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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
TO THE
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998 Commission file number 0-19596
THE HOCKEY COMPANY
(Formerly SLM INTERNATIONAL, INC.)
(Exact name of registrant as specified in its charter)
Delaware 13-36-32297
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Maska U.S., Inc., 929 Harvest Lane, P.O. Box 1200, Williston, VT 05495
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 872-4226
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock,
Par Value $.01
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 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 statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 26, 1999 has not been determined due to the extremely
limited trading volume in the Registrant's Common Stock; however, 658,500 shares
of the voting stock were held by non-affiliates of the registrant on March 26,
1999.
As of March 26, 1999, 6,500,507 shares of the Registrant's Common Stock, $.01
par value per share, were outstanding.
Documents Incorporated By Reference
NONE
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<PAGE>
Item 8. Financial Statements and Supplementary Data
Index To Consolidated Financial Statements
Page
----
Reports of Independent Accountants
Ernst & Young LLP 21
PriceWaterhouseCoopers, LLP 22
KPMG Wideri Oy Ab 23
PriceWaterhouseCoopers, LLP 24
Raymond, Chabot, Martin, Pare 25 - 27
Consolidated Financial Statements
Consolidated Balance Sheets at December 31, 1998 and 1997 28
Consolidated Statements of Operations
for the year ended December 31, 1998, April 12 through
December 31, 1997, January 1 through April 11, 1997 and
the year ended December 31, 1996. 29
Consolidated Statements of Stockholders' Equity (Deficit) for the
year ended December 31, 1998, April 12 through
December 31, 1997, January 1 through April 11, 1997. 30
Statements of Comprehensive Income (Loss)
for the year ended December 31, 1998, April 12 through
December 31, 1997, January 1 through April 11, 1997
and the year ended December 31, 1996. 30
Consolidated Statements of Cash Flows
for the year ended December 31, 1998, April 12 through
December 31, 1997, January 1 through April 11, 1997
and the year ended December 31, 1996. 31 - 32
Notes to Consolidated Financial Statements 33 - 59
20
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Report Of Independent Accountants
The Board of Directors and Stockholders
The Hockey Company (formerly SLM International, Inc.)
We have audited the accompanying consolidated balance sheets of The Hockey
Company (formerly SLM International, Inc.) as of December 31, 1998 and 1997, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 1998 and for the periods January 1,
1997 to April 11, 1997 and April 12, 1997 to December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audit. We did not audit the balance sheet of KHF Sports
Oy or Jofa Holdings Group, wholly-owned subsidiaries acquired in 1998, which
statements reflect total assets and revenues of $31.2 million and $4.3 million
respectively, as of December 31, 1998. Those balance sheets were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to the balance sheet data included for KHF Sports Oy and Jofa
Holdings Group, is based solely on the report of other auditors.
We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits and the report of other auditors
provide a reasonable basis for our opinion.
On April 11, 1997, The Hockey Company (formerly SLM International, Inc.)
reorganized and emerged from bankruptcy. As discussed in Notes 1, 2 and 21 to
the consolidated financial statements, as a result of the reorganization, the
financial statements at December 31, 1997 reflect fresh-start reporting in
accordance with the American Institute of Certified Public Accountants Statement
of Position 90-7. The consolidated financial statements as of December 31, 1997
and for the post reorganization period from April 12, 1997 to December 31, 1997
are presented on the new basis, and accordingly, are not comparable to the
financial statements for the period January 1, 1997 to April 11, 1997, which
have been prepared on a pre-reorganization basis.
In our opinion, based on our audits and, as to the balance sheets at December
13, 1998 and 1997, and the report of other auditors, the financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of The Hockey Company (formerly SLM International, Inc.) as
of December 31, 1998 and 1997, and the consolidated results of their operations
and their cash flows for the year ended December 31, 1998, and the periods
January 1, 1997 to April 11, 1997 and April 12, 1997 to December 31, 1997, in
conformity with generally accepted accounting principles in the United States.
Montreal, Canada /s/ Ernst & Young LLP
March 9, 1999. Chartered Accountants
21
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Williston, State
of Vermont, on the 18th day of May, 1999.
THE HOCKEY COMPANY
By: /s/ Russell J. David
-----------------------------------
Name: Russell J. David
Title: Senior Vice President, Finance
& Administration
Pursuant to the requirements of the Securities Act of 1934, this Form 10-K/A has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
* Chairman of the Board, May 18, 1999
- ----------------------------- President and Chief
Gerald B. Wasserman Executive Officer
/s/ Russell J. David Senior Vice President, May 18, 1999
- ----------------------------- Finance & Administration
Russell J. David
* Director May 18, 1999
- -----------------------------
Paul M. Chute
* Director May 18, 1999
- -----------------------------
Martin S. Davis
* Director May 18, 1999
- -----------------------------
Greg S. Feldman
* Director May 18, 1999
- -----------------------------
Jason B. Fortin
* Director May 18, 1999
- -----------------------------
James C. Pendergast
* By /s/ Russell J. David
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Russell J. David
Attorney-in-fact
74
