 nominees/persons of
record that held the Company's common stock. Of those listed of record,
approximately 497,000 shares were held by brokers and nominees representing an
undetermined number of beneficial stockholders.
Under its Plan of Liquidation, the Company will distribute to its
shareholders, on a pro rata basis, all of its remaining property and assets,
after payment of or the provision for the payment of claims and obligations. The
first distribution of $11.55 per share was paid on October 31, 2000. The Company
believes that if it is successful in liquidating its remaining assets at their
estimated current market value, stockholders could receive liquidating
distributions of approximately $2.00 to $3.00 per share over the next three to
four years, in addition to the first distribution of $11.55 per share paid on
October 31, 2000.
As a result of the approval of the Plan of Liquidation and payment of
the first liquidating distribution, the Company filed its Certificate of
Dissolution with the State of Delaware which will be effective December 31, 2000
and the Company requested that Nasdaq delist the Company's securities from its
SmallCap Market System at the close of trading on December 29, 2000. The Company
has also directed its transfer agent to close Secom's stock transfer books and
to restrict all further transfers of its stock as of the close of trading on
December 29, 2000. In conjunction with the filing of its Certificate of
Dissolution, the Company has also filed a "No Action Letter" with the Securities
and Exchange Commission. The "No Action Letter" requests relief from the
periodic reports filing requirements under Sections 13A and 15(d) of the
Exchange Act. If the Company's request is granted, the Company will continue to
report any material developments relating to its winding-up and dissolution on a
Current Report Form 8-K, prior to the date the Company distributes the final
distribution to its stockholders pursuant to Delaware law.
ITEM 6. SELECTED FINANCIAL DATA.
The selected Net Assets in Liquidation data as of September 30, 2000,
Changes in Net Assets for the Period April 1, 2000 to September 30, 2000 set
forth below are derived from Secom's audited consolidated financial statements.
(The Company adopted the liquidation basis of accounting effective April 1, 2000
in anticipation of the Company's liquidation.) As discussed in Item 1.
"Business," the Company's shareholders approved a Plan of Liquidation;
therefore, prior year financial data is not comparable or meaningful and is not
presented. The selected financial data should be read in conjunction with Item
7. "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of Secom General
Corporation and Subsidiaries and the related notes thereto included elsewhere
herein. The following data is presented in
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thousands, except for per share data:
<TABLE>
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Net Assets in Liquidation Data:
Total assets.......................................................$ 16,767
Total liabilities.................................................. 2,928
Net assets in liquidation.......................................... 13,839
Statement of Changes in Net Assets Data:
Stockholders equity at March 31, 2000 (going concern
historical cost basis)........................................... 10,118
Decrease in net assets due to retirements of stock................. (651)
Increase in net assets from revaluing assets to liquidation
basis from going concern, historical cost basis as of
April 1, 2000.................................................... 361
Gain from sales of assets and activities during the wind
down period April 1, 2000 through September 30, 2000 4,011
Net assets in liquidation.......................................... 13,839
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto contained elsewhere
in this Form 10-K.
LIQUIDITY AND CAPITAL RESOURCES
During the fall of 1998, Secom's Board of Directors engaged the
investment banking firm of Goldsmith, Agio, Helms Securities, Inc. ("GAHS") to
assist it in developing strategic alternatives to increase stockholder value.
Secom's Board initially contacted GAHS because it believed that the value of the
Company was greater than the aggregate value of the then trading price of the
Company's shares of Common Stock. Among the alternatives discussed with GAHS was
a possible merger, sale or similar transaction of the entire Company or its
subsidiaries. While other parties expressed an interest in engaging in a
transaction with the entire Company, the price proposed by such parties was
below what the Board believed was fair market value. GAHS also advised the Board
that, because of the different industries represented by our two segments, many
potential purchasers would not be interested in purchasing both segments.
Therefore, the Board believed it was necessary to pursue other alternatives to
accomplish its goal of increasing stockholder value, including selling the
Company's assets and properties in separate transactions and ultimately
liquidating it.
In August 1999, the Company entered into a letter of intent with a
potential purchaser for the sale of the assets of the Tooling Segment, which was
comprised of Form Flow, L&H Die and Micanol. After signing the letter of intent,
the potential purchaser asked the Company for certain concessions on the terms
which Secom was unwilling to provide. The letter of intent also contained
certain contingencies that were not satisfied so the letter of intent
terminated.
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At the same time, the Company was negotiating with Alken-Ziegler
Livonia, LLC ("Alken-Ziegler") for the sale of the operating assets of the Metal
Parts Forming Segment, which was comprised of Uniflow. The Company ultimately
entered into a letter of intent for that sale in October 1999. When the letter
of intent with respect to the Tooling Segment terminated, Alken-Ziegler
expressed interest in purchasing the assets of the Tooling Segment. In November
1999, Secom's Board authorized execution of a non-binding letter of intent with
Alken-Ziegler for the sale of the assets of the Tooling Segment. At that time,
however, Secom believed that it was in its best interest to focus on closing the
sale of the Metal Parts Forming Segment before entering into a definitive
agreement for the sale of the assets of the Tooling Segment.
On February 9, 2000, Secom sold the operating assets of its Metal Parts
Forming Segment to Alken-Ziegler for a purchase price of approximately $2.4
million in cash. Alken-Ziegler also agreed to assume certain liabilities of the
Metal Parts Forming Segment. The Company then began negotiating with
Alken-Ziegler and GL Ziegler Investments, LLC ("GLZ") on the terms of a
definitive agreement for the sale of the assets of the Tooling Segment. Secom
recognized a loss of approximately $187,000 on the sale, net of an applicable
income tax benefit of approximately $93,000.
On March 29, 2000, the Company's Board authorized the execution of an
Asset Purchase Agreement with Alken-Ziegler and GLZ. On May 10, 2000, the sale
of the Tooling Segment was approved by the written consent of more than
fifty-one (51%) percent of the outstanding shares of Secom's Common Stock. Prior
to the closing, Alken-Ziegler assigned its interests under the Asset Purchase
Agreement to its affiliate, Alken-Ziegler Tool Company, LLC ("A-Z Tool Company";
A-Z Tool Company and GLZ are collectively referred to as "Purchaser"). The sale
was completed on June 30, 2000. In connection with the sale of the operating
assets of the Tooling Segment, the Company received a cash purchase price of
approximately $8 million on June 30, 2000. The Company received the balance of
approximately $1.6 million on August 31, 2000 upon the closing of the sale of
the Tooling Segment's real estate to Purchaser. The Purchaser also agreed to
assume certain liabilities of the Tooling Segment. The Company recognized a gain
from the sale of approximately $3.4 million, net of applicable income taxes of
approximately $1.4 million.
In a separate transaction in April 2000, the Company sold one of its
manufacturing facilities in Novi, Michigan for approximately $1.2 million,
resulting in a gain of approximately $121,000, net of applicable income taxes of
approximately $30,000. The Company's three remaining manufacturing facilities
and related real estate in Novi, Michigan are currently held for sale at an
aggregate purchase price of $2.7 million. The Company currently receives rental
income with respect to these facilities.
During 1998 the Company sold the remaining machinery, equipment and
business of Milford for $4.2 million, of which $1.5 million was received in the
form of a note to be paid in four annual installments of $375,000 plus interest.
During September 2000, the Company received $715,000 in full settlement of the
remaining principal balance of $750,000 outstanding on the note receivable.
During the "wind down" period, the Company disbursed approximately
$651,000 to repurchase approximately 60,000 shares of its common stock,
primarily from the Company's
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401(k) Plan. The repurchases of stock were in accordance with the terms of the
401(k) Plan. The 401(k) Plan was terminated due to the adoption, by the Company,
of the Plan of Liquidation.
Based on the sales of substantially all of the operating assets of
Uniflow and the Tooling Segment and Secom's Board of Directors recommendation,
the Company's shareholders approved a Plan of Liquidation on August 24, 2000.
Under its Plan of Liquidation, the Company will distribute to its shareholders,
on a pro rata basis, all of its remaining property and assets, after payment of
or the provision for the payment of claims and obligations. The first
distribution of $11.55 per share was paid on October 31, 2000. The Company
believes that if it is successful in liquidating its remaining assets at their
estimated current market value, stockholders could receive liquidating
distributions of approximately $2.00 to $3.00 per share over the next three to
four years, in addition to the first distribution of $11.55 per share paid on
October 31, 2000.
ADOPTION OF LIQUIDATION BASIS OF ACCOUNTING
As a result of the Company signing an Asset Purchase Agreement on March
29, 2000 to sell substantially all of the operating assets of the Tooling
Segment, and the Company's expectation of obtaining from its shareholders formal
approval of a plan of liquidation upon the consummation of the sale of the
Tooling Segment, the Company adopted the liquidation basis of accounting. Such
adoption was effected beginning on April 1, 2000 for administrative convenience
coincident with the close of the Company's second fiscal quarter ended March 31,
2000. The Company has presented consolidated statements of operations,
stockholders' equity, and cash flows for the period from October 1, 1999 to
March 31, 2000, the period of the current fiscal year before the liquidation
basis of accounting was adopted. However, as a result of the approval of the
Plan of Liquidation, comparative financial information and certain other
disclosures are not meaningful and have not been presented. In addition, under
the liquidation basis of accounting, gains and losses from dispositions of
assets are displayed as net amounts versus gross revenue and expenses under the
going concern basis of accounting. The primary financial statements required
under the liquidation basis of accounting are a Statement of Net Assets and a
Statement of Changes in Net Assets.
CORPORATE
The Company's Board retained three employees, Robert Clemente, Paul
Clemente and Scott Konieczny to facilitate the implementation of the Plan of
Liquidation. In addition to payroll and the related benefits expenses for the
three employees, the Company will incur interest, professional and general
office and administrative expenses. The Company believes much of the
implementation will be concluded by March 31, 2001 which will enable it to
substantially reduce "wind down" expenses at that time. The Company anticipates
that future cash flows from rental and royalty agreements and certificates of
deposits are likely to minimize any negative cash flows from the Company during
the period up to March 31, 2001 and beyond.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 14(a)(1) for a list of the financial statements included in
this Form 10-K.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following is a listing of the members of the Board of Directors of
the Company and includes information regarding the individual's age, principal
occupation, other business experience, directorships in other publicly-held
companies and term of service with the Company. Directors are elected at each
Annual Meeting of Stockholders or until his successor is elected and qualified.
Information regarding executive officers is included under Item 1. "Business"
pursuant to General Instruction G.
NAME AND AGE POSITION AND PRINCIPAL OCCUPATION
Robert A. Clemente, 47 Director of the Company since December 1993 and
Chairman since December 1994, Mr. Clemente also
served as President and Chief Executive Officer of
the Company from December 1993 through May 1998. Mr.
Clemente is an attorney and certified public
accountant and, since September 1999, Of Counsel to
the law firm of Hardy, Lewis and Page, PC,
Birmingham, Michigan, where he had also been Of
Counsel from December 1993 to December 1996. From
January 1997 through August 1999, Mr. Clemente was Of
Counsel to the firm of Munro & Munro, PC, Troy,
Michigan. Mr. Clemente specializes in corporate,
commercial and tax law.
Gregory Adamczyk, 46 Director of the Company since December 1993.
President and owner of Future Planning Corp. since
December 1980, Mr. Adamczyk is also Chairman,
Director and founder of Forward Planning Corp. Both
Future Planning Corp. and Forward Planning Corp. are
based in Livonia, Michigan and specialize in
manufacturing and engineering, primarily for
automotive factories.
Rocco Pollifrone, 43 Director of the Company since December 1993. Since
August 1999 Mr. Pollifrone is Chief Executive Officer
of Trumark Engineering, Detroit, Michigan. Prior to
that, Mr. Pollifrone was President and Chief
Executive Officer of Forward Planning Corp. and had
been employed there or with affiliated companies for
over 20 years in various management positions.
Richard Thompson, 31 Director of the Company since December 1993. Mr.
Thompson has been the President and owner of MST
Steel Corp., Warren, Michigan since 1998 and was Vice
President of MST Steel Corporation since 1991. MST
Steel Corp. is a steel service center that
warehouses, processes and sells flat-rolled steel,
primarily for the automotive industry.
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Robert Clemente, Director and Chairman of the Board, is the brother of
Paul Clemente, who is a Vice President and a member of the Company's Operating
Committee. There are no other family relationships among the Directors and
officers listed above.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following summary compensation table sets forth information
concerning cash and non-cash compensation for services in all capacities awarded
to, earned by or paid during the last three (3) fiscal years to the Company's
Chief Executive Officer and officers whose cash compensation exceeded One
Hundred Thousand ($100,000) Dollars in any such fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION BONUS OPTIONS (#)
--------------------------- ---- ------ ------ ------------ ----- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Clemente
Chairman of the Board 2000 $ 82,000 - - - -
1999 150,000 - - - -
1998 150,000 - - - -
Paul D. Clemente
Vice President 2000 $ 102,000 $17,500 - - -
and Member of the 1999 100,000 5,800 - - -
Operating Committee
Scott J. Konieczny 2000 $102,000 $17,500 - - -
Chief Financial 1999 90,000 12,800 - - -
Officer, Secretary,
Treasurer and Member
of the Operating Committee
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information on option exercises in fiscal 2000
by the Named Executive Officers and the value of such officers' unexercised
options at September 30, 2000.
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<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
OPTIONS AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
--------------------------------- ---------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Clemente - - 36,000 9,000 $ 88,000 $ 22,000
Paul D. Clemente - - 1,600 2,400 $ 5,000 $ 8,000
Scott J. Konieczny - - 1,200 800 $ 3,000 $ 500
</TABLE>
COMPENSATION PURSUANT TO STOCK OPTIONS
During fiscal 2000, no options were awarded to any of the Company's
Named Executive Officers. As of December 11, 2000, no options were outstanding
to the Company's Named Executive Officers outside of the 1991 Non-qualified
Stock Option Plan.
1991 NON-QUALIFIED STOCK OPTION PLAN
On August 1, 1991, Secom's Board adopted a non-qualified stock option
plan (the "1991 Plan"). The 1991 Plan authorizes the Board to grant stock
options for a maximum total of 80,000 shares of Common Stock to those employees
of Secom and its subsidiaries, including officers and directors, who have
performed well in their capacities and who have potential for assuming higher
levels of responsibility with Secom. The 1991 Plan is administered by the Board,
which determines the persons who are to receive options and the terms of the
options granted under the 1991 Plan. The option price of all options granted
under the 1991 Plan shall not be less than the fair market value of the Common
Stock at the date of grant. Under the 1991 Plan, options may be granted only
during the recipient's employment, and must be exercised within a period fixed
by the Board, which may not exceed ten (10) years from the date of grant unless
earlier terminated as a result of the termination of the recipient's employment.
However, if the recipient's employment is terminated as a result of death, total
and permanent disability, retirement after age 65 or other reasons approved by
the Board, those options may be exercised for specified periods up to twelve
(12) months after that termination. Options granted under the 1991 Plan may not
be transferred except by reason of death. The 1991 Plan provides that the Board
may establish a vesting schedule with respect to any options granted under the
1991 Plan which would limit the exercisability of those options and/or the sale
or transfer of any shares purchased upon exercise of those options.
As of December 11, 2000, no stock options were outstanding to any of
the Company's Named Executive Officers, pursuant to the 1991 Plan. During fiscal
2000, no options to purchase shares of Common Stock were awarded to any of the
Company's Named Executive Officers.
COMPENSATION OF DIRECTORS
The Company's directors do not receive compensation for attending Board
Meetings or for being Board Members.
14
<PAGE> 15
BOARD COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") was established as a
standing committee of the Board in August 1992. Its purpose is to annually fix
the salaries of the Chief Executive Officer and other Executive Officers of the
Company, determine periodic bonuses and stock options for such executives, and
administers other programs that would provide compensation to such executives.
Rocco Pollifrone and Rich Thompson were appointed to the Compensation Committee
in April 1999.
GENERAL
It is the philosophy of the Committee to ensure that executive
compensation is directly linked to continuous improvement in the Company's
financial performance and stockholder value. The following objectives represent
the underlying principles that support all compensation decisions:
- Allow the Company to attract and retain quality professional talent among
its executive officer group by establishing executive compensation that is
competitive within its industry peer group.
- Integrate compensation practices that promote the successful execution of
the Company's long-term plans and goals.
- Encourage Company stock ownership by its executive officers and enhance
stockholder value through periodic stock option awards or other stock-based
compensation arrangements.
Executive compensation is reviewed on an annual basis by the Committee
in conjunction with an analysis of each individual's performance. In addition,
corporate performance is evaluated in a manner to ensure that compensation
levels support the continued focus on increasing profitability and stockholder
value. Conversely, in periods when corporate performance goals are not achieved,
the Committee may decrease the level of overall individual compensation.
The Committee also reviews independent compensation survey information
from national and regional organizations that report compensation practices and
salary levels for various executive positions at comparably sized companies that
operate similar lines of business as the Company.
SALARIES AND BONUSES
The Committee's policy is to determine salaries and to award
discretionary bonuses to key employees each year based on their individual
performance and the overall performance of the Company during the immediately
preceding year. The Committee's review of individual performance of an executive
is largely a subjective test; the Committee considers the potential of the
individual executive and the executive's performance in his or her position. In
addition, the Committee consults with financial and other professionals who have
experience with respect to the compensation levels of various executives at
comparably sized companies that operate in similar lines of business as the
Company. These professionals also utilize relevant independent compensation
surveys for executive positions at comparably sized companies. Salaries for the
Company's executives generally fall near the mean of salaries for
similarly-situated companies.
15
<PAGE> 16
The Compensation Committee generally uses different criteria in
determining each of the three components of an executive's compensation: base
salary, options and bonuses. To determine the base salary, the Compensation
Committee reviews the executive's past performance and prospects for future
performance and establishes a fair and equitable base salary. The Compensation
Committee rewards long-term performance through the granting of stock options.
The Committee believes that the issuance of stock options provides an incentive
to executives to increase the overall long-term financial performance of the
Company. Cash bonuses are used to reward the short-term accomplishments of
specific executives for favorable performance of the business units under their
management. In granting bonuses, the Compensation Committee reviews
recommendations from management, the executive's current base salary and the
overall financial condition of the Company.
STOCK OPTIONS
The Committee utilizes the 1991 Plan as a long-term stock incentive
plan to compensate executives based on the Company's long term growth. Since the
option price on options granted under the 1991 Plan can not be less than the
fair market value on the date of the grant, the Committee believes that this
provides the Company's executives with the incentive to increase the Company's
earnings and increase stockholder value.
FISCAL 2000 COMPENSATION CONCERNING CHIEF EXECUTIVE OFFICER
Since June 1998, the Company has operated under a Board appointed
Operating Committee, which fulfills the duties of the Company's president.
Currently, the Operating Committee is comprised of Paul Clemente and Scott
Konieczny. The Compensation Committee considers the performance of each
individual member of the Operating Committee as well as the performance of the
Company as a whole in determining the compensation of each member of the
Operating Committee. Since each member of the Operating Committee is also an
officer of the Company, the Board awarded each member nominal additional
compensation commensurate with the additional responsibilities of the Operating
Committee. In addition, during fiscal 2000, Robert Clemente performed several
special projects for the Company as well as the duties of Chairman of the Board.
In consideration of Mr. Clemente performing the various special projects, the
Compensation Committee set Mr. Clemente's annual salary at $75,000 in November
1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Both members of the Compensation Committee are Directors. There were no
interlocks of executive officers or Board Members of the Compensation or
equivalent Committee of another entity, which has any executive officers serving
on the Compensation Committee of the Company. No executive officer of the
Company serves as a director of another entity, one of whose executive officers
served on the Compensation Committee of the Company. No executive officer of the
Company served as a member of the Compensation Committee of another entity, one
of whose executive officers served as a director of the Company. See also Item
13. "Certain Relationships and Related Transactions" herein.
16
<PAGE> 17
COMPANY PERFORMANCE
The following graph depicts a five (5) year comparison of cumulative
total returns, assuming $100 was invested on September 30, 1995 in (a) Secom's
Common Stock; (b) the NASDAQ Stock Market - U.S. (as a broad equity market
index) and (c) the NASDAQ non-financial index (as a peer group index utilizing a
published industry index).
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SECOM GENERAL CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE NASDAQ NON-FINANCIAL INDEX
[LINE GRAPH]
<TABLE>
<CAPTION>
Cumulative Total Return
------------------------------------------------------------------
9/95 9/96 9/97 9/98 9/99 9/00
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Secom General Corporation............... 100 88 75 13 21 78
NASDAQ Stock Market (U.S.).............. 100 119 163 165 270 359
NASDAQ Non-financial.................... 100 117 157 157 268 365
</TABLE>
* $100 INVESTED ON 9/30/95 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12. SECURITY
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to
those persons who are known by management of the Company to have been a
beneficial owner of more than five (5%) percent of the Company's outstanding
Common stock as of the December 11, 2000.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OWNED (1)
------------------- -------------------- -----------------
<S> <C> <C>
Manubusiness Opportunities, Inc.
c/o 24417 Groesbeck Highway
Warren, Michigan 48089............... 326,085(1) 32.61%
John Cocke
46657 Arboretum
Plymouth, Michigan 48170............. 53,146 5.31%
</TABLE>
-------------------------
(1) Three Stockholders of Manubusiness Opportunities, Inc. ("MOI"), Gregory
Adamczyk, Rocco Pollifrone and Richard Thompson, are Directors of Secom.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of shares of the Company's Common stock by the present
Directors and Named Executive Officers of the Company.
17
<PAGE> 18
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY
NAME OWNED AS OF DECEMBER 11, 2000(1) PERCENT OWNED (2)
---- -------------------------------- -----------------
<S> <C> <C>
Robert A. Clemente.................... 81,847(3)(5) 8.19%
Gregory Adamczyk...................... 64,238(3)(6) 6.42%
Rocco Pollifrone...................... 22,826(3)(7) 2.28%
Richard Thompson...................... 110,570(3)(8) 11.06%
Paul D. Clemente...................... 4,101(4) *
Scott J. Konieczny.................... 3,043(4) *
Current Directors and Officers
as a Group (totaling 6)............... 286,625(9) 28.67%
</TABLE>
-------------------------
* Less than 1% of the outstanding shares.
(1) To the best of the Company's knowledge based on information reported by the
Directors or executive officers or contained in the Company's shareholder
records. Each of the named persons is presumed to have sole voting and sole
investment power with respect to all shares shown, except as otherwise
indicated by additional information included in the footnotes to this
table.
(2) For the purposes of this table, shares indicated as being beneficially
owned include shares for which the person has the direct or indirect: (i)
voting power, which includes the power to vote or to direct the voting,
and/or (ii) investment power, which includes the power to dispose or to
direct the disposition, of the shares of Common Stock indicated. Unless
otherwise indicated, the beneficial owner has sole investment and voting
power.
(3) A director of the Company. The address for all directors is c/o Secom
General Corporation, 46035 Grand River Avenue, Novi, Michigan 48374.
(4) A Named Executive Officer of the Company. The address for all officers is
c/o Secom General Corporation, 46035 Grand River Avenue, Novi, Michigan
48374.
(5) Includes 9,708 shares which represents 47.9% of the 20,268 shares
beneficially owned by Career Opportunities, a partnership of which Mr.
Clemente is a general partner.
(6) Represents 19.7% of the 326,085 shares that are beneficially owned by MOI,
as Mr. Adamczyk owns 19.7% of the Common Stock of MOI. See "Principal
Stockholders - Manubusiness Opportunities, Inc."
(7) Represents 7% of the 326,085 shares that are beneficially owned by MOI, as
Mr. Pollifrone owns 7% of the Common Stock of MOI. See "Principal
Stockholders - Manubusiness Opportunities, Inc."
(8) Includes (a) 100,010 shares which represents 30.67% of the 326,085 shares
that are beneficially owned by MOI, as Mr. Thompson owns 30.67% of the
Common Stock of MOI, and (b) 10,560 shares which represents 52.1% of the
20,268 shares beneficially owned by Career Opportunities, a partnership of
which the Orville K. Thompson Living Trust (the
18
<PAGE> 19
"Trust") is a partner and Mr. Thompson is a beneficiary of the Trust. Does
not include 3,311 shares of Common Stock which are owned by Mr. Thompson's
sister under the Michigan Uniform Gifts to Minors Act. Although Mr.
Thompson is the custodian pursuant to such gift, he does not exercise the
power to vote such shares and disclaims beneficial ownership of such
shares. See "Principal Stockholders - Manubusiness Opportunities, Inc."
(9) Shares shown as beneficially owned by more than one Director or officer are
included only once in the total.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During fiscal year 2000, Mr. Clemente provided legal services to MST
Steel Corp., which is owned by Director Richard Thompson, and to Forward
Planning Corp., whose principal owner and officer is Director Gregory Adamczyk.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Financial Statements............................................................ F
Independent Auditors' Report................................................................. F-1
Consolidated Statement of Net Assets in Liquidation as of September 30, 2000................. F-2
Consolidated Statement of Changes in Net Assets in Liquidation for
the Period from April 1, 2000 to September 30, 2000......................................... F-3
Consolidated Statement of Operations for the Period from October 1, 1999
to March 31, 2000........................................................................... F-4
Consolidated Statement of Stockholders' Equity for the Period from October 1,
1999 to March 31, 2000...................................................................... F-5
Consolidated Statement of Cash Flows for the Period from October 1, 1999
to March 31, 2000........................................................................... F-6
Notes to Consolidated Financial Statements................................................... F-7
</TABLE>
(b) Reports filed on Form 8-K.
Form 8-K dated October 2, 2000 regarding the record date and payment
amount of the first liquidating distribution.
(c) Exhibits.
See the Exhibit Index on the next page.
19
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE*
------- ----------- -----
<S> <C> <C>
2.1 Asset Purchase Agreement dated February 1, 2000
among Alken-Ziegler, LLC, Uniflow Corporation
and Secom General Corporation..................................................................2.1*(1)
2.2 Asset Purchase Agreement dated March 29, 2000 among
Alken-Ziegler Livonia, LLC, GL Ziegler Investments,
LLC, Form Flow, Inc., L&H Die, Inc. and Secom
General Corporation............................................................................2.2*(2)
3.1 Certificate of Incorporation of the Company filed with
the Secretary of State of Delaware on August 25, 1987..........................................3.1*(3)
3.2 Certificate of Merger between the Company and Secom
General Corporation, a Utah corporation filed with the
Secretary of State of Delaware in December 1987................................................3.2*(3)
3.3 Certificate of Designation of Rights of the Class A
Preferred Stock filed with the Secretary of State of
Delaware in December 1987......................................................................3.3*(3)
3.4 Amendment to Certificate of Incorporation filed on
August 31, 1990................................................................................3.2*(4)
3.5 Amendment to Certificate of Incorporation filed on
December 17, 1991..............................................................................3.5*(5)
3.6 Amendment to Certificate of Incorporation filed on
April 14, 1999.................................................................................3.1*(7)
3.7 Bylaws of the Company..........................................................................3.4*(2)
3.8 Certificate of Dissolution filed on December 8, 2000
and effective December 31, 2000................................................................E-1
4.1 List of instruments defining the right of security holders.....................................4.1*(6)
10.1 Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing between Secom General Corporation
and Metlife Capital Financial Corporation.....................................................10.4*(8)
</TABLE>
------------
* See the footnotes on the next page to locate these Exhibits.
20
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE*
------- ----------- ----
<S> <C> <C>
10.2 1991 Nonqualified Stock Option Plan............................................10.27*(9)
10.3 Form of Stock Option Agreement for Options granted
under the 1991 Non-qualified Stock Option Plan.................................10.28*(9)
22. Subsidiaries of the Registrant.................................................22 *(10)
23.1 Consent of Rehmann Robson, PC..................................................E-2
27. Financial Data Schedule
</TABLE>
-----------
All exhibits that have page numbers followed by an * are
incorporated by reference from the filings set forth below. The numbers set
forth as page numbers for those exhibits are the exhibit numbers those documents
were given in those other filings. All other exhibits are included in this Form
10-K at the page numbers shown.
*(1) Incorporated by reference from the Company's Current Report on Form 8-K
dated February 9, 2000.
*(2) Incorporated by reference from Exhibit A to the Company's Information
Statement on Schedule 14C dated May 23, 2000.
*(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1987.
*(4) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1990.
*(5) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1991.
*(6) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1993.
*(7) Incorporated by reference from the Company's Quarterly Report on Form
10-K for the year ended September 30, 1999.
*(8) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1996.
*(9) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-40865) that was declared effective on November 20,
1991.
*(10) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended September 30, 1998.
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SECOM GENERAL CORPORATION
By: /s/ Paul D. Clemente
----------------------
Dated: December 21, 2000 Paul D. Clemente
Its: Vice President
Pursuant to the requirements of 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.
SIGNATURE TITLE DATE
--------- ----- ----
Principal Executive
Officers:
/s/ Paul D. Clemente Vice President December 21, 2000
-------------------------
Paul D. Clemente
/s/ Scott J. Konieczny Chief Financial Officer, December 21, 2000
------------------------- Secretary & Treasurer
Scott J. Konieczny
Principal Financial and
Accounting Officer:
/s/ Scott J. Konieczny Chief Financial Officer, December 21, 2000
------------------------ Secretary and Treasurer
Scott J. Konieczny
Directors:
/s/ Gregory Adamczyk Director December 21, 2000
-------------------------
Gregory Adamczyk
/s/ Robert A. Clemente Director December 21, 2000
-------------------------
Robert A. Clemente
/s/ Rocco Pollifrone Director December 21, 2000
-------------------------
Rocco Pollifrone
/s/ Richard Thompson Director December 21, 2000
-------------------------
Richard Thompson
22
<PAGE> 23
SECOM GENERAL CORPORATION
NOVI, MICHIGAN
(IN PROCESS OF LIQUIDATION)
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE PERIOD FROM
OCTOBER 1, 1999
TO MARCH 31, 2000
AND THE PERIOD IN LIQUIDATION
FROM APRIL 1, 2000 TO
SEPTEMBER 30, 2000
<PAGE> 24
SECOM GENERAL CORPORATION
NOVI, MICHIGAN
(IN PROCESS OF LIQUIDATION)
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE PERIOD FROM
OCTOBER 1, 1999
TO MARCH 31, 2000
AND THE PERIOD IN LIQUIDATION
FROM APRIL 1, 2000 TO
SEPTEMBER 30, 2000
<PAGE> 25
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM OCTOBER 1, 1999 TO MARCH
31, 2000 AND THE PERIOD IN LIQUIDATION FROM APRIL 1, 2000 TO SEPTEMBER 30,
2000
Consolidated Statement of Net Assets in Liquidation
as of September 30, 2000 F-2
Consolidated Statement of Changes in Net Assets in Liquidation for
the Period from April, 1, 2000 to September 30, 2000 F-3
For the Period from October 1, 1999 to March 31, 2000
Consolidated Statement of Operations F-4
Consolidated Statement of Stockholders' Equity F-5
Consolidated Statement of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
</TABLE>
<PAGE> 26
INDEPENDENT AUDITORS' REPORT
December 8, 2000
Stockholders and Board of Directors
Secom General Corporation
Novi, Michigan
We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of Secom General Corporation for the period
from October 1, 1999 to March 31, 2000. In addition, we have audited the
consolidated statement of net assets in liquidation as of September 30, 2000,
and the related statement of changes in net assets in liquidation for the period
from April 1, 2000 to September 30, 2000. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
As described in Note 1 to the consolidated financial statements, the Company
entered into an agreement to sell its last remaining operating unit on March 29,
2000, and the Company commenced liquidation proceedings thereafter. As a result,
the Company changed its basis of accounting for periods subsequent to March 31,
2000, from the going-concern basis to a liquidation basis.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, Secom General Corporation's results of
operations and its cash flows for the period from October 1, 1999 to March 31,
2000, its net assets in liquidation as of September 30, 2000, and the changes in
its net assets in liquidation for the period from April 1, 2000 to September 30,
2000, in conformity with generally accepted accounting principles applied on the
bases of accounting described in the preceding paragraph.
REHMANN ROBSON, P.C.
Farmington Hills, Michigan
December 8, 2000
F-1
<PAGE> 27
SECOM GENERAL CORPORATION
AND SUBSIDIARIES
(in process of liquidation)
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30
2 0 0 0
-------------------
<S> <C>
ASSETS
Cash and cash equivalents $ 13,397,600
Accounts receivable
Trade 251,100
Other, principally notes 350,000
Buildings and real estate held for sale 2,351,000
Other assets 417,600
-------------------
TOTAL ASSETS $ 16,767,300
===================
LIABILITIES
Accounts payable $ 113,100
Accrued wages and benefits 194,700
Federal income and Michigan Single Business tax 136,400
Debt secured by computer equipment 55,100
Debt secured by buildings and real estate held for sale 1,602,000
Other liabilities 827,300
-------------------
Total liabilities 2,928,600
-------------------
NET ASSETS IN LIQUIDATION $ 13,838,700
===================
Number of common shares outstanding 977,900
===================
NET ASSETS IN LIQUIDATION PER COMMON SHARE $ $ 14.15
===================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
<PAGE> 28
SECOM GENERAL CORPORATION
AND SUBSIDIARIES
(in process of liquidation)
CONSOLIDATED STATEMENT OF CHANGES
IN NET ASSETS IN LIQUIDATION FOR
THE PERIOD FROM APRIL 1, 2000 TO SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Stockholders equity at March 31, 2000 (going concern, historical
cost basis of accounting) $ 10,118,300
Decrease in net assets due to retirements of 60,300 shares of common stock,
principally occasioned by termination of defined contribution pension plan (650,900)
Increase in net assets resulting from revaluing assets to liquidation basis from going
concern, historical cost basis of accounting as of April 1, 2000 361,000
Gain from the sale of the Tooling Segment's assets, net of applicable
income taxes of $1,453,000 (Note 2) 3,400,200
Gain from the sale of a manufacturing facility, net of applicable income
taxes of $30,000 120,700
Gain from activities during the "wind down" period from April 1, 2000
through September 30, 2000 489,400
-------------
NET ASSETS IN LIQUIDATION AS OF SEPTEMBER 30, 2000 $ 13,838,700
=============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 29
SECOM GENERAL CORPORATION
AND SUBSIDIARIES
(in process of liquidation)
CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD FROM
OCTOBER 1, 1999
TO
MARCH 31, 2000
----------------------
<S> <C>
Revenues $ 668,200
Costs and expenses: ----------------
Depreciation and interest 308,800
Salaries and benefits 186,800
Professional services 59,200
Other 90,300
----------------
Total costs and expenses 645,100
Income from continuing operations
before income taxes 23,100
Income taxes (16,800)
----------------
Income from continuing operations 6,300
Discontinued operations
Income from operations of
discontinued subsidiaries 597,700
Loss on disposal of subsidiary, net of
applicable income tax benefit $93,200 (186,600)
----------------
NET INCOME $ 417,400
================
Income per common share
(basic and diluted):
Continuing operations $ 0.01
Discontinued operations 0.39
----------------
NET INCOME PER COMMON SHARE $ 0.40
================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE> 30
SECOM GENERAL CORPORATION AND SUBSIDIARIES
(in process of liquidation)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
--------------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------------- -------------- ------------------ ----------------- ------------------
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1999 1,044,300 $ 104,400 $ 18,757,700 $ (9,139,600) $ 9,722,500
Stock repurchases, net (6,100) (600) (21,000) - (21,600)
Net income - - - 417,400 417,400
--------------- -------------- ------------------ ----------------- ------------------
BALANCE AT MARCH 31, 2000,
IMMEDIATELY PRIOR TO
ADOPTION OF LIQUIDATION
BASIS OF ACCOUNTING 1,038,200 $ 103,800 $ 18,736,700 $ (8,722,200) $ 10,118,300
=============== ============== ================== ================= ==================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE> 31
SECOM GENERAL CORPORATION
AND SUBSIDIARIES
(in process of liquidation)
CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD FROM
OCTOBER 1, 1999
TO
MARCH 31, 2000
----------------------
<S> <C>
Cash from operating activities:
Net income $ 417,400
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 200,200
Deferred income taxes 16,800
Changes in operating assets and liabilities
which provided (used) cash:
Prepaids (138,200)
Trade accounts payable (6,300)
Accrued liabilities (183,400)
Net cash used in discontinued operations (40,400)
----------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 266,100
----------------------
Cash flows from investing activities:
Net cash provided by discontinued operations 3,609,400
----------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 3,609,400
----------------------
Cash flows from financing activities:
Retirements of common stock (21,600)
Payments on long-term obligations (203,200)
Net cash used in discontinued operations (1,700,100)
----------------------
NET CASH USED IN FINANCING ACTIVITIES (1,924,900)
----------------------
Net increase in cash 1,950,600
Cash and cash equivalents, beginning of period 497,200
----------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,447,800
======================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE> 32
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying consolidated financial statements include the accounts
of Secom General Corporation and its wholly-owned subsidiaries: Form
Flow, Inc.; L&H Die, Inc.; MIC-Shelf, Inc. f/k/a Micanol, Inc.
("Micanol"); Uniflow Corporation; and MMC Manufacturing Corp. f/k/a
Milford Manufacturing Corporation ("Milford"). All significant
intercompany accounts and transactions have been eliminated.
Nature of Business
Secom General Corporation (the "Company") is a publicly-traded holding
company with five wholly-owned subsidiaries. Prior to the consummation
of asset sales on February 9, 2000 and June 30, 2000 the Company
operated in two business segments: Metal Parts Forming (comprised of
Uniflow) and Tooling (comprised of Form Flow, L&H Die and Micanol).
Background and Reasons for the Plan of Liquidation
During the fall of 1998, Secom's Board of Directors engaged the
investment banking firm of Goldsmith, Agio, Helms Securities, Inc.
("GAHS") to assist it in developing strategic alternatives to increase
stockholder value. Secom's Board initially contacted GAHS because it
believed that the value of the Company was greater than the aggregate
value of the then trading price of the Company's shares of Common
Stock. Among the alternatives discussed with GAHS was a possible
merger, sale or similar transaction of the entire Company or its
subsidiaries. While other parties expressed an interest in engaging in
a transaction with the entire Company, the price proposed by such
parties was below what the Board believed was fair market value. GAHS
also advised the Board that, because of the different industries
represented by our two segments, many potential purchasers would not be
interested in purchasing both segments. Therefore, the Board believed
it was necessary to pursue other alternatives to accomplish its goal of
increasing stockholder value, including selling the Company's assets
and properties in separate transactions and ultimately liquidating it.
In August 1999, the Company entered into a letter of intent with a
potential purchaser for the sale of the assets of the Tooling Segment,
which was comprised of Form Flow, L&H Die and Micanol. After signing
the letter of intent, the potential purchaser asked the Company for
certain concessions on the terms which Secom was unwilling to provide.
The letter of intent also contained certain contingencies that were not
satisfied so the letter of intent terminated.
At the same time, the Company was negotiating with Alken-Ziegler
Livonia, LLC ("Alken-Ziegler") for the sale of the operating assets of
the Metal Parts Forming Segment, which was comprised of Uniflow. The
Company ultimately entered into a letter of intent for that sale in
October 1999. When the letter of intent with respect to the Tooling
Segment terminated, Alken-Ziegler expressed interest in purchasing the
assets of the Tooling Segment. In November 1999,
F-7
<PAGE> 33
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Secom's Board authorized execution of a non-binding letter of intent
with Alken-Ziegler for the sale of the assets of the Tooling Segment.
At that time, however, Secom believed that it was in its best interest
to focus on closing the sale of the Metal Parts Forming Segment before
entering into a definitive agreement for the sale of the assets of the
Tooling Segment.
On February 9, 2000, Secom sold the operating assets of its Metal Parts
Forming Segment to Alken-Ziegler for a purchase price of approximately
$2.4 million in cash. Alken-Ziegler also agreed to assume certain
liabilities of the Metal Parts Forming Segment. The Company then
continued negotiating with Alken-Ziegler and GL Ziegler Investments,
LLC ("GLZ") on the terms of a definitive agreement for the sale of the
assets of the Tooling Segment.
On March 29, 2000, the Company's Board of Directors authorized the
execution of an Asset Purchase Agreement with Alken-Ziegler and GLZ. On
May 10, 2000, the sale of the Tooling Group was approved by the written
consent of more than fifty-one (51%) percent of the outstanding shares
of Secom's Common Stock. Prior to the closing, Alken-Ziegler assigned
its interests under the Asset Purchase Agreement to its affiliate,
Alken-Ziegler Tool Company, LLC ("A-Z Tool Company"; A-Z Tool Company
and GLZ are collectively referred to as "Purchaser"). The sale was
completed on June 30, 2000. In connection with the sale of the
operating assets of the Tooling Segment, the Company received a cash
purchase price of approximately $8 million on June 30, 2000. The
Company received the balance of approximately $1.6 million on August
31, 2000 upon the closing of the sale of the Tooling Segment's real
estate to Purchaser. The Purchaser also agreed to assume certain
liabilities of the Tooling Segment.
Based on the above asset sales and Secom's Board of Directors
recommendation, the Company's stockholders approved a Plan of
Liquidation on August 24, 2000. Under its Plan of Liquidation, the
Company expects to distribute to its stockholders, on a pro rata basis,
all of its remaining property and assets, after payment of or the
provision for the payment of claims and obligations.
Liquidation Basis of Accounting
As a result of the Company signing the Asset Purchase Agreement on
March 29, 2000 to sell substantially all of the operating assets of the
Tooling Segment, and the Company's expectation of obtaining from its
stockholders formal approval of a plan of liquidation upon the
consummation of the sale of the Tooling Segment, the Company adopted
the liquidation basis of accounting. Such adoption was effected
beginning on April 1, 2000 for administrative convenience coincident
with the close of the Company's second fiscal quarter ended March 31,
2000. The Company has presented consolidated statements of operations,
stockholders' equity, and cash flows for the period from October 1,
2000 to March 31, 2000, the period of the current fiscal year before
the liquidation basis of accounting was adopted. However, as a result
of the approval of the Plan of Liquidation, comparative financial
information from previous years and certain other disclosures are not
meaningful and have not been presented in the consolidated financial
statements.
F-8
<PAGE> 34
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The liquidation basis of accounting requires that assets be valued at
their estimated liquidation values and that liabilities be valued at
their estimated settlement values. Assets and liabilities that have not
been revalued to liquidation value are disclosed as such on the face of
the financial statements. In addition, under the liquidation basis of
accounting, gains and losses from dispositions of assets are displayed
as net amounts versus gross revenue and expenses as under the going
concern basis of accounting. The primary financial statements required
under the liquidation basis of accounting are a Statement of Net Assets
in Liquidation as of September 30, 2000 and a Statement of Changes in
Net Assets in Liquidation for the period from April 1, 2000 to
September 30, 2000.
Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles, including those applicable to
the liquidation basis of accounting, requires management to make
estimates and assumptions that affect the amounts reported in the
consolidated financial statements, and the accompanying notes.
Significant estimates include the fair values of assets held for sale,
collectibility of accounts and notes receivables, future rental and
royalty receipts and future liability settlement amounts. Such
estimates have been developed pursuant to the Plan of Liquidation.
Actual results may differ from amounts estimated.
Revenue Recognition
Revenues for the six months ended March 31, 2000 primarily represent
management and rental fees charged to the discontinued operations as
well as royalty and interest income. The discontinued operations
recognized revenues upon shipment of customer products.
Buildings and Real Estate Held for Sale
The estimated value of real estate and buildings held for sale
represents an expected selling price of $2.7 million, less estimated
taxes and costs to sell.
Other Liabilities
Other liabilities primarily represents estimated payroll and benefits,
professional, interest and other costs expected to be incurred after
September 30, 2000 in connection with the implementation and execution
of the Plan of Liquidation.
Income Taxes
Deferred income tax assets and liabilities are computed for differences
between the financial statement and federal income tax basis of assets
and liabilities that will result in taxable or deductible amounts in
the future, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Deferred income taxes arise from
F-9
<PAGE> 35
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
temporary basis differences principally related to tax carryforwards,
various accruals and allowances, certain assets acquired in business
combinations and property, plant and equipment. Valuation allowances
are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable
or refundable for the year plus or minus the change during the year in
deferred tax assets and liabilities.
Earnings (Loss) Per Common Share
Earnings (loss) per share is computed using the weighted average number
of common shares outstanding during the period. The diluted amount
reflects the potential dilution of all common stock equivalents. At
March 31, 2000 options to purchase 68,200 shares were excluded from the
computation of earnings per share because the options' exercise prices
were greater than the average market price of the common shares. As of
March 31, 2000 there were 1,043,600 weighted average shares of common
stock outstanding.
2. SALE OF TOOLING SEGMENT'S ASSETS
On March 29, 2000, the Company's Board of Directors authorized the
execution of an Asset Purchase Agreement with Alken-Ziegler and GLZ. On
May 10, 2000, the sale of the Tooling Group was approved by the written
consent of more than fifty-one (51%) percent of the outstanding shares
of Secom's Common Stock. The sale was completed on June 30, 2000. In
connection with the sale of the operating assets of the Tooling
Segment, the Company received a cash purchase price of approximately $8
million on June 30, 2000. The Company received the balance of
approximately $1.6 million on August 31, 2000 upon the closing of the
sale of the Tooling Segments real estate to GLZ. Alken Ziegler also
agreed to assume certain liabilities of the Tooling Segment. The
Company recognized a gain from the sale of approximately $3.4 million,
net of applicable income taxes of approximately $1.4 million.
3. SALE OF METAL PARTS FROMING SEGMENT'S ASSETS
On February 9, 2000, the Company sold the operating assets of its Metal
Parts Forming Segment to Alken-Ziegler for a purchase price of
approximately $2.4 million in cash. Alken-Ziegler also agreed to assume
certain liabilities of the Metal Parts Forming Segment. The Company
recognized a loss of approximately $187,000 on the sale, net of an
applicable income tax benefit of approximately $93,000.
F-10
<PAGE> 36
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. DEBT
Debt secured by buildings and real estate consists of an approximately
$1.6 million mortgage note that requires monthly principal and interest
payments totaling approximately $28,000. Interest on the note, which is
collateralized by land and buildings currently held for sale at $2.7
million, is charged at 8.25% per annum. The note matures in fiscal
2011, but is expected to be settled upon sale of the related real
estate.
Debt secured by computer equipment consists of an approximately $55,000
equipment term note that requires monthly principal and interest
payments totaling approximately $8,000. Interest on the note, which is
collateralized by various computer equipment, is charged at 9.62% per
annum. The note matures in fiscal 2001.
5. COMMON STOCK OPTIONS
In 1991, the Board of Directors (the "Board") adopted a nonqualified
common stock option plan (the "1991 Plan"). The 1991 Plan authorizes
the Board to grant options to employees to purchase a maximum of 80,000
shares of common stock, at not less than the fair market value at the
date of grant. The options vest at various dates as described in the
related option agreement and expire up to 10 years from the date of
grant.
The Company accounts for stock option grants and awards under its
stock-based compensation plan in accordance with APB Opinion No. 25.
Accordingly, no compensation cost has been recognized for stock option
grants since the options have exercise prices of not less than the
market value of the Company's common stock at the date of grant.
A summary of the status of stock option grants under the Company's 1991
Plan as of September 30, 2000 and changes during the year then ended
are presented below:
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price
---------- ------------
<S> <C> <C>
Outstanding at the beginning of the year 33,200 $ 9.55
Granted - -
Exercised - -
Terminated (17,200) 9.69
--------- ------------
Outstanding at the end of the year 16,000 $ 9.39
========= ============
Options exercisable at end of the year 10,800 $ 9.51
========= ============
</TABLE>
F-11
<PAGE> 37
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about stock options
outstanding under the Company's 1991 Plan at September 30,2000:
<TABLE>
<CAPTION>
REMAINING
CONTRACTUAL
EXERCISE OPTIONS OPTIONS LIFE
PRICE OUTSTANDING EXERCISABLE (YEARS)
------------ --------------- -------------- --------------
<S> <C> <C> <C>
$ 8.75 5,000 2,000 2.7
9.69 11,000 8,800 .5
--------------- --------------
16,000 10,800
=============== ==============
</TABLE>
During the year ended September 30, 1996, 35,000 options exercisable at
$9.69 were issued to an officer of the Company outside of the 1991
Plan. At September 30, 2000, 28,000 of these options were exercisable
and the remaining options vest ratably over a five year period.
Subsequent to September 30, 2000, the Company's Board of Directors
approved the vesting of any and all unvested options outstanding under
the 1991 Plan and those outside of the 1991 Plan. Accordingly, all
16,000 options outstanding under the 1991 Plan and all 35,000 options
outstanding outside of the 1991 Plan were exercised.
6. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in certain legal proceedings arising in the
normal course of business. In the opinion of management, based on the
advice of counsel, the outcome of such litigation will not have a
material adverse effect on the reported amount of the Company's net
assets in liquidation or changes in net assets in liquidation.
Royalty Agreement Receipts
As a result of certain asset sales, the Company has the right to
receive royalty payments from the separate purchasers. The royalty
payments are for stated percentages of the net selling price of parts
to certain customers, for either a period of up to five years or the
service life of the part.
7. SUPPLEMENTAL CASH FLOWS INFORMATION
Cash payments for interest and income taxes during fiscal year 2000
were $243,000 and $2,248,000, respectively.
F-12
<PAGE> 38
SECOM GENERAL CORPORATION
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. SUBSEQUENT EVENTS
Payment of Liquidating Distribution
On October 31, 2000 the Company paid a cash liquidating distribution to
stockholders in the amount of $11.55 per share. The Company believes
that if it is successful in liquidating its remaining assets at their
estimated current market value, stockholders could receive liquidating
distributions totaling approximately $2 to $3 per share over the next
three to four years, in addition to the first distribution of $11.55
per share paid on October 31, 2000.
Trading of Common Stock
In December 2000 the Company filed its Certificate of Dissolution with
the Delaware Secretary of State with an effective date of December 31,
2000. The Company also filed a "No Action Letter" with the Securities
and Exchange Commission requesting relief from the periodic reporting
requirements of sections 13(a) and 15(d) of the Securities Exchange Act
of 1934. In conjunction with the filing of its Certificate of
Dissolution, the Company requested that NASDAQ delist and cease
trading in the Company's common stock at the close of business on
December 29, 2000.
* * * * *
F-13
