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 (FEE REQUIRED)
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 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
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Commission File Number: 1-8490
ALAMCO, INC.
(Exact name of registrant as specified in its charter)
Delaware 55-0615701
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
200 West Main Street, Clarksburg, WV 26301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 623-6671
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
----------------------------- ----------------------
Common Stock - Par Value $.10 per share American 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 )
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the closing sale price of such stock on the American
Stock Exchange as of February 18, 1997, is set forth below:
Aggregate Market Value of the
Registrant's Voting Stock Held
Class of Stock By Non-Affiliates
--------------------------------- ------------------------------
Common Stock, $.10 par value $65,338,154
The number of shares outstanding of the registrant's Common Stock as of
February 18, 1997 is 4,766,275 shares.
--------------------------------------------------
The purpose of this Amendment No. 1 on Form 10-K/A of Alamco, Inc. for the
year ended December 31, 1996, is to include Item Numbers 10, 11 and 12 of Part
III in the Form 10-K/A. This information was expected to be filed with the
Registrant's definitive Proxy Statement and incorporated by reference as stated
in the 10-K. However, due to a delay in the Registrant's Annual Meeting, the
information is being filed herewith.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding the Directors of the Company is set forth below:
DIRECTORS OF THE COMPANY
Shares of
Common Stock
Beneficially Owned Percent of
Name and Director Term Ex- (As of March 1, Common Stock (as of
Principal Occupation<1> Age Since piration 1997) March 1, 1997)
James H. Weber 63 1993 1997 6,373 *
Business and Financial
Consultant and Former
Executive Partner for
Coopers & Lybrand<2>
Richard R. Hoffman 46 1988 1997 141,429<3> 3%
Executive Vice President
and Chief Operating
Officer of the
Company
Robert S. Maust 59 1987 1998 25,414<4><5> *
Chairperson,
Dept. of Accounting,
College of Business and
Economics,
West Virginia University
Thomas M. Levine 47 1995 1998 2,290 *
Executive Vice President,
Fostin Capital Corp.
(a venture capital
investment management
company)<6>
Stephen L. Barr 45 1989 1999 11,250<4> *
Managing Director,
Chase Securities, Inc.
John L. Schwager 48 1986 1999 126,476<7> 2.7%
Chief Executive Officer
and President of the
Company
</End Table>
* Denotes less than 1% ownership interest.
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<F1> Except as otherwise indicated, each nominee and director has held
the principal occupation listed by his name during the last five
years.
<F2> Mr. Weber, elected as a Director in December 1993, retired from
Coopers & Lybrand accounting firm in 1993 as Executive Partner, and
has been serving as a business and financial consultant since then.
<F3> The number of shares of common stock, par value $.10 per share, of
the Company ("Common Stock") beneficially owned by Mr. Hoffman in-
cludes 135,000 shares which he has the right to acquire upon the
exercise of currently exercisable stock options and 2,929 shares
that have been allocated to his account under the Alamco, Inc.
Savings and Protection Plan.
<F4> Shares beneficially owned by Messrs. Maust and Barr include 2,000
shares and 1,200 shares, respectively, which each such director has
the right to acquire upon the exercise of stock options under the
Alamco, Inc. 1982 Outside Directors' Stock Option Plan. The per
share average exercise price of such options held by Messrs. Maust
and Barr are $3.325 and $3.667, respectively. Such options have
expiration dates ranging from November 7, 1997 to November 7, 2001.
See "DIRECTORS OF THE COMPANY - DIRECTOR'S COMPENSATION-STOCK OP-
TIONS".
<F5> The shares beneficially owned by Mr. Maust include 1,200 shares
held as joint tenant with his wife, 100 shares held in trust with
Mr. Maust as the trustee and as to which Mr. Maust has sole voting
control, and 1,000 shares held in trust for Mr. Maust's son, as to
which Mr. Maust has sole voting control.
<F6> Mr. Levine has held this position since 1982. He also serves as
general partner of several venture capital partnerships of which
Fostin is the managing general partner. Mr. Levine was elected to
the Board on March 23, 1995 and is also a member of the Board of
Directors of DMI Furniture, Inc., a public company.
<F7> The number of shares of Common Stock beneficially owned by Mr.
Schwager includes 40,000 shares which he has the right to acquire
upon the exercise of currently exercisable stock options, 120
shares held jointly with his wife, 41,100 shares held by his wife,
which ownership Mr. Schwager disclaims, and 4,605 shares that have
been allocated to his account under the Alamco, Inc. Savings and
Protection Plan.
There are no family relationships among the directors and executive
officers of the Company.
EXECUTIVE OFFICERS
Incorporated by reference from Part I of the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the American Stock
Exchange. Officers, directors and holders of more than 10% of the Common Stock
are required by regulations promulgated by the Commission pursuant to the
Exchange Act to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, the
Company believes that since January 1, 1996, all Section 16(a) filing
requirements applicable to its directors, officers and greater than 10%
beneficial owners were met.
Item 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth in summary form the compensation received
during each of the Company's last three completed fiscal years by the Chief
Executive Officer ("CEO") of the Company and the other executive officer of the
Company whose total salary and bonus exceeded $100,000 in 1996.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Long-Term
Other Compensation All
Name and Annual Awards Other
Principal Salary Bonus Compensation Compensation
Securities
Position Year ($) ($) ($) Underlying ($)
Options (#)
John L. Schwager 1996 188,500<1> 90,000<2> 296,740<3> 6,745<4>
President and 1995 168,500 194,999<5> 47,755<6> 6,259<4>
Chief Executive Officer 1994 146,000 30,000<7> 31,250<8> 7,900<9> 6,123<4>
Richard R. Hoffman
Executive Vice 1996 113,500<10> 35,000<11> 18,000<12> 6,568<13>
President and 1995 107,500 50,000<11> 16,500<12> 5,699<13>
Chief Operating Officer 1994 90,000 20,000<11> 16,000<12> 4,989<13>
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<F1> Under the Schwager Employment Agreement (as hereinafter defined) the
Company paid Mr. Schwager a minimum base salary of $188,500 for 1996, as
well as certain Company-provided benefits. See "EXECUTIVE COMPENSATION -
EMPLOYMENT AGREEMENTS".
<F2> During 1996, Mr. Schwager was paid a bonus on each of May 31, June 30 and
August 31 of $30,000 each, triggered by the market price of the Company's
Common Stock averaging $9.00 per share, $10.00 per share and $11.00 per
share, respectively, over a 60 consecutive trading day period. See
"EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS".
<F3> Mr. Schwager received $12,000 in annual retainer fees, $15,000 in chair-
man fees and $6,000 in meeting fees as a Director. Additionally, upon
the exercise of stock options under Stock Option Agreements dated
December 13, 1990, and November 10, 1993, he was paid $263,740 in July
1996 as additional compensation for reimbursement of increased income
taxes based on the amount by which the tax liability of the Company was
reduced.
<F4> In 1996, the Company contributed $2,612 in cash and 367 shares of Common
Stock, including reallocated forfeitures to the Alamco, Inc. Savings and
Protection Plan (the "401(k) Plan") on Mr. Schwager's behalf. In 1995,
$2,494 in cash and 471 shares of Common Stock were contributed by the
Company. The 1994 amount includes contributions made by the Company, as
well as reallocated forfeitures, under the 401(k) Plan of $2,495 in cash
and 539 shares of Common Stock.
<F5> Bonus related to the Columbia Gas Transmission Corporation litigation
settlement of $100,000 in cash and 4,179 shares of Common Stock as of the
date of the award ($34,999). Additionally, on October 31, 1995, and July
31, 1995, Mr. Schwager was granted bonuses of $30,000 each, triggered by
the market price of the Company's Common Stock averaging $8.00 per share
and $7.00 per share, respectively, over a 60 consecutive trading day
period. SEE "EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS".
<F6> Represents Director's fees which were paid as follows: $12,000 annual
retainer, $15,000 chairman fees and $4,500 meeting fees. The Company
paid $16,255 to Mr. Schwager as additional compensation in November, 1995
upon his exercise of certain stock options under the terms of the Stock
Option Agreement dated November 1, 1994, as reimbursement for increased
income taxes based on the amount by which the tax liability of the
Company was reduced.
<F7> Mr. Schwager received a $30,000 bonus for the Company's 1994 performance,
$15,000 of which was paid on October 15, 1995, $7,600 of which was paid
on January 15, 1995, and $7,400 of which was paid on December 31, 1994.
<F8> Represents Director's fees which were paid as follows: $12,000 annual
retainer; $15,000 chairman fees; and $4,250 meeting fees.
<F9> These options were non-qualified stock options which replaced incentive
stock options with the same number of shares and the same material terms.
<F10> In 1996, the Hoffman Employment Agreement (as hereinafter defined)
provided for Mr. Hoffman to be paid a base salary of $113,500 and certain
other Company-provided cash benefits. See "EXECUTIVE COMPENSATION -
EMPLOYMENT AGREEMENTS".
<F11> Mr. Hoffman received a $35,000 bonus for the Company's 1996 performance
which was paid on January 14, 1997. On January 31, 1996, he received a
$50,000 bonus for his 1995 performance. His $20,000 bonus for 1994's
performance was paid one-half on January 15, 1995 and one half on October
15, 1995. See "EXECUTIVE COMPENSATION - REPORT OF THE COMPENSATION
COMMITTEE".
<F12> Mr. Hoffman was paid $12,000 as an annual retainer fee for each of 1996,
1995 and 1994, and $6,000, $4,500 and $4,000 in meeting fees for each of
those years, respectively, for serving as a Director.
<F13> In 1996, the Company contributed $2,612 in cash and 351 shares of Common
Stock, including reallocated forfeitures to the 401(k) Plan on Mr.
Hoffman's behalf. The 1995 amount includes $2,494 in cash and 400 shares
of Common Stock contributed by the Company as well as reallocated forfei-
tures under the 401(k) Plan. The 1994 amount includes $2,329 in cash and
395 shares of Common Stock contributed by the Company.
</END TABLE>
The Company has no long-term incentive compensation plan involving the award
of restricted stock or options that are subject to performance-based conditions.
OPTION GRANTS TABLE
The Company did not grant any stock options to the executive officers,
nor did it grant any stock appreciation rights, in 1996.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information concerning the exercise of
stock options during 1996 by the Company's CEO and the other named executive
officer of the Company, and the year-end value of unexercised options held by
these persons.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN 1996 AND VALUES FOR 1996 YEAR-END
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Shares Shares Shares
Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable<1>
John L. Schwager 110,000 $705,000 40,000/0 $180,000/$0
Richard R. Hoffman 0 135,000/0 $739,875/$0
</END TABLE>
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<F1> For all unexercised options held as of December 31, 1996, the
aggregate dollar value represents the excess of the market value
of the stock underlying those options over the exercise price of
those unexercised options. On December 31, 1996, the closing
price of the Common Stock was $11.25 per share. All options were
exercisable on December 31, 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no Compensation Committee interlocks nor insider participation
in compensation decisions.
EMPLOYMENT AGREEMENTS
Effective January 1, 1995, the Compensation Committee recommended, and the
entire Board approved, a revised Employment Agreement between Mr. Schwager and
the Company providing for Mr. Schwager's employment as President and Chief
Executive Officer (the "Schwager Employment Agreement"). In accordance with the
Agreement, Mr. Schwager was paid an annual base salary of $188,500 for 1996,
plus director and chairman fees and other perquisites. The Company also paid
incentive cash bonuses under the Schwager Employment Agreement of $30,000 each
on May 31, 1996, June 30, 1996 and August 31, 1996, for the Company's Common
Stock prices equalling $9.00, $10.00 and $11.00 per share, respectively, for a
60-day period. Effective January 1, 1997, Mr. Schwager will continue to receive
an annual base salary of $188,500, plus the director and chairman fees set forth
above, along with any incentive cash bonuses, as determined by the Compensation
Committee of the Board.
Additionally, the Schwager Employment Agreement provides Mr. Schwager, in
the event of a discharge without cause or his resignation for good reason (which
includes, among others, a "change of control" or a significant asset sale),
payment for accrued obligations, payment equal to three times the highest annual
rate of base salary in effect during the past 24 months, insurance coverage for
three years, or two times the cash equivalence of such coverage for a three year
period, and full vesting and exercisability of all existing stock options. In
the event of a discharge for cause or Mr. Schwager's resignation without good
reason, none of the aforementioned benefits are available, except payment of
accrued obligations by the Company. If the Company fails to agree to extend the
term of Mr. Schwager's employment as provided in the Agreement, Mr. Schwager
will be entitled to severance pay (in addition to such other benefits as may be
payable to him) equal to two times the highest annual rate of base salary paid
to him during the preceding 24 months. The Schwager Employment Agreement also
provides for payment of Mr. Schwager's base salary for 8 months, reduced by any
disability benefits, in the case of disability.
Unless otherwise agreed to by the Board, the Schwager Employment Agreement
prohibits Mr. Schwager from engaging in any business competitive with the
Company's oil and gas business from the date of his termination with the Company
for a period of one year.
The Company and Richard R. Hoffman entered into a revised employment
agreement on January 1, 1995 providing for Mr. Hoffman's employment as Chief
Operating Officer (the "Hoffman Employment Agreement"). Under the Hoffman
Employment Agreement, Mr. Hoffman's base salary was set at $113,500 for 1996,
plus the same annual retainer and meeting fees as those paid to outside
Directors, or $18,000 for 1996. Effective January 1, 1997, Mr. Hoffman will
receive an annual base salary of $124,500, plus certain perquisites and director
fees. Additionally, under the Hoffman Employment Agreement, Mr. Hoffman is
entitled to an amount equal to $24,750 plus one and one-half times his annual
base salary in effect at that time in the event Mr. Hoffman's employment is
terminated without cause, or he is reassigned to a position which is not of
comparable executive status, or in the event of a "change in control" of the
Company and Mr. Hoffman chooses to terminate his employment with the Company.
If the Company fails to agree to extend the term of Mr. Hoffman's employment as
provided in the Agreement, Mr. Hoffman will be entitled to severance pay (in
addition to such other benefits as may be payable to him) equal to $24,750 plus
one and one-half times the highest annual salary as in effect at the term's
expiration. Unless the Board otherwise provides, the Hoffman Employment
Agreement prohibits Mr. Hoffman from engaging in any business competitive with
the Company's oil and gas business from the date of his termination with the
Company for one year.
DIRECTORS' COMPENSATION
STANDARD ARRANGEMENTS. During 1996, all Directors were entitled to
receive an annual fee of $12,000 (the "Annual Retainer"), a fee of $750 per
Board or Committee meeting attended ($375 if attended via telephonic confer-
ence), as well as reimbursement for all expenses incurred in connection with
Company business. Mr. Maust received an additional annual fee of $1,500 as
Chairman of the Audit Committee and Mr. Weber received an additional annual fee
of $1,500 as Chairman of the Compensation Committee. Mr. Schwager received an
additional annual fee of $15,000 as Chairman of the Board. See "EXECUTIVE
COMPENSATION - EMPLOYMENT AGREEMENTS".
OTHER ARRANGEMENTS.
ALAMCO, INC. 1992 EQUITY COMPENSATION PLAN FOR OUTSIDE DIRECTORS
(THE "1992 EQUITY PLAN")
The 1992 Equity Plan became effective on March 20, 1992, after stock-
holder approval was received on May 8, 1992. The 1992 Equity Plan provides that
up to 75,000 shares of Common Stock may be issued thereunder. At December 31,
1996, the number of shares available for issuance was 51,448 shares. Under the
1992 Equity Plan, each non-employee director ("Outside Director") automatically
receives fifty percent (50%) of his Annual Retainer (exclusive of fees for
attending meetings of the Board or any Committee thereof) in the form of Common
Stock. Additionally, each Outside Director may elect to receive any or all of
the remaining cash balance of his Annual Retainer in the form of Common Stock,
provided that he notifies the Secretary of the Company in writing of such
election on or before the last day of December of the prior year. Mr. Maust
elected to receive sixty-five percent (65%) of his total Annual Retainer in
Common Stock paid on July 1, 1996.
The total number of shares of Common Stock issued to an Outside Director
pursuant to the 1992 Equity Plan is determined by dividing the dollar amount of
the Outside Director's Annual Retainer that is to be paid in Common Stock by the
"Fair Market Value" of a share of Common Stock. For the purposes of the 1992
Equity Plan, Fair Market Value means the closing price of the Common Stock as
reported on the American Stock Exchange on July 1 (or if not a trading day the
next preceding day on which there was a sale of Common Stock) for the Annual
Term for which the Annual Retainer is due and payable. "Annual Term" means the
period of time from the date of an Annual Meeting of the Company's Stockholders
in one year to the day before the date of the Annual Meeting of the Company's
Stockholders in the following year. Fractional shares of Common Stock will not
be issued. Cash equal to the Fair Market Value of such fractional share will be
paid in lieu thereof. The shares of Common Stock issuable to an Outside
Director pursuant to the 1992 Equity Plan will be issued and any remaining cash
portion of the Annual Retainer will be paid to such Outside Director on July 1
of each year, or if not a business day, the next succeeding business day.
An Outside Director who is elected at an Annual Meeting of Stockholders
of the Company to serve on the Board of Directors for the first time will
receive fifty percent of his Annual Retainer in the form of Common Stock and the
remaining fifty percent in cash.
ALAMCO, INC. DIRECTORS' DEFERRED INCOME PLAN
(THE "DEFERRAL PLAN")
Effective June 15, 1995, the Board of Directors approved the Deferral
Plan which permits any member of the Board who receives an Annual Retainer to
elect to defer in increments of one percent (1%) or multiples of one thousand
dollars ($1,000), cash remuneration to be received for his services. Deferral
elections are to be made prior to the first day of an Annual Term and will
continue until the Director notifies the Company to change or suspend future
deferrals.
Compensation deferred under the Deferral Plan is allocated to a
bookkeeping account established for the Director and maintained by the Company.
Deemed investment income, at a rate of interest equal to the Company's current
rate paid for unsecured bank debt, is allocated to such account monthly.
The Deferral Plan requires distributions to be made within sixty (60)
days after the occurrence of the earlier of the termination of the Director's
services due to resignation, retirement, disability, death or other reason, or
the date on which a "change in control" occurs. Under certain conditions, the
Board may approve an earlier date provided there are no negative tax
consequences to the Company. If a distribution is made due to death, a lump sum
of the Director's account balance will be paid in cash. If a distribution is
made other than by reason of death, the Director may elect to receive a lump
sum, or installment payments over 5, 10, or 15 years, payable in substantially
equal quarterly or annual payments.
The Deferral Plan is intended to be an unfunded Plan for purposes of the
Internal Revenue Code of 1986, as amended, and the Employee Retirement Income
Security Act of 1974, as amended. Any investments which the Company determines
to make with the assets in the deferral compensation accounts shall remain
assets of the Company and shall be subject to the general creditors of the
Company until distributed. Contributions and deemed investment income credited
to Directors under the Deferral Plan are not taxable to the participant until
distributed. Participants have the status of general unsecured creditors of the
Company until benefits are distributed.
Mr. Weber elected to defer $9,000 of compensation earned for the Annual
Term beginning July 1, 1996, with distribution to be made July 15, 2003.
STOCK OPTIONS.
With the exceptions of Mr. Weber and Mr. Levine, each of the existing
Outside Directors has the right to acquire shares of Common Stock upon the
exercise of stock options under the Alamco, Inc. 1982 Outside Directors' Stock
Option Plan. While no further options are available for grant, existing options
have expiration dates ranging from November 7, 1997 to November 7, 2001.
THE ALAMCO, INC. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
("THE 1996 STOCK OPTION PLAN")
On March 18, 1996, the Board of Directors of the Company adopted the 1996
Stock Option Plan, reserving 170,000 shares of the Company's Common Stock for
issuance upon the exercise of options granted under the Plan. After approval on
May 10, 1996 by the stockholders of the Company, the 1996 Stock Option Plan
became effective on July 1, 1996.
Under the 1996 Stock Option Plan, administered by the Company's Board of
Directors, members of the Board who were not, and who had not within the
preceding year been, an employee of the Company, were each granted options to
purchase 17,000 shares of Common Stock. Such options were granted to Messrs.
Barr, Levine, Maust and Weber on July 1, 1996, at an exercise price of $11.625
per share (the fair market value of the Common Stock on the date of grant) with
the following exercise dates:
1. Up to 5,000 shares exercisable on or after July 1, 1997;
2. Up to 8,000 shares exercisable on or after July 1, 1998;
3. Up to 11,000 shares exercisable on or after July 1, 1999;
4. Up to 14,000 shares exercisable on or after July 1, 2000; and
5. Up to 17,000 shares exercisable on or after July 1, 2001.
All options expire on July 30, 2006. However, each option shall become
immediately exercisable upon a "change in control" (as defined in the 1996 Stock
Option Plan).
The 1996 Stock Option Plan provides for each newly elected Outside
Director to be granted an option to purchase 17,000 shares of the Company's
Common Stock. Thereafter, on the 5th year anniversary of the date of the grant,
each eligible director will be granted an option to purchase an additional
17,000 shares of Common Stock so long as he is continuing in office. All
options are non-statutory, with the exercise price set at 100 percent of the
fair market value of the Company's Common Stock on the date of grant, or the
next preceding date if there are no trades on that date.
The option price may be paid in cash or by the delivery of shares of
Common Stock acquired by the Director more than six months prior to the option
exercise date. A Director will not recognize any taxable income upon receipt of
an option. He will, however, subject to limited exceptions, recognize
compensation income on the date of exercise in the amount by which the fair
market value of the shares on the date of exercise exceeds the exercise price.
The Company is entitled to a tax deduction at the time an option is exercised in
an amount equal to the amount of ordinary income recognized by the Director.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
As a group, the directors and executive officers of the Company
(10 persons) beneficially owned 335,194 shares of Common Stock or a total of
7 percent of the outstanding voting securities of the Company as of March 1,
1997, excluding those disclaimed by members of the group. Such ownership
includes 235,672 shares that the directors and officers have the right to
acquire, within sixty days of March 1, 1997, upon the exercise of stock options.
In addition to Messrs. Schwager and Hoffman, other officers in this group
include Ms. Bridget D. Furbee, Mr. R. Mark Hackett, Mr. Marty L. Perri and Mr.
Carl F. Starr. Ms. Furbee was elected Vice President, Administration and Legal
Affairs in May 1994. Prior to that, Ms. Furbee served as Gas Marketing/Office
Administration Manager and later as Manager, Gas Marketing and Legal Affairs.
R. Mark Hackett has been Vice President of Engineering since January 1, 1997.
Mr. Hackett served as Engineering Manager from March 1992 through December
1996. Marty L. Perri has been Vice President of Land since January 1, 1997.
Mr. Perri served as Land Manager from April 1982 through December 1996. Carl F.
Starr has been Vice President of Production since January 1, 1997. Mr. Starr
was named Production Manager in February 1995 and since January 1989 was
Superintendent of Production.
For information regarding security ownership of the CEO and the other
named executive officer, as well as individual directors, see ITEM 10.
"DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT".
PRINCIPAL STOCKHOLDERS
To the knowledge of the Company, Fleet Financial Group Inc., FMR
Corporation, The Guardian Life Insurance Company of America, Ingalls & Snyder
LLC and Wellington Management Company, LLP, are the only entities which owned of
record or beneficially more than five percent (5%) of the outstanding Common
Stock as of the Record Date. The following table indicates the beneficial
ownership of each such entity based on their respective Schedule 13G filings as
of the dates noted therein.
Amount and Percent of
Nature of Class
Title of Name and Address of Beneficial (As of
Class Beneficial Owner Ownership 03/01/97)
Common Fleet Financial Group, Inc. 427,083 shares<1> 9.0%
Stock One Federal Street
Boston, MA 02211
Common FMR Corp. 465,300 shares<2> 9.8%
Stock and certain of its affiliates
82 Devonshire Street
Boston, MA 02109
Common The Guardian Life Insurance Company of 437,800 shares<3> 9.2%
Stock America and certain of its affiliates
201 Park Avenue, South
New York, NY 10003
Common Ingalls & Snyder LLC 315,200 shares<4> 6.6%
Stock 61 Broadway
New York, NY 10006
Common Wellington Management Company, LLP 297,000 shares<5> 6.2%
Stock 75 State Street
Boston, MA 02109
</END TABLE>
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<F1> As per its 13G filing as of February 13, 1997, Fleet Financial
Group, Inc. has sole dispositive power over all shares, but sole
voting power over only 364,183 shares.
<F2> In accordance with its 13G filing as of January 10, 1996, as
amended February 14, 1997, FMR Corporation has sole dispositive
power over shares. Voting of the shares by Fidelity Low Priced
Stock Fund is done in accordance with guidelines established by
the Fund's Board of Trustees.
<F3> As per its 13G filing as of February 14, 1997, The Guardian Life
Insurance Company has sole voting and dispositive power over
325,000 shares and shares voting and dispositive power with two of
its affiliates.
<F4> According to the 13G filing of Ingalls & Snyder as of January 16,
1997, it has sole disposition power over all shares; however, it
has sole voting power over only 10,000 shares.
<F5> In accordance with the 13G filing of Wellington Management Company
as of January 24, 1997, the Company has shared dispositive power
over all shares and shared voting power over 239,000 shares.
Item 14. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description Filing
- ---------- ----------- ------
10.34 First Amendment to Amended and Filed herewith
Restated Credit Agreement among
Alamco, Inc., Alamco-Delaware, Inc.
and Bank One, Texas, National
Association effective as of
February 1, 1997
Signatures
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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 this report to be
signed on its behalf of the undersigned, thereunto duly authorized.
ALAMCO, INC.
(Registrant)
By: /s/ John L. Schwager
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John L. Schwager, President, Chief Executive
Officer, Principal Executive Officer and
Principal Financial Officer
Dated: April 18, 1997
Exhibit Prior Filing or Subsequential
No. Description Page No. Herein
10.34 First Amendment to Amended and Restated Credit Filed herewith
Agreement among Alamco, Inc., Alamco-Delaware,
Inc. and Bank One, Texas, National Association
effective as of February 1, 1997