<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Act of
1934 for the Fiscal Year Ended August 31, 1994 or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______________ to
________________.
Commission File Number 1-5034
CORE INDUSTRIES INC
(Exact Name of Registrant as Specified in its Charter)
Nevada 38-1052434
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P. O. Box 2000, Bloomfield Hills, Michigan 48304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 642-3400
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock New York Stock Exchange
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 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]
As of October 31, 1994, 9,808,992 common shares were outstanding, and the
aggregate market value of the common shares held by nonaffiliates of the
Registrant (based upon the closing sale price of $9 for these shares on the New
York Stock Exchange) was approximately $88 million.
Specific portions of the following documents are incorporated herein by
reference in the Parts hereof indicated, and only such specific portions are to
be deemed filed as part of this report:
DOCUMENT PARTS
1994 Annual Report of Registrant I, II, IV
1994 Notice of Annual Meeting and Proxy Statement of Registrant III
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
3(a) Restated Certificate of Incorporation of Company and amendments thereto**
3(b) By-Laws, as amended, of the Company**
10(a) 1991 Director Discounted Stock Option Plan**
10(b) 1988 Director Discounted Stock Option Plan (Incorporated by reference to Appendix B to Company's Proxy Statement dated
November 23, 1988 filed pursuant to Regulation 14)
10(d) Preferred Share Purchase Rights (Incorporated by reference to Company's Form 8-K Report dated September 28, 1988)
10(e) Deferred Compensation for Non-Employee Directors**
10(f) Employment Agreement dated March 3, 1992 between the Company and David R. Zimmer**
10(g)(1) 9.75 Percent Note Agreement dated August 1, 1987 between the Company and The Northwestern Mutual Life Insurance
Company**
10(g)(2) Amendment dated as of March 15, 1989 to the Agreement dated August 1, 1987 between the Company and The Northwestern
Mutual Life Insurance Company**
10(g)(3) Amendment dated as of March 15, 1989 to the Agreement dated August 1, 1987 between the Company and The Northwestern
Mutual Life Insurance Company**
10(h)(1) 10.02 Percent Note Agreements dated as of March 15, 1989 between the Company and The Northwestern Mutual Life Insurance
Company/Allstate Life Insurance Company**
10(h)(2) Amendment dated as of March 15, 1992 to the Agreement dated as of March 15, 1989 between the Company and The
Northwestern Mutual Life Insurance Company/Allstate Life Insurance Company**
10(i) 1993 Performance Incentive Plan (Incorporated by reference to Appendix A to Company's Proxy Statement dated November
23, 1993 filed pursuant to Regulation 14)
10(j) 1993 Stock Bonus Plan (Incorporated by reference to Appendix A to Company's Proxy Statement dated November 23, 1993
filed pursuant to Regulation 14)
*11 Calculations of Earnings Per Share
*13 Financial Statements included in Annual Report to Stockholders
*21 Subsidiaries of the Company
*23 Consent of Coopers & Lybrand L.L.P. relating to Financial Statement Schedules
***27 Financial Data Schedule
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**Incorporated by reference to the 1992 10-K
*Previously filed
***Filed herewith
NOTE: The Exhibits attached to this report will be furnished to requesting
security holders upon payment of a reasonable fee to reimburse the
Company for expenses incurred by the Company in furnishing such
Exhibits.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> AUG-31-1994 AUG-31-1994
<PERIOD-START> JUN-01-1994 SEP-01-1993
<PERIOD-END> AUG-31-1994 AUG-31-1994
<CASH> 14,643,000 14,643,000
<SECURITIES> 0 0
<RECEIVABLES> 48,404,000 48,404,000
<ALLOWANCES> (960,000) (960,000)
<INVENTORY> 48,863,000 48,863,000
<CURRENT-ASSETS> 113,785,000 113,785,000
<PP&E> 63,761,000 63,761,000
<DEPRECIATION> (36,377,000) (36,377,000)
<TOTAL-ASSETS> 156,387,000 156,387,000
<CURRENT-LIABILITIES> 31,084,000 31,084,000
<BONDS> 41,608,000 41,608,000
<COMMON> 11,219,000 11,219,000
0 0
0 0
<OTHER-SE> 67,798,000 67,798,000
<TOTAL-LIABILITY-AND-EQUITY> 156,387,000 156,387,000
<SALES> 55,274,000 219,454,000
<TOTAL-REVENUES> 55,274,000 219,454,000
<CGS> 38,238,000 154,278,000
<TOTAL-COSTS> 49,998,000 46,773,000
<OTHER-EXPENSES> (121,000) (2,223,000)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,148,000 4,570,000
<INCOME-PRETAX> 4,249,000 16,056,000
<INCOME-TAX> 1,740,000 6,050,000
<INCOME-CONTINUING> 2,509,000 10,006,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,509,000 10,006,000
<EPS-PRIMARY> .25 1.02
<EPS-DILUTED> .25 1.02
</TABLE>
