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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Fiscal Year ended: Commission File Number:
December 31, 1996 0-13292
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MCGRATH RENTCORP
(Exact name of registrant as specified in its Charter)
California 94-2579843
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2500 GRANT AVENUE
SAN LORENZO, CALIFORNIA 94580-1810
(Address of principal executive offices)
Registrant's telephone number: (510) 276-2626
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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NONE NONE
Title of Class
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COMMON STOCK
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(Cover page 1 of 2)
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. [ ]
State the aggregate market value of voting stock, held by
nonaffiliates of the registrant: $158,451,723 as of March 4, 1997.
At March 4, 1997, 7,412,959 shares of Registrant's Common Stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
McGrath RentCorp's Annual Report to Shareholders for the year ended
December 31, 1996 (hereinafter referred to as the "Annual Report"), is filed
herewith as Exhibit 13 and incorporated by reference into:
Part I - Items 1 and 2
Part II - Items 5, 6, 7 and 8
McGrath RentCorp's definitive Proxy Statement with respect to its
Annual Shareholders' Meeting to be held June 5, 1997, which will be filed with
the Securities and Exchange Commission within 120 days after the end of its
fiscal year, is incorporated by reference into Part III, Items 10, 11, 12 and
13.
See page 4 for an index of Exhibits
(Cover page 2 of 2 pages)
PART I
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ITEM 1. BUSINESS.
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The information required by this Item is contained in the Annual
Report under the headings "Company Profile" (pages 2 and 3), "Our Products"
(pages 3 through 6). Such information is incorporated by reference and filed
herewith.
ITEM 2. PROPERTIES.
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The information required by this Item is contained in the Annual
Report under the heading "Properties" (page 11). Such information is
incorporated by reference and filed herewith.
ITEM 3. LEGAL PROCEEDINGS.
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The Company is not a party to any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS.
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There were no matters submitted to a vote of shareholders during the
fourth quarter of 1996.
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
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The information required by this Item is contained in the Annual
Report under the headings "Shareholder Matters - Stock Activity", "Shareholder
Matters - Number of Shareholders", and "Shareholders Matters - Dividend Policy"
(page 20). Such information is hereby incorporated by reference
and filed herewith.
ITEM 6. SELECTED FINANCIAL DATA.
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The unaudited information required by this Item is contained in the
Annual Report under the heading "Consolidated Quarterly (Unaudited) and Five
Year Selected Financial Data" (page 7). Such information is hereby incorporated
by reference and filed herewith.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
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The information required by this Item is contained in the Annual
Report under the headings "Management Discussion and Analysis" (page 8), "Fiscal
Years 1996 and 1995" (pages 8 and 9), "Fiscal Years 1995 and 1994" (page 9),
"Liquidity and Capital Resources" and "Impact of Inflation" (page 10). Such
information is hereby incorporated by reference and filed herewith.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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The information required by this Item is contained in the Annual
Report (pages 12 through 19). Such information is hereby incorporated by
reference and filed herewith.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
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None.
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PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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The information required by this Item is incorporated by reference to
McGrath RentCorp's definitive Proxy Statement with respect to its Annual
Shareholders' Meeting to be held June 5, 1997, which will be filed with the
Securities and Exchange Commission by not later than April 30, 1997.
ITEM 11. EXECUTIVE COMPENSATION.
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The information required by this Item is incorporated by reference to
McGrath RentCorp's definitive Proxy Statement with respect to its Annual
Shareholders' Meeting to be held June 5, 1997, which will be filed with the
Securities and Exchange Commission by not later than April 30, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The information required by this Item is incorporated by reference to
McGrath RentCorp's definitive Proxy Statement with respect to its Annual
Shareholders' Meeting to be held June 5, 1997, which will be filed with the
Securities and Exchange Commission by not later than April 30, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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The information required by this Item is incorporated by reference to
McGrath RentCorp's definitive Proxy Statement with respect to its Annual
Shareholders' Meeting to be held June 5, 1997, which will be filed with the
Securities and Exchange Commission by not later than April 30, 1997.
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
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(a) (1) FINANCIAL STATEMENTS.
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The following financial statements and independent auditors report
appearing in the Annual Report, on pages 12 through 19, are incorporated herein
by reference:
Report of Independent Public Accountants
Consolidated Statements of Income for the Years Ended December 31,
1996, 1995 and 1994
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the Years Ended December 31,
1996, 1995 and 1994
Notes to Consolidated Financial Statements
(a) (2) FINANCIAL STATEMENT SCHEDULES.
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None.
(a) (3) EXHIBITS.
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Index to exhibits filed herewith as part of this report:
EXHIBIT
NUMBER TITLE PAGE
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4.1 Fourth Amendment to Amended and Restated Credit Agreement
dated October 25, 1996 between the Company and Union Bank of
California, N.A., Fleet Bank, N.A., and Bank of America
National Trust and Savings Association 7
4.2 $5,000,000 Optional Advance Facility dated October 16, 1996
between the Company and Union Bank of California, N.A. 11
11 Weighted Average Shares Composition 19
13 1996 Annual Report to Shareholders 20
27 Financial Data Schedule (filed electronically)
The following exhibits to the Company's Quarterly Report Under Section
13 or 15 (d) of the Securities Exchange Act of 1934 for the quarter ended June
30, 1996 (filed August 1, 1996) is hereby incorporated by reference herein:
4.1 Second Amendment to Amended and Restated Credit Agreement dated May
10, 1996.
4.2 Third Amendment to Amended and Restated Credit Agreement dated June
10, 1996.
Exhibit Number 4.1 (First Amendment to Amended and Restated Credit
Agreement dated June 16, 1995) to the Company's Annual Report pursuant to
Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the year ended
December 31, 1995 (filed March 29, 1996) is hereby incorporated by reference
herein.
Exhibit 4.1. (Amended and Restated Credit Agreement dated June 14,
1994) to the Company's Quarterly Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934 for the quarter ended June 30, 1994 (filed
August 13, 1994) is hereby incorporated by reference herein.
4
Exhibit Number 3.1 (Amendment to the Company's Articles of Incorporation)
to the Company's Registration Statement under the Securities Act of 1933 (filed
March 28, 1991, Registration No. 33-39633), is hereby incorporated by reference
herein.
The following exhibits to the Company's Annual Report Pursuant to
Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the year ended
December 31, 1990 (filed March 28, 1991) are incorporated by reference herein:
3.1 Amended Bylaws of the Company
10.3 Long-Term Bonus Plan, together with attached exemplar Long-Term Stock
Bonus Agreement
Exhibit Number 19.3 (Real Property Lease-8.8 Acres, Cota Street,
Corona, California) to the Company's Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934 for the quarter ended September 30, 1989
(filed November 14, 1989) is hereby incorporated by reference herein.
The following exhibits to the Company's Quarterly Report Under Section
13 or 15 (d) of the Securities Exchange Act of 1934 for the quarter ended June
30, 1988 (filed August 14, 1988) are hereby incorporated by reference herein:
19.1 The Amended and Restated Articles of Incorporation of the Company,
filed with the California Secretary of State's Office on June 6, 1988.
19.3 The McGrath RentCorp 1987 Incentive Stock Option Plan.
19.4 Exemplar of the form of Incentive Stock Option Agreement entered into
by the Company with participants in the McGrath RentCorp 1987
Incentive Stock Option Plan.
19.5 Exemplar of the form of Indemnification Agreement entered into by the
Company with Directors, Officers and other agents of the Company
approved by the Company's Board of Directors.
Exhibit Number 10.3 (Real Property Lease - 2500 Grant Avenue, San
Lorenzo, California) to the Company's Annual Report pursuant to Section 13 or 15
(d) of the Securities Exchange Act of 1934 for the year ended December 31, 1986
(filed March 31, 1987) is hereby incorporated by reference herein.
(b) REPORTS ON FORM 8-K.
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No report on Form 8-K has been filed during the last quarter of the
period covered by this report.
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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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 1997 MCGRATH RENTCORP
By: /s/ Robert P. McGrath
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Robert P. McGrath,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates as indicated.
SIGNATURE TITLE DATE
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/s/ Robert P. McGrath Chairman of the Board, and Chief
- ----------------------- Executive Officer March 31, 1997
Robert P. McGrath
/s/ Delight Saxton Vice President, Chief Financial
- ----------------------- Officer, Secretary, and Director March 31, 1997
Delight Saxton
/s/ Joan M. McGrath Director March 31, 1997
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Joan M. McGrath
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