SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________________
_______________________________________________________________________________
Commission file number 0-17231
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AUTOMOBILE PROTECTION CORPORATION - APCO
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(Exact name of registrant as specified in its charter)
Georgia 58-1582432
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Dunwoody Park Drive, Suite 100
Atlanta, Georgia 30338
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 394-7070
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock - Par Value $.001 per share
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(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
filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of 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. Yes (X) No ( )
Based on the average of the bid and asked prices ($3.49) at the close
of business on March 20, 1997, the aggregate market value of the Registrant's
common stock held by non-affiliates of the Registrant was $31,241,000.
The number of shares outstanding of the Registrant's common stock,
$.001 par value, was 10,667,101 on March 20, 1997.
DOCUMENTS INCORPORATED BY REFERENCE: The information required by Items 11 and 12
are incorporated by reference from the Registrant's Proxy Statement for the 1997
Annual Meeting of Stockholders.
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
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FORM 8-K.
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The following documents are filed as part of this report under Part II Item 8:
Financial Statements and Financial Statement Schedules.
Reference is made to the Index to Financial Statements and Financial Statement
Schedules included in Item 8 of Part II hereof, where such documents are listed.
Exhibits as required by Item 601 of Regulation S-K:
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<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
3(a) Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1(a)
to the Registrant's Registration Statement
on Form S-1 (file number 33-22279) filed
with the Commission on June 3, 1988). *
3(b) Certificate of Amendment to Restated Articles
of Incorporation (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (file number 33-22279)
filed with the Commission on June 3, 1988). *
3(c) By-Laws (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (file number 33-22279)
filed with the Commission on June 3, 1988). *
4(a) Certificate of Designation, Preferences and
Rights of Series 1 Class D Preferred Stock
(incorporated by reference to Registrant's
Current Report on Form 8-K filed with the
Commission on December 15, 1988). *
4(b) Certificate of Designation, Preferences and
Rights of Series 2 Class D Preferred Stock
(incorporated by reference to Registrant's
Current Report on Form 8-K filed with the
Commission on March 15, 1989). *
10(a) 1988 Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Registrant's Registration
Statement on Form S-1 (file number 33-22279)
filed with the Commission on June 3, 1988). *
<PAGE>
10(b) Outside Directors' Stock Option Plan (incorporated
by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (file number
33-22279) filed with the Commission on June 3, 1988). *
10(c) Cover Note Between Byas, Mosley & Co., Ltd. and
The Aegis Group, Inc. dated June 6, 1991
(incorporated by reference to Exhibit 10(h) to
the Registrant's Annual Report on Form 10-K
for the year ended August 31, 1991 as filed
with the Commission on December 13, 1991). *
10(d) Lease Agreement between Registrant and
Dunwoody Shallowford Partners, L.P. dated
July 27, 1989 (incorporated by reference to
Exhibit 10(e) to the Registrant's Annual Report
on Form 10-K filed with the Commission on
November 30, 1989) *
10(e) Third Amendment to Lease Agreement between
Registrant and Dunwoody Shallowford Partners,
L.P. dated January 27, 1995 (incorporated by reference
to Exhibit 10(f) to the Registrant's Annual Report
on Form 10-K filed with the Commission on
March 29, 1996) *
10(f) Fourth Amendment to Lease Agreement between
Registrant and Dunwoody Shallowford Partners,
L.P. dated May 16, 1995 (incorporated by reference to
Exhibit 10(g) to the Registrant's Annual Report
on Form 10-K filed with the Commission on
March 29, 1996) *
10(g) Complaint filed by Automobile Protection Corporation
against Everest Reinsurance Company in the United
States District Court, Northern District of Georgia,
Atlanta Division (96-CV-2368-JE) on September 12, 1996 32
11 Statement Re: Computation of Per Share Earnings 44
<PAGE>
22 Subsidiaries of the Registrant:
Name Of State of
Subsidiary Incorporation
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APCO Finance and Insurance Systems, Inc. Georgia
Aftermarket Profit Plus, Inc. Georgia
W.I.N. Systems, Inc. Georgia
The Aegis Group, Inc. Georgia
Automobile Protection Corporation - APCO Florida
23 Consent of Independent Accountants (Price Waterhouse) 45
27 Financial Data Schedule 47
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* Incorporated by reference to the referenced document previously filed by the
registrant with the Commission.
Reports on Form 8-K: None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Automobile Protection Corporation - APCO has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized:
AUTOMOBILE PROTECTION CORPORATION - APCO
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<CAPTION>
<S> <C>
/s/ Larry Dorfman
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By: Larry I. Dorfman Date: March 25, 1997
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Larry Dorfman
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Larry I. Dorfman Date: March 25, 1997
President (Principal Executive Officer)
and Director
/s/ Martin Blank
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Martin J. Blank Date: March 25, 1997
Chairman of the Board, Secretary
(Principal Operating Officer) and Director
/s/ Anthony Levinson
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Anthony R. Levinson Date: March 25, 1997
Chief Financial Officer (Principal
Accounting and Financial Officer)
/s/ Howard Miller
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Howard C. Miller Date: March 25, 1997
Director
/s/ Mechlin Moore
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Mechlin D. Moore Date: March 25, 1997
Director
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 6,967,904
<SECURITIES> 9,474,028
<RECEIVABLES> 2,913,453
<ALLOWANCES> 30,000
<INVENTORY> 0
<CURRENT-ASSETS> 27,170,827
<PP&E> 2,834,424
<DEPRECIATION> 1,716,894
<TOTAL-ASSETS> 31,260,823
<CURRENT-LIABILITIES> 11,947,315
<BONDS> 0
0
300
<COMMON> 10,564
<OTHER-SE> 19,199,484
<TOTAL-LIABILITY-AND-EQUITY> 31,260,823
<SALES> 67,208,406
<TOTAL-REVENUES> 67,208,406
<CGS> 52,498,886
<TOTAL-COSTS> 52,498,886
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,526,919
<INCOME-TAX> 963,000
<INCOME-CONTINUING> 1,563,919
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,563,919
<EPS-PRIMARY> .16
<EPS-DILUTED> .14
</TABLE>
