ATLANTIS PLASTICS INC
10-Q/A, 1997-08-12
UNSUPPORTED PLASTICS FILM & SHEET
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended JUNE 30, 1997
                                                 -------------

                                       OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _______________to__________________

       Commission File number 1-9487

                             ATLANTIS PLASTICS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

                        FLORIDA                                                         06-1088270
- -------------------------------------------------------------               ------------------------------------
<S>                                                                         <C>   
(State or other jurisdiction of incorporation or organization)              (I.R.S. Employer Identification No.)
</TABLE>

              1870 THE EXCHANGE, SUITE 200, ATLANTA, GEORGIA         30339
              ----------------------------------------------   -----------------
              (Address of principal executive offices)             (Zip Code)

       (Registrant's telephone number, including Area Code) (800) 497-7659

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

  CLASS SHARES                   OUTSTANDING AT JUNE 30, 1997
  ------------                   ----------------------------

A, $.10 par value                           4,205,028
B, $.10 par value                           2,861,979


<PAGE>


                             ATLANTIS PLASTICS, INC.

                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------
PART I.  FINANCIAL INFORMATION

         Consolidated Income Statements (Unaudited)                      
         for the six months ended June 30, 1997 and 1996...............     1

         Consolidated Balance Sheets (Unaudited)
         as of  June 30, 1997 and December 31, 1996....................     2

         Consolidated Statements of Cash Flows (Unaudited)
         for the six months ended June 30, 1997 and 1996...............     3

         Notes to Consolidated Financial Statements (Unaudited)........     4

         Management's Discussion and Analysis
         of Financial Condition and Results of Operations..............     7


PART II. OTHER INFORMATION

          Item 1 - Legal Proceedings...................................    11

          Item 4 - Submission of Matters to a Vote of Security-Holders     11

          Item 6 - Exhibits and Reports on Form 8-K....................    11


SIGNATURES.............................................................    12


<PAGE>

Part II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.
                  The Company is not a party to any legal proceeding other than
                  routine litigation incidental to its business, none of which
                  is material.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

(a) The Registrant held its Annual Meeting of Shareholders
    on June 3, 1997

(b) Not Required

(c) The matters voted on at the Annual Meeting of Shareholders, and the 
    tabulation of votes on such matters are as follows:

    1) ELECTION OF DIRECTORS

          NAME                     
         CLASS A               FOR                       WITHHELD
         -------               ---                       --------

Charles D. Murphy, III        3,978,392                  7,531
Chester B. Vanatta            3,978,612                  7,311

         CLASS B
         -------

Cesar L. Alvarez              2,451,184                      0
Anthony F. Bova               2,451,184                      0
Phillip T. George, M.D.       2,451,184                      0
Larry D. Horner               2,451,184                      0
Earl W. Powell                2,451,184                      0
Paul Rudovsky                 2,451,184                      0

    2) ADOPTION OF THE COMPANY'S 1997 STOCK OPTION PLAN

                                                          BROKER
       FOR          AGAINST          ABSTENTIONS         NON-VOTES    
       ---          -------          -----------         ---------

     28,132,764     354,614          10,385                  0     

(d) Not applicable     

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

27.1     Financial Data Schedule

- ----------------

(b)      Reports on Form 8-K:

         During the quarter for which this Quarterly Report on Form 10-Q is
         filed, no reports on Form 8-K were filed by the Registrant.



                                       11
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         ATLANTIS PLASTICS, INC.

Date: August 12, 1997                    /s/ ANTHONY F. BOVA
                                         -------------------
                                         ANTHONY F. BOVA
                                         President and Chief Executive Officer

Date: August 12, 1997                    /s/ PAUL RUDOVSKY
                                         -----------------
                                         PAUL RUDOVSKY
                                         Executive Vice President, Finance and
                                          Administration

                                       12



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