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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended March 31, 1997. Commission file number I-12870
COLD METAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
New York 16-1144965
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8526 South Avenue, Youngstown, Ohio 44514
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 758-1194
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Shares New York Stock Exchange, Inc.
Par Value $.01
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(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
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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 common shares, $.01 par value, held by
nonaffiliates of the registrant as computed by reference to the closing price on
the New York Stock Exchange on June 13, 1997 was $19,174,375.
The number of shares of Registrant's Common Stock, par value $.01 per share,
outstanding as of June 13, 1997 was 7,162,250.
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This instrument constitutes Amendment No. 1 to Form 10-K for the fiscal year
ended March 31, 1997. Item 12 of Form 10-K for the fiscal year ended March 31,
1997 as previously filed with the Securities and Exchange Commission is hereby
amended and restated to read in its entirety as follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN BUSINESS RELATIONSHIPS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of May 31, 1997 by (i) each
Director, (ii) Chief Executive Officer and each of the five other Executive
Officers of the Company who were highest paid, (iii) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock and (iv) all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned (1) (8) (9) (10)
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Name of Beneficial Owner Number Percent
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<S> <C> <C>
Management
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R. Quintus Anderson (2)(3) ................................ 3,676,000 51.3
James R. Harpster (2)(4) ................................. 240,050 3.3
Gordon A. Wilbur (2)(4) .................................. 179,300 2.5
Allen R. Morrow (4)(5) ................................... 92,900 1.3
John E. Sloe (5) .......................................... 1,000 *
Jack Watson (4)(5) ....................................... 15,000 .2
Heidi A. Nauleau (2)(4)(6) .............................. 7,700 .1
Wilbur J. Berner (7) ...................................... 20,000 .3
Claude F. Kronk (4)(7) ................................... 12,000 .2
Robert D. Neary (4)(7) ................................... 15,000 .2
Edwin H. Gott, Jr. (7) .................................... 13,000 .2
Peter Sullivan (7) ........................................ 1,500 *
All Directors and Executive Officers as a group
(13 persons) (3)(4) ...................................... 4,288,450 58.8
Others
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FMR Corp. (8) ............................................. 716,200 10.0
82 Devonshire Street
Boston, MA 02109
T. Rowe Price Associates, Inc. (9) ........................ 524,700 7.3
100 E. Pratt Street
Baltimore MD 21202
Quaker Capital Management Corp. (10) ...................... 475,000 6.6
The Arrott Building
401 Wood Street, Suite 1300
Pittsburg, PA 15222-1824
</TABLE>
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(1) The named shareholders have sole voting and investment power with respect
to all shares shown as being beneficially owned by them, except as
otherwise indicated.
(2) Is a Director and an Executive Officer of the Company.
(3) Includes 3,662,500 shares of Common Stock owned of record by Aarque Capital
Corporation, which was founded and is controlled by R. Quintus Anderson.
Mr. Anderson is able to direct all decisions regarding investment and
voting of the shares of the Company's Common Stock owned by Aarque Capital
Corporation. The address of Mr. Anderson and Aarque Capital Corporation is
111 West Second Street, Jamestown, New York 14702.
(4) Pursuant to grants under the Company's 1994 Incentive Program, the
following named Executive Officers have options exercisable before
September 25, 1997 to purchase the following numbers of shares of the
Company's Common Stock at the exercise price of $10 per share: Mr. Harpster
- 30,000; Mr. Wilber - 22,500; Mr. Morrow - 15,000; Mr. Watson - 15,000.
Pursuant to grants under the Company's Non-Employee Directors' Incentive
Plan each of Messrs Kronk, Neary and Berner has a presently exercisable
option to purchase 10,000 shares of the Company's Common Stock at the
exercise price of $10 per share. Mrs. Nauleau, Secretary and a Director,
has a presently exercisable option to purchase 7,500 shares at the same
price, issued pursuant to the Company's 1994 Incentive Program. Beneficial
ownership shown includes all shares covered by options exercisable before
September 25, 1997 issued to Directors or officers of the Company.
(5) Is an Executive Officer of the Company.
(6) Excludes shares owned by Aarque Capital Corporation or R. Quintus Anderson.
Mrs. Nauleau is the daughter of Mr. Anderson. She disclaims beneficial
ownership of shares owned by Aarque Capital Corporation or Mr.Anderson
(7) Is a Director of the Company.
(8) According to a Schedule 13G/A Fidelity Low-Price Stock Fund, an investment
company affiliated with FMR Corp. owned 536,300 or 7.49% of Company's
outstanding shares on December 31, 1996. FMR Corp. and its affiliates have
the power to direct the disposition of 716,200 shares but do not have the
sole power to vote any shares of the Company's Common Stock.
(9) According to a Form 13G/A, these securities are owned by various individual
and institutional investors which T. Rowe Price Associates, Inc. (Price
Associates) serves as investment adviser with power to direct investments
and/or sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is
deemed to be a beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact, the beneficial owner of
such securities.
(10) According to a Form 13G/A, the shares indicated as beneficially owned are
owned by various investment advisory clients over which Quaker Capital
Management Corporation has discretionary authority. Quaker Capital
Management Corporation shares voting and dispositive power over all of such
shares and disclaims beneficial ownership of any such shares.
* Less than 0.1%
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below, as of July 30, 1997, by the following persons
on behalf of the Registrant by the undersigned as duly authorized
representative.
COLD METAL PRODUCTS, INC.
(Registrant)
/s/ John E. Sloe Vice President, Chief Financial Officer
- -------------------------- (Principal Financial and Accounting Officer)
John E. Sloe
