FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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 1-09964
Corcap, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
06-1237135
State or other jurisdiction of (I.R.S.
Employer
incorporation or organization Identification No.)
90 State House Square, Hartford, Connecticut
06103-3720
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (203)
247-7611
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
As of November 13, 1995 a total of 2,925,726 shares of Common Stock, $.01
par value, were
outstanding.
CORCAP, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1995 and December 31, 1994 3
Consolidated Statements of Operations -
Three Months and Nine Months Ended September 30, 1995 and 1994
4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1995 and 1994
5
Notes to Consolidated Financial Statements 6-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signature 12
<PAGE>
CORCAP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
September 30 December 31,
1995 1994
ASSETS
Current Assets:
Cash $ -
$ 202
Accounts receivable, net
- 1,827
Inventories:
Work in process
- 260
Raw Materials and supplies
- 254
Total inventories
- 514
Other
- 37
Total Current Assets
- 2,580
Property, plant and equipment, at cost
- 699
Less: Accumulated depreciation
- (672)
Net property, plant and equipment
- 27
Other Assets:
Net noncurrent assets of discontinued operations
120 102
Total Assets
$ 120 $ 2,709
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable
$ - $ 1,137
Customer deposits
- 92
Accrued pension costs
- 25
Accrued liabilities
- 865
Net current liabilities of discontinued operations
1,680 881
Current portion of deferred compensation
- 71
Total Current Liabilities
1,680 3,071
Deferred compensation and other long term liabilities
- 432
Total Liabilities
1,680 3,503
STOCKHOLDERS DEFICIT
Common stock
29 29
Capital in excess of par
269 269
Minimum pension liability
(556) (556)
Accumulated deficit
(26,335) (25,569)
(26,593)
(25,827)
Contributed capital
25,033 25,033
Total Stockholders' Equity
(1,560) (794)
Total Liabilities and Stockholders' Equity (Deficit)
$ 120 $ 2,709
See Accompanying Notes to Consolidated Financial Statements.
CORCAP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data )
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994
1995 1994
Net sales $ - $ 2,870
$ 4,615$ 6,866
Cost of Sales - 2,615
3,993 5,986
Gross margin - 255
622 880
Selling, general and administrative expenses -
247 496 556
Operating income (loss) -
8 126 324
Other income (expense):
Interest expense, net -
2 (10) -
Other income (expense), net -
256 (12) 1,819
Total other income(expense), net -
258 (22) 1,819
Income (loss) from continuing operations -
266 104 2,143
Income tax expense -
2 - (29)
Income (loss) from continuing operations -
268 1042 ,114
Discontinued operations:
Suntec income (loss) from operations -
(138) (246) (175)
Corcap income (loss) from
operations net of tax benefit (618)
1,468 (663) 1.512
Net Income (loss) (618) 1,598
(909) 3,451
Less: Outside shareholder interest in income of affiliate
72 - 135
Net Income (loss)$ (618) $ 1,526
$ (805) $ 3,316
Weighted average common shares 2,926
2,926 2,926 2,926
Net income (loss) per common share:
Continuing operations $ -
$ .10 $ .04$ .73
Discontinued operations (.21)
.42 (.31) .41
Net income (loss) per share $ (.21)
$ .52 $ (.27) $ 1.14
See Accompanying Notes to Consolidated Condensed Financial Statements.
<PAGE>
CORCAP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
September 30
1995 1994
Cash flows provided by (used for) operating activities:
Income (loss) from continuing operations $ -
$ 1,804
Depreciation and amortization
- 9
Outside interest in income of affiliate -
135
Changes in assets and liabilities:
Decrease in accounts receivable 1,827
218
(Increase) decrease in inventories 514
(225)
Decrease in accounts payable and other accrued liabilities (2,027)
(140)
Decrease in accounts payable and other accrued
liabilities, related parties -
-0-
(Increase) decrease in other assets 37
8
Decrease in long term liabilities (432)
(85)
(Increase) decrease in other, net (163)
(45)
Total (244) (125)
Net cash provided (used) by continuing operations (244)
1,679
Income (loss) from discontinued operations
(663) 1,512
Increase (decrease) in net current liabilities of discontinued operations
799 147
Increase (decrease) in net non-current assets of discontinued operations
(18) (782)
Increase (decrease) in net non-current liabilities
of discontinued operations -
(846)
Net cash flows provided (used) by discontinued operations 118
31
Net cash provided (used) by operating activities (126)
1,710
Cash flows from investing activities:
Decrease in investment in CompuDyne (10)
-
Deletions to property, plant and equipment 27
-
Net cash used for investing activities
17 -
Cash flows from financing activities:
Decrease in receivable from management (92)
-
Decrease in long-term debt
- (1,050)
Increase in short term debt -
(121)
Net cash provided by (used for) financing activities
(92) (1,171)
Net change in cash (202)
539
Cash and cash equivalents at beginning of period 202
298
Cash and cash equivalents at end of period $ -
$ 837
Supplemental Schedule of Cash Flow Information:
Cash paid during the period for:
Interest $ -
$ 114
Income taxes -
-
See Accompanying Notes to Consolidated Condensed Financial Statements.
<PAGE>
CORCAP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING POLICIES
All financial information for all interim periods presented is unaudited.
The financial statements have been
prepared in conformity with the accounting principles described in the
Corcap, Inc. ("Corcap" or the
"Company") most recent Form 10-K filing. The management of Corcap believes
that all adjustments
necessary to present a fair statement of the results for the periods have
been included.
Principles of consolidation. The accompanying consolidated financial
statements include the accounts of
Corcap and its wholly owned subsidiaries. Beginning with the September 30,
1995 quarter Corcap's
investment in CompuDyne is no longer being consolidated in the financial
statements of Corcap. The
investment will be carried at its book value and will be accounted for by
the equity method of accounting.
For the nine month periods ending September 30, 1995 and 1994, CompuDyne is
consolidated with Corcap
but only through June 30, 1995 and 1994 respectively. All intercompany
transactions have been eliminated
in the consolidated financial statements. The effect of consolidating
CompuDyne with Corcap was to report
CompuDyne's net sales from continuing operations which total $4.6 million
and $6.8 million for the six
months ended June 30, 1995 and 1994, respectively.
Income taxes. The income tax provision is based on management's estimate
of Corcap's annualized
effective federal and state tax rates.
Net income (loss) per common share. Net income (loss) per common share is
based on the weighted
average of common shares outstanding during the period, including the
effect of common stock equivalents
and stock awards where such effect would be dilutive.
BUSINESS SEGMENTS
Financial information for Corcap on a separate company basis, excluding the
elimination of adjustments
made in consolidation, is as follows:
Discontinued Operations
Corcap - Formerly operated an elastomer products business.
The results of Corcap are accounted for as discontinued operations in the
Balance Sheet and the
Consolidated Statements of Operation in the financial statements due to the
divestment of the Acadia
segment on July 1, 1991. Net current liabilities and net non-current
liabilities of discontinued operations at
September 30, 1995 and December 31, 1994 consisted of the following:
<PAGE>
Corcap
September 30,
December 31,
1995
1994
($ Thousands)
Property plant & equipment, net $ -
$ 1,044
Investments in affiliates 129
-
Net current liabilities (1,680)
(1,823)
Deferred pension liability (9)
(102)
Other non-current liabilities -
-
(1,560)
(881)
Less current portion (1,680) (881)
Net non-current liabilities of discontinued operations $ -
$ -
Net assets (liabilities)
of discontinued operations, related parties $ 120
$ (5)
For the Quarters ended September 30 1995
1994
($ Thousands)
Net Sales $ - $ -
Gross Margin - -
Net income (loss) $ (668) $ 1,468
CompuDyne - Operates an electronics and engineering services business and
home improvement division until
August 21, 1995. For the quarter ended September 30,
1995 CompuDyne is not consolidated in Corcap.
Corcap's share of the loss was $10 thousand for the
quarter under the equity method of accounting.
September 30, December
31,
1995
1994
($ Thousands)
Current assets $ -
$ 2,580
Non-current assets -
42
Total Assets -
2,622
Current liabilities, related parties -
-
Current liabilities -
2,190
Non-current liabilities -
432
Total Liabilities - 2,622
Net Assets $ - $ -
For the Quarters ended September 30 1995
1994
($ Thousands)
Net Sales $ - $ 2,870
Gross Margin - 255
Net income (loss) from:
continuing operations $ -
$ 266
Net income (loss) $ (10) $ 130
<PAGE>
RELATED PARTY TRANSACTIONS
CompuDyne provides corporate services to Corcap for which it charged $0 a
month for the first quarter of
1995 compared with $4 thousand a month during 1994.
Corcap's residual outstanding debt to CompuDyne was $72 thousand as of
September 30, 1995 compared
with $22 thousand as of September 30, 1994.
On August 21, 1995, CompuDyne Corporation ("CompuDyne") an affiliate of
Corcap, Inc. ("Corcap" or the
"Registrant") entered into and consummated a Stock Purchase Agreement (the
"Stock Purchase Agreement")
by and among CompuDyne, Martin A. Roenigk and Alan Markowitz (Messrs.
Roenigk and Markowitz are,
collectively, the "Sellers") and MicroAssembly Systems, Inc.
("MicroAssembly"), pursuant to which
CompuDyne issued to the Sellers 1,260,460 shares of its Convertible
Preference Stock, Series D ("Series D
Preference Stock") in exchange for all of the Sellers' shares of capital
stock of MicroAssembly, which shares
represent all of MicroAssembly's issued and outstanding capital stock. The
consummation of the Stock
Purchase Agreements are hereinafter referred to as the "Transaction."
As part of the Transaction, in return for a $400 thousand advance to
CompuDyne at the closing,
CompuDyne issued to the Sellers Senior Convertible Promissory Notes (the
"Notes") in the aggregate
principal amount of $400,000, which Notes are convertible, prior to
redemption by CompuDyne, into
CompuDyne common stock at a conversion rate of $1.50 per share of common
stock, or 266,667 shares
of common stock if the entire principal amount of the Notes is converted.
Of the $400 thousand principal
amount of Notes issued, $300 thousand principal amount of the Notes was
issued to Mr. Roenigk, and $100
thousand principal amount of the Notes was issued to Mr. Markowitz.
As a part of the Transaction, Norman Silberdick, Corcap's Chairman,
President and Chief Executive Officer,
has resigned as such and as a director of Corcap. Corcap's Board of
Directors has elected Mr. Roenigk
to fill Mr. Silberdick's seat on the Board of Directors. In recognition of
Mr. Roenigk's agreement to serve
on the Registrant's Board of Directors and in order to facilitate the
consummation of the Transaction, Corcap
has issued him options to purchase up to 450,000 shares of its common stock
for $.15 per share. The
options are divided into two tranches, one of 300,000 shares and the other
of 150,000 shares. The options
for the 300,000 shares expire on August 20, 1996 ("Option I"). Exercise of
the options for the entire 300,000
shares available under and in accordance with the terms of Option I is a
precondition to the availability of
the options for the remaining 150,000 shares, which remaining options
expire on August 20, 2005.
Prior to the Transaction, Mr. Roenigk held 70,000 shares of Corcap common
stock, which is approximately
2.4% of Corcap's voting shares. Upon exercise of his options to purchase
the 450,000 additional shares
of Corcap's common stock, Mr. Roenigk would hold approximately 15.4% of its
common stock.
On August 21, 1995, Corcap purchased the 150,000 shares of CompuDyne common
stock for $.40 per share
in accordance with the terms of a Warrant issued by CompuDyne to Corcap on
March 10, 1993 and
amended as of April 1, 1993, and August 15, 1995.
In payment of the purchase price for the Warrant Shares, Corcap executed a
promissory note for $60,000
payable to CompuDyne (the "Corcap Promissory Note"). The Corcap Promissory
Note bears interest on
the unpaid principal at the annual rate of eight percent (8%). Payment of
the unpaid principal of the Corcap
Promissory Note and all accrued and unpaid interest thereon is due on
August 21, 2000.
Corcap exercised the right to acquire the Warrant Shares in connection with
and as a result of CompuDyne's
issuance of (i) 1,260,460 shares of Series D Preference Stock to Messrs.
Martin A. Roenigk and Alan
Markowitz, which shares are convertible by the holders into 1,260,460
shares of CompuDyne Common
Stock, (ii) $400,000 principal amount of Senior Convertible Promissory
Notes to Messrs. Roenigk and
Markowitz, which promissory notes are convertible by the holders into
266,667 shares of CompuDyne<PAGE>
Common Stock , and (iii) option to purchase 200,000
shares of CompuDyne
Common Stock to Mr. Roenigk
at an exercise price of $1.50 per share, all pursuant to a certain Stock
Purchase Agreement by and among
CompuDyne, Messrs. Roenigk and Markowitz, and MicroAssembly Systems, Inc.
(the "Stock Purchase
Agreement").
On July 27, 1995 Corcap made a broker transaction sale of 13,500 shares of
CompuDyne Common Stock
pursuant to the provisions of Rule 144 on the OTC market for a price of
$1.50 per shares.
On September 15, 1995 Corcap contributed 224,000 shares of CompuDyne Common
Stock to satisfy
Corcap's minimum funding obligations for the 1992, 1993 and 1994 Plan Years
of two of its employee
pension plans; Corcap, Inc. Pension Plan 1A ("Plan 1A") and Corcap, Inc.
Pension Plan 6B ("Plan 6B")(Plan
1A and Plan 6B are collectively referred to as the "Constituent Plans"), as
required under Section 412 of the
Internal Revenue Code of 1986, as amended (the "Code").
Corcap now has beneficial ownership of 446,881 shares of CompuDyne's Common
Stock which is
approximately 25.5% of CompuDyne's issued and outstanding as of September
15, 1995, or 12.6% on a fully
diluted basis.
CONTINGENT LIABILITIES
Corcap no longer has any long term operating leases.
On March 10, 1986, the United States Environmental Protection Agency
("EPA") notified a subsidiary of
Corcap, (then a subsidiary of Lydall) and 34 other entities that they may
be potentially responsible for
response costs under the Comprehensive Environmental Response Compensation
and Liability Act
("CERCLA") in connection with the release of hazardous substances at a
landfill located in Michigan City,
Indiana ("Landfill"). On November 10, 1987, the EPA notified the
subsidiary of Corcap that it and other
entities identified in the above matter also may be potentially responsible
for the EPA's response costs in
connection with a property located adjacent to the Landfill, known as the
Lin-See Property. The EPA has
indicated that it intends to expand the Landfill matter to encompass the
Lin-See Property. No specific
money claim has been made to the subsidiary of Corcap by the EPA with
regard to the Landfill matter or
the Lin-See Property, and the total cost of the remediation is not yet
known. The preliminary indications are
that the subsidiary's contribution to the waste volume at the Landfill, if
any, was approximately 0.286% of
the total volume. Under the terms of the Post-Distribution Agreement,
Corcap and Lydall will share any loss
which may be sustained in these matters based on the ratio of the total
market value of the outstanding
capital stock of each company at the time the actual liability is
determined. As of December 31, 1994,
Corcap's proportionate share of any liability would have been less than 1%.
A wholly-owned subsidiary of Corcap received a preliminary report in May
1989 from an environmental
consulting firm that certain substances are present in the soil at the site
of Corcap's Dayville, Connecticut,
plant as a consequence of past operations. Corcap's tenant was exploring
the nature and distribution of
those substances to determine what remediation action was required. On
July 1, 1991, Corcap's subsidiary
leased the property to Clipper and, in connection therewith, Clipper agreed
to assume responsibility for up
to $500 thousand of remediation costs. Continued site work and remediation
analysis had been conducted
by environmental engineers contracted by Corcap, on behalf on Clipper. On
July 27, 1994 Clipper's
responsibility for environmental costs ended upon the termination of the
lease in consideration of their
cancellation of a mortgage to Corcap. A final study plan was prepared for
review by the Connecticut
Department of Environmental Protection to ascertain the costs of
remediation and a reserve of $248
thousand was provided for in the third quarter of 1994. On July 14, 1995
Corcap entered into a purchase
and sale agreement with Fabrilock, Inc., a newly formed corporation,
whereby Fabrilock purchased the
Dayville property in exchange for 20% of Fabrilock's issued and outstanding
shares and the assumption by<PAGE>
Fabrilock of the cost of the environmental
remediation of the property
estimated to be between $58
thousand and $248 thousand. Under the terms of the purchase and sale
agreement any environmental
costs in excess of $100 thousand would reduce the repurchase price of the
shares which are $1.35 million.
Corcap reduced its reserve for the environmental liability in the third
quarter ended September 30, 1995.
During 1991, Corcap management was advised that the Internal Revenue
Service was auditing Lydall's tax
returns for certain years in which Corcap's former Acadia subsidiaries were
part of Lydall. On December 12,
1992 Lydall presented an invoice to Corcap for $499 thousand representing
final taxes and interest paid to
the IRS as a result of an audit of Corcap entities for the years 1983
through 1988. Corcap and Lydall are
currently engaged in negotiations to settle the amount of this liability.
The entire $499 thousand amount,
however, has been recognized as a liability in Corcap's financial
statements for the years ended December
31, 1994 and 1993. In July 1991, Lydall informed Corcap that as a result of
an audit of Corcap entities for
the years 1987-1989 Lydall had calculated that Corcap's share of the
current assessment is an additional
$382 thousand. Lydall has presented Corcap with an invoice for that amount
which was recorded in the
quarter ended September 30, 1995. Lydall and Corcap are in negotiations to
settle the claims. It is possible
that significant additional taxes could be levied on Lydall for which
Corcap would be obligated to reimburse
Lydall under the Post-Distribution Agreement. Also under the
Post-Distribution Agreement, it is possible that
Lydall may be obligated to reimburse Corcap for certain tax benefits which
it obtained as a result of
including the Acadia subsidiaries in its consolidated tax return during
such years. It is not presently possible
to ascertain with any certainty the extent to which any such liabilities,
including any liabilities arising from
the Internal Revenue Service audit, will be incurred by either company and,
if incurred, the portion of which
will be allocated to Corcap or whether any such liabilities will be covered
by insurance or recoverable from
others.
Certain retirees of the Dayville plant had received voluntary medical
insurance payments from Corcap which
ceased in 1991 when Corcap was unable to continue to make these payments.
The retirees retained
counsel and made a claim against the Company asserting that the Company was
liable for the medical
insurance payments as well as certain life insurance claims. The Company
has denied the claim that it was
liable since it made voluntary payments. The Company and the retirees have
been in negotiation to settle
the dispute but have not been able to reach a satisfactory conclusion.
Counsel for the retirees has brought
suit against the Company.
Corcap and its subsidiaries including CompuDyne are party to certain legal
actions and inquiries for
environmental and other matters resulting from the normal course of
business. Although the total amount
of liability with respect to these matters cannot be ascertained,
management of the Company believes that
any resulting liability should not have a material effect on its financial
position or results of future operations.<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Corcap had a net loss from discontinued operations for the 1995 third
quarter of $618 thousand compared
with income of $1.4 million for the quarter ended September 30, 1995.
Corcap's share of CompuDyne's loss
was $10 thousand for the 1995 third quarter which was reflected by a
reduction in its investment in
CompuDyne. This compares with a net income of $130 thousand for the 1994
third quarter which had been
consolidated in Corcap's results. During the quarter Corcap sold its
investment in the Dayville property to
Fabrilock, Inc. in exchange for 20% of its issued and outstanding stock.
As a result of the sale, Corcap
absorbed a loss on the disposal of the Dayville property of $937 thousand,
which was reduced by the
elimination of the environmental reserve of $248 thousand and gains on sale
of CompuDyne common stock
of $467 thousand. Corcap also recorded a tax expense of $382 thousand from
Lydall. This compares with
the 1994 third quarter whereby Corcap was a beneficiary of a $1.774 million
debt cancellation as part of its
agreement to terminate a lease with Clipper. That gain was offset by the
establishment of an environmental
reserve for $248 thousand and normal operating expenses.
FINANCIAL CONDITION
At the end of the 1995 third quarter Corcap recorded its investments in
CompuDyne and Fabrilock as
discontinued assets. This resulted in a working capital deficiency of $1.7
million as compared with a
consolidated working capital deficiency of $1.4 million resulting from the
consolidation of CompuDyne.
CORCAP'S CONTINUED EXISTENCE
Due to the disposition of assets in 1990, 1991 and 1995, Corcap's remaining
assets are CompuDyne
common stock and Fabrilock common stock. Neither CompuDyne nor Fabrilock
currently pays a dividend,
consequently Corcap does not have any revenue or cash flow other than that
which is available from
liquidating portions of its investments from time to time The CompuDyne
investment has limited liquidity
while the Fabrilock investment has very limited liquidity. Corcap is
obligated to make quarterly payments
to its qualified retirement plans. During 1995 Corcap contributed 224,000
shares of CompuDyne common
stock to the retirement plans to satisfy 1992, 1993 and 1994 minimum
funding requirements. It is possible
that this contribution will be disallowed as described above. In addition
to its continuing substantial
obligations to the retirement plans, Corcap faces obligations and the
possible litigation from Lydall, Inc. on
certain tax matters and from former employees in regard to claims for
retiree health care and unfunded life
insurance. Corcap also has other significant accounts payable and accruals
which are reflected on the
accompanying financial statements and which it has not been able to meet.
CompuDyne's August 21, 1995 acquisition of MicroAssembly Systems
Corporation and issuance of
convertible preferred stock, convertible debentures and options in
connection therewith, combined with
Corcap' contribution of a portion of its CompuDyne stock to the retirement
plans, has resulted in Corcap's
holdings of CompuDyne stock falling to 24.7% of CompuDyne's issued and
outstanding common stock and
12.4% of CompuDyne's common stock on a fully diluted basis. As a result,
Corcap is deemed to no longer
"control" CompuDyne and, beginning with the third quarter of 1995, no
longer consolidates its financial
statements with CompuDyne.
Also, as a result, Corcap is deemed to be a "transient investment company"
as provided in Rule 3a-2 under
the Investment Company Act of 1940, as amended (the "1940 Act"). Since
Corcap's only holdings are
investment securities of entities it does not control, it would be deemed
to be an investment company
subject to the reporting, filing and operating requirements of the 1940 Act
but for Rule 3a-2. Such rule
provides that a company is deemed not to be an investment company during
a period of time not to
exceed one year provided that the company has a bona fide intent to be
engaged primarily, as soon as is
reasonably possible (in any event by the termination of such period of
time), in a business other than that
of an investment company. The Board of Directors of Corcap is exploring
the following in order to comply
with rule 3a-2 by the one-year deadline, or August 21, 1996:
1. Liquidation of the Fabrilock and/or CompuDyne investments, with
the proceeds to be reinvested
in new operations;
2. The merger of Corcap with another company in a stock exchange;
3. Liquidation of Corcap, either voluntarily or through a
bankruptcy filing. If this option is adopted,
it is unlikely that Corcap could afford the cost of a voluntary
liquidation, including a special
shareholder vote.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
July 27, 1995 - Corcap sale of the Dayville property to Fabrilock
September 5, 1995 - Acquisition by CompuDyne of MicroAssembly
Systems, Inc. and disposal by
CompuDyne of Suntec Service Corporation
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
CORCAP, INC.
Date: November 13, 1995 /s/ Diane W. Burns
Diane W. Burns
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF OPERATIONS AND THE CONSOLIDATED BALANCE SHEETS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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