AMENDED TO INCLUDED PREVIOUSLY OMITTED EXHIBIT INDEX
Securities And Exchange Commission
Washington, D.C. 20549
Form 10-K/A
[X] Annual Report Pursuant To Section 13 Or
15(d) Of The Securities Exchange Act Of
1934
For the fiscal year ended May 31, 1996
Or
[ ] Transition Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the Transition Period from to
Commission File No. 1-9480
The Sherwood Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2394480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
10 Exchange Place Centre, Jersey 07302
City, New Jersey
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (201) 946-2200
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of each class exchange
on which registered
Common Stock, .01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
As of July 31, 1996, 13,017,161 common shares were
outstanding, and the aggregate market value of the common
shares of The Sherwood Group, Inc. held by non-affiliates
was approximately $59,093,775.
Documents Incorporated By Reference
Document Incorporated Part of Report
By Reference Into Which Incorporated
Proxy Statement for Annual Meeting Part III
to be held October 22, 1996
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EXHIBIT INDEX
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Description of Document SEC Exhibit Document
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3.1 Restated Certificate of Incorporated by reference
Incorporation of to Exhibit No. 3.1 to the
the Company Company's Registration
Statement No. 33-12904 on
Form S-1, effective May
29, 1987 (the "Initial
Registration Statement")
3.2 By-Laws of the Company, Incorporated by reference
as amended to Exhibit No. 3.2 to the
Initial Registration
Statement
10.1 Clearing Agreement dated Incorporated by reference
February 16, 1983 between to Exhibit 10.7 to the Initial
Speer Leeds & Kellogg and Registration Statement
Sherwood Securities
10.2 Agreement of Lease dated December, Incorporated by reference
1985 between Aetna Life Insurance to Exhibit 10.8 to the
Company and Sherwood Securities Initial Registration
Corp. Statement
10.3 The Company's Employee Stock Incorporated by reference
Ownership Plan as amended to Exhibit 10.9 to the
Initial Registration
Statement
10.4 The Company's Stock Option Plan Incorporated by reference
to Exhibit 10.10 to the
Initial Registration
Statement
10.5 Employment Agreement dated as of Incorporated by reference
January 1, 1992 by and between to Exhibit 10.5 to the Form
Arthur Kontos and the Company 10-K for Fiscal Year ended
May 31, 1993
10.6 Mortgage Loan Agreements dated March Incorporated by reference
24, 1993 among the Company, Thomas to Exhibit 10.6 to the Form
Neumann and Geralyn Neumann 10-K for Fiscal Year ended
May 31, 1993.
10.7 Voting Trust Agreement between Incorporated by reference
Arthur Kontos and Vicki Kontos dated to Exhibit 10.7 to the Form
May 11, 1993 10-K for Fiscal Year ended
May 31, 1994
10.8 Authorization to lend up to Incorporated by reference
$1,000,000 to Mr. Richard Marino to Exhibit 10.8 to the Form
dated December 14, 1993 and related 10-K for Fiscal Year ended
documentation May 31, 1994
10.9 Lease Agreement dated December 20, Incorporated by reference
1993 between Connecticut General to Exhibit 10.9 to the Form
Life Insurance Company and Triak 10-K for Fiscal Year ended
Services, Corp., Guaranty by The May 31, 1994
Sherwood Group, Inc. dated December
6, 1993, Modification of Lease dated
March 30, 1994 and Modification of
Lease dated July 11, 1994
10.10 Employment Agreement dated September Incorporated by reference
12, 1995 by and between Arthur to Exhibit 10.1 of the Form
Kontos and the Company 10-Q for the quarter ended
November 30, 1995
10.11 Letter of Arthur Kontos exercising Incorporated by reference
his option under the Employment to Exhibit 10.2 to the Form
Agreement 10-Q for the quarter ended
November 30, 1995
10.12 Waiver of Bonus by Arthur Kontos Incorporated by reference
to Exhibit 10.1 of the Form
10-Q for the quarter ended
February 29, 1996
10.13 Exhibit 10.13 Sublease Agreement Incorporated by reference
between Johnson & Higgins and Triak to Exhibit 10.2 of the Form
Services Corp. 10-Q for the quarter ended
February 29, 1996
10.14 Guaranty dated as of March 1, 1996 Filed herewith
by and between Johnson & Higgins and
NY Broad Holdings, Inc.
11. Statement re: computation of per Filed herewith
share earnings
21. Subsidiaries of the Company Incorporated by reference
to Exhibit 22 to the
Company's Report on Form
10K for the year ended May
31, 1988
23. Consent of Auditor Company Filed herewith
27. Financial Data Schedule Filed herewith
99.1 Secured Demand Note Collateral Incorporated by reference
Agreement and Amendment to Secured to Exhibit 99.1 to the Form
Demand Note Collateral Agreement 8-K dated February 28, 1995
99.2 Secured Demand in the principal Incorporated by reference
amount of $5,000,000 to Exhibit 99.2 to the Form
8-K dated February 28, 1995
99.3 Roll-Over Equity Investment dated Incorporated by reference
February 15, 1995 in the principal to Exhibit 99.3 to the Form
amount of $5,000,000 related to the 8-K dated February 28, 1995
Secured Demand Note
99.4 Cash Subordination Agreement dated Incorporated by reference
as of February 15, 1995 and to Exhibit 99.4 to the Form
Amendment to Cash Subordination 8-K dated February 28, 1995
Agreement
99.5 Roll-Over for Equity Investment Incorporated by reference
dated February 15, 1995 in the to Exhibit 99.5 to the Form
principal amount of $5,000,000 8-K dated February 28, 1995
related to the Cash Subordination
Agreement
99.6 Form of Indemnification Agreement to Incorporated by reference
be entered into between the Company to Exhibit 99.1 to the Form
and each of certain of its executive 8-K dated September 18,
officers and directors 1995
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 16, 1996 THE SHERWOOD GROUP, INC.
By: /s/Arthur Kontos
Arthur Kontos
Chief Executive Officer
By: /s/ Denise Isaac
Denise Isaac
Chief Financial Officer
Pursuant to the requirements of Section 13 or 15(d) 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.
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Signature Title Date
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/s/ James H. Lynch, Jr. Chairman of the Board August 16, 1996
James H. Lynch, Jr.
/s/ Arthur Kontos Director and Chief August 16, 1996
Arthur Kontos Executive Officer
/s/ Richard J. Marino Director August 16, 1996
Richard J. Marino
/s/ Dennis V. Marino Director August 16, 1996
Dennis V. Marino
/s/ Carl H. Hewitt Director August 16, 1996
Carl H. Hewitt
/s/ Thomas Neumann Director August 16, 1996
Thomas Neumann
/s/ John P. Duffy Director August 16, 1996
John P. Duffy
/s/ Ralph Del Deo Director August 16, 1996
Ralph Del Deo
/s/ Stephen DiLascio Director August 16, 1996
Stephen DiLascio
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