<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to __________________
Commission file number 0-3555
DAVID WHITE, INC.
-----------------
(Name of small business issuer in its charter)
Wisconsin 39-0967642
--------- ----------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
11711 River Lane
P.O. Box 1007
Germantown, Wisconsin 53022-8207
--------------------- ----------
(Address of principal executive (Zip Code)
offices)
Issuer's telephone number: (414) 251-8100
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $3.00 par value
-----------------------------
(Title of class)
Common Stock Purchase Rights
----------------------------
(Title of class)
Check whether the issuer (l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will 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-KSB or any amendment to this Form 10-KSB. [x]
State issuer's revenues for its most recent fiscal year: $ 13,372,000.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act.) $3,351,173 as of July 8, 1997.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of July 1, 1997: 457,323.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by
reference:
Proxy Statement for 1997 annual meeting of shareholders (previously
filed with the Commission under Regulation 14A and hereby incorporated
by reference into Part III, to the extent indicated therein).
Transitional Small Business Disclosure Format (check one)
Yes [ ] No [X]
<PAGE> 2
PART I
Item l. Business.
GENERAL
Founded in 1900, David White, Inc., a Wisconsin corporation with its
principal executive offices located in Germantown, Wisconsin (the "Company"),
is a manufacturer and distributor of medium and high technology products in the
specialty market of optical and laser surveying instruments for productivity
improvement in the construction industry.
DESCRIPTION OF BUSINESS
Prior to June 1989, the Company was divided into two product
divisions, David White Instruments and Micrographic Systems, in addition to an
International Division which handled international marketing and sales for both
product divisions. The Company effected two significant organizational changes
to its business in 1989. First, on June 30, 1989, the Company purchased 90% of
the outstanding capital stock of Ammann Lasertechnik, AG ("Ammann"), a Swiss
corporation. Second, on October 4, 1989, the Company sold its Micrographic
Systems Division.
On June 6, 1995, the Company entered into an agreement with HRA
Holding Company ("HRA"), Hans-Rudolf Ammann ("Mr. Ammann") and Thomas Ammann
pursuant to which the Company sold all of its interest in Ammann to HRA. HRA
is a Swiss entity owned and controlled by Mr. Ammann. In exchange for the sale
of its Ammann stock, the Company received 70,500 shares of Company stock
formerly owned by Mr. Ammann and Thomas Ammann, as well as $300,000 (U.S.) in
cash and cash equivalents. In connection with the transaction, the Company
also entered into a Reciprocal Supply Agreement and Technology Transfer
Agreement with Ammann. Under the Reciprocal Supply Agreement, Ammann agreed to
supply its products to the Company for two years for distribution in connection
with the Company's business, and the Company agreed to supply its products to
Ammann for two years for distribution in connection with Ammann's business.
Under the Technology Transfer Agreement, Ammann assigned certain patent rights
to the Company (valued at $200,000), and the Company granted Ammann a
non-exclusive license to make, use and sell products covered by the patents.
Ammann agreed to pay the Company a royalty of $25,000 per year for ten years in
consideration of the license.
The Company's business is now concentrated primarily in the
development, production and marketing of David White surveying instruments,
including those surveying instruments covered by the patents transferred to the
Company from Ammann. The Company also concentrates on producing and marketing
Ammann products under the Reciprocal Supply Agreement with Ammann.
2
<PAGE> 3
David White Instruments. The Company's surveying instruments can be
divided generally into two categories: conventional optical survey instruments
and laser surveying instruments.
The Company's conventional optical surveying instruments include
levels, level/transits, automatic levels and level/transits, hand levels, rods,
targets, plumb bobs, tripods and other precision tools used by builders,
contractors, engineers, farmers, plumbers and others. The Company entered the
laser surveying instrument field in 1981 through the acquisition of a
manufacturer of rotating laser beam electronic levels. The Company's laser and
electronic surveying instruments consist primarily of infrared invisible laser
beam and visible laser beam electronic levels and ancillary equipment primarily
for builders and contractors.
The Company's conventional surveying instruments, along with its laser
surveying instruments, are principally marketed under the "David White" trade
name. The Company's products are sold on a nonexclusive basis through
approximately 600 distributors throughout the world. The Company has entered
into certain marketing and cross-distribution arrangements for the sale of the
Company's laser products in Japan, the Pacific Rim, Asia and other areas. The
Company has also entered into additional marketing and distribution
arrangements with other companies in Europe and is investigating the
feasibility of other international strategic marketing alliances. The supply
and technology transfer agreements with Ammann and the marketing arrangements
with foreign companies reflect the Company's increasing global emphasis.
Pursuant to General Instruction E to Form 10-KSB ("Instruction E"),
information regarding the status of publicly announced new products is hereby
incorporated by reference from the information set forth on pages 1 and 2 of
the Company's 1996 Annual Report to Shareholders ("Annual Report").
Ammann. The Ammann product line consists of five laser surveying
instruments, including several products designed to meet the specific
requirements of both the light and the heavy construction industry. Ammann
continues to market both David White and Ammann products abroad through the
companies' distribution networks and marketing arrangements with other
companies. The manufacturing and assembly of two Ammann laser instruments
continues to take place at the Company's Berlin, Wisconsin plant.
COMPETITION
The Company experiences intense competition from numerous domestic and
foreign producers. Some of the Company's competitors are significantly larger
than the Company and have substantially greater financial resources. The
Company expects that it will
3
<PAGE> 4
continue to encounter highly competitive conditions both domestically and
internationally.
The Company attempts to maintain its competitive posture through
quality control, pricing strategies and an on-going program of product
improvement, new product development and increased manufacturing efficiencies.
The Company believes that its research and development team, well-developed
distribution network, marketing arrangements, established David White trade
name, reputation for quality products and ability to manufacture and market
both optical and laser surveying instruments, provide it with certain market
advantages over its competitors in the surveying equipment industry.
CERTAIN CREDIT TERMS
Customers of the Company who place their orders for optical and laser
instruments between November l and February 28 of each year and are considered
creditworthy are extended payment terms of one-third on April l, one-third on
May l and one-third on June l. European product sales are not included in the
foregoing credit programs.
SEASONALITY
Because distributors, suppliers and end users of surveying instruments
generally place their orders for delivery prior to or during the spring and
summer construction season, third quarter sales are traditionally lower than
sales for other quarters. The Company's sales are also partially dependent
upon the growth and success of the construction industry. Interest rates may
also impact this industry. Construction industry expenditures are subject to
variation and have been affected during recent years by recessionary cycles.
PATENTS AND ENGINEERING: RESEARCH AND PRODUCT DEVELOPMENT
The Company places considerable emphasis on the optical, mechanical
and electromechanical design of its products. Most of the Company's key
products have been designed by the Company, and the Company's Technology
Transfer Agreement with Ammann granted the Company patent rights with respect
to two products that were originally designed by Ammann. Although a number of
the Company's products are covered by patents, its business is not materially
dependent on them.
In 1996, the Company employed five individuals in research and
development and expended $327,000 for this activity, compared to $399,000 in
1995. The Company has budgeted $326,000 for research and development during
1997.
4
<PAGE> 5
ENVIRONMENTAL REGULATION
On October 23, 1995, the Company entered into an agreement with the
State of Wisconsin to settle a claim that the Company violated state
regulations concerning the operation of an underground storage tank on the
Company's Berlin, Wisconsin property. Pursuant to that agreement, the Company
paid a $25,000 forfeiture to the State of Wisconsin. The Company has also
agreed to clean up contamination caused by leakage from the tank. The Company
reserved $200,000 in the fourth quarter of 1995 for the clean-up, which the
Company believes will be sufficient to cover any material expenses in the
future.
Apart from the foregoing, the Company does not expect foreign,
federal, state or local environmental legislation to have a material effect on
its capital expenditures, earnings or competitive position.
RAW MATERIALS
Principal raw materials used by the Company in its manufacturing
operations are a variety of electronic components, die castings, molded
plastics, various metals and optical components. All of such raw materials are
available to the Company from several suppliers.
EMPLOYEES
The Company employs approximately 130 full time people, approximately
two-thirds of whom are in production. The balance are employed in executive,
administrative, engineering, sales and clerical capacities.
Item 2. Properties.
The following table summarizes the Company's principal properties:
<TABLE>
<CAPTION>
Owned Year Approx-
or Lease imate
Location Use Leased Expires Sq. Ft.
- -------- --- ------ ------- --------
<S> <C> <C> <C> <C>
Germantown, Executive Offices, Leased 1997 12,800
Wisconsin Marketing, Advertising,
Finance, Service
Department
Berlin, Manufacture of Optical Owned ------ 105,000
Wisconsin and Electronic
Surveying Products,
Research and Development
and Design Engineering
</TABLE>
5
<PAGE> 6
The Company believes its current facilities are suitable, adequate and
provide sufficient capacity to support current operations. No present plans
exist for the improvement or further development of any of the properties. The
Company intends to lease a smaller facility for its executive offices beginning
in late fall of 1997. In the opinion of the Company's management, the
properties are adequately insured.
The Company leases its Germantown, Wisconsin property from Tony L.
Mihalovich pursuant to a triple-net lease. The Company pays monthly rental of
$10,600 under the lease. The initial term of the lease will expire on June 30,
1997, following which it will become a month-to-month lease.
The Berlin, Wisconsin property is owned by the Company and is currently
subject to a first mortgage as security for a $2,500,000 term note through
Firstar Bank Fond du Lac (the "Bank") to the Company. As of January 31, 1997,
the outstanding balance on the term note was $1,165,000. The term note is 70%
guaranteed by Farmers Home Administration. The Berlin property is also
currently subject to a second mortgage as security for the Bank's revolving line
of credit to the Company, which is adjusted periodically according to seasonal
requirements and ranges from $1,750,000 to $2,000,000. Pursuant to Instruction
E, information regarding the Company's term note and line of credit required by
this item is incorporated herein by reference from the information set forth in
Note 3 to the Company's Consolidated Financial Statements, set forth on page 6
of the Annual Report. As of January 31, 1997, the outstanding balance under the
line of credit was $340,000.
The federal tax basis of the land and building at the Berlin,
Wisconsin location is $36,000 and $380,000, respectively. Depreciation is
taken by the Company over the estimated useful life of the building using the
straight line method. For purposes of depreciation, the remaining life claimed
with respect to the Berlin property is 3 years, although different depreciation
schedules with remaining lives ranging from 3 to 32 years exist for various
improvements to the Berlin property. For 1996, the Company has paid or will
pay annual realty taxes on the Berlin, Wisconsin property in the amount of
$25,000. The company also paid $16,365 toward the realty taxes of the
Germantown, Wisconsin property in 1996, representing the prorated portion of
the previous year's taxes through the date the building was sold to Tony L.
Mihalovich.
Item 3. Legal Proceedings.
The Company is not currently a party, nor are any of its properties
subject, to any legal proceeding required to be disclosed under this Item. No
such proceedings were terminated during the fourth quarter of 1996.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
6
<PAGE> 7
PART II
Item 5. Market for the Company's Common Stock and Related Stockholder Matters.
David White's common stock is traded in the over-the-counter market and is
quoted on NASDAQ under the symbol DAWH. The high and low bid prices occurring
during each quarter for 1996 and 1995 are set forth in the table below. The
prices represent inter-dealer quotations and do not include adjustments for
retail markups, markdowns or commissions and do not necessarily represent
actual transactions. As of December 31, 1996, there were approximately 273
stockholders of record of David White, Inc. common stock.
BID PRICES OF COMMON SHARES
<TABLE>
<CAPTION>
1996 1995
High Low High Low
<S> <C> <C> <C> <C>
First Quarter $12 7/8 $11 1/2 $11 3/4 $8 3/4
Second Quarter 11 5/8 11 1/2 11 3/4 9 1/2
Third Quarter 11 1/2 10 11 9 3/4
Fourth Quarter 11 1/4 7 1/2 12 9 3/4
</TABLE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
Sales for 1996 of $13.4 million were down $1.9 million from 1995's sales of
$15.3 million. Most of the decrease, or $1.6 million is attributed to the
inclusion of the former Swiss subsidiary, Ammann Lasertechnik, AG, for the first
five months of 1995. The subsidiary was sold in May, 1995. David White, Inc.'s
sales, exclusive of Ammann, are down 2% for 1996. Shipments of laser products
at David White increased 22% while sales of optical products declined 9%. Gross
margins increased slightly in 1996 to 23.5% from 23.3% in 1995. The Company
reduced inventories by $930,000 in 1996. Reducing inventories decreases profits
temporarily by reducing the Company's ability to absorb normal manufacturing
overhead into inventory. Selling and administrative expenses declined 27%,
primarily due to the inclusion of Ammann's selling and administrative expenses
in 1995 and a one-time charge in 1995 of $523,000 for converting a costly
defined benefit pension plan into a much less expensive 401(k) program.
Other income of $185,000 included a $153,000 gain resulting from the sale of the
Company's corporate office. The Company intends to lease a smaller facility for
its executive offices beginning in late fall of 1997. Interest expense declined
slightly as the Company reduced its debt levels with the cash generated from the
sale of the corporate office and reduction of inventories.
On June 6, 1995, the Company entered into an agreement with HRA Holding
Company ("HRA"), Hans-Rudolf Ammann ("Mr. Ammann") and Thomas Ammann pursuant to
which the Company sold all of its interest in Ammann to HRA. HRA is a Swiss
entity owned and controlled by Mr. Ammann. In exchange for the sale of its
Ammann stock, the Company received 70,500 shares of Company stock formerly owned
by Mr. Ammann and Thomas Ammann, as well as $300,000 (U.S.) in cash and cash
equivalents. In connection with the transaction, the Company also entered into a
Reciprocal Supply Agreement and Technology Transfer Agreement with Ammann. Under
the Reciprocal Supply Agreement, Ammann agreed to supply its products to the
Company for two years for distribution in connection with the Company's
business, and the Company agreed to supply its products to Ammann for two years
for distribution in connection with Ammann's business. Under the Technology
Transfer Agreement, Ammann assigned certain patent rights to the Company (valued
at $200,000), and the Company granted Ammann a non-exclusive license to make,
use and sell products covered by the patents. Ammann agreed to pay the Company a
royalty of $25,000 per year for ten years in consideration of the license.
The deteriorating U.S. dollar made the products from Switzerland too
expensive to compete effectively in the U.S. market, resulting in losses. The
price negotiated was higher than the book value of Ammann but not enough to
cover the $1.1 million of goodwill remaining as of May 31, 1995. The loss of
$575,000, net of tax benefit, included the write-off of the remainder of
goodwill of $1.1 million.
Working capital increased to $4.0 million at the end of 1996 from $3.7
million at the end of 1995. The Company's current ratio at the end of 1996 was
4:3:1 versus 2:5:1 at the end of 1995.
LIQUIDITY
Each year receivables increase during the first quarter as the Company
offers a deferred payment program to its key distributors. The deferred
payment program allows for shipments from November 1 through the end of
February with payments due as follows: 1/3 due April 1; 1/3 due May 1; and
1/3 due June 1. The deferred payment program defers between $2,500,000 and
$3,000,000 of the Company's reeivables.
The Company currently has available a domestic bank revolving line of
credit to meet its short term borrowing needs. The amount available under the
line of credit is adjusted periodically according to seasonal requirements,
and ranges from $1,750,000 to $2,000,000. Borrowings against the line of credit
are payable on demand with interest payable monthly at the prime rate. As of
December 31, 1996, the Company had no borrowings against its line of credit.
The Company will be increasing its outstanding borrowings in the first quarter
of 1997 as payments are deferred under its deferred payment program. The
Company will be reducing its outstanding borrowings in the second quarter of
1997 as the deferred payments are collected.
Because the Company's products are used primarily in the construction
industry, the Company's long-term liquidity is based largely on the construction
industry's expenditures. It is difficult to predict the amount of such
expenditures long-term, because of the seasonal and cyclical nature of the
construction industry. The Company therefore does not predict liquidity on a
long-term basis.
CAPITAL RESOURCES
The Company did not have any significant outstanding capital commitments at
year-end.
KNOWN TRENDS OR UNCERTAINTIES
As the Company's products are used primarily in the construction industry,
it is difficult to project trends as the construction industry's expenditures
are subject to variation and have been affected in recent years by recessionary
cycles and changes in interest rates. The outlook for 1997 appears to be
stable.
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<PAGE> 8
Item 7. Financial Statements.
FINANCIAL STATEMENTS
BALANCE SHEET December 31,1996
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents ...................................... $ 47,000
Trade accounts receivable, less allowance of $95,000 (Note 3) .. 1,315,000
Inventories (Note 3) ........................................... 3,681,000
Prepaid expenses and other current assets....................... 142,000
----------
Total Current Assets ......................................... 5,185,000
Other Assets:
Technology and patents, less accumulated
amortization of $71,000 ..................................... 141,000
Intangible pension asset (Note 5) .............................. 107,000
Deferred income taxes (Note 6) ................................. 31,000
Other .......................................................... 23,000
----------
Total Other Assets ........................................... 302,000
Property, plant and equipment at cost (Note 3):
Land ........................................................... 36,000
Buildings and improvements ..................................... 1,524,000
Machinery and equipment ........................................ 6,011,000
----------
7,571,000
Less accumulated depreciation .................................. 5,755,000
----------
1,816,000
----------
$7,303,000
----------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Trade accounts payable ........................................ $ 354,000
Accrued wages and amounts withheld from employees ............. 255,000
Accrued retirement plan costs ................................. 129,000
Other accrued liabilities ..................................... 246,000
Current maturities of long-term debt (Note 3) ................. 225,000
----------
Total Current Liabilities ................................... 1,209,000
Long-term debt, less current maturities (Note 3) ................ 958,000
Long-term pension liability (Note 5) ............................ 133,000
Stockholders' Investment (Notes 3 and 4):
Preferred stock, par value $1 a share: Authorized
1,000,000 shares; none issued
Common stock, par value $3 a share: Authorized
5,000,000 shares; issued 692,240 shares ................... 2,077,000
Additional paid-in capital .................................... 1,024,000
Retained earnings ............................................. 4,222,000
Additional pension liability (Note 5) ......................... (26,000)
Treasury stock at cost--234,917 shares ........................ (2,294,000)
----------
5,003,000
----------
$7,303,000
----------
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
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FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------
1996 1995
<S> <C> <C>
Revenues:
Net sales .............................. $13,372,000 $15,278,000
Interest and other income .............. 185,000 38,000
----------- -----------
13,557,000 15,316,000
Cost and expenses:
Cost of goods sold ..................... 10,235,000 11,422,000
Selling and administrative expenses .... 2,554,000 3,061,000
Loss on sale of subsidiary ............. 722,000
Loss on termination of pension plan .... 523,000
Environmental expenses ................. 17,000 297,000
Interest expense ....................... 284,000 290,000
----------- -----------
13,090,000 16,315,000
Earnings (loss) before income taxes .... 467,000 (999,000)
Income tax expense (benefit) (Note 6)... 140,000 (147,000)
----------- -----------
Net earnings (loss) .................... $ 327,000 $ (852,000)
----------- -----------
Net earnings (loss) per share (Note 7).. $ .72 $ (1.75)
----------- -----------
</TABLE>
STATEMENTS OF STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
Years ended December 31,1996 and 1995
-------------------------------------------------------------------------------------------------
Common Stock Additional Retained Additional Cumulative Treasury
---------------------- Paid-In Earnings Pension Translation Stock
Shares Amount Capital Liability Adjustment
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at
January 1, 1995 ........ 692,240 $2,077,000 $1,024,000 $4,747,000 $ (362,000) $ 83,000 $(1,537,000)
Net loss .......................................................... (852,000)
Currency translation
adjustments ................................................................................. (83,000)
Additional
pension liability (Note 5)...................................................... 292,000
Receipt of common stock
from sale of subsidiary .................................................................................... (757,000)
- --------------------------------------------------------------------------------------------------------------------------
Balances at
December 31, 1995 692,240 2,077,000 1,024,000 3,895,000 (70,000) 0 (2,294,000)
Net earnings ....................................................... 327,000
Reduction of
pension liability (Note 5) ...................................................... 44,000
-------- ---------- ---------- ---------- --------- -------- -----------
Balances at
December 31, 1996 692,240 $2,077,000 $1,024,000 $4,222,000 $ (26,000) $ 0 $(2,294,000)
-------- ---------- ---------- ---------- --------- -------- -----------
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
9
<PAGE> 10
FINANCIAL STATEMENTS
STATEMENTS
OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
----------- ----------
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ....................................... $ 327,000 $(852,000)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation.......................................... 419,000 388,000
Amortization of intangible assets..................... 55,000 75,000
Gain on sale of building ............................. (153,000)
Loss on sale of subsidiary............................ 722,000
Deferred income taxes................................. 116,000 (147,000)
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable ............................. 164,000 305,000
Inventories ..................................... 930,000 (701,000)
Prepaid expenses and other assets ............... (13,000) 137,000
Increase (decrease) in:
Accounts payable and accrued expenses ........... (501,000) (16,000)
Income taxes .................................... (89,000)
----------- ---------
Net cash provided by (used in) operating activities .. 1,344,000 (178,000)
----------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment ................ (292,000) (733,000)
Cash proceeds from sale of building .................... 675,000
----------- ---------
Net cash provided by (used in) investing activities... 383,000 (733,000)
----------- ---------
Cash flows from financing activities:
Principal payments on long-term debt ...................... (966,000) (283,000)
Net (decrease) increase in notes payable to bank........... (714,000) 297,000
----------- ---------
Net cash (used in) provided by financing activities .... (1,680,000) 14,000
----------- ---------
Effect of exchange rate changes on cash ..................... 0 5,000
----------- ---------
Net increase (decrease) in cash and cash equivalents 47,000 (892,000)
Cash and cash equivalents at beginning of year .............. 0 892,000
----------- ---------
Cash and cash equivalents at end of year .................... $ 47,000 $ 0
----------- ---------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ............................................... $ 284,000 $ 290,000
Income taxes, net of refunds............................ 50,000 155,000
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
10
<PAGE> 11
NOTES TO
FINANCIAL STATEMENTS
1: COMPANY BUSINESS AND ACCOUNTING POLICIES
David White, Inc. (the "Company") is engaged in the manufacture of surveying
instruments and lasers and is a distributor of certain other products. The
Company operates predominantly in the construction industry within the United
States and Europe. The Company's significant accounting policies are summarized
as follows:
Cash Equivalents - The Company considers all highly liquid investments
with maturities of three months or less when acquired to be cash equivalents.
Inventories -- Inventories are stated on the basis of the lower of cost or
market, including material, labor and manufacturing overhead. Cost is determined
under the first-in, first-out method. It is not practical to segregate the
components of raw material, work-in process and finished goods at the balance
sheet date, since the breakdown is possible only as a result of a physical
inventory which is taken at a date different than the balance sheet date. The
Company's estimate as of December 31, 1996 was that finished goods represented
30% of total inventory, and that raw material and work-in process represented
70% of total inventory.
Property, Plant and Equipment - The Company provides depreciation over the
estimated useful lives (3 to 32 years) of the respective assets using the
straight-line method.
Intangible Assets - Technology and patents are being amortized over their
estimated lives, which range from 5 to 8 years. Deferred financing costs are
being amortized on a straight-line method over the term of the related debt
agreement.
Research and Development Costs - Research and development costs are
expensed as incurred and totaled $327,000 and $399,000 in 1996 and 1995,
respectively.
Fair Value of Financial Instruments - The Company believes the
carrying amount of its financial instruments is a reasonable estimate of the
fair value of these instruments.
Use of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Environmental Expenses -- Based on management's estimates using data
supplied by an independent environmental consulting firm, the Company recorded a
$200,000 environmental reserve in the fourth quarter of 1995 to cover the
primary expenses related to an agreement with the State of Wisconsin to settle a
claim to clean up contamination caused by the leakage from an underground
storage tank. These primary expenses consisted of the purchase and installation
of monitoring equipment. Actual environmental expenses for 1995 totalled
$297,000, which included the purchase and installation of the monitoring
equipment as well as the determination of the scope of the contamination,
negotiations with the Wisconsin Department of Natural Resources, and remediation
of the contamination. The Company does not anticipate a need for further
remediation or determination of the scope of contamination. On an ongoing basis,
the Company will incur costs to monitor the environmental systems that it has
put in place. These monitoring costs consist of collecting water samples and
submitting them for testing. As discussed under "Use of Estimates" above, the
Company estimates the costs to monitor the environmental system to be disclosed
as expenses in operations each year. The Company does not expect these expenses
to be material in future years. The Company does not believe that there will be
any recovery from third parties to cover the environmental costs.
Impairment of Long-Lived Assets -- Long-lived assets include a minor amount
of technology and patents, exclusive of property, plant and equipment (PPE). The
Company continues to evaluate PPE on an undiscounted cash flow basis and
believes there is no impairment. The implementation of SFAS 121 has had no
material impact on the Company's financial statements.
2: SALE OF FOREIGN SUBSIDIARY
The Company sold its 90% interest in the outstanding capital stock of Ammann
Lasertechnik AG on May 31, 1995. The transaction was summarized as follows:
<TABLE>
<S> <C>
Net carrying value of assets sold $(691,000)
Write-off of goodwill (1,123,000)
Fair market value of Company common
stock received 757,000
Other assets received, net 335,000
-----------
Loss on sale of subsidiary (722,000)
Tax benefit 147,000
-----------
Loss on sale of subsidiary, net of taxes $(575,000)
-----------
</TABLE>
Net sales for the subsidiary to unrelated parties during 1995 were
approximately $1,601,000. Net losses incurred by the subsidiary for 1995 were
approximately $77,000.
3: BANK LINES OF CREDIT AND LONG-TERM DEBT
Long term debt consists of a term note with a domestic bank which is payable in
monthly installments of $26,500, including interest at 8.5%, through August,
2001. The term note is collateralized by a first mortgage on the Company's
manufacturing facilitiy and a second lien on the Company's accounts receivable,
inventory and equipment. The loan agreement contains restrictions with respect
to levels of working capital ($1,000,000 on December 31, 1996) and net worth
($5,000,000 on December 31, 1996) and minimum debt-to-net worth and current
ratios. In addition, capital expenditures are limited to a specified level
each year. The term note is 70% guaranteed by the Rural Economic and Community
Development Service.
The aggregate scheduled future maturities for the fiscal years ending December
31 are as follows:
<TABLE>
<S> <C>
1997 225,000
1998 245,000
1999 267,000
2000 291,000
Thereafter 155,000
----------
$1,183,000
==========
</TABLE>
The Company currently has available a domestic bank revolving line of credit to
meet its short term borrowing needs. The amount available under the line of
credit is adjusted periodically according to seasonal requirements and ranges
from $1,750,000 to $2,000,000. Borrowings against the line are payable on
demand with interest payable monthly at the prime rate. The Company had no
borrowings under the line at December 31, 1996. The line renews annually in
September. Borrowings under the line of credit are based on a percentage of
qualified accounts receivable and inventory (the borrowing base), which are
secured under the related agreement. The agreement contains the same
restrictions described above related to the term note.
4: STOCK RIGHTS PLAN AND EMPLOYEE STOCK OPTION PLAN
In 1988, the Company made a dividend distribution of one Common Stock Purchase
Right on each outstanding share of common stock. The Rights are exercisable
only if a person or group acquires 20% or more of the Company's common stock or
announces a tender or exchange offer that would result in such a person or group
owning 20% or more of the common stock. When exercisable, each Right entitles
the holder thereof to purchase one share of common stock at an exercise price of
$35.00. Further, upon the occurrence of certain defined events, the Rights are
modified to entitle the holder to purchase common stock of the Company or common
stock of an "acquiring person" having a market value equivalent to two times the
exercise price of the Right. At no time do the Rights have any voting power. The
Rights expire on September 29, 1998. The Company is entitled to redeem the
Rights at $0.01 per Right until ten days (subject to extension) after a public
announcement that a 20% or more position has been acquired, at which time they
become nonredeemable. At December 31, 1996, 457,323 shares of common stock were
reserved for issuance upon exercise of the Rights.
11
<PAGE> 12
In 1992, the stockholders approved the issuance of up to 32,000 shares of
common stock under an incentive stock option plan. Options granted are
exercisable in varying increments and at various times as determined by the
Compensation Committee of the Board of Directors. The option period cannot
exceed ten years from the date of the grant and the options can be granted
until January, 2002, under this plan. In 1995, the stockholders approved the
issuance of up to 50,000 shares of common stock under a new incentive stock
option plan with terms similar to the 1992 plan described above. The options
can be granted until February, 2005. The following table summarizes stock
option activity for the years ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
Shares
Reserved Outstanding Available
Options
<S> <C> <C> <C>
Balances, January 1, 1995
$6.50 - $10.44 per share .............. 33,200 33,200 0
Reserved .............................. 50,000 50,000
Expired -$6.50-$10.44 per share ....... (1,200) (7,950) 6,750
------ ------ ------
Balances, December 31, 1995
$6.50 -$6.88 per share ................ 82,000 25,250 56,750
------ ------ ------
Granted ............................... -- -- --
Exercised ............................. -- -- --
Expired ............................... -- -- --
Balances, December 31, 1996
$6.50 - $6.88 per share ............... 82,000 25,250 56,750
------ ------ ------
Options exercisable
at December 31,1996
$6.50-$6.88 per share ................. 25,250
------
</TABLE>
In the event of a change in control of the Company, all options become
exercisable and those holding options shall have the right to require the
Company to purchase their options. The purchase price of the options will be
the excess of the greater of the market value of the Company stock or highest
tender offer price paid over the option price.
In 1990, the Company issued a nonqualified stock option to its former Chairman
of the Board of Directors, providing for the purchase of 16,000 shares of
common stock at $10 per share. In January, 1994, the option became fully
vested and is exercisable in whole or in part until January, 1998. The option
expires upon the death of the optionee.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
Because the Company did not grant any stock options during either 1995 or 1996,
there would be no impact on proforma net income or earnings per share under
SFAS No. 123.
5: EMPLOYEE BENEFIT PLANS
The Company has a certain defined benefit pension plan covering certain
non-union employees. The non-union plan contains provision for benefits
relating to past service based on an employee's compensation and years of
service at the time the plan became effective.
The Company's funding policy for the plan is consistent with the funding
requirements of federal law and regulations.
The following table sets forth the non-union past service plan's funded status
as estimated by consulting actuaries as of October 1,1996 and the amounts
recognized in the Company's financial statements:
<TABLE>
<S> <C>
Actuarial present value of
benefit obligations:
Accumulated benefit
obligation, entirely vested $ 574,000
---------
Projected benefit obligation for
service rendered to date $ 574,000
Plan assets at fair value
(government obligations,
mutual stock funds and
money market funds) 369,000
---------
Projected benefit obligations
in excess of plan assets (205,000)
Unrecognized net loss 26,000
Unrecognized net obligation at January 1,1987
being amortized over 15 years 107,000
Additional minimum liability (133,000)
---------
Pension liability recognized in
the consolidated balance sheet $(205,000)
---------
</TABLE>
Net periodic pension cost for the Company's non-union plan included the
following components:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Interest cost on projected benefit obligation ...................................................... $ 38,000 $ 43,000
Actual return on plan assets ....................................................................... (41,000) (49,000)
Net amortization and deferral ...................................................................... 33,000 45,000
-------- --------
Total pension expense .............................................................................. $ 30,000 $ 39,000
======== ========
</TABLE>
The weighted average discount rate and expected long term rate of return used
to develop the periodic pension costs for the above plan was as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Discount rate 7.25% 6.25%
Expected long-term
return on assets 7.75% 7.75%
</TABLE>
The Company has reflected those provisions of Statement of Financial Accounting
Standards No. 87, "Employers' Accounting for Pensions," which require
recognition in the balance sheet of an additional minimum liability and
intangible asset for pension plans with accumulated benefits in excess of plan
assets. Because the asset recognized may not exceed the amount of unrecognized
prior service cost, the excess is reported as a separate reduction of
stockholders' investment.
12
<PAGE> 13
NOTES TO
FINANCIAL STATEMENTS
In addition, the Company has contributory 401(k) savings plans covering
substantially all employees, under which eligible participants may elect to
contribute a specified percentage of their compensation, subject to certain
limitations. The Company makes contributions subject to certain limitations.
Company contributions vest over a five-year period at a rate of 20% per year.
Contributions charged to operations under the plans aggregated approximately
$81,000 and $45,000 for the years ended December 1996 and 1995, respectively.
In the fourth quarter of 1995, the accumulated benefit obligation of the
Company's defined benefit pension plan covering all union members was settled
by the purchase of a non-participating group annuity contract or a lump-sum
distribution for retired participants and lump sum distributions to active
participants. Active participants were given the option to transfer their
distributions into a 401(k) plan begun on January 1, 1996. The settlement was
accounted for in accordance with Statement of Financial Accounting Standards
No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," and resulted in a pre-tax
loss to the Company of approximately $523,000. Pension expense related to this
plan for the years ended December 31, 1995 was $70,000.
The Company has Key Executive Employee and Severance Agreements with certain
officers and key employees which provide for severance pay of up to two years
salary in the event of a change in control of the Company, as defined, and
subsequent termination of employment.
6: INCOME TAXES
Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>
Year ended December 31,
1996 1995
<S> <C> <C>
Current ...... $ 24,000 $ 0
Deferred ..... 116,000 (147,000)
--------- ----------
$ 140,000 $ (147,000)
========= ==========
</TABLE>
A reconciliation of statutory federal tax rate and effective rates is as
follows:
<TABLE>
<CAPTION>
Year ended December 31,
1996 1995
<S> <C> <C>
Statutory federal rate 34.0% (34.0)%
Net operating loss and tax credit
carryforward adjustment (4.0) 26.6
Nondeductible amortization -- (2.6)
Other -- (4.7)
---- -----
30.0% (14.7)%
==== =====
</TABLE>
The tax effects of temporary differences, tax credit carryforwards and net
operating loss carryforwards that give rise to significant portions of deferred
tax assets and liabilities consist of the following:
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Deferred tax assets
Inventory ................................................ $168,000 $233,000
Liabilities and reserves ................................. 198,000 292,000
Tax credits and net operating loss carryforwards ......... 465,000 539,000
-------- --------
1996 1995
Gross deferred tax assets ................................ 831,000 1,064,000
Valuation allowance ...................................... (559,000) (648,000)
-------- --------
272,000 416,000
Deferred tax liabilities
Property, plant and equipment ............................ 215,000 207,000
Other .................................................... 26,000 62,000
-------- --------
241,000 269,000
-------- --------
Net deferred tax asset ................................... $31,000 $147,000
======= ========
</TABLE>
At December 31, 1996, the Company had alternative minimum tax credit
carryforwards totaling $196,000, which expire in various years through 2008.
The Company has state net operating carryforwards of $352,000 which expire
through 2007, and capital loss carryforwards of $520,000 which expire in 2010.
7. RELATED PARTY TRANSACTIONS - FOURTH QUARTER EVENT
During the fourth quarter of 1996, the Company sold the building which housed
its office headquarters to the Company President. The building had a net book
value of $522,000 and was sold for cash of $675,000 resulting in a gain of
$153,000. The purchase price was determined based on negotiations between the
Company President and the Board of Directors and included an independent
appraisal of the building's value.
The Company then entered into a short term lease with the Company President for
the facility. The monthly rental related to this lease is $10,600.
8: EARNINGS (LOSS) PER SHARE
Net earnings (loss) per share of common stock is based upon net (loss)
earnings divided by the weighted average shares outstanding. Weighted average
shares outstanding for the years ended December 31, 1996 and 1995 were 457,323
and 486,698 shares, respectively.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of David White, Inc.:
We have audited the accompanying balance sheet of David White, Inc. and
subsidiary as of December 31, 1996, and the related statements of operations,
stockholders' investment, and cash flows for the years ended December 31, 1996
and 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of David White, Inc. at December 31, 1996, and
the results of its operations and its cash flows for the years ended December
31, 1996 and 1995 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Milwaukee, Wisconsin
January 31, 1997
13
<PAGE> 14
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors and Executive Officers of the Company; Compliance with
Section 16(a) of the Exchange Act.
Pursuant to Instruction E, the information required by this Item with
respect to directors and executive officers is hereby incorporated herein by
reference from the information set forth under the captions "Election of
Directors" and "Executive Officers of the Company" set forth in the Company's
definitive Proxy Statement for its 1997 annual meeting of shareholders
previously filed with the Commission under Regulation 14A ("Proxy Statement").
The required information with respect to Section 16(a) compliance is set forth
under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" set
forth in the Company's Proxy Statement.
Item 10. Executive Compensation.
Pursuant to Instruction E, the information required by this Item is
hereby incorporated herein by reference from the
14
<PAGE> 15
information set forth under the caption "Compensation of Executive Officers"
set forth in the Proxy Statement.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Pursuant to Instruction E, the information required by this Item is
hereby incorporated herein by reference from the information set forth under
the captions "Election of Directors" and "Principal Shareholders" set forth in
the Proxy Statement.
Item 12. Certain Relationships and Related Transactions.
On October 31, 1996, Tony L. Mihalovich, a director of the Company and
the Company's President and Chief Executive Officer, purchased the Company's
Germantown, Wisconsin property for $678,900. On the same day, the Company
entered into a triple-net lease with Mr Mihalovich for the Germantown property,
pursuant to which the Company pays a monthly rental of $10,600. The initial
term of the lease will expire on June 30, 1997, after which the lease will
become a month-to-month lease. These transactions were approved by the
Executive Committee of the Company's Board of Directors. Mr. Mihalovich is not
a member of the Executive Committee and was not present during the Committee's
discussions concerning these transactions.
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as a part of this report:
<TABLE>
<CAPTION>
Page Reference
--------------
1996
Form 10-KSB
-----------
<S> <C> <C>
l. Financial Statements.
--------------------
Consolidated Balance Sheet at 8
December 31, 1996
For the years ended December 31, 1996,
and 1995:
Consolidated Statements of
Operations 9
Consolidated Statements of
Stockholders' Investment 9
</TABLE>
15
<PAGE> 16
Consolidated Statement of Cash Flows 10
Notes to Consolidated Financial 11-13
Statements
Independent Auditors' Report 13
2. Exhibits.
---------
<TABLE>
<S> <C>
3.1 Restated Articles of Incorporation [Incorporated by reference to Exhibit 3 to the Company's Form 8-K dated
May 8, 1992]
3.2 By-Laws, as amended through January 29, 1997 [Incorporated by reference to Exhibit 3.2 to the Company's Form 10-KSB
for the year ended December 31, 1996]
4.1 Rights Agreement, dated as of August 29, 1988, between Company and First Wisconsin Trust Company, as Rights Agent
[Incorporated by reference to Exhibit 4 to the Company's Form 8-K dated September 15, 1988]
4.2 Amendment to Rights Agreement, dated as of November 9, 1988, between Company and First Wisconsin Trust Company,
as Rights Agent [Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated November 10, 1988]
4.3 Amendment No. 2 to Rights Agreement dated as of June 30, 1989 between the Company and First Wisconsin Trust
Company, as Rights Agent [Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated June 30, 1989]
4.4 Amendment No. 3 to Rights Agreement dated as of January 22, 1992, between the Company and First Wisconsin Trust
Company, as Rights Agent [Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated February 7,
1992]
10.1 Form of Key Executive Employment and Severance Agreement ("KEESA") dated as of January 25, 1990, entered into
between the Company and each of the following: Tony L. Mihalovich, Ronald J.
</TABLE>
- ---------------
* management contract or compensatory plan or arrangement.
16
<PAGE> 17
<TABLE>
<S> <C>
Jansen, James L. Younk, E. Gustav Malm, Larry Clark, Walker J. Young and Robert L. Underberg. The KEESA with
James L. Younk is the only one that remains in effect. [Incorporated by reference to Exhibit 10.4 to the
Company's Form 10-K for the year ended December 31, 1992]*
10.2 Employment Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich [Incorporated by
reference to Exhibit 10.5 of the Company's Form 10-KSB for the year ended December 31, 1993, as amended by Form 8
dated April 20, 1994]*
10.3 Amendment to Employment Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich
[Incorporated by reference to Exhibit 10.6 to the Company's Form 10-KSB for the year ended December 31, 1995]*
10.4 Stock Option Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich. [Incorporated
by reference to Exhibit 10.6 at the Company's Form 10-KSB for the year ended December 31, 1993]*
10.5 Amendment to Stock Option Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich
[Incorporated by reference to Exhibit 10.8 to the Company's Form 10-KSB for the year ended December 31, 1995]*
10.6 Stock Option Agreement, dated as of January 11, 1990, between Company and R. Ron Heiligenstein [Incorporated by
reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 1989]*
10.7 Form of Indemnity Agreement, dated as of January 24, 1990, entered into between the Company and each of the
following: Charles D. Jacobus, Hans-Rudolf Ammann, E. Gustav Malm, R. Ron Heiligenstein, Marshall A. Loewi,
Michael S. Ariens and Richard H. Bromley [Incorporated by reference to Exhibit 10.12 to the Company's Form 10-K
for the year ended December 31, 1989]
10.8 1992 Stock Option Plan [Incorporated by reference to Exhibit 10.9 to the Company's Form 10-K for the year ended
December 31, 1992]*
10.9 Form of 1992 Incentive Stock Option Agreement [Incorporated by reference to Exhibit 10.10 to the Company's
Form 10-K for the year ended December 31, 1992]*
10.10 1995 Stock Option Plan [Incorporated by reference to Exhibit 10.11 to the Company's Form 10-QSB for the end of
the second quarter of 1995]*
</TABLE>
- ---------------
* management contract or compensatory plan or arrangement.
17
<PAGE> 18
<TABLE>
<S> <C>
10.11 Stock Purchase Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann,
Jolanda Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.12 to the Company's
Form 10-QSB for the end of the second quarter of 1995]
10.12 License Agreement, dated as of May 31, 1995, entered into between the Company and Ammann Lasertechnik, AG
[Incorporated by reference to Exhibit 10.13 to the Company's Form 10-QSB for the end of the second quarter of 1995]
10.13 Ammann Lasertechnik AG Supply Agreement, dated as of May 31, 1995, entered into between the Company and Ammann
Lasertechnik, AG [Incorporated by reference to Exhibit 10.14 to the Company's Form 10-QSB for the end of the
second quarter of 1995]**
10.14 David White, Inc. Supply Agreement, dated as of May 31, 1995, entered into between the Company and Ammann
Lasertechnik, AG [Incorporated by reference to Exhibit 10.15 to the Company's Form 10-QSB for the end of the
second quarter of 1995]**
10.15 Transfer and Assignment Agreement, dated as of May 31, 1995, entered into between the Company and Ammann
Lasertechnik, AG [Incorporated by reference to Exhibit 10.16 to the Company's Form 10-QSB for the end of the
second quarter of 1995]
10.16 Pledge Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann, Jolanda
Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.17 to the Company's
Form 10-QSB for the end of the second quarter of 1995]
10.17 Summary [English Translation] of German Joint Venture Ammann Lasertechnik GmbH, March 1991 [Incorporated by
reference to Exhibit 10.8 to the Company's Form 10-K for the year ended December 31, 1991]
10.18 Offer, Addendum and Accepted Counter-Offer between Tony L. Mihalovich and the Company regarding the Purchase of
the Company's Germantown, Wisconsin property by Mr. Mihalovich [Incorporated by reference to Exhibit 10.21 to the
Company's Form 10-QSB for the end of the third quarter of 1996]
</TABLE>
- ---------------
** Certain information in this Exhibit was omitted pursuant to a request
for confidential treatment. The information and the request were
separately filed with the Commission.
18
<PAGE> 19
<TABLE>
<S> <C>
10.19 Lease dated October 31, 1996, entered into between the Company and Tony L. Mihalovich [Incorporated by reference
to Exhibit 10.22 to the Company's Form 10-QSB for the end of the third quarter of 1996]
27 Financial Data Schedule
28 Proxy Statement for 1997 Annual Meeting of Shareholders [Previously filed with the Securities and Exchange
Commission under Regulation 14A and incorporated by reference in this Form 10-KSB to the extent indicated herein]
</TABLE>
(b) No reports on Form 8-K were filed by the Company with the
Securities and Exchange Commission during the fourth quarter of 1996.
19
<PAGE> 20
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DAVID WHITE, INC.
Date: 7/23/97 By: /s/ Tony L. Mihalovich
--------------- ----------------------------
Tony L. Mihalovich,
President, Chief Executive
Officer, Director
Date: 7/23/97 By: /s/ James L. Younk
--------------- ----------------------------
James L. Younk, Treasurer,
Chief Financial Officer
In accordance with the Exchange Act, this amended report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Date: 7/23/97 By: /s/ Michael S. Ariens
--------------- ----------------------------
Michael S. Ariens,
Director
Date: 7/23/97 By: /s/ R. Ron Heiligenstein
--------------- ----------------------------
R. Ron Heiligenstein,
Director
Date: 7/23/97 By: /s/ Charles D. Jacobus
--------------- ----------------------------
Charles D. Jacobus,
Director
Date: 7/23/97 By: /s/ Marshall A. Loewi
--------------- ----------------------------
Marshall A. Loewi,
Director
20
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
DESCRIPTION PAGE NO.
----------- ----------
<S> <C> <C>
3.1 Restated Articles of Incorporation [Incorporated by reference to Exhibit 3 to the Company's Form 8-K dated
May 8, 1992] N/A
3.2 By-Laws, as amended through January 29, 1997 [Incorporated by reference to Exhibit 3.2 to the Company's
Form 10-KSB for the year ended December 31, 1996] 18
4.1 Rights Agreement, dated as of August 29, 1988, between Company and First Wisconsin Trust Company, as
Rights Agent [Incorporated by reference to Exhibit 4 to the Company's Form 8-K dated September 15, 1988] N/A
4.2 Amendment to Rights Agreement, dated as of November 9, 1988, between Company and First Wisconsin Trust
Company, as Rights Agent [Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated
November 10, 1988] N/A
4.3 Amendment No. 2 to Rights Agreement dated as of June 30, 1989 between the Company and First Wisconsin Trust
Company, as Rights Agent [Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated June 30, 1989] N/A
4.4 Amendment No. 3 to Rights Agreement dated as of January 22, 1992, between the Company and First Wisconsin Trust
Company, as Rights Agent [Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated February 7,
1992] N/A
</TABLE>
- ---------------
* management contract or compensatory plan or arrangement.
E-1
<PAGE> 22
<TABLE>
<S> <C> <C>
10.1 Form of Key Executive Employment and Severance Agreement ("KEESA"), dated as of January 25, 1990, entered into
between the Company and each of the following: Tony L. Mihalovich, Ronald J. Jansen, James L. Younk,
E. Gustav Malm, Larry Clark, Walker J. Young and Robert L. Underberg. The KEESA with James L. Younk is the only
one that remains in effect. [Incorporated by reference to Exhibit 10.4 to the Company's Form 10-K for the year
ended December 31, 1992]* N/A
10.2 Employment Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich [Incorporated
by reference to Exhibit 10.5 of the Company's Form 10-KSB for the year ended December 31, 1993, as amended by
Form 8 dated April 20, 1994]* N/A
10.3 Amendment to Employment Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich
[Incorporated by reference to Exhibit 10.6 to the Company's Form 10-KSB for the year ended December 31, 1995]* N/A
10.4 Stock Option Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich. [Incorporated
by reference to Exhibit 10.6 at the Company's Form 10-KSB for the year ended December 31, 1993]* N/A
10.5 Amendment to Stock Option Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich
[Incorporated by reference to Exhibit 10.8 to the Company's Form 10-KSB for the year ended December 31, 1995]* N/A
10.6 Stock Option Agreement, dated as of January 11, 1990, between Company and R. Ron Heiligenstein [Incorporated by
reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 1989]* N/A
10.7 Form of Indemnity Agreement, dated as of January 24, 1990, entered into between the Company and each of the
following: Charles D. Jacobus, Hans-Rudolf Ammann, E. Gustav Malm, R. Ron Heiligenstein, Marshall A. Loewi,
Michael S. Ariens and Richard H. Bromley [Incorporated by reference to Exhibit 10.12 to the Company's
Form 10-K for the year ended December 31, 1989] N/A
10.8 1992 Stock Option Plan [Incorporated by reference to Exhibit 10.9 to the Company's Form 10-K for the year
ended December 31, 1992]* N/A
</TABLE>
- ---------------
* management contract or compensatory plan or arrangement.
E-2
<PAGE> 23
<TABLE>
<S> <C> <C>
10.9 Form of 1992 Incentive Stock Option Agreement [Incorporated by reference to Exhibit 10.10 to the Company's
Form 10-K for the year ended December 31, 1992]* N/A
10.10 1995 Stock Option Plan [Incorporated by reference to Exhibit 10.11 to the Company's Form 10-QSB for the end
of the second quarter of 1995]* N/A
10.11 Stock Purchase Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann,
Jolanda Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.12 to the Company's
Form 10-QSB for the end of the second quarter of 1995] N/A
10.12 License Agreement, dated as of May 31, 1995, entered into between the Company and Ammann Lasertechnik, AG
[Incorporated by reference to Exhibit 10.13 to the Company's Form 10-QSB for the end of the second quarter of 1995] N/A
10.13 Ammann Lasertechnik AG Supply Agreement, dated as of May 31, 1995, entered into between the Company and Ammann
Lasertechnik, AG [Incorporated by reference to Exhibit 10.14 to the Company's Form 10-QSB for the end of the
second quarter of 1995]** N/A
10.14 David White, Inc. Supply Agreement, dated as of May 31, 1995, entered into between the Company and
Ammann Lasertechnik, AG [Incorporated by reference to Exhibit 10.15 to the Company's Form 10-QSB for the end of
the second quarter of 1995]** N/A
10.15 Transfer and Assignment Agreement, dated as of May 31, 1995, entered into between the Company and Ammann
Lasertechnik, AG [Incorporated by reference to Exhibit 10.16 to the Company's Form 10-QSB for the end of the
second quarter of 1995] N/A
10.16 Pledge Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann, Jolanda
Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.17 to the Company's Form 10-QSB
for the end of the second quarter of 1995] N/A
10.17 Summary [English Translation] of German Joint Venture
</TABLE>
- ---------------
** Certain information in this Exhibit was omitted pursuant to a request
for confidential treatment. The information and the request were
separately filed with the Commission.
E-3
<PAGE> 24
<TABLE>
<S> <C>
Ammann Lasertechnik GmbH, March 1991 [Incorporated by reference to Exhibit 10.8 to the Company's Form 10-K for
the year ended December 31, 1991] N/A
10.18 Offer, Addendum and Accepted Counter-Offer between Tony L. Mihalovich and the Company regarding the Purchase
of the Company's Germantown, Wisconsin property by Mr. Mihalovich [Incorporated by reference to Exhibit 10.21
to the Company's Form 10-QSB for the end of the third quarter of 1996] N/A
10.19 Lease dated October 31, 1996, entered into between the Company and Tony L. Mihalovich [Incorporated by reference
to Exhibit 10.22 to the Company's Form 10-QSB for the end of the third quarter of 1996] N/A
13 1996 Annual Report to Shareholders [Except to the extent expressly incorporated herein by reference, this 1996 Annual
Report to Shareholders shall not be deemed "filed" with the Securities and Exchange Commission as part of this
Form 10-KSB] 47
27 Financial Data Schedule 59
28 Proxy Statement for 1997 Annual Meeting of Shareholders [Previously filed with the Securities and Exchange Commission
under Regulation 14A and incorporated by reference in this Form 10-KSB to the extent indicated herein] N/A
</TABLE>
E-4
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