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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT 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 March 31, 1999
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 1-10431
AVX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-03790077
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
801 17TH AVENUE SOUTH 29577
MYRTLE BEACH, SOUTH CAROLINA (Zip Code)
(Address of Principal Executive Offices)
(843) 448-9411
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $ .01 par value per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(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 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. [X]
Based on the closing sales price of $20 15/16 on May 21, 1999, the aggregate
market value of the voting stock held by non-affiliate of the registrant or of
the date was $420,948,960. As of May 21, 1999, the number of shares outstanding
of the registrant's Common Stock, par value $ .01 per share, was 86,255,025
shares.
DOCUMENTS INCORPORATED BY REFERENCE
There is incorporated by reference in Part III of the registrant's Annual
Report on Form 10-K for the year ended March 31, 1999 amended hereby the
information contained in the registrant's proxy statement for its annual meeting
of shareholders held on July 15, 1999.
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Explanatory Note for Form 10-K/A. The undersigned registrant hereby amends the
following items of its Annual Report on Form 10-K for its year ended March 31,
1999, as set forth below:
Part III and Item 12. Security Ownership of Certain Beneficial Owners and
Management thereof.
Part IV, Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
PART III
Note: Information with respect to Items 10, 11, 12 (as amended as set forth
below) and 13 on Form 10-K is set forth under the captions "Proposal 1 -
Election of Directors - Nominations for the Board of Directors," "Ownership of
Securities by Directors, Director Nominees and Executive Officers," "Security
Ownership of Certain Beneficial Owners," "Certain Relationships and Related
Transactions,""Compliance with Section 16(a) of the Securities Exchange Act of
1934,""Compensation of Directors,""Executive Compensation,""Compensation
Committee Interlocks and Insider Participation" and "Employment Agreement" in
the definitive proxy statement (the "Proxy Statement") of AVX Corporation ("AVX"
or the "Company") filed with the Securities and Exchange Commission in June of
1999 and is incorporated by reference in the Company's Annual Report on Form
10-K for the year ended March 31, 1999 (the "1999 Form 10-K") amended hereby.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF SECURITIES BY DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
As of March 31, 1999, the directors and director nominees and each executive
officer named in the Summary Compensation Table set forth in the Proxy
Statement, individually, and all directors, director nominees and executive and
corporate officers of the Company as a group, beneficially owned (i) shares of
Common Stock of the Company and (ii) equity securities of AVX's parent company,
Kyocera Corporation ("Kyocera"), as indicated in the following table.
<TABLE>
<CAPTION>
Amount and Amount and
Nature of Number of Nature of
Beneficial AVX Shares Percentage Beneficial
Ownership of Underlying of AVX Ownership of Percentage
Outstanding Exercisable Total AVX Common Outstanding of Kyocera
Name AVX's Shares 1/ Options 2/ Shares Stock Kyocera Shares Shares
- ---- --------------- ----------- --------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Benedict P. Rosen 50,670 172,500 223,170 * 16,151 *
Kazuo Inamori 10,000 7,500 17,500 * 13,086,165 3/ 6.88%
John S. Gilbertson 28,715 145,000 173,715 * 13,541 *
Donald B. Christiansen 16,703 50,000 66,703 * 686 *
C. Marshall Jackson 2,367 112,500 114,867 * 1,751 *
</TABLE>
1
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<TABLE>
<CAPTION>
Amount and Amount and
Nature of Number of Nature of
Beneficial AVX Shares Percentage Beneficial
Ownership of Underlying of AVX Ownership of Percentage
Outstanding Exercisable Total AVX Common Outstanding of Kyocera
Name AVX's Shares 1/ Options 2/ Shares Stock Kyocera Shares Shares
- ---- --------------- ----------- --------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ernie Chilton 3,800 100,000 103,800 * 0
Marshall D. Butler 2,300 7,500 9,800 * 255,604 *
Carroll A. Campbell, Jr. 2,254 4/ 7,500 9,754 * 0
Kensuke Itoh 66,153,000 7,500 66,160,500 5/ 76.7% 585,172 *
Rodney N. Lanthorne 1,500 7,500 9,000 * 2,814 *
Henry C. Lucas 0 0 0 0
Yasuo Nishiguchi 0 0 0 2,995 *
Richard Tressler 1,620 6/ 7,500 9,120 * 0
Masahiro Umemura 1,000 7,500 8,500 * 5,000 *
Masahiro Yamamoto 1,000 7,500 8,500 * 2,000 *
Michihisa Yamamoto 1,000 2,500 3,500 * 9,232 *
Yuzo Yamamura 1,000 7,500 8,500 * 82,000 *
All directors, director
nominees and executive
and corporate officers
as a group 66,296,363 771,010 67,067,373 5/ 77.7% 14,069,543 7.39%
(a total of 23
individuals including
those named above)
</TABLE>
* Less than 1%
1/ Includes interests, if any, held in the Company's Deferred Compensation
and Retirement Plan Trusts.
2/ Includes AVX shares under options exercisable as of March 31, 1999, and
options which become exercisable within 60 days thereof under the AVX
Corporation 1995 Stock Option Plan or the AVX Corporation Non-Employee
Directors' Stock Option Plan.
3/ Includes 4,680,000 shares held by The Inamori Foundation as to which
Mr. Inamori, as President of the foundation, may be deemed to have
voting and investment power.
4/ Includes 2,254 phantom shares accrued under the Deferred Compensation
Plan for Non-Employee Directors.
5/ Includes the 66,150,000 shares of Common Stock owned directly or
indirectly by Kyocera as to which Mr. Itoh, as President and
Representative Director of Kyocera, may be deemed to have voting and
investment power. All other directors of the Company holding positions
with Kyocera disclaim beneficial ownership of such shares. See
"Security Ownership of Certain Beneficial Owners."
6/ Includes 1,120 phantom shares accrued under the Deferred Compensation
Plan for Non-Employee Directors.
The information provided in the above chart as to each director,
director nominee and named executive and corporate officer, individually, and
all directors, director nominees and executive and corporate officers as a
2
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group, is based on information received from such individuals. However, the
listing of such shares is not necessarily an admission of beneficial ownership
by such persons. Unless otherwise indicated in the footnotes, such individuals
held, together with certain members of their family, sole voting and investment
power over the shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is a table indicating those persons whom the management
of the Company believe to be beneficial owners of more than 5% of any class of
the Company's securities as of May 21, 1999.
Name and Address
of Beneficial Owner Shares Beneficially Owned Percent of Class
- ------------------- ------------------------- ----------------
Kyocera Corporation
6 Takeda Tobadono-cho
Fushimi-ku, Kyoto 612-8501, Japan 66,150,000 76.7%
Except for Mr. Itoh, who may be deemed to beneficially own the shares
held by Kyocera as a result of his position as President and Representative
Director of Kyocera, to the best of the Company's knowledge, as of May 21, 1999,
no other person owned more than 5% of the outstanding voting securities of the
Company.
3
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PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) Financial Statements and Financial Statement Schedules - See
Index to Consolidated Financial Statements at Item 8 of the
1999 Form 10-K.
(b) Reports on Form 8-K
None for the quarter ended March 31, 1999.
(c) Exhibits:
Certain of the exhibits to the 1999 Form 10-K, indicated by an
asterisk (*), are hereby incorporated by reference to other
documents on file with the Securities and Exchange Commission
with which they are physically filed, to be a part hereof as
of their respective dates. Exhibits indicated by a double
asterisk (**) were previously filed as exhibits to the 1999
Form 10-K.
*3.1 Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to Registration Statement
on Form S-1 (File No. 33-94310) of the Company (the
"Form S-1")).
**3.2 By-laws of the Company as amended.
*10.1 Amended AVX Corporation 1995 Stock Option Plan
(incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No.
333-37201) of the Company).
**10.2 Non-Employee Directors Stock Option Plan as amended.
*10.3 Employment Agreement between AVX Corporation and
Benedict P. Rosen (incorporated by reference to
Exhibit 10.3 to the Form S-1).
*10.4 Products Supply and Distribution Agreement by and
between Kyocera Corporation and AVX Corporation
(incorporated by reference to Exhibit 10.4 to the
Form S-1).
*10.5 Disclosure and Option to License Agreement by and
between Kyocera Corporation and AVX Corporation
(incorporated by reference to Exhibit 10.5 to the
Form S-1).
*10.6 Management Incentive Plan (incorporated by reference
to Exhibit 10.6 to the Form S-1).
4
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**10.7 AVX Nonqualified Supplemental Retirement Plan
(formerly known as Deferred Compensation Plan).
*10.8 Directors Deferred Compensation Plan (incorporated by
reference to Exhibit 10.8 to the Annual Report on
Form 10-K of the Company for the year ended March 31,
1997 (the "1997 Form 10-K")).
*10.9 AVX Corporation SERP (incorporated by reference to
Exhibit 10.9 to the Annual Report on Form 10-K of the
Company for the year ended March 31, 1998 (the "1998
Form 10-K")).
21.1 Subsidiaries of the Registrant.
**23.1 Consent of PricewaterhouseCoopers LLP.
**24.1 Power of Attorney.
27.1 Financial Data Schedule.
5
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AVX Corporation
by: /s/ Kurt P. Cummings
- -------------------------------------
KURT P. CUMMINGS
Corporate Controller and Secretary
Dated: February 7, 2000
6
<PAGE> 8
Index to Exhibits
*3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-1 (File No. 33-94310)
of the Company (the "Form S-1")).
**3.2 By-laws of the Company as amended.
*10.1 Amended AVX Corporation 1995 Stock Option Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-8
(File No. 333-37201) of the Company).
**10.2 Non-Employee Directors Stock Option Plan as amended.
*10.3 Employment Agreement between AVX Corporation and Benedict P. Rosen
(incorporated by reference to Exhibit 10.3 to the Form S-1).
*10.4 Products Supply and Distribution Agreement by and between Kyocera
Corporation and AVX Corporation (incorporated by reference to Exhibit
10.4 to the Form S-1).
*10.5 Disclosure and Option to License Agreement by and between Kyocera
Corporation and AVX Corporation (incorporated by reference to Exhibit
10.5 to the Form S-1).
*10.6 Management Incentive Plan (incorporated by reference to Exhibit 10.6 to
the Form S-1).
**10.7 AVX Nonqualified Supplemental Retirement Plan (formerly known as
Deferred Compensation Plan).
*10.8 Directors Deferred Compensation Plan (incorporated by reference to
Exhibit 10.8 to the Annual Report on Form 10-K of the Company for the
year ended March 31, 1997 (the "1997 Form 10-K")).
*10.9 AVX Corporation SERP (incorporated by reference to Exhibit 10.9 to the
Annual Report on Form 10-K of the Company for the year ended March 31,
1998 (the "1998 Form 10-K")).
21.1 Subsidiaries of the Registrant.
**23.1 Consent of PricewaterhouseCoopers LLP.
**24.1 Power of Attorney.
27.1 Financial Data Schedule.
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EXHIBIT 21.1
AVX CORPORATION
SUBSIDIARIES OF THE REGISTRANT
As of March 31, 1999, active subsidiaries, all 100% owned directly or
indirectly, consist of the following:
1. AVX Corporation (Delaware)
2. AVX Tantalum Corporation (Maine)
3. AVX Filters Corporation (California)
4. AVX Vancouver Corporation (Washington)
5. Elco USA, Inc. (Delaware)
6. AVX Israel Limited (Israel)
7. AVX Limited (United Kingdom)
8. AVX GmbH (Germany)
9. AVX SRL (Italy)
10. AVX SA (France)
11. AVX Czech Republic sro (Czech Republic)
12. Elco Europe GmbH (Germany)
13. AVX/Kyocera Asia Limited (Hong Kong)
14. VX/Kyocera Hong Kong Limited (Hong Kong)
15. AVX Industries Pte Ltd. (Singapore)
16. AVX/Kyocera (Malaysia) Sdm Bhd (Malaysia)
17. AVX/Kyocera (Singapore) Pte Ltd. (Singapore)
18. Avio Exito de Chihuahua, S.A. de C.V. (Mexico)
19. Avio Excelente, S.A. de C.V. (Mexico)
20. Avio Excelente de Chihuahua, S.A. de C.V. (Mexico)
21. TPC - SA (France)
22. TPC do Brasil Limitada (Brazil)
23. AVX Componentes da Amazonia Limitada (Brazil)
24. TPC Malaysia Sdn Bhd (Malaysia)
25. AVX Asia Pte Ltd. (Singapore)
26. AVX Asia Limited (Hong Kong)
27. TPC Passive Components Taiwan Limited (Taiwan)
28. TPC Ferrite Taiwan Limited (Taiwan)
29. AVX Hong Kong Limited (Hong Kong)
30. AVX Guadalajaria S.A. De CV (Mexico)
31. Tianjin AVX/Kyocera International Trading Company Ltd. (China)
32. AVX Israel Holding Company (1998) Ltd. (Israel)
33. AVX Electronisch Baulemente GmbH (Germany)
34. Thomson - CSF Passive Components, Corp. (Delaware)
35. AVX Development (Delaware)
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 173,106
<SECURITIES> 0
<RECEIVABLES> 183,033
<ALLOWANCES> 25,702
<INVENTORY> 277,393
<CURRENT-ASSETS> 663,535
<PP&E> 944,214
<DEPRECIATION> 639,966
<TOTAL-ASSETS> 1,058,040
<CURRENT-LIABILITIES> 192,282
<BONDS> 0
0
0
<COMMON> 882
<OTHER-SE> 829,759
<TOTAL-LIABILITY-AND-EQUITY> 1,058,040
<SALES> 1,245,473
<TOTAL-REVENUES> 1,245,473
<CGS> 1,078,064
<TOTAL-COSTS> 1,192,168
<OTHER-EXPENSES> (1,719)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (5,718)
<INCOME-PRETAX> 60,742
<INCOME-TAX> 19,226
<INCOME-CONTINUING> 41,516
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,516
<EPS-BASIC> .48
<EPS-DILUTED> .48
</TABLE>
