UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-K/A
AMENDMENT NO. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-19773
OTR EXPRESS, INC.
(Exact name of Registrant as specified in its charter)
Kansas 48-0993128
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
804 N. Meadowbrook Drive, Olathe, Kansas 66062
(Address of Principal Executive Offices) (Zip Code)
(913) 829-1616
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of each class)
Indicate by checkmark 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 the 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. X YES NO
Indicate by checkmark 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 YES NO
The aggregate market value of voting stock held by non-affiliates of the
registrant was $10,124,081 as of October 9, 1997.
The number of shares of common stock outstanding was 1,840,742 as of
October 9, 1997.
<PAGE>
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Exhibit No. Description Page No. Or Incorporation By
Reference To
3(a) Articles of Incorporation, as amended Exhibit 3(a) to Annual Report
for the year ended December
31, 1994 on Form 10-K
3(b) Restated By-Laws Exhibit 3(b) to Annual Report
for the year ended December
31, 1995 on Form 10-K
4 The Registrant, by signing this Report,
agrees to furnish the Securities and
Exchange Commission, upon its request,
a copy of any instrument which defines
the rights of holders of long-term debt
of the Registrant
4(a) Specimen Common Stock Certificate Exhibit 4(a) to Amendment
No. 1 to Registration
Statement on Form S-18 (SEC
File No. 33-44422FW)
10(a) 1991 Incentive Stock Option Plan of Exhibit 10(a) to Registration
OTR Express, Inc. Statement on Form S-18 (SEC
File No. 33-44422FW)
10(b) Assignment regarding post office box Exhibit 10(aa) to Annual
dated June 26, 1992 between Registrant Report for the year ended
and Boatmen's First National Bank of December 31, 1992 on Form
Kansas City 10-K
10(c) Mortgage note dated January 10, 1995 Exhibit 10(xx) to Annual
between Registrant and Toni J. Report for the year ended
Waggoner and Robert E. Waggoner, as December 31, 1994 on Form
Trustees 10-K
10(d) Accounts Receivable Loan Agreement Exhibit 10(zz) to Annual
dated August 27, 1995 between Report for the year ended
Registrant and Boatmen's First December 31, 1995 on Form
National Bank of Kansas City 10-K
10(e) Amendment to Accounts Receivable Exhibit 10(aaa) to Annual
Loan Agreement dated April 27, 1995 Report for the year ended
between Registrant and Boatmen's December 31, 1995 on Form
First National Bank of Kansas City 10-K
<PAGE>
10(f) OTR Express, Inc. 1996 Stock Option Exhibit 10(bbb) to Annual
Plan Report for the year ended
December 31, 1995 on Form
10-K
10(g) OTR Express, Inc. 1996 Directors' Exhibit 10(ccc) to Annual
Stock Option Plan Report for the year ended
December 31, 1995 on Form
10-K
10(h) Form of Carrier/Shipper Exhibit 10(ddd) to Annual
Transportation Contract Report for the year ended
December 31, 1996 on Form
10-K
10(i) Contract to Purchase Tractors in 1997 Exhibit 10(eee) to Annual
between Registrant and KCR Report for the year ended
International Trucks, Inc. December 31, 1996 on Form
10-K
10(j) Contract to Purchase Trailers in 1997 Exhibit 10(fff) to Annual
between Registrant and Utility Trailer Report for the year ended
Sales of Kansas City December 31, 1996 on Form
10-K
10(k) Accounts Receivable Loan Agreement Exhibit 10(ggg) to Annual
dated May 1, 1996 between Registrant Report for the year ended
and UMB Bank, N.A. December 31, 1996 on Form
10-K
10(l) Loan and Security Agreement Dated Exhibit 10(hhh) to Quarterly
June 11, 1997 Report for the quarter ended
March 31, 1997 on Form 10-Q
11 Statement re: Computation of Exhibit 11(a) to Annual
Earnings per share Report for the year ended
December 31, 1996 on Form
10-K
13 Annual Report to Stockholders for Exhibit 13(a) to Annual
the year ended December 31, 1996 Report for the year ended
December 31, 1996 on Form
10-K
23 Consent of Arthur Andersen LLP (filed Page 5 sequentially
herewith) numbered pages
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
OTR EXPRESS, INC.
Date: October 9, 1997 /s/ WILLIAM P. WARD
Chairman of the Board
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.
SIGNATURE TITLE DATE
/s/ WILLIAM P. WARD Chairman of the Board , President and October 9, 1997
William P. Ward Principal Executive Officer
/s/ GARY J. KLUSMAN Executive Vice President and Director October 9, 1997
Gary J. Klusman
/s/ JANICE K. WARD Vice President, Compensation and October 9. 1997
Janice K. Ward Administration, Secretary and Director
/s/ STEVEN W. RUBEN Vice President/Finance, Principal October 9, 1997
Steven W. Ruben Financial Officer and Principal
Accounting Officer
/s/ JAMES P. ANTHONY Director October 9, 1997
James P. Anthony
/s/ DEAN W. GRAVES Director October 9, 1997
Dean W. Graves
/s/ RALPH E. MACNAUGHTON Director October 9, 1997
Ralph E. MacNaughton
/s/ TERRY G. CHRISTENBERRY Director October 9, 1997
Terry G. Christenberry
/s/ CHARLES M. FOUDREE Director October 9, 1997
Charles M. Foudree
/s/ FRANK J. BECKER Director October 9, 1997
Frank J. Becker
Part IV
Item 14 Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated February 4, 1997 included in
the Annual Report on Form 10-K filed by OTR Express, Inc. (the "Company")
for its fiscal year ended December 31, 1996 and to all references to our
Firm included therein, into the Company's previously filed Registration
Statements on Form S-8, Nos. 333-13503, 333-13507 and 333-13515.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Kansas City, Missouri
March 27, 1997
