<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the fiscal year ended December 31, 1997
[ ] 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 1-6575
BRAD RAGAN, INC.
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0756067
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
4404-G STUART ANDREW BOULEVARD, CHARLOTTE, NORTH CAROLINA 28217
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-521-2100
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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COMMON STOCK ($1 PAR VALUE) AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
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. [ ]
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 [ ].
State the aggregate market value of the voting stock held by
non-affiliates of the registrant: Approximately $20,884,650 as of March 10,
1998.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 2,190,619 shares of
Common Stock ($1 Par Value) as of March 10, 1998.
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
The following table sets forth information regarding the current
directors of the Company:
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR SINCE
AND OTHER POSITIONS AND OFFICES WITH THE COMPANY
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<S> <C>
Eugene R. Culler, Jr., 59 (1) (3) (4) 1995
Chairman of the Board of the Company; Executive Vice President
of The Goodyear Tire & Rubber Company ("Goodyear")
Michael R. Thomann, 49 (3) (5) 1996
Vice Chairman of the Board, President and Chief Executive Officer
of the Company
Ronald J. Carr, 53 (3) (5) 1992
Vice President--Finance, Chief Financial Officer, Secretary and
Treasurer of the Company
Richard E. Sorensen, 55 (2) (3) (5) 1977
Dean of the College of Business, Virginia Polytechnic Institute and
State University, Blacksburg, Virginia
Richard D. Pearson, 63 (1) (2) (4) 1978
Owner and manager of companies involved in selling and leasing
heavy duty trucks and other heavy equipment, Franklin Lakes,
New Jersey
James W. Barnett, 67 (1) (2) (4) (5) 1996
Executive in Residence, Interim Director, Institute for Global
Business, University of Akron, Akron, Ohio: Formerly Vice President,
Original Equipment Tire Sales Worldwide for Goodyear, Akron, Ohio
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</TABLE>
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Nominating Committee.
(4) Member of Compensation Committee.
(5) Member of Litigation Committee.
Mr. Eugene R. Culler, Jr. has been employed by Goodyear for 35 years.
He has been Executive Vice President responsible for North American Tires since
April, 1995. Prior to that he was President and CEO of Goodyear's Canadian
subsidiary. He previously served as Chairman of the Board of Directors of the
Company from August, 1988 to October, 1991. He was again elected a director and
Chairman of the Board of the Company on July 27, 1995, and has held those
positions since then.
Mr. Michael R. Thomann was elected President and Chief Executive
Officer of the Company effective April 16, 1996 and Vice Chairman of the Board
on May 23, 1996. He has 25 years of service with the Company and Goodyear.
Previously he was General Manager, Farm, Terra, and Off-the-Road Tires for
Goodyear. In addition he has held positions with Goodyear's Retail Stores,
Commercial Tire Centers and Credit Administration. From 1987 to 1993 he was Vice
President and General Manager--Commercial Division for the Company.
Mr. Ronald J. Carr was elected Vice President--Finance and Chief
Financial Officer, Secretary and Treasurer effective May 1, 1992. He has 30
years of service with the Company and Goodyear and has held various financial
positions in Goodyear's General Products and Tire Divisions and at Motor Wheel
Corporation, a former Goodyear subsidiary. Most recently he was Manager,
Financial Information, for Goodyear's North American Tire Division.
<PAGE> 3
Mr. Richard D. Pearson is the owner and manager of a number of
companies that are involved in the sale and leasing of heavy duty trucks and
other heavy equipment, a business in which he has been engaged for more than 25
years.
Dr. Richard E. Sorensen has been Dean of the College of Business,
Virginia Polytechnic Institute and State University, since 1982. Prior to that,
he was employed in a teaching capacity and as Dean of the College of Business at
Appalachian State University.
Mr. James W. Barnett was employed by Goodyear from 1950 until his
retirement in 1996. Most recently he was Vice President for Goodyear's Original
Equipment Tire Sales Worldwide, a position he held since July, 1988. He has held
a wide range of positions in Goodyear's sales organization including Executive
Vice President of Sales and Marketing for Kelly-Springfield Tire Company in
Cumberland, Maryland. He was Chairman of the Board of the Company from March 26,
1986 to August 3, 1988. Mr. Barnett is currently employed by the University of
Akron as Executive in Residence, Interim Director, Institute for Global
Business.
COMPENSATION OF DIRECTORS
Director's fees for outside directors are paid at the rate of $2,500
per Board meeting attended, $1,000 per telephonic Board meeting, $1,000 per
committee meeting attended not in conjunction with a Board meeting and $500 per
telephonic committee meeting, all subject to an annual maximum amount of $20,000
plus reimbursement of expenses incurred as a director. Directors may at their
option defer the payment of director's compensation. Directors who are also
officers or employees of the Company or employees of Goodyear receive no such
fees.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth information regarding the current
executive officers of the Company:
<TABLE>
<CAPTION>
NAME AND AGE POSITIONS AND OFFICES WITH THE COMPANY
------------ --------------------------------------
<S> <C>
Eugene R. Culler (59) Chairman of the Board
Michael R. Thomann (49) President and Chief Executive Officer and a Director
Ronald J. Carr (53) Vice President--Finance and Chief Financial Officer, Secretary and
Treasurer and a Director
James E. Owens (63) Vice President and General Manager--Retail Division
Ronald P. Rumble (53) Vice President and General Manager--Commercial Division
</TABLE>
There are no family relationships between any of the executive officers
or directors.
For information concerning Messrs. Culler, Thomann and Carr, see
"-Directors of the Company."
Mr. Owens has been employed by the Company and Goodyear for 45 years.
Most recently, he was District Manager for Goodyear in Birmingham, Alabama, for
three years and District Manager in Atlanta, Georgia, for five years. He was
elected Vice President and General Manager-Retail Division on February 8, 1988.
Mr. Rumble joined the Company on March 1, 1993. He has been employed by
the Company and Goodyear for more than 25 years, most recently as Marketing
Manager, Commercial Truck Tires for the Replacement Tire Division. Prior to
that, he held various positions in Goodyear's Replacement Tire, Original
Equipment and General Products Divisions. Effective March 1, 1993, he was
elected Vice President and General Manager--Commercial Division.
The business address for each executive officer of the Company is
4404-G Stuart Andrew Boulevard, Charlotte, North Carolina 28217. Officers serve
for a term of one year or until their successors are elected and qualify.
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation earned by the Chief Executive Officer and the most highly
compensated executive officers other than the Chief Executive Officer whose
total salary and bonus during 1997 exceeded $100,000 (the "Named Executives")
for services rendered to the Company and its subsidiaries in all capacities for
the fiscal years ended December 31, 1997, December 31, 1996 and December 31,
1995.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------------------------
Awards Payouts
------------------------- ------------------------
Securities Long
Other Under- Term
Annual Restricted lying Incen- All Other
Compen- Stock Options/ tive Plan Compen-
Salary Bonus sation Awards SAR's Payouts sation
Name and Principal Position Year ($) ($)(1) ($)(2) ($) (#)(3) ($) ($)(4)
--------------------------- ---- ----- ------ -------- ----- -------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael R. Thomann (5) 1997 169,931 39,989 0 0 4,000 0 4,000
Vice Chairman, President, 1996 113,948 20,563 0 0 7,000 0 2,035
and Chief Executive 1995 -- -- -- -- -- -- --
Officer
Ronald J. Carr 1997 151,131 22,385 0 0 2,500 0 4,000
Vice President--Finance, 1996 141,586 16,192 0 0 4,200 0 3,750
Secretary, Treasurer and 1995 138,079 17,737 0 0 1,900 0 3,673
Chief Financial Officer
James E. Owens 1997 122,408 22,385 0 0 2,200 0 3,335
Vice President and 1996 120,547 16,218 0 0 4,100 0 3,303
GM--Retail Division 1995 108,910 14,038 0 0 1,600 0 2,938
Ronald P. Rumble 1997 150,462 22,385 0 0 2,200 0 4,000
Vice President and 1996 143,039 16,218 0 0 4,100 0 3,750
GM--Commercial Division 1995 136,572 14,038 0 0 1,600 0 3,750
</TABLE>
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(1) The Company's Board of Directors has approved the Brad Ragan, Inc. 1997
Performance Recognition Plan (the "Performance Plan") in which the
Named Executives participated in 1997. The Performance Plan provides
incentive cash bonuses based on the attainment of specific objectives
established at the beginning of the year for the Company. The Company
was reimbursed by Goodyear for bonus compensation paid for 1996 and
1995. The bonuses earned in 1997 were paid to the Named Executives in
March 1998.
(2) In accordance with the rules of the Commission, other compensation in
the form of perquisites and other personal benefits is not required to
be reported if the amount constituted less than the lesser of $50,000
or 10% of the total annual salary and bonus for the Named Executives.
(3) Options were granted by Goodyear on December 2, 1997 to purchase shares
of common stock of Goodyear.
(4) Amounts paid on behalf of the Named Executives for matching 401(k)
Savings Plan Contributions.
(5) Mr. Thomann was elected to his position effective April 16, 1996, and
the salary and bonus amounts shown reflect compensation earned since
that date.
STOCK OPTIONS, SAR GRANTS IN 1997
<PAGE> 5
The Company does not provide its executive officers any type of
financial compensation based on the appreciated market value of the common stock
of the Company (the "Common Stock"). On December 2, 1997, the Named Executives
were granted options by Goodyear to purchase shares of common stock of Goodyear
at an exercise price equal to the market price on the grant date. The Company
does not incur any cost related to the grant or the exercise of Goodyear stock
options. No SARs have been granted to any Named Executive. All options in the
following tables relate to shares of common stock of Goodyear.
<TABLE>
<CAPTION>
Potential
Realizable value at Assumed
% of Total Annual Rates of Stock Price
Securities Options/SARs Appreciation
Options/SARs Granted to Exercise or for Option Term (3)
Granted (#) Employees in Base Price Expiration ---------------------------
Name (1) 1997 (2) ($/sh) Date 5% 10%
- ---- ----- ---------- -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Thomann 4,000 32.4% $63.50 12/02/07 $159,720 $404,800
Ronald J. Carr 2,500 20.3% $63.50 12/02/07 $ 99,825 $253,000
James E. Owens 2,200 17.8% $63.50 12/02/07 $ 87,846 $222,640
Ronald P. Rumble 2,200 17.8% $63.50 12/02/07 $ 87,846 $222,640
</TABLE>
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(1) Grants were made on December 2, 1997. The option exercise price is 100%
of the fair market value of Goodyear common stock on the date of grant.
The options vest 25% on each anniversary date of the grant.
(2) Percent of total options granted by Goodyear to all employees of the
Company. In the aggregate, these options were less than 1% of the total
options granted by Goodyear in 1997.
(3) Amounts represent hypothetical gains that could be achieved if options
were exercised at end of the option term. The dollar amounts under this
column assume 5% and 10% compounded annual appreciation in the common
stock of Goodyear from the date the respective options were granted.
These calculations and assumed realizable values are required to be
disclosed under Commission rules and, therefore, are not intended to
forecast future appreciation of common stock of Goodyear or amounts
that may be ultimately realized upon exercise.
OPTION EXERCISES IN 1997 AND YEAR-END VALUES
The following table sets forth certain information regarding the
exercise of Goodyear stock options during 1997 and the value of unexercised
options held as of December 31, 1997. The Company does not incur any cost
related to the grant or exercise of Goodyear stock options.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Unexercised Options/SARs In-the-Money Options/SARs
Shares Realized at Dec. 31, 1997 (#) (2) at Dec. 31, 1997 ($) (2) (3)
Acquired on Value ----------------------------- -------------------------------
Name Exercise (#) ($) (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Thomann 1,000 $19,500 3,500 10,250 $ 62,250 $114,406
Ronald J. Carr 1,000 $19,625 12,850 6,600 $429,694 $ 79,663
James E. Owens 0 $ 0 6,475 6,075 $174,972 $ 73,822
Ronald P. Rumble 0 $ 0 14,325 6,075 $532,653 $ 73,822
</TABLE>
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(1) Represents the difference between the exercise price and the price of
the Goodyear common stock on the date of exercise.
<PAGE> 6
(2) Shares include options granted to the named officer while employed by
Goodyear but not associated with the Company.
(3) Represents the difference between the exercise price of the outstanding
options and the closing price of Goodyear common stock on the New York
Stock Exchange ("NYSE") on December 31, 1997, which was $63.625 per
share. Options that have an exercise price greater than the year-end
NYSE closing price are excluded from the value calculation.
OTHER COMPENSATORY ARRANGEMENTS
Retirement Benefits
Prior to November 1, 1994, the Named Executives, except Mr. Thomann,
were on loan from Goodyear and participated in the Retirement Plan for Salaried
Employees of The Goodyear Tire & Rubber Company (the "Salaried Plan"). The
Company was billed by Goodyear for the cost incurred to maintain each Named
Executive's participation in the Salaried Plan. Mr. Thomann participated in the
Salaried Plan prior to April 16, 1996 as a former employee of Goodyear.
The Salaried Plan is a qualified, defined benefit plan, which provides
a basic non-contributory pension benefit and a voluntary contributory pension
benefit based on various factors including years of service, compensation and
plan maximums. The annual non-contributory benefit equals $318 for each year of
service prior to 1994. The annual non-contributory benefit for 1994 and each
year thereafter equals 1.1% of annual Social Security Covered Compensation for
such year.
The Salaried Plan permits an eligible employee to make monthly optional
contributions at an annual rate of 2% of his or her earnings in excess of Social
Security Covered Compensation. For service prior to 1994, the annual
contributory benefit equals the years of service during which contributions were
made multiplied by 1.4% of average annual earnings in excess of $22,716 during
the five-year period ended December 31, 1993. The annual contributory benefit
for 1994 and each year thereafter equals 1.58% of annual earnings (up to
$150,000 for years 1994 through 1996 and up to $160,000 for 1997 and 1998) in
excess of annual Social Security Covered Compensation.
The Salaried Plan provides pension benefits to participants who have at
least 30 years of service or have at least 10 years of service and have attained
the age of 55. Benefits payable to a participant who retires between ages 55 and
62 are subject to a reduction of 4.8% for each full year of retirement before
age 62. The years of credited service at December 31, 1996, under the Salaried
Plan for each Named Executive are: Mr. Thomann, 25 years; Mr. Carr, 30 years;
Mr. Owens, 45 years; and Mr. Rumble, 29 years.
On November 1, 1994, the Named Executives (except on April 16, 1996 for
Mr. Thomann) became participants in The Goodyear Tire & Rubber Company
Retirement Benefit Plan for Employees with Service with Designated Subsidiaries
(the "Subsidiary Plan"), a non-qualified, defined benefit plan. Benefits payable
to a participant or beneficiary under the Subsidiary Plan shall be in such
amount as is required, when added to the benefits payable to the participant or
beneficiary under the Salaried Plan, to produce an aggregate benefit equal to
the benefit that would have been payable to the participant or beneficiary if
the employment of the participant with the Company were treated as employment
with an employer under the Salaried Plan, and if the limitations on compensation
pursuant to Section 401(a)(17) of the Code were not in effect.
As of December 31, 1997, the estimated annual benefits payable on a
five-year certain and life annuity basis (and not under any of the various
survivor options or the lump sum option) upon retirement at age 65 were as
follows: Mr. Thomann, $81,008; Mr. Carr, $81,563; Mr. Owens, $62,969; and Mr.
Rumble, $84,699. These estimates were based on 1997 earnings and estimated
annual Social Security Covered Compensation projected to each individual's 65th
birthday.
Long Term Incentive Awards
The Company does not provide the Named Executives any other form of
compensation based upon any long-term incentive plan or any other type of
employment arrangement.
<PAGE> 7
Employment Agreements
Neither the Company nor Goodyear provides the Named Executives with any
type of employment agreement or contract.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Goodyear is the Company's majority shareholder and its principal
supplier of new tires. Eugene R. Culler, Jr., Chairman of the Board of the
Company, is an Executive Vice President of Goodyear and has been employed by
Goodyear for more than 35 years. Michael R. Thomann, Vice Chairman of the Board,
President and CEO, was formerly General Manager, Farm, Terra, and Off-the-Road
Tires for Goodyear and has been employed by the Company and Goodyear for 25
years. Ronald J. Carr, Vice President - Finance, Secretary and Treasurer has
been employed by the Company and Goodyear for 30 years; James E. Owens, Vice
President and General Manager - Retail Division, has been employed by the
Company and Goodyear for 45 years; and Ronald P. Rumble, Vice President and
General Manager - Commercial Division, has been employed by the Company and
Goodyear for more than 25 years.
Eugene R. Culler, Jr., Chairman of the Board of the Company and
Chairman of the Company's Compensation Committee, is an Executive Vice President
of Goodyear. Mr. Culler is not an employee of the Company and does not receive
any compensation or director's fees from the Company, nor is he a member of the
Goodyear Board or its compensation committee.
The Company is a member of Goodyear's network of authorized dealers. As
such, the Company purchases from Goodyear a substantial portion of its tire
inventory for resale and products and services necessary for the operation of
individual outlets (promotional material, signage, etc.) based on various
Goodyear dealer pricing and marketing policies in effect from time to time. In
addition, the Company purchases materials used in various manufacturing
processes through Goodyear. For these products, services and materials, the
Company paid to Goodyear $13,158,000 in the first quarter of 1998, $62,207,000
in 1997 and $59,078,000 in 1996.
The Company may from time to time enter into various leases or other
rental agreements with Goodyear for the use of equipment and facilities. The
Company paid to Goodyear $313,000, $1,283,000 and $1,346,000 for rent on
equipment and facilities used by the Company in the first quarter of 1998, in
1997 and in 1996, respectively.
The Company has determined that Goodyear is a cost effective source for
various administrative services and support functions and other incidental items
used by or beneficial to the Company. Payments made by the Company to Goodyear
(and certain reimbursements to the Company by Goodyear) in this regard include:
<TABLE>
<CAPTION>
Quarter
Ended
March 31, Year Ended December 31,
--------- -----------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Field auditing services........................ $ 37,917 $ 159,439 $ 200,568
Payroll processing services.................... 29,412 115,233 76,950
Data processing services, including
point of sale system........................ 229,235 1,017,114 1,123,999
Communications services........................ 9,099 43,690 43,470
Automobile insurance........................... 639,683 674,028 513,998
Executive moving expense....................... -- 11,958 13,862
Legal services................................. -- 6,238 162,332
Workers' compensation claim cost
and administration.......................... 385,800 1,300,950 1,550,251
General insurance.............................. 1,058 378,726 205,826
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
Pension contributions and life insurance
premiums withheld for employees of
the Company transferred from
Goodyear under certain conditions................. 13,801 126,082 126,000
Mailroom services.................................... 8,453 64,370 88,529
Miscellaneous items
paid to Goodyear.................................. 7,344 488 7,019
Reimbursement for certain
compensation expenses by Goodyear................. (9,974) (152,090) (152,343)
Reimbursement for certain expenses related
to the proposed share exchange agreement
between the Company and Goodyear.................. (117,119) -- --
Miscellaneous items credited or
reimbursed by Goodyear............................ -- (17,353) (25,000)
------------ ------------ --------------
Total net of credits or reimbursement................ $ 1,234,709 $ 3,728,873 $ 3,935,461
============ ============ ============
</TABLE>
The Company maintains an open unsecured line of credit with Goodyear to
fund working capital requirements. The borrowing rate on the line of credit is
based on the 30-day LIBOR plus 1.5% effective the first day of each calendar
month as reported on the Reuter Money Service Monitor System. During the first
quarter 1998, year-ended December 31, 1997 and year-ended December 31, 1996, the
average balances outstanding under the credit line arrangement were $40,455,000,
$37,295,000 and $35,624,000, respectively, at average interest rates (computed
by dividing interest expense on the credit line by the weighted average
borrowings outstanding) of 7.17%, 7.14% and 6.94%, respectively. The maximum
amount outstanding at any month-end during these periods was $45,214,000 at
January 31, 1998, $42,379,000 at April 30, 1997 and $43,179,000 at October 31,
1996. The interest rate was 7.19% at March 31, 1998, 7.47% at December 31, 1997
and 6.88% at December 31, 1996. The outstanding balance under the credit line
arrangement at March 31, 1998, December 31, 1997 and December 31, 1996 was
$36,385,000, $29,550,000 and $34,766,000, respectively. The Company incurred
interest expense of $749,000, $2,760,000 and $2,504,000 in the first quarter of
1998, year-ended December 31, 1997 and year-ended December 31, 1996,
respectively, essentially all of which was related to the open line of credit.
The Company sold to Goodyear approximately $1,919,000 of products and
service during the first quarter of 1998, approximately $7,454,000 of products
and services during 1997 and approximately $7,713,000 of products and services
during 1996. These sales and services consisted primarily of retreading
component materials, vehicle upfitting services and retreading services.
The Company began providing various credit related administrative
services to Goodyear's Company-owned outlets in the second quarter of 1996, and
these services were expanded in 1997. The Company is compensated for its
services on the basis of its out-of-pocket costs plus a service fee. Revenues
generated from providing these services in the first quarter of 1998, the year
1997 and the year 1996 were approximately $81,000, $295,000 and $184,000,
respectively.
The Company believes that the prices paid and received by the Company
to and from Goodyear for goods and services as described above were fair and
reasonable and on terms no less favorable to the Company than could have been
obtained in transactions with unaffiliated parties.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires directors and certain officers of the Company and persons who own more
than 10% of the outstanding shares of Common Stock to file with the Commission
initial reports of ownership and reports of changes in ownership of Common
Stock. Such persons are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of such forms and representations by such persons as to reportable
transactions and holdings, the Company believes that during 1997 no such reports
required to be filed were not filed.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of March 27, 1998 by (i) each director
of the Company, (ii) each executive officer of the Company named under the
<PAGE> 9
caption "Executive Compensation--Summary Compensation Table," below, (iii) each
person who is known by the Company to beneficially own more than five percent of
the outstanding Common Stock and (iv) all directors and executive officers as a
group. Except as set forth in the footnotes to the table below, each of the
shareholders identified in the table below has sole voting and investment power
over the shares beneficially owned by such person.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
- ---------------------------------------------------------------------------------
<S> <C> <C>
The Goodyear Tire & Rubber Company 1,633,695 (1) 74.58%
1144 East Market Street
Akron, Ohio 44316
Dimensional Fund Advisors, Inc. 127,300 (2) 5.81%
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
Gabelli & Company, Inc. 334,400 (3) 15.27%
GAMCO Investors, Inc.
Gabelli Funds, Inc.
Gabelli Performance Partnership
GLI, Inc.
One Corporate Center
Rye, New York 10580
Eugene R. Culler, Jr. 0 --
Michael R. Thomann 0 --
Ronald J. Carr 0 --
Richard D. Pearson 0 --
Richard E. Sorensen 0 --
James W. Barnett 0 --
James E. Owens 0 --
Ronald P. Rumble 0 --
All Executive Officers and Directors
as a Group (8 persons) 0 --
- ---------------------------------------------------------------------------------
</TABLE>
(1) Based upon information provided by Goodyear.
(2) Based upon information provided by Dimensional Fund Advisors, Inc.,
("Dimensional"), and as reflected in a Schedule 13G dated February 7,
1996 and filed with the Commission. Dimensional, a registered
investment advisor, is deemed to have beneficial ownership of 127,300
shares of Common Stock as of December 31, 1996, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund
Advisors Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(3) As reflected in Schedule 13D, dated July 1, 1997 (Amendment #14), filed
with the Commission, and other information supplied by the beneficial
owner.
<PAGE> 10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the information under the caption "Compensation Committee
Interlocks and Insider Participation."
<PAGE> 11
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.
BRAD RAGAN, INC.
April 29, 1998 By: /s/M. R. Thomann
----------------
M. R. Thomann
President and Chief Executive Officer
