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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
(Mark one)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-21670
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CARDINAL REALTY SERVICES, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-4427382
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6954 AMERICANA PARKWAY
REYNOLDSBURG, OHIO 43068
(Address of principal executive offices including zip code)
(614) 759-1566
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: SHARES OF COMMON
STOCK, NO PAR VALUE
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 [ ]
As of March 28, 1997 aggregate market value of voting stock held by
non-affiliates (based on total shares outstanding reduced by the number of
shares held by directors, officers, and other affiliates) of the Registrant was
$91,050,152 based on the closing price reported on the Nasdaq National Market
tier of the Nasdaq Stock Market.
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES X NO
As of March 28, 1997 there were 4,445,531 shares of Common Stock outstanding.
The following document is incorporated herein by reference: None
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<PAGE>
PRELIMINARY STATEMENT
This Form 10-K/A is being filed by Cardinal Realty Services, Inc. (the
"Company") in order to correct certain inaccuracies previously reported in two
tables of statistical information under the sub-headings of "Wholly Owned
Properties" and "Syndicated Properties" in Part I, Item 1 Business - The
Company's Business on pages 10 and 12 of its previously filed Annual Report on
Form 10-K for its fiscal year ended December 31, 1996 (the "1996 Form 10-K"),
and part (b) under the sub-heading "Compliance with Section 16 of the Exchange
Act" in Part III, Item 10 Directors and Executive Officers of the Registrant on
page 36 of the 1996 Form 10-K. In particular, the following three line items in
each of the above-referenced tables of statistical information included
quarterly instead of monthly figures: Property-Operating Expenses/Unit/Month,
Capital and Maintenance/Unit/Month and Real Estate Taxes/Unit/Month. In addition
certain information required to be disclosed under the sub-heading "Compliance
with Section 16 of the Exchange Act" was erroneously omitted. In accordance with
the rules of the Securities and Exchange Commission, the Company has amended and
restated the statistical information portion of the two tables under the
sub-headings of "Wholly Owned Properties" and "Syndicated Properties" in Part I,
Item 1 Business - The Company's Business on pages 10 and 12 of the 1996 Form
10-K, and part (b) under the sub-heading "Compliance with Section 16 of the
Exchange Act" in Part III, Item 10 Directors and Executive Officers of the
Registrant on page 36 of the 1996 Form 10-K under cover of this Form 10-K/A.
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<PAGE>
Part I, Item 1 Business. The statistical information portion of the two
tables in the subsection entitled "The Company's Business" and the subheadings
of "Wholly Owned Properties" and "Syndicated Properties" included in the Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 is hereby
amended and restated as follows.
Wholly Owned Properties
<TABLE>
<CAPTION>
Quarter Ending Year Year
------------------------------------------------------- Ending Ending
March 31, June 30, Sept. 30, Dec. 31, Dec. 31, Dec. 31,
1996 1996 1996 1996 1996 1995
----------- ----------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Statistical information
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Properties at end of period................. 114 114 114 113 113 116
Average Units............................... 8,777 8,587 8,574 8,568 8,626 8,777
Ave Economic Occupancy...................... 89.7% 92.5% 91.0% 91.1% 91.1% 91.8%
Ave Rent Collected/Unit/Month .............. $378 $385 $389 $396 $387 $366
Property - Operating Expenses/Unit/Month.... $144 $145 $149 $154 $148 $142
Capital & Maintenance/Unit/Month............ $27 $39 $31 $36 $33 $38
Real Estate Taxes/Unit/Month................ $32 $32 $32 $31 $32 $30
Property - Operating Expense Ratio.......... 37.3% 36.4% 37.1% 37.6% 37.1% 37.9%
</TABLE>
Syndicated Partnerships
<TABLE>
<CAPTION>
Quarter Ending Year Year
------------------------------------------------------- Ending Ending
March 31, June 30, Sept. 30, Dec. 31, Dec. 31, Dec. 31,
1996 1996 1996 1996 1996 1995
----------- ----------- ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Statistical information
- -----------------------
Properties at end of period................. 414 414 414 409 409 415
Average Units............................... 26,197 26,197 26,197 26,084 26,162 26,374
Ave Economic Occupancy...................... 91.2% 92.4% 92.7% 92.9% 92.4% 91.9%
Average Rent Collected/Unit/Month .......... $377 $385 $390 $395 $387 $369
Property - Operating Expenses/Unit/Month.... $151 $146 $152 $155 $151 $147
Capital & Maintenance/Unit/Month............ $34 $35 $42 $62 $43 $49
Real Estate Taxes/Unit/Month................ $30 $30 $29 $30 $30 $29
Property - Operating Expense Ratio.......... 39.1% 36.9% 37.7% 37.9% 37.9% 39.1%
</TABLE>
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Part III, Item 10. The subsection entitled "COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT" included in the Annual Report on Form 10-K for the
year ended December 31, 1996 is hereby amended and restated as follows.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock, to
file initial statements of beneficial ownership (Form 3), and statements of
changes in beneficial ownership (Forms 4 or 5) of Common Stock of the Company
with the Securities and Exchange Commission (the "SEC"). Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all such forms they file.
To the Company's knowledge, based on its review of the copies of such
forms received by it, or written representations from certain reporting persons
that no additional forms were required for those persons, the Company believes
that during the previous fiscal year, all filing requirements applicable to its
officers, directors, and greater than 10% beneficial owners were complied with
except as follows. In August 1996, Messr. Patrick M. Holder received shares of
restricted Common Stock in connection with the Company's acquisition of Lexford
Properties, Inc., some of which shares are subject to forfeiture, and the
appropriate Form 4 was not filed on his behalf within the required time period.
In January 1997, options were granted to Messrs. Michele R. Souder and Ronald P.
Koegler and the appropriate Form 4 was not filed on their behalf within the
required time period. Forms 4 for Messrs. Holder, Souder and Koegler were filed
promptly after the failure to file such forms was discovered.
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SIGNATURES
Pursuant to requirements of Rule 12b-15 under the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
CARDINAL REALTY SERVICES, INC.
(Registrant)
Date: April 14, 1997 By: /s/ John B. Bartling, Jr.
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John B. Bartling, Jr., President and
Chief Executive Officer
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