SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K/A - NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
/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
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from
____ to ____
COMMISSION FILE NUMBER: 0-5860
----------------------------
RECOTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 11-1771737
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2950 LAKE EMMA ROAD, LAKE MARY, FLORIDA
32746 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 333-8900
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.20 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
reporting requirements for the past 90 days. Yes /X/ No ______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _____
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be 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 60 days prior to the date of filing:
$226,018,737 based on the closing price on the Nasdaq Stock Market of $23.25 as
of March 16, 1998. For purposes of this computation, all executive officers and
directors of the Registrant have been deemed to be affiliates. Such
determination should not be deemed to be an admission that such persons are, in
fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: 11,623,019 shares of
Common Stock as of April 21, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
ITEMS 10, 11, 12 AND 13 OF PART III OF THE FORM 10-K ARE AMENDED TO READ AS
FOLLOWS:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information regarding the executive officers of Recoton is contained
under "Directors and Executive Officers of Recoton" under Item 1 to this Report.
The directors of Recoton and certain information regarding such persons are
as follows:
NAME AND POSITION BUSINESS EXPERIENCE,
WITH THE COMPANY DIRECTORSHIPS AND AGE
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Irwin S. Friedman Director of Recoton since 1982. President,
Director Chief Executive Officer and principal
shareholder of I. Friedman Equities, Inc., a
corporate financial consulting firm. Age: 64
Joseph M. Idy Director of Recoton since 1990. Stockbroker
Director and money manager at PaineWebber, Inc.
(Senior Vice President since 1989). Age: 57
Joseph H. Massot Director of Recoton since 1985. Controller
Principal Accounting Officer, and Assistant Treasurer from 1978 until
Vice President, Treasurer, 1989, Principal Accounting Officer, Vice
Assistant Secretary and President and Treasurer since 1989 and
Director Assistant Secretary since 1983. Age: 53
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Robert L. Borchardt Director of Recoton since 1964. President
Co-Chairman, President, since 1976, Chief Operating Officer from 1976
Chief Executive Officer to December 1993, Co-Chairman since 1992,
and Director Co-Chief Executive Officer from 1992 until
1996 and Chief Executive Officer since 1996.
Age: 60
Stuart Mont Director of Recoton since 1975. Vice
Executive Vice President- President and Treasurer from prior to 1987
Operations, Chief Operating until 1989, Senior Vice President from 1989
Officer, Chief Financial until 1992, Secretary since 1989, Executive
Officer, Secretary and Vice President-Operations since 1992, Chief
Director Financial Officer since 1992 and Chief
Operating Officer since 1993. Age: 57
George Calvi Director of Recoton since 1984. Vice
Director President from 1978 until 1988, Senior Vice
President-Sales and Marketing from 1988
until 1992 and Executive Vice
President-Sales and Marketing from 1992
until 1996. Age: 47
Paul E. Feffer Director of Recoton since 1996. Chairman of
Director Feffer Consulting Co., Inc., an international
media consulting firm, and a consultant to
Merck & Company's publishing division.
Founded Feffer and Simons Inc. in 1955,
which was sold to Doubleday & Co. in 1962
(where he remained as President of the
subsidiary Feffer and Simons until 1986) and
was Chairman of Baker & Taylor
International, a subsidiary of W. R. Grace &
Co., from 1987 until 1991. Feffer & Simons
and Baker & Taylor specialized in
international publishing and book and
magazine distribution to overseas markets
for U.S. publishers. Age: 76
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Herbert H. Borchardt Director of Recoton since 1945. Chairman and
Co-Chairman and Director Chief Executive Officer from 1976 until 1992,
Co-Chief Executive Officer from 1992 until
1996 and Co- Chairman since 1992. Age: 92
Stephen Chu Director of Recoton since January 1997.
Director President and Director of STD Holding Limited
("STD"), a Hong Kong subsidiary of the
Company, and of its various subsidiaries,
since September 1990. STD was acquired by
the Company in 1995. Age: 41.
Ronald E. McPherson Director of Recoton since 1969. Vice President
Director and Secretary from 1964 until his retirement
in 1989. Age: 68
Peter Wish Director of Recoton since 1969. Executive
Executive Vice President Vice President from 1976 until 1992 and
-Administration and Director Executive Vice President-Administration since
1992. Age: 62
Robert L. Borchardt may be deemed to be a control person of Recoton; Robert
L. Borchardt is the son of Herbert H. Borchardt.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC")
and the Nasdaq Stock Exchange. Officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the Company believes
that all such 1997 filing requirements were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
This item discloses fiscal 1997 plan and non-plan compensation awarded or
paid to, or earned by, the (i) Company's Chief Executive Officer ("CEO") and
(ii) the Company's four most highly compensated executive officers other than
the CEO who were serving as executive officers at December 31, 1997, to the
extent salary and bonuses exceeded $100,000 (together, these five persons are
sometimes referred to as the "Named Executives").
SUMMARY COMPENSATION TABLE
The following table contains compensation data for the Named Executives for
the past three fiscal years:
<TABLE>
<CAPTION>
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LONG-TERM COMPENSATION
PAY-
ANNUAL COMPENSATION AWARDS OUTS
OTHER RESTRICTED SECURITIES LTIP
ANNUAL SHARES UNDERLYING PAY- ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS OUTS COMPENSATION
POSITION YEAR ($)1 ($)2 ($)3 ($) (#) ($) ($)4
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert L. Borchardt, 1997 1,007,793 $150,000 -- -- 250,0005 -- $22,753
Co-Chairman, CEO 1996 947,570 90,000 -- -- 229,741 -- 15,322
and President 1995 899,950 150,000 -- -- 250,000 -- 14,284
Herbert H. Borchardt, 1997 214,507 -- -- -- -- -- 16,870
Co-Chairman6 1996 208,259 -- -- -- -- -- 59,187
1995 202,587 -- -- -- -- -- 8,263
Stuart Mont, COO and 1997 217,240 125,000 -- -- -- -- 37,790
Executive Vice 1996 182,227 125,000 -- -- -- -- 13,873
President-Operations 1995 162,241 160,000 -- -- 20,000 -- 9,327
Peter Wish, Executive 1997 218,548 90,000 -- -- -- -- 12,008
Vice President- 1996 204,673 90,000 -- -- -- -- 6,842
Administration 1995 200,122 125,000 -- -- 10,000 -- 6,841
Dennis Wherry, Senior 1997 150,256 50,000 -- -- -- -- 9,920
Vice President- 1996 139,966 45,000 -- -- -- -- 5,074
Operations 1995 131,980 55,000 -- -- 10,000 -- 4,655
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1 Includes amounts allocated to the executive's deferred compensation account
for each of 1997, 1996 and 1995 (Mr. R. Borchardt: $52,733, $49,408 and
49,950; and Mr. Wish: $14,907, $14,032 and $15,482) (see "Employment
Contracts and Changes-In-Control Arrangements" below).
2 Represents bonus awards determined for the performance year indicated,
whether paid in such year or paid in the following year.
3 The column "Other Annual Compensation" includes the value of certain
personal benefits only where the value is greater than the lower of $50,000
or 10% of an executive's salary and bonus for the year.
4 Includes for 1997, 1996, and 1995 respectively, (a) the vested portion of
the Company's contribution for each such person pursuant to the Recoton
Corporation Employees' Profit Sharing Plan (Mr. R. Borchardt: $9,200 $1,710
and $3,009; Mr. H. Borchardt: $9,200, $1,463 and $818; Mr. Mont: $9,200,
$3,650 and $3,659; Mr. Wish: $9,200, $3,683 and $3,682; and Mr. Wherry:
$9,200, $4,412 and $3,998; (b) premiums paid by the Company for split
dollar insurance arrangements (Mr. R. Borchardt: $10,741, $10,687 and
$8,350); (c) premiums paid by the Company for life insurance for the direct
or indirect benefit of such person over $50,000 in principal amount (Mr. R.
Borchardt: $2,812, $2,925 and $2,925; Mr. H. Borchardt: $7,670, $7,445 and
$7,445; Mr. Mont: $1,875, $1,890 and $1,890; Mr. Wish: $2,808, $3,159 and
$3,159; and Mr. Wherry $720, $662 and $657; (d) the value of interest
assumed by the Company on relocation and other loans for Mr. Mont ($26,715,
$8,333 and $3,778); and (e) reimbursed medical payments not covered by
insurance (Mr. H. Borchardt in 1996 of $50,279).
5 Consists solely of repriced options previously granted in 1994 and 1995.
The 1995 number also includes 100,000 of such options.
6 Salary and All Other Compensation Data for 1996 has been restated to
reflect a recharacterization of $4,691 of Salary as Other Compensation.
</TABLE>
OPTION GRANTS IN 1997
The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executives during
1997 (the Company has not granted any stock appreciation rights -- "SARs"):
<TABLE>
<CAPTION>
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INDIVIDUAL GRANTS
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PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE)2 DATE GRANT DATE VALUE( $)1
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert L. Borchardt3 21,000 5.0% $15.125 04/17/99 $ 99,009
Robert L. Borchardt3 129,000 30.4% 13.75 04/17/04 1,047,048
Robert L. Borchardt3 100,000 23.6% 13.75 10/24/05 887,287
Herbert Borchardt - 0 - --- --- --- ---
Stuart Mont - 0 - --- --- --- ---
Peter Wish - 0 - --- --- --- ---
Dennis Wherry - 0 - --- --- --- ---
- ------------------------------------------------------------------------------------------------------------------------
1 Executives may not sell or assign any stock options (other than assignments
which may be allowed to family members in certain circumstances), which
have value only to the extent of share price appreciation, which will
benefit all shareholders commensurately. Actual gains, if any, on stock
option exercises and stock holdings are dependent on the future performance
of the Common Shares and overall stock market conditions. There can be no
assurance that the amounts reflected in this table will be achieved.
Black-Scholes calculations were made based on the following assumptions:
historic volatility from October 1995 through March 1997; interest rates
based on Treasury strip yields over the remaining lives of the options; and
all options will be exercised at the end of the term.
2 The exercise price is equal to the fair market value (110% of the fair
market value with respect to incentive options granted to Robert Borchardt)
of the Company's Common Shares on the date of the grant.
3 Such options consist of options previously granted on April 18, 1994 (as to
the options for 21,000 and 129,000 shares) or October 27, 1995 (as to the
options for 100,000 shares), re-priced to fair market value as of the date
of repricing in 1997; the percentage figures reflect the fact that there
was no general round of option grants in 1997 and there were few other
option grants in that year.
</TABLE>
AGGREGATED OPTION EXERCISES IN 1997
AND 1997 YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executives concerning the exercise of options during 1997 and unexercised
options held at year-end (as noted above, the Company has no outstanding SARs):
<TABLE>
<CAPTION>
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NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 12/31/97 AT 12/31/97 ($)1
- ------------------------------------------------------------------------------------------------------------------------------
VALUE
SHARES ACQUIRED REALIZED
NAME ON EXERCISE (#) ($)1 EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert L. Borchardt 0 --- 616,225 146,850 $1,356,007 0
Herbert H. Borchardt 0 --- 0 0 0 0
Stuart Mont 0 --- 52,668 16,500 318,255 0 0
Peter Wish 4,268 $65,621 24,667 10,500 27,123 0 0
Dennis Wherry 0 --- 13,000 8,250 0 0
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1 Market value of underlying securities at exercise or year end, as
applicable, minus the exercise price. The per share closing sale price on
the Nasdaq Stock Market on December 31, 1997 was $13.50. Certain options
granted in 1993, 1994, 1995 and 1996 were excluded since they were not in
the money at year-end.
</TABLE>
Employment Contracts and Change-In-Control Arrangements
GENERAL. The Company is party to various employment and consulting
agreements with certain of the Named Executives as described below. These
agreements have been filed with the SEC as exhibits to the Company's periodic
filings, to which all of the following descriptions are subject.
ROBERT L. BORCHARDT EMPLOYMENT AGREEMENT. Effective January 1, 1995, the
Company entered into an employment agreement with Robert L. Borchardt, currently
its Chief Executive Officer, Co- Chairman of the Board and President, for a ten
year term. The agreement is automatically renewed thereafter for successive
two-year periods unless either party affirmatively elects to not renew. Such
agreement provides for a base annual salary of $850,000 which is to be adjusted
annually to reflect the greater of the changes in the consumer price index or 6%
($955,060 effective January 1, 1997) and an annual bonus equal to two percent of
the Company's net income after taxes for the just-completed year but before
deducting the bonus ("Net Income Before Bonus" or "NIBB") (but in no event more
than two percent of the corresponding NIBB for the prior year) plus five percent
of the amount by which such NIBB number for the just-completed year exceeds the
NIBB number for the prior year. Mr. Borchardt waived the right to receive
certain portions of his 1995, 1996 and 1997 bonuses. The agreement references
option grants to Mr. Borchardt aggregating 250,000 shares during 1995 and 1996
(exercisable at the fair market value as of the grant date) and requires the
Company to exercise its best efforts to grant the employee during the employment
term options on 250 shares for each $10,000 by which the NIBB for each
just-completed year during the contract term exceeds the NIBB for the prior year
(exercisable at the fair market value as of the grant date). Mr. Borchardt
received options on 130,975 shares in 1998 with respect to the growth in the
Company's earnings from 1996 to 1997 and no options were issued in 1997 with
respect to 1995 to 1996 earnings growth. The agreement provides for disability
insurance and medical benefits, vacation and perquisites customary for a chief
executive officer as well as certain demand and "piggy back" rights to have his
shares of Company Shares registered.
The agreement is terminable by the Company only for "cause" (as defined).
If the Company elects not to renew the agreement at its expiration or if the
employee terminates employment at age 65, upon a change of control or for "good
reason" (as defined), the employee has the right to become a consultant to the
Company until the time of his death. As a consultant, Mr. Borchardt would
receive an amount equal to his salary at the time of termination of employment
for two years, an amount equal to 75% of that salary for two more years and an
amount equal to 50% of that salary for the balance of the consultancy period
(all such payments being subject to cost of living adjustments). Upon a "change
of control" (as defined) during the term of employment or consultancy, the
Company is obligated to pay the employee $2 million (subject to cost of living
adjustments), the employee would have the right to cause the Company to purchase
his shares in the Company and the employee would have the right to remain in
employment or to terminate his employment and become a consultant to the
Company. If the employee has "good reason" (as defined), he may terminate his
employment or consultancy, in which event he is entitled to receive his salary
and bonus or his consultancy fee on a periodic or discounted lump sum basis (at
the employee's option) for the balance of the employment and/or consulting
period and may elect to receive the cash value of unexercised options (whether
vested or not). In certain events the Company is required to gross up payments
to reflect certain excise taxes which may be imposed under the Internal Revenue
Code. Upon the employee's termination of employment for disability, he would
receive his salary and bonus for one year and his salary as in effect at the
date of termination and benefits until his death. Upon the employee's death, his
estate would receive his salary and bonus for one year and his salary for one
additional year thereafter.
HERBERT H. BORCHARDT EMPLOYMENT AGREEMENT. On May 18, 1987, the Company
entered into an employment agreement with Herbert H. Borchardt for a period
equal to the life of Mr. Borchardt. Pursuant to the agreement, the Company shall
pay Mr. Borchardt not less than $150,000 per annum while he is Chairman of the
Board (including Co-Chairman) and not less than $125,000 per annum during his
life when he is not Chairman of the Board (such sums being subject to increase
based on changes in the consumer price index; for the year commencing January 1,
1997 the respective sums were approximately $214,500 and $178,700). In 1997,
this agreement was amended to provide that Mrs. Herbert Borchardt would be
retained by the Company as a consultant upon the death of Mr. Borchardt so long
as she shall live, for which she will receive annual compensation at a rate
equal to one-half of the amount which Mr. Borchardt was receiving as a
consultant (or would have received were he a consultant), which payment shall be
subject to CPI adjustment, and to provide Mrs. Borchardt with hospitalization
and major medical benefits comparable to those provided to Mr. Borchardt.
LIFE INSURANCE. Pursuant to two separate Split Dollar Life Insurance
Agreements effective as of February 24, 1989 among Recoton and Trudi Borchardt
and Marvin Schlacter (the "Joint Owners") and Robert L. Borchardt, the Company
agreed to maintain life insurance policies on Robert L. Borchardt's life in the
aggregate face amount of $2,500,000, the proceeds of which (after reimbursement
to the Company for premiums paid) are payable to beneficiaries designated by the
Company and the Joint Owners. Pursuant to three separate Split Dollar Life
Insurance Agreements effective December 17, 1994 among Recoton, the Robert and
the Trudi Borchardt 1994 Family Trust (the "1994 Borchardt Family Trust") and
Robert L. Borchardt, the Company agreed to maintain life insurance policies on
the joint lives of Robert L. Borchardt and Trudi Borchardt in the aggregate face
amount of $10 million and a life insurance policy on the life of Robert L.
Borchardt in the face amount of $1.3 million, the proceeds of which (after
reimbursement to the Company for premiums paid) are payable to the beneficiary
designated by the 1994 Borchardt Family Trust.
DEFERRED COMPENSATION AGREEMENTS. Pursuant to a Deferred Compensation
Agreement effective as of July 1, 1982 between Recoton and Robert L. Borchardt,
amounts credited under a prior deferred compensation agreement to Mr. Borchardt
plus five percent of the salary which Mr. Borchardt is or may become entitled to
receive from the Company together with interest accrued thereon shall be paid to
Mr. Borchardt in monthly installments upon termination of his employment for any
reason whatsoever. In the event of Mr. Borchardt's death, all or any unpaid
portion of his deferred compensation shall be payable to a beneficiary
designated by Mr. Borchardt. Mr. Peter Wish and the Company entered into a
similar Deferred Compensation Agreement effective as of October 1, 1982.
CHANGE OF CONTROL ARRANGEMENTS. Options granted under the Company's 1998
and 1991 Stock Option Plans may include provisions accelerating the vesting
schedule in the case of defined changes-in- control. Options granted to-date
under such plan have included such provision. See also the discussion above
regarding the Robert L. Borchardt Employment Agreement.
COMPENSATION OF DIRECTORS
During 1997, none of the directors who are employees of the Company
received any compensation in addition to his regular compensation from the
Company for any services as a director or as a member of a committee of the
Board of Directors. Each of the directors who was not an employee of the Company
received an annual retainer of $10,000 in 1997 and was reimbursed for expenses,
if any, incurred in attending meetings. (See "Certain Relationships and Related
Transactions" for transactions with directors or their affiliates for services
other than as a director.)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Company's Compensation Committee and Stock Option
Committees is employed by the Company. Mr. McPherson was an officer and employee
of the Company until 1989 and was retained by the Company through December 31,
1993 and a company of which Mr. Friedman is principal was under retainer by the
Company as a consultant during 1997 (see "Certain Relationships and Related
Transactions"). No director of the Company served, during the last completed
fiscal year, as an executive officer of any entity whose compensation committee
(or other comparable committee, or the Board, as appropriate) included an
executive officer of the Company. There are no "interlocks" as defined by the
SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information, as of April 21, 1998, with
respect to the beneficial ownership of Common Shares by (i) each director, (ii)
each Named Executive, (iii) each shareholder known by the Company to be the
beneficial owner of more than 5% of the Common Shares and (iv) all executive
officers and directors as a group.
<PAGE>
<TABLE>
<CAPTION>
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AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP1
- -------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER2 NUMBER PERCENT
- -------------------------------------------------------------------------------
<S> <C> <C>
Robert L. Borchardt3,4 2,173,133 17.7%
Herbert H. Borchardt 2,499 *
George Calvi4 32,608 *
Stephen Chu5 186,322 1.6
Paul E. Feffer 1,000 *
Irwin S. Friedman4,6 35,000 *
Joseph M. Idy 1,000 *
Ronald E. McPherson 20,194 *
Joseph H. Massot4 46,055 *
Stuart Mont4 92,199 *
Dennis Wherry4 13,000 *
Peter Wish4 31,573 *
First Pacific Advisors, Inc.7 1,719,000 14.8
Dimensional Fund Advisers, Inc.8 689,746 5.9
Putnam Investments, Inc9 636,200 5.5
All directors and executive officers as a group 2,705,711 21.7
(19 persons)4
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* Less than 1%
1 Unless it is so stated otherwise, each holder owns the reported shares
directly and has sole voting and dispositive power with respect to such
shares. The number of shares beneficially owned by a person also includes
all shares which can be acquired by such person within 60 days after April
21, 1998, including by way of exercise of outstanding options.
2 Except as otherwise noted below, the address of all persons is c/o Recoton
Corporation, 2950 Lake Emma Road, Lake Mary, Florida 32746. The address of
Mr. Chu is c/o STD Holding, Unit F-J, 5th Floor, Block 2, Kwai Tak
Industrial Centre, Kwai Tak Street, Kwai Chung, NT, Hong Kong; the address
of Mr. Feffer is 60 Sutton Place, New York, NY 10022; the address of Mr.
Friedman is 375 Park Avenue, New York, New York 10153; the address of Mr.
Idy is 440 Royal Palm Way, Palm Beach, Florida 33480; and the address of
Mr. McPherson is 6519 Sweet Maple Lane, Boca Raton, Florida 33433.
3 Includes 319,999 shares held by Mr. R. Borchardt as trustee for his
children and 39,909 shares held by Mr. R. Borchardt's wife. Mr. R.
Borchardt disclaims beneficial ownership of the shares owned by his wife.
Also includes 546,666 shares held by a trust of which Mr. R. Borchardt and
Mr. Irwin Friedman are the trustees and of which Mr. Borchardt is the
beneficiary (the "Borchardt Trust"), the beneficial ownership of which
shares may be attributable to Mr. R. Borchardt, 589,284 shares held by a
revocable living trust of which Mr. R. Borchardt is the sole trustee or in
an individual retirement account in Mr. R. Borchardt's name and 677,275
shares subject to shares options exercisable as of April 28, 1998 or within
60 days thereof. Excludes (a) 378.692 shares as to which Mr. Borchardt
holds a proxy pursuant to an agreement between the Company, Mr. Borchardt,
Stephen Chu and other shareholders and 122,190 shares as to which Mr.
Borchardt holds a proxy pursuant to an agreement between the Company, Mr.
Borchardt, Micah Ansley and Diane Eberlein which shares are to be voted
consistent with the recommendation of the Board of Directors of the
Company, and (b) 30,000 shares held by a foundation of which Mr. Borchardt
is a director.
<PAGE>
4 Includes shares of Common Shares subject to stock options exercisable as of
April 21, 1998 or within 60 days thereof as follows: Mr. R. Borchardt:
677,275; Mr. Calvi: 19,500; Mr. Friedman: 7,500; Mr. Massot: 25,000; Mr.
Mont: 56,668; Mr. Wherry: 15,000; Mr. Wish: 20,000; and all executive
officers and directors as a group: 854,343. Excludes options granted
pursuant to the 1998 Stock Option Plan, which plan is subject to
shareholder approval.
5 Such shares are subject to an agreement between Mr. Chu, the Company,
Robert Borchardt and other shareholders pursuant to which Mr. Borchardt
holds a proxy to vote the shares consistent with the recommendation of the
Board of Directors of the Company. The reported number reflects a portion
of the total 380,392 shares subject to such agreement; Mr. Chu disclaims
beneficial ownership of the remaining shares.
6 Does not include the shares held by the Borchardt Trust, of which Mr.
Friedman is a trustee.
7 Based on a Schedule 13G Statement dated February 10, 1998 filed with the
SEC, First Pacific Advisors, Inc. (11400 West Olympic Boulevard, Suite
1200, Los Angeles, CA 90064) had shared voting power with respect to
715,000 shares and shared dispositive power with respect to 1,719,000
shares. The Company cannot determine from such filing if any natural
persons control the shares beneficially owned by First Pacific Advisors,
Inc.
8 Based on a Schedule 13G statement dated February 9, 1998 filed with the
SEC, Dimensional Fund Advisors Inc. ("Dimensional") (1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401), a registered investment advisor is
deemed to have beneficial ownership of 689,746 shares of the Company's
shares as of December 31, 1997, 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
9 Based on a Schedule 13G dated January 16, 1998 filed with the SEC, The
Putnam Advisory Company, Inc. and its parent Putnam Investments, Inc. (One
Post Office Square, Boston, MA 02109) had shared voting power with respect
to 354,400 shares and shared dispositive power with respect to 636,200
shares. Putnam Investment, Inc. is the investment advisor to Putnam's
Institutional clients. Putnam disclaims beneficial ownership of all such
shares.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
For services rendered during the fiscal year ended December 31, 1997, the
Company paid a total of $12,000 to I. Friedman Equities, Inc. ("Equities") for
financial consulting services. Mr. Irwin Friedman, a director of the Company, is
a principal shareholder of Equities.
Stuart Mont, the Company's Chief Operating Officer, Chief Financial
Officer, Executive Vice President- Operations and a Director, had loans
aggregating at their maximum at any time in 1997 of $475,841. The outstanding
balance as of April 21, 1998 was $385,795. William McGreevy, the Company's Vice
President-Engineering, had loans aggregating at their maximum at any time in
1997 of $215,450; such loans were repaid prior to April 21, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
RECOTON CORPORATION
By: /S/ JOSEPH MASSOT
Joseph Massot, Vice President
Dated: April 28, 1998
