SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(mark one)
* Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended August 31, 1996
* Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
____________________
Commission file number: 0-21192
____________________
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0721367
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
109 Northpark Blvd., Covington, Louisiana 70433
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (504) 867-5000
____________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.10 par value
(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. _____
____________________
The aggregate market value of the voting stock held by nonaffiliates
(affiliates being considered, for purposes of this calculation only,
directors, executive officers and 5% shareholders) of the Registrant as of
November 29, 1996 was approximately $4,970,653.50.
____________________
The number of shares of the Registrant's Common Stock, $.10 par value per
share outstanding, as of November 29, 1996 was 5,566,906.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information With Respect to Directors
Set forth below is information regarding the age and principal
occupation or employment of each director. Unless otherwise indicated, each
director has been engaged in the principal occupation shown for more than the
past five years.
First
Name, Age, Principal Occupation and Elected
Directorships in Other Public Companies Director
--------------------------------------- --------
Rex O. Corley, Jr., 58, (1).......................................... 1993
President and Chief Operating Officer
Mervin L. Trail, M.D., 62, (2)(3).................................... 1993
Chancellor, Louisiana State University School of Medicine
Anthony P. Campo, 41, (4)(5)......................................... 1991
Chairman of the Board and Chief Executive Officer
Joseph E. Campo, 42, (4)(6).......................................... 1991
Family Investments
Barbara Treuting Casteix, 43, (7).................................... 1992
Managing Partner, Barrios, Kingsdorf & Casteix, L.L.P.
L. Ronald Forman, 49, (2)............................................ 1994
President and Chief Executive Officer of the Audubon
Institute, Inc.
_______________
(1) Mr. Corley joined the Company as Vice President-Financial Services in
September 1993 following a consulting assignment with the Company during
July and August 1993. He became Chief Operating Officer in July 1996
and became President in August 1996. He was Vice President and Managing
Director of the Consumer Financing Division at Whirlpool Financial
Corporation from October 1992 until June 1993, and Vice President and
Managing Director of the Distribution Financing Division from April 1992
until October 1992. Prior to joining Whirlpool Financial Corporation,
Mr. Corley spent 30 years with GE Capital most recently as National
Sales Manager with the GE Consumer Appliances Financing Group.
(2) Member of the Audit and Compensation Committees.
(3) Dr. Trail has served as Chancellor since December 1994. For more than
five years prior to December 1994, Dr. Trail served as a professor at
Louisiana State University School of Medicine.
(4) Anthony P. Campo and Joseph E. Campo are brothers.
(5) Mr. Campo has served as Chairman of the Board and Chief Executive
Officer since May 1992. He also served as President from September 1991
until August 1996, and as Senior Vice President of the Company from 1984
to 1991.
(6) Since December 1995, Mr. Joseph Campo has managed certain family
investments and properties. For more than five years prior to December
1995, Mr. Campo served as Director-New Market Development for the
Company.
(7) Ms. Casteix has served in this position since October 1, 1995. For
more than five years prior to October 1, 1995, Ms. Casteix served as
managing partner of Cleveland, Barrios, Kingsdorf & Casteix, L.L.P. Ms.
Casteix is a member of the Audit Committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file with the
Securities and Exchange Commission reports of beneficial ownership, and
changes in beneficial ownership of the Common Stock of the Company. Each of
Messrs. Anthony and Joseph Campo failed to timely file a Statement of Changes
in Beneficial Ownership (Form 4) to report transactions that occurred in
December 1995 involving transfers to a family L.L.C., and each reported their
respective transaction on a Form 4 in September 1996.
ITEM 11. EXECUTIVE COMPENSATION
Summary of Executive Compensation
The following table sets forth information with respect to compensation
paid by the Company for services rendered in all capacities during the fiscal
years ended August 31, 1996, 1995 and 1994 to the Chief Executive Officer and
to each of the four most highly compensated executive officers of the Company
whose annual compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term All
Compensation Other
Annual Compensation Awards Compensation
--------------------------------------- ---------- ------------
Other
Annual Number
Names and Compen- of
Principal Position Year Salary Bonus sation Options
<S> <C> <C> <C> <C> <C> <C>
Anthony P. Campo, 1996 $351,581 $53,311 $------ ------- $------
Chairman of the Board 1995 318,467 53,300 ------- 50,000 -------
and Chief Executive 1994 256,949 183,500 ------- 70,000(1) -------
Officer
Rex O. Corley, Jr. 1996 163,737 10,000 ------- ------- -------
President and Chief 1995 155,082 25,000 ------- ------- -------
Operating Officer 1994 147,930 25,000 ------- 10,000 -------
Charles S. Gibson 1996 129,816 30,000 ------- ------- -------
Vice President 1995(2) 96,154 15,000 ------- 10,000 -------
Logistics and Operations -------
John Ross 1996 102,497 30,000 ------- ------- 19,100(3)
Vice President-Marketing 1995(4) 72,308 ------ ------- 5,000 -------
Donald E. Galloway, 1996 280,295 ------ 56,859 ------- 302,561(8)
Former Senior Vice 1995 265,385 ------ ------- 25,000(7) -------
President-Marketing 1994 220,423 66,800 25,032(6) 35,000(7) -------
and Sales (5)
William M. Golden, Jr., 1996 148,002 ------ ------- ------- 49,621(8)
Former Vice President 1995 140,385 67,000 ------- ------- -------
Chief Financial Officer 1994 16,828(9) 10,000 ------- 10,000(7) -------
and Secretary (5)
</TABLE>
__________
(1) These options were cancelled on October 4, 1996 for no value.
(2) Mr. Gibson joined the Company in fiscal 1995.
(3) Tuition reimbursement for Tulane MBA program.
(4) Mr. Ross became an executive officer of the Company in December 1994.
(5) Messrs. Galloway and Golden resigned their employment with the Company
effective July 12 and July 19, 1996, respectively.
(6) Tax benefit right granted to cover Mr. Galloway's income tax obligation
in connection with the vesting of restricted stock.
(7) These options automatically terminated upon the resignation of the
officer in July 1996.
(8) Amount paid or accrued as severance upon resignation of the officer in
July 1996.
(9) Mr. Golden joined the Company in fiscal 1994.
____________________
Option Holdings
The following table provides information concerning unexercised options
held by the named executive officers at August 31, 1996.
FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Stock Options at August 31, 1996 at August 31, 1996
-------------------------------- ------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Anthony P. Campo 120,000 0 0 0
Rex O. Corley, Jr. 6,000 4,000 0 0
Charles S. Gibson, Jr. 4,000 6,000 0 0
John Ross 5,000 5,000 0 0
Donald E. Galloway 0 0 0 0
William M. Golden, Jr. 0 0 0 0
____________________
Employment Agreements
The Company has an employment agreement with Mr. Campo pursuant to which
the Company has agreed, among other things, to pay an annual base salary of
$300,000, $330,000 and $363,000 for the 1994, 1995 and 1996 calendar years,
respectively. The employment agreement, which provides for the termination of
an employment agreement executed in prior years between the Company and Mr.
Campo, was effective January 1, 1994 and terminates December 31, 1996. On May
16, 1996 the employment agreement was amended to extend the initial term of
the agreement through December 31, 1997. Pursuant to the amendment, Mr.
Campo's compensation for calendar year 1997 will remain the same as that
provided in the agreement for calendar year 1996.
Mr. Campo's employment agreement also provides for payment of an annual
cash bonus of $50,000 and an annual incentive bonus of 2% of the Company's net
income before taxes. Mr. Campo's employment agreement also provides that if
his employment is terminated by the Company as a direct result, and within 180
days, of a change of control of the Company, Mr. Campo will be paid an amount
equal to three times his then current base salary and incentive bonus for the
most recently completed fiscal year. If Mr. Campo's employment is terminated
during the initial term of the agreement by the Company for any reason other
than cause (as defined in the agreement) or by Mr. Campo for good reason (as
defined in the agreement), Mr. Campo will be paid an amount equal to his then
current base salary multiplied by the number of years remaining in such
initial term, but in no event less than one full year's base salary, and if
his employment is thus so terminated after the initial term, Mr. Campo will be
paid an amount equal to one full year's then current base salary.
Effective August 29, 1996, the Company entered into a Change of Control
Agreement with Mr. Campo which provides for the payment of certain benefits
upon an involuntary or constructive termination of his employment, except for
cause, within two years following a change of control. Benefits payable under
the change in control agreement include a cash payment in an amount equal to
two times salary plus bonus and continued health and life insurance benefits
for two years after termination to the extent payments are made under this
change in control agreement, no severance payments will be made under Mr.
Campo's employment agreement.
Also effective August 29, 1996, the Company adopted a Severance Plan for
its other executive officers, which provides for the payment of certain
benefits upon an involuntary or constructive termination of an officer's
employment, except for cause, within one year following a change of control.
Benefits payable under the plan include a cash payment in an amount equal to
six month's salary and continued health and life insurance benefits for six
months after termination.
The Company also had an employment agreement with Mr. Galloway which
provided for an annual base salary of $250,000, 275,000 and $302,500, for the
1994, 1995 and 1996 calendar years, respectively, and for the payment of an
annual incentive bonus of 1% of the Company's net income before taxes. On May
16, 1996, Mr. Galloway's employment agreement was amended to extend the
initial term of the agreement through December 31, 1997. Pursuant to the
amendment, Mr. Galloway's compensation for calendar 1997 would remain the same
as that provided in the agreement for calendar year 1996. The amendment also
provided that if Mr. Galloway's employment is terminated by the Company as a
direct result, and within 180 days, of a change of control of the Company, Mr.
Galloway would be paid an amount equal to three times his then current base
salary and incentive bonus for the most recently completed fiscal year. If
Mr. Galloway's employment were terminated during the initial term of the
agreement (as so extended by the amendment) by the Company for any reason
other than cause (as defined in the amendment) or by Mr. Galloway for good
reason (as defined in the amendment), Mr. Galloway would be paid an amount
equal to his then current base salary multiplied by the number of years
remaining in such initial term, but in no event less than one full year's base
salary, and if his employment were to be so terminated after the initial term,
Mr. Galloway would be paid an amount equal to one full year's then current
base salary. Effective July 12, 1996, Mr. Galloway resigned as an officer and
director of the Company and entered into an agreement with the Company that
provides for the continuation of his salary for twelve months following
resignation and the release of the restrictions on 5,000 shares of restricted
stock held by Mr. Galloway, and also provides that Mr. Galloway will not
compete with the Company for a period of one year following his resignation.
Compensation of Directors
Each member of the Board of Directors who is not a full-time employee of
the Company is paid (i) $1,000 per month and (ii) reimbursement of all
ordinary and necessary expenses incurred in attending any meeting of the Board
or any committee thereof.
Compensation Committee Interlocks and Insider Participation
The members of the Company's Compensation Committee are L. Ronald Forman
and Mervin L. Trail, M.D., neither of whom has ever been an officer or
employee of the Company, nor has or has had any other significant relationship
with the Company. No executive officer of the Company served in the last
fiscal year as a director or member of the compensation committee of another
entity, one of whose executive officers served as a director or on the
Compensation Committee of the Company.
Compensation Committee's Report on Executive Compensation
General
The Compensation Committee of the Board of Directors (the "Committee")
reviews all compensation arrangements for the executive officers of the
Company. The Committee is composed of two Board members who are not employees
of the Company. The Committee gives final approval with respect to the
compensation of the Company's most highly compensated executive officers who
are expected to earn more than $100,000 per year, including the chief
executive officer, and generally reviews the compensation packages of the
other executive officers, and makes all decisions about stock based awards
under the Company's 1992 Stock Incentive Plan.
The executive compensation programs of the Company are designed to (i)
provide a competitive total compensation package that enables the Company to
hire, develop, reward and retain key executives, (ii) link executive behavior
to the Company's annual, intermediate-term and long-term business objectives
and strategy, and (iii) provide variable total reward opportunities that are
directly tied to increases in shareholder value. These objectives are
generally sought to be met with base salaries that are within competitive
ranges of similar companies, annual incentive bonuses keyed primarily to
annual increases in earnings and stock awards that are focused on increases in
stock values over a longer term.
Base Salary and Annual Incentive Compensation
Management determines the amounts of the base salary and annual
incentive bonus of each executive officer and the Committee reviews these
determinations generally and, with respect to the two most highly compensated
executive officers, gives final approval of such amounts.
Base Salary. For all executive officers other than Messrs. Anthony
Campo and Don Galloway, management has established the amount of compensation
for each position primarily based on subjective factors, including the
executive's level of responsibility and experience and his or her
contributions to the Company. Individual base pay is also determined on the
basis of the Company's performance as well as individual performance
evaluations conducted by management. The performance evaluations generally use
financial performance and subjective factors indicative of the executive's
organizational skills and adherence to overall corporate policies and goals.
Mr. Campo, the Chief Executive Officer is, and until July 1996 Mr.
Galloway, the Senior Vice President - Sales and Marketing, was, compensated
pursuant to three-year employment agreements entered into as of January 1,
1994. These agreements were entered into following management's review of
compensation information regarding similar-sized local public companies.
Management determined the amounts of base salary and incentive bonus contained
in each of the agreements subject to the review and approval of the Committee.
The agreements provide for 10% increases in each executive's base salary in
each of the three years during the term of the agreements. The agreements were
to terminate in December 1996 but Mr. Campo's agreement has been extended
through December 31, 1997. In light of the financial performance of the
Company generally in the last fiscal year, the amendment to Mr. Campo's
agreement does not provide for an increase in base salary and instead provides
that Mr. Campo's compensation for calendar year 1997 will remain the same as
that provided in the agreement for calendar year 1996.
Incentive Bonuses. Mr. Campo's employment agreement provides for the
payment of an annual cash bonus to him of $50,000. The employment agreements
for Messrs. Campo and Galloway also provide for the payment of incentive
bonuses each year in an amount that is a percentage of the Company's net
income before taxes for such year. Through the annual incentive bonus, a
sizeable portion of the potential compensation for these officers is tied to
Company performance. For fiscal 1995 and 1996, Mr. Campo and Mr. Galloway did
not receive incentive bonuses. Bonuses for the other executive officers are
determined based on increases in the Company's earnings as well as such
qualitative measures as teamwork, organizational skills and adherence to
overall corporate policies and goals. Each measure is weighted by management
depending on the executive officer's position and the measure's impact on
overall corporate goals. Four executive officers received bonuses for fiscal
1996 to help assure the retention of the senior management team and to
recognize the increased responsibilities held by those individuals following
the resignations of Messrs. Galloway and Golden.
Consultant's Evaluation
In January 1995, the Company, with the support and participation of the
Compensation Committee, engaged Deloitte and Touche, L.L.P. ("Deloitte") to
review the competitiveness and effectiveness of the Company's executive
compensation programs and make recommendations regarding steps the Company
could take to successfully motivate and retain its top executives while
maximizing shareholder value. After reviewing all aspects of executive
compensation (base salary, annual incentives, long-term incentives and
perquisites) relative to the competitive environment, as determined by
reference to compensation data from retail companies throughout the United
States determined to be within the Company's peer group and published surveys
of executive compensation, the Company was found to be below the competitive
market for all positions except Mr. Galloway whose direct compensation
approached the market midpoint. It was recommended that the Company adopt a
plan to bring executive compensation more in line with the competitive market
by establishing base salaries at or slightly below the market midpoint and
increasing emphasis on annual and long-term incentives.
The Compensation Committee duly noted Deloitte's recommendations but
determined to make no changes to the Company's executive compensation plan at
this time.
Stock Incentive Plan
The purpose of the 1992 Stock Incentive Plan is to align a significant
portion of the executive compensation program with shareholder interests,
focus on intermediate and long-term results and maximize shareholder returns.
The Committee has sought to accomplish these objectives, primarily through
grants of stock options. Stock options have value to the employee only if
there is a corresponding value to shareholders. The Committee did not grant
any stock options to executive officers during fiscal 1996.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits to $1 million the
Company's tax deduction for compensation paid to each of the Company's most
highly paid executive officers, unless certain requirements are met. The 1992
Stock Incentive Plan was reapproved by the shareholders at last year's annual
meeting so that the plan meets the requirements of Section 162(m) such that
stock options and restricted stock granted under the plan qualify as
performance based compensation and can be excluded from the $1 million limit.
The Committee's present intention is to structure executive compensation so
that it will be fully deductible provided that such continues to be in the
best interest of the Company and its shareholders.
Submitted by the Compensation Committee of the Board of Directors
Mervin L. Trail, M.D. L. Ronald Forman
Performance Graph
The following chart provides a comparison of the cumulative total
shareholder return on the Company's Common Stock with the S&P 500 Index and
the S&P 500 Retail Specialty Index from February 23, 1993 (the date of the
Company's initial public offering) through August 31, 1996. The return values
are based on an assumed investment of $100 on February 23, 1993, and include
the reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN
[chart to go here]
Total Return for the Year
-----------------------------
February 23, August 31,
----------- -----------------------------
1993 1993 1994 1995 1996
---- ---- ---- ---- -----
Campo $100 $ 88 $ 99 $ 59 $ 20
S&P 500 100 108 113 138 164
S&P RSI 100 97 101 94 115
________________
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT
Security Holdings of Directors and Executive Officers
The following table sets forth certain information concerning the
beneficial ownership of the Common Stock of the Company by (i) each director,
(ii) each executive officer named in the Summary Compensation Table and (iii)
all directors and executive officers of the Company as a group, as of November
30, 1996, determined in accordance with Rule 13d-3 of the Securities and
Exchange Commission. Unless otherwise indicated, all shares shown as
beneficially owned are held with sole voting and investment power.
Number of Percent
Name of Beneficial Owner Shares of Class
------------------------ ------ --------
Anthony P. Campo 412,953.75(1) 7.35%
Joseph E. Campo 313,508.75(2) 5.63%
Rex O. Corley, Jr. 8,000(3) *
Barbara Treuting Casteix 1,350 *
Mervin L. Trail, M.D. 0 0
L. Ronald Forman 0 0
Charles S. Gibson 4,000(4) *
John Ross 5,800(5) *
Donald E. Galloway(6) 0 0
William M. Golden, Jr.(6) 0 0
All directors and executive officers
as a group (12) 745,612.50(7) 13.24%(8)
__________
* Less than 1%
(1) Includes 107,142.9 shares held by trusts for the benefit of Mr. Anthony
Campo's children of which Mr. Campo serves as trustee, and 25,998 shares
held by a partnership of which Mr. Campo is a partner. Also includes
6,572.82 shares, representing Mr. Campo's interest in shares held by an
LLC, of which Mr. Campo serves as a manager (the "Campo Family LLC"),
and 2,577.93 shares, representing the interest held by a trust for the
benefit of Mr. Campo's children, of which Mr. Campo serves as trustee,
in shares held by the Campo Family LLC. Also includes 50,000 shares
that Mr. Campo has the right to acquire through the exercise of stock
options that are exercisable within 60 days.
(2) Includes 107,142.9 shares held by trusts for the benefit of Mr. Joseph
Campo's children of which Mr. Campo serves as trustee. Also includes
6,572.82 shares, representing Mr. Campo's interest in shares held by the
Campo Family LLC, of which Mr. Campo serves as a manager, and 2,577.93
shares, representing the interest held by a trust for the benefit of Mr.
Campo's children, of which Mr. Campo serves as trustee, in shares held
by the Campo Family LLC.
(3) Includes 6,000 shares that Mr. Corley has the right to acquire through
the exercise of a stock option that is exercisable within 60 days.
(4) Includes 4,000 shares that Mr. Gibson has the right to acquire through
the exercise of a stock option that is exercisable within 60 days.
(5) Includes 5,000 shares that Mr. Ross has the right to acquire through the
exercise of stock options that are exercisable within 60 days.
(6) Effective July 12 and July 19, 1996, respectively, Messrs. Galloway and
Golden resigned as executive officers and members of the Board of
Directors of the Company.
(7) Includes 65,000 shares that such persons have the right to acquire
through the exercise of stock options that are exercisable within 60
days.
(8) Calculated on the basis of 5,566,906 shares outstanding at November 30,
1996 and 65,000 shares that all directors and executive officers as a
group have the right to acquire through the exercise of stock options
that are exercisable within 60 days.
Security Holdings of Certain Beneficial Owners
The following table lists those persons other than executive officers or
directors of the Company who are known by the Company to own beneficially more
than 5% of its outstanding Common Stock as of November 30, 1996. The
information set forth below is based upon information furnished by the persons
listed. Unless otherwise indicated, all shares shown as beneficially owned
are held with sole voting and investment power.
Name and Address of Beneficial Owner Number of Percent
------------------------------------ Shares of Class
------ --------
Gina Campo Morgan 342,008.76(1) 6.14%
214 Monsanto
Luling, LA 70070
Carol Campo Timphony 267,858(2) 4.80%
127 Highway 22 East, N-7
Madisonville, LA 70447
Paul M. Campo 302,858(3) 5.44%
300 Clearview Pkwy.
Metairie, LA 70006
Dimensional Fund Advisors, Inc.. 314,800(4) 5.65%
1299 Ocean Avenue, 11th Fl.
Santa Monica, CA 90401
Pioneering Management Corporation 320,000 5.75%
60 State Street, 18th Floor
Boston, MA 02109
__________
(1) Includes 71,428.6 shares held by trusts for the benefit of Ms. Morgan's
children of which Ms. Morgan serves as trustee. Also includes 7,432.32
shares, representing Ms. Morgan's interest in shares held by the Campo
Family LLC, of which Ms. Morgan serves as a manager, and 1,718.44
shares, representing the interest held by a trust for the benefit of Ms.
Morgan's children, of which Ms. Morgan serves as trustee, in shares held
by the Campo Family LLC.
(2) Includes 35,714.3 shares held by a trust for the benefit of Ms.
Timphony's child of which Ms. Timphony serves as trustee.
(3) Includes 35,714.3 shares held by a trust for the benefit of Mr. Paul
Campo's child of which Mr. Campo serves as trustee.
(4) Held as of December 31, 1995 in portfolios of DFA Investment Dimensions
Group Inc. (the "Fund"), a registered open-end investment company, in
series of The DFA Investment Trust Company (the "Trust"), a Delaware
business trust, or the DFA Group Trust and the DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans, for all
of which Dimensional Fund Advisors Inc. ("Dimensional") serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares. Includes 94,800 shares as to which Dimensional shares
voting power with certain officers of Dimensional who also serve as
officers of the Fund and the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to September 1991, the Company was controlled by Mr. Tony Campo,
father of Anthony P. Campo and Joseph E. Campo, and his seven children (the
"Campo Family"). From September 1991 until the Company's initial public
offering on February 23, 1993, the Company was controlled by the Campo Family.
On September 1, 1991, the Company and Mr. Tony Campo entered into
certain agreements pursuant to which (i) Mr. Tony Campo cancelled $4,676,520
of Company indebtedness to him, (ii) the Company redeemed all of Mr. Tony
Campo's stock in the Company for its $5,611,144 promissory note (the "Note")
and (iii) Mr. Tony Campo entered into a non-competition and personal services
agreement with the Company providing for aggregate monthly payments of
approximately $11,690 to him over ten years. The value of Mr. Tony Campo's
interest in the Company was determined by appraisal. A portion of this value
was allocated to the personal services contract and the non-competition
agreement based on (i) management's estimate of the amount that it would be
required to pay for comparable public relations and marketing services, and
(ii) management's estimate of the value to the Company of preventing Mr. Tony
Campo from competing with it in the marketplace, respectively. The remainder
of the appraised value of Mr. Tony Campo's interest in the Company was
allocated to the redemption price. On April 29, 1994, the Company paid
$2,769,678 to Mr. Tony Campo with proceeds from the Company's secondary
offering to pay off the remaining balance of the Note. The 410,714 shares of
treasury stock which were being held as collateral for the note, were then
cancelled.
The Company leases one store from Mr. Tony Campo and it subleases one
store from Campo Appliance Co. of Clearview, Inc. ("Clearview"), a corporation
wholly-owned by Mr. Tony Campo. The Company believes that its lease payments
under the lease and sublease are at fair market rental rates. The sublease
requires lease payments identical to the payments required by the underlying
lease which is with an unrelated third party lessor. For fiscal 1996, the
Company paid aggregate rental payments under this lease and sublease of
approximately $161,000.
Prior to October 1, 1995, Ms. Casteix was the managing partner of
Cleveland, Barrios, Kingsdorf & Casteix, which served as general counsel to
the Company, and since October 1, 1995, Ms. Casteix has been the managing
partner of Barrios, Kingsdorf & Casteix, which serves as general counsel to
the Company. The Company paid an aggregate of $173,000 during fiscal 1996 to
these two firms for legal services rendered.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
CAMPO ELECTRONICS, APPLIANCES AND
COMPUTERS, INC
Dated: December 30, 1996 By: /s/ Wayne J. Usie
---------------------------------
Wayne J. Usie
Chief Financial Officer
and Secretary
