SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 K/A
_x_ Amendment No. 1 to 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.
PST VANS, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Utah 0-25506 87-0411704
------------- --------------------- -------------------
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) Identification No.)
1901 West 2100 South
Salt Lake City, Utah 84119
------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (801) 975-2500
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
--------------
Common Stock, $.001 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 the 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 Common Stock held by non affiliates of
the Registrant, based upon the closing sale price of the Common Stock on the
NASDAQ National Market System on March 26, 1997 was approximately $6,488,000.
Shares of Common Stock held by each officer and director and by each person
who may be deemed to be an affiliate have been excluded.
As of March 24, 1997, the Registrant had 4,227,215 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
The Company's Annual Report on Form 10-K is hereby amended to include
Items 10 through 13 because the Company's Proxy Statement will not be filed
within the 120 day period required by the instructions to Form 10-K.
PART III
Item 10. Directors and Executive Officers
The directors and executive officers of the Company are as follows:
Name Age Position
- -------------------- --- ----------------------------------------------
Kenneth R. Norton 55 Chairman of the Board, Chief Executive Officer
Robert D. Hill 45 President, Chief Operating Officer and Director
Neil R. Vos 52 Chief Financial Officer
Charles A. Lynch 69 Director
James F. Redfern 52 Director
KENNETH R. NORTON has been Chairman of the Board and Chief Executive
Officer of the Company since January 1990. His current term as director ends
in 1998. Mr. Norton has over 30 years of experience in the trucking industry.
From 1975 to 1984, Mr. Norton was Chairman and Chief Executive Officer of
Western Express, a truckload carrier which he owned and sold to Ryder Systems
in 1984. Mr. Norton formed Interstate Contract Carrier Corporation and served
as its Chairman and Chief Executive Officer until 1975. In 1965, Mr. Norton
formed Crete Carrier Corporation and served as its President and Chief Executive
Officer until 1971.
ROBERT D. HILL has been President and Chief Operating Officer of the
Company since August 1991. From 1989 to 1991, Mr. Hill served as President of
Cherokee Transportation Inc., a truckload carrier. From 1987 to 1989, Mr. Hill
served as Vice President/General Manager of Builders Transport, Inc., a truck-
load carrier. From 1983 to 1987, Mr. Hill was Vice President of Operations
and Vice President of National Accounts, Sales and Marketing of Ryder Systems,
a truckload carrier. From 1974 to 1983, Mr. Hill was a Regional Vice President
of Interstate Contract Carrier Corporation, a truckload carrier which was
acquired by Ryder Systems in 1983. Mr. Hill has served as a director of the
Company since September 1991 and his current term ends in 1999.
NEIL R. VOS has been Chief Financial Officer of the Company since December
1996. Mr. Vos joined the Company in September 1995 serving as Vice President
of Fuel and Maintenance until his appointment as Chief Financial Officer. From
1993 to 1995, Mr. Vos served as an accounting manager with a federal government
agency. From 1989 to 1993, Mr. Vos served as an independent consultant to
government agencies and financial institutions. Mr. Vos is a certified public
accountant, has been Chief Executive Officer and Chief Financial Officer of a
diagnostic laboratory and pharmaceutical manufacturing company, and has been
employed by a national public accounting firm.
CHARLES A. LYNCH has been a director of the Company since March 1995, and
his current term as director ends in 1998. Mr. Lynch has been the Chairman of
Fresh Choice, Inc., a casual, upscale restaurant chain, since March 1995. From
1989 to March, 1995, Mr. Lynch served as the Chairman of Market Value Partners
Company, a company that invests equity and management into underperforming and
emerging businesses. Mr. Lynch has also previously served as Chairman and
Chief Executive Officer of DHL Airways, Inc., an express courier, and as a
<PAGE>
director of Southern Pacific Transportation Company, Greyhound Lines, Inc. and
Consolidated Freightways. Mr. Lynch is currently a director of Nordstrom, Inc.,
Pacific Mutual Life Insurance Company and Fresh Choice, Inc.
JAMES F. REDFERN has been a litigation consultant to Sullivan & Cromwell,
a law firm, and the United States Senate since August 1993. From 1990 to August
1993, Mr. Redfern served as an independent consultant to various banks and
corporations. From 1983 to 1990, Mr. Redfern served as Executive Vice Presi-
dent, Senior Credit Officer and Chairman of the Credit Committee at Carteret
Savings Bank, F.A. Mr. Redfern has served as a director of the Company since
March 1995 and his current term ends in 1999.
Messrs. Norton and Hill were executive officers of the Company when the Company
filed for reorganization under Chapter 11 of the United States Bankruptcy Code
in June 1993. A Plan of Reorganization for the Company was subsequently
confirmed in February 1994.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors to file initial reports of ownership and reports of changes in
ownership with the SEC. Executive officers and directors are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, there were four late filings in 1996. Neil Vos filed a late Form 3,
Ken Norton filed a late Form 4 relating to five transactions, and Charles A.
Lynch and James F. Redfern each filed one late report on Form 5 relating to
two transactions.
Item 11. Executive Compensation
The following table provides certain summary information concerning the
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other executive officers whose salary
and bonus exceeded $100,000 (collectively, the "Named Executive Officers") for
the years ended December 31, 1996, 1995 and 1994.
Annual Compensation Long Term Compensation
--------------------- ------------------------
Options All Other
Name and Position Year Salary Bonus(1) Granted Compensation(2)
- --------------------- ---- ------------ ---------- ------- ---------------
Kenneth R. Norton 1996 $ 281,500 $ 0 0 0
Chairman and Chief 1995 280,400 24,375 0 0
Executive Officer 1994 256,730 158,750 0 872
Robert D. Hill 1996 206,050 29,615 0 0
President and Chief 1995 204,231 24,375 67,500 0
Operating Officer 1994 154,855 158,750 0 872
___________________________
(1) The Company maintains an incentive bonus program for its executive
officers. Under this program, executive officers earn quarterly bonuses
based on the operating performance of the Company.
(2) Amounts shown reflect contributions made by the Company for the benefit
of the Named Executive Officers under the Company's 401(k) Profit Sharing
Plan.
<PAGE>
Option Grants in Last Fiscal Year
The Company did not grant any stock options or stock appreciation rights
during the year ended December 31, 1996.
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
The following table sets forth information with respect to the aggregate
value of unexercised options to acquire shares of the Common Stock held by the
Named Executive Officers on December 31, 1996. No options were exercised by
the Named Executive Officers during the year ended December 31, 1996.
Number of Value of Unexercised
Unexercised Options In-the-Money Options at
at FAA-End(#) FAA-End($)(2)
------------------- -----------------------
Exercisable(1)/ Exercisable/
Name Unexercisable Unexercisable
- --------------------------- ------------------- -----------------------
Kenneth R. Norton 0/0 ---/---
Robert D. Hill 13,500/54,000 $0/$0
___________________________
(1) Includes options exercisable within 60 days of the end of the Company's
fiscal year.
(2) Calculated based on the difference between the exercise price and the
price of a share of the Company's Common Stock on December 31, 1996. The
closing sale price of the Common Stock of the Company on December 31, 1996
was $2.75 as reported on the NASDAQ Stock Market.
Change in Control Agreements
The Company has entered into an agreement with Robert D. Hill, the
Company's President and Chief Operating Officer, which provides that the
Company will pay Mr. Hill a severance payment equal to his current annual base
salary plus the amount of bonus paid to him in the previous year if Mr. Hill's
employment terminates following a change in control of the Company.
Compensation Committee Interlocks
James F. Redfern and Charles A. Lynch were members of the Compensation
Committee.
Director's Compensation
Each non-employee member of the Board of Directors receives an annual fee
of $25,000, plus $1,000 per Board meeting attended, as compensation for his
services. Annual grant of 2,000 options are made to non-employee members of
the Board of Directors under the formula award provisions of the Company's
Incentive Plan. No separate compensation is paid for attendance at committee
meetings. All directors are also reimbursed for certain expenses in connection
with attendance at Board and committee meetings.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of March 31, 1996, information with
respect to the Company's Common Stock owned beneficially by each director, by
each Named Executive Officer, by all directors and executive officers as a
group and by each person known by the Company to be a beneficial owner of more
than 5% of the outstanding Common Stock of the Company. Unless otherwise noted,
each person named has sole voting and investment power with respect to the
shares indicated.
Amount and Nature of Percentage of
Name and Address of Beneficial Owners Beneficial Ownership Class (1)
- ------------------------------------- -------------------- -------------
Kenneth R. Norton (2) 1,446,773(3) 34.2%
1901 West 2100 South
Salt Lake City, Utah 84119
The Bank of New York
One Wall Street
New York, New York 10286 774,000 18.3%
C. Marvin May
P.O. Box 9039 254,500(4) 6.0%
Salem, Oregon 97305
Robert D. Hill (2) 24,195(5) *
Charles A. Lynch (2) 4,800(6) *
James F. Redfern (2) 7,667(7) *
All directors and Executive Officers
as a group (5 persons) 1,484,251(8) 34.9%
______________________
* Less than 1%.
(1) Based on total outstanding shares of 4,227,215 as of March 24, 1997.
(2) Director.
(3) Includes shares held as Custodian for Mr. Norton's grandsons and shares
owned by Mr. Norton's spouse.
(4) The shares are held by MaleCo, an Oregon general partnership, of which
C. Marvin May is the managing partner.
(5) Includes 22,000 shares issuable upon exercise of presently exercisable
options.
(6) Includes 2,000 shares owned by Mr. Lynch's spouse and 2,000 shares issuable
upon presently exercisable
options.
(7) Includes 2,667 shares issuable upon exercise of presently exercisable
options.
(8) Includes 26,677 shares issuable upon exercise of presently exercisable
options.
<PAGE>
Item 13. Certain Relationships and Related Transactions
The information set forth herein briefly describes transactions between
the Company and certain affiliated parties. The Company believes that the
terms of the following transactions are comparable to the terms that could be
obtained from an unaffiliated third party for similar transactions.
In connection with the Company's Plan of Reorganization, the Company entered
into a Revolving Loan Agreement (the "Loan Agreement") with The Bank of New
York, an 18% shareholder of the Company, on March 7, 1994, pursuant to which
The Bank of New York agreed to extend credit to the Company by making advances
to the Company and by issuing letters of credit for the account of the Company
up to the maximum aggregate principal amount of $9.5 million. As of December
31, 1996, letters of credit totaling $8.75 million were outstanding under the
Loan Agreement. Under the terms of the Loan Agreement, the Company must pay a
1% annual fee on the undrawn letters of credit and any unused portion of the
$9.5 million commitment. During 1996, the Company paid approximately $100,765
in interest and fees under the Loan Agreement.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No.1 on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on April
30, 1997.
NACO INDUSTRIES, INC.
By: /s/ Neil R. Vos
-----------------------
Chief Financial Officer
