SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
(Mark One)
[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, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ____________________.
Commission file number 018597
NSC CORPORATION
(Exact name of registrant as specified in its Charter)
DELAWARE 31-1295113
(State of incorporation) (IRS Employer Identification Number)
49 DANTON DRIVE, METHUEN, MA 01844
(Address of principal executive offices) (ZIP code)
(508) 557-7300
Registrant's telephone number, including area code
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, $0.01 par value
(Title of each 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. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant on March 26, 1996 was $4,634,041.
The number of shares of Common Stock outstanding on March 26, 1996 was 9,971,175
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the 1996 Annual Meeting of
Stockholders are incorporated by reference into Part III.
Items 10, 11, 12 and 13 of Part III of the Annual Report on Form 10-K of
NSC Corporation (the "Company"), which was filed withe the Securities and
Exchange Commission on March 29, 1996, are hereby amended as follows to reflect
information required by such items as of March 31, 1996:
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PART III.
Item 10. Directors and Executive Officers of the Registrant
All of the nominees for director named below are currently serving as directors
of the Company for terms expiring at the Annual Meeting. Mr. Victor J. Barnhart
took his position as a Director effective February 20, 1996, Mr. Robert J.
Blackwell took his position as a director effective November 9, 1995 and Mr.
John J. Ray III took his position effective March 11, 1996. Mr. Randall M.
Walters resigned effective August 10, 1995, Mr. Frank A. McBride resigned
effective November 9, 1995, Mr. Rodney C. Gilbert resigned effective February
20, 1996 and Mr. Harold W. Ingalls resigned effective March 11, 1996.
Positions and Other
Relationships with the Company
Name Age and Business Experience
- ---- --- -------------------------------
Eugene L. Barnett 66
Director. Mr. Barnett is retired and was a Vice President of Pittway Corp.,
a diversified conglomerate, from 1976 to 1992. He was formerly Chairman and
Chief Executive Officer of Brand from 1976 through February 1991. Mr.
Barnett is a director of Aptar Group, Inc. and Pittway Corp.
Victor J. Barnhart 53
Director. Mr. Barnhart has been the President of Integrated Environmental
Services - WMX Technologies, since December 1995 and President of Rust
Industrial Services Inc., a subsidiary of Rust and Vice President of Rust,
since May 1993. Prior to that time, he was the President of Brand from
November 1990 and Chief Executive Officer from March 1991 to May 1993. Mr.
Barnhart is a Director of OHM Corporation.
Robert J. Blackwell 39
Director. Mr. Blackwell has been Senior Vice President - Sales and
Marketing of OHM Remediation Services Corporation since August 1993. Prior
to joining the Company, Mr. Blackwell served as Vice President - Sales and
Marketing for EBASCO since August 1986.
Frank J. Fradella 40
President, Chief Executive Officer and Director. Mr. Fradella has been
President and Chief Executive Officer of the Company since November 1994
and served as Senior Vice President since May 1994 and Vice President,
Western Region, since February 1993. Prior to joining the Company, Mr.
Fradella served as Vice President for Kaselaan & D'Angelo Associates, Inc.
from February 1991 to January 1993.
Herbert A. Getz 40
Director. Mr. Getz has been Senior Vice President and General Counsel of
WMX since May 1995 and Vice President and General Counsel of WMX since
August 1992 and Secretary of WMX since January 1988. Mr. Getz also served
as the Vice President, General Counsel and Secretary of Wheelabrator
Technologies Inc. from November 1990 to May 1993. In addition, Mr. Getz had
been the Vice President and Secretary of Rust from December 1992 until May
1994.
William M. R. Mapel 64
Director. Mr. Mapel is a private investor and was formerly a Senior Vice
President of Citibank, N.A. from 1969 to 1988, where he was employed for
more than 30 years. Mr. Mapel is a director of Mercantile & General
Reinsurance Company of America; Mercantile & General Life Reassurance
Company of America; Brundage, Story & Rose Investment Trust; Carolina
Freight Corporation; Churchill Capital Partners; Galey & Lord and USLIFE
Income Fund, Inc..
John J. Ray III 37
Director. Mr. Ray has been Vice President, General Counsel and Secretary of
OHM Corporation since November 1995, Vice President and Group General
Counsel of Waste Management Inc. ("WMI"), a subsidiary of WMX, since
September 1991 and Senior Counsel of WMI since May 1990.
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Item 11. Executive Compensation and Other Information
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended December 31, 1995, 1994,
and 1993, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to each of
the most highly compensated executive officers of the Company, including the
Chief Executive Officer of the Company, in all capacities in which they served:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and ------------------- All Other
Principal Position Year Salary ($) Bonus ($) (1) Compensation (S)(2)
- ------------------ ---- ---------- ------------- -------------------
Frank J. Fradella 1995 200,013 101,316 89,373
President and 1994 166,522 90,750 86,341
Chief Executive Officer 1993 88,278 22,613 -
J. Drennan Lowell 1995 149,288 60,000 -
Vice President, Chief 1994 126,354 55,375 -
Financial Officer,
Treasurer and Secretary
Darryl G. Schimeck 1995 124,432 49,773 44,451
Vice President-Sales
and Marketing
- ----------------
(1) Fifty percent of the 1995 bonus amounts listed for Messrs. Fradella, Lowell
and Schimeck were earned but not received in 1995. Such amounts will be
paid in 1996, contingent upon such executive continuing in the employ of
the Company.
(2) "All Other Compensation" includes the following: (i) in 1995, $58,800 tax
gross-up associated with the relocation expenses reimbursed to Mr. Fradella
in 1994, (ii) $25,000 forgiveness of one third of a $75,000 interest free
loan and $5,573 one year imputed interest on the outstanding loan to Mr.
Fradella, (iii) relocation bonus of $20,000 and reimbursed relocation
expenses of $66,341 for Mr. Fradella in 1994, and (iv) $44,451 relocation
expenses for Mr. Schimeck in 1995.
Stock Options
None of the executive officers listed in the Summary Compensation Table received
grants of stock options during 1995.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
The Company's Common Stock is the Company's only outstanding class of voting
securities. The following table sets forth certain information as of March 15,
1996, except as otherwise indicated, with respect to the beneficial ownership of
the Company's Common Stock (i) by holders of 5% or greater, (ii) each director
of the Company, (iii) each executive officer identified under the caption
"Executive Compensation -- Summary of Cash and Certain Other Compensation --
Summary Compensation Table," and (iv) by all directors and executive officers of
the Company as a group.
Amount and
Name of Nature of
Beneficial Beneficial Percentage
Owner (1) Ownership(2) of Class
- ----------- ------------ -----------
OHM Corporation 4,010,000 40.22%
16406 U.S. Route 224 East
Findlay, Ohio 45840
Rust International Inc. 4,010,000 40.22%
100 Corporate Parkway
Birmingham, Alabama 35242
Eugene L. Barnett (3) 10,000 *
Victor J. Barnhart 0 -
Robert J. Blackwell 0 -
Herbert A. Getz 500 *
William M. R. Mapel (3) 11,000 *
John J. Ray III 0 -
Frank J. Fradella 0 -
J. Drennan Lowell 0 -
Darryl G. Schimeck (4) 0 -
Efstathios A. Kouninis 0 -
All directors and executive
officers as a group (10 persons) (3) 21,500 *
- ----------------
* Less than 1%
(1) The address of each stockholder is c/o NSC Corporation, 49 Danton Drive,
Methuen, Massachusetts 01844.
(2) Information with respect to beneficial ownership is based on information
furnished to the Company by each stockholder included in this table. Except
as indicated in the notes to the table, each stockholder included in the
table has sole voting and investment power with respect to the shares shown
to be beneficially owned by him.
(3) Assumes the exercise of options, presently exercisable or exercisable
within 60 days, to purchase up to 10,000 shares of Common Stock by each of
Messrs. Barnett and Mapel, granted pursuant to the Company's 1990 Stock
Option Plan.
(4) Under the securities law of the United States, the Company's directors, its
executive officers and any persons holding more than ten percent of the
Common Stock are required to report their initial ownership of Common Stock
and any subsequent changes in that ownership to the Commission. Specific
due dates for these reports have been established and the Company is
required to disclose in this Proxy Statement any failure to file by these
dates during 1995. All of these filing requirements were satisfied, except
that Mr. Schimeck failed to file on a timely basis his initial statement of
beneficial ownership, which reported no transactions. In making these
disclosures, the Company has relied solely on written representations of
its directors and executive officers and copies of the reports that they
have filed with the Commission.
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Compensation Committee Interlocks and Insider Participation
Messrs. Getz and Mapel were members of the Compensation Committee of the Board
of Directors during 1995. Mr. Samuel H. Iapalucci, who resigned from the Board
effective January 12, 1995, Mr. Harold W. Ingalls, who resigned from the Board
effective March 11, 1996, Mr. Frank A. McBride, who resigned from the Board
effective November 9, 1995, and Mr. Randall M. Walters, who resigned from the
Board effective August 10, 1995, were members of the Compensation Committee
during a portion of 1995. Mr. Walters was Vice President and Secretary of the
Company from July 1988 until May 1993.
Item 13. Certain Relationships and Related Transactions
Revolving Credit Agreement
Rust provides a $25 million revolving credit facility to the Company pursuant to
a revolving credit agreement (the "Rust Credit Agreement"). Under the Rust
Credit Agreement, Rust will make revolving loans to the Company until May 3,
1996, in amounts not to exceed $25 million. Such loans will (i) be subordinate
to the Company's senior bank financing, (ii) be unsecured, (iii) bear interest
on the outstanding principal amount thereof at a rate per annum equal to the
prime rate announced from time to time by certain bank plus 1%, and (iv) be
utilized for working capital purposes. Interest on such loans will be payable on
a quarterly basis, and the aggregate principal amount of such loans will mature
on June 6, 1996. No amounts were outstanding under the Rust Credit Agreement for
the years ended December 31, 1995, 1994 and 1993. This revolving credit
agreement terminates June 6, 1996.
Other
In connection with his election as President and Chief Executive Officer, Mr.
Fradella received a $75,000 interest free loan to be forgiven in equal
installments over three consecutive years. The balance of the loan becomes due
and payable in the event Mr. Fradella voluntarily leaves the employ of the
Company or is terminated for cause prior to September 7, 1997.
The Company has, from time to time, provided asbestos-abatement and related
services to an affiliate of OHM on a subcontract basis. Revenues earned from
this affiliate for such services were $212,000 for the year ended December 31,
1995. In addition, the Company has, from time to time, provided
asbestos-abatement and related services to Rust and certain of its affiliates on
a subcontract basis. Revenues earned from Rust and its affiliates for such
services were $302,000 for the year ended December 31, 1995. Rust and certain of
its affiliates also provided scaffolding, disposal, demolition, and other
related services to the Company on a subcontract basis. The costs for such
services were $1,719,000 for the year ended December 31, 1995. During 1995, Rust
rented demolishing equipment to the Company for which it was charged $209,000
for the year ended December 31, 1995.
NSC CORPORATION
By:/S/ J. Drennan Lowell
---------------------
J.Drennan Lowell Vice President, Chief Financial Officer,
Treasurer and Secretary
May 17, 1996
Methuen, Massachusetts
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