UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
For the Fiscal Year ended March 31, 1997
Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 1-10955
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ENVIRONMENTAL ELEMENTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-1303748
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
3700 Koppers St., Baltimore, Maryland 21227
(Address of Principal Executive Offices) (Zip Code)
(410) 368-7000
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common stock, par value $0.01 per share, New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 the 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 Common Stock held by non-affiliates of the
registrant as of June 6, 1997 was approximately $10.5 million based upon the
closing price of $2.25. The number of shares outstanding of the registrant's
Common Stock as of June 6, 1997 was 6,967,401.
Documents Incorporated by Reference
Portions of the definitive Proxy Statement relating to registrant's Annual
Meeting of Stockholders to be held July 31, 1997 are incorporated by reference
in Part III of this Form 10-K, with the exception of portions that are not
incorporated by reference by their terms.
Portions of the registrant's Annual Report to Stockholders for the year ended
March 31, 1997 are incorporated by reference in Parts I, II and IV of this Form
10-K.
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GENERAL INFORMATION
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INFORMATION AND CUSTOMER SERVICE
Power, Industrial, Repair and Rebuild Projects
Environmental Elements Corporation o 3700 Koppers Street o Baltimore, Maryland 21227
Phone: (410) 368-7000 o (800) 333-4331
Spare and Replacement Parts (all OEMs)
Phone: (800) PART-EEC
Technical Field Services and Telephone Help Line
Phone: (800) 928- HELP
INVESTOR INFORMATION
Corporate Address -- 3700 Koppers Street o Baltimore, Maryland 21227 o (410) 368-7000
Secretary -- John C. Nichols o 3700 Koppers Street o Baltimore, Maryland 21227 o (410) 368-7000
Transfer Agent and Registrar --
Chase Mellon Shareholder Services, L.L.C. o Securityholder Relations Department
Overpeck Centre o 85 Challenger Road o Ridgefield Park, New Jersey 07660 o 1-800-526-0801
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For inquiries concerning shareholders' records or certificates, please
contact the transfer agent. Shareholders whose certificates are missing or
destroyed should immediately notify the transfer agent. In the event of any
change in address, please notify the transfer agent in writing. If possible,
please enclose a recent mailing label and indicate you are a shareholder of
Environmental Elements Corporation.
Common Stock -- The Common Stock of the Company trades on the New York Stock
Exchange under the symbol "EEC." A substantial number of the Company's shares
are held in nominee accounts at banks and brokerage firms. These accounts, which
include most mutual funds and other institutional investments, are cumulatively
represented by one "of record" depository account. There were 248 shareholders
of record as of March 31, 1997.
Investor Relations -- To obtain, without cost, a copy of the annual report
filed with the Securities & Exchange Commission on Form 10-K or other
information on the Company, copies of earnings press releases and 10-Q filings,
or for investment analyst inquiries, please contact Lisa A. Morris, Investor
Relations Administrator, at (410) 368-7092.
Certain of the statements included in this annual report are forward-looking
statements. These statements involve risks and uncertainties that could cause
the actual results to differ from those expressed in or implied by such
statements. These factors include the loss of bookings, increased competition,
changes in environmental regulations, and other factors. Information on factors
that could affect the Company's financial results are set forth in the Company's
filings with the Securities and Exchange Commission including the recently filed
report on Form 10-K for the Company's fiscal year ended March 31, 1997.
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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.
Environmental Elements Corporation
(Registrant)
/s/ James B. Sinclair
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James B. Sinclair
Chief Financial 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/ E. H. Verdery June 16, 1997
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E. H. Verdery Date
Chairman of the Board of Directors,
President and Chief Executive Officer
June , 1997
- ------------------------------------- -------------
Fred Hittman Date
Director
/s/ Richard E. Hug June 18, 1997
- ------------------------------------- -------------
Richard E. Hug Date
Director
/s/ Russell R. Jones June 16, 1997
- ------------------------------------- -------------
Russell R. Jones Date
Director
/s/ John C. Nichols June 18, 1997
- ------------------------------------- -------------
John C. Nichols Date
Director and Secretary
June , 1997
- ------------------------------------- -------------
F. Bradford Smith Date
Director
/s/ Samuel T. Woodside June 18, 1997
- ------------------------------------- -------------
Samuel T. Woodside Date
Director
