SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-K/A
(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, 1997
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 ___________________
Commission file number 1-13381
HOSPITALITY WORLDWIDE SERVICES, INC.
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(Exact name of Registrant as specified in its charter)
New York 11-3096379
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
450 Park Avenue, Suite 2603, New York, New York 10022
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 223-0699
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $.01 par value 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. / /
The aggregate market value of the Common Stock, $.01 par value per
share (the "Common Stock"), held by non-affiliates of the Registrant as of April
27, 1998 (based upon the last sale price for the Common Stock on the American
Stock Exchange) was approximately $98,939,137.
The number of shares of Common Stock outstanding as of April 27, 1998
was 11,868,022.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
The directors and executive officers of the Company and their positions with the
Company are set forth below.
Name Age Position
---- --- --------
Robert A. Berman 38 Chairman of the Board, Chief
Executive Officer and Director
Leonard F. Parker 68 Chairman Emeritus
Douglas A. Parker 40 President & Chief Operating Officer
Howard G. Anders 54 Executive Vice President, Chief
Financial Officer & Secretary
Scott A. Kaniewski 34 Director
Louis K. Adler 62 Director
George Asch 60 Director
Richard A. Bartlett 40 Director
ROBERT A. BERMAN has been President and Chief Executive Officer and a director
of the Company since March 1997. Prior to joining the Company, Mr. Berman served
as the Managing Director of Watermark LLC from September 1992 to March 1997 and
is currently the sole Manager of Watermark LLC. Mr. Berman is also Vice Chairman
and a director of Unistar Gaming Corporation, a wholly-owned subsidiary of
Executone Information Systems, and a director of Catskill Development, LLC, the
owner of an operating harness track.
LEONARD F. PARKER has been Chairman of the Board of the Company since March
1997. Leonard Parker founded LPC in 1969. Mr. Parker is a graduate of Tulane
University and served in the United States Air Force. Prior to founding The
Leonard Parker Company ("LPC"), Mr. Parker was employed from 1950 by Maxwell
Company, an interior design and furnishing company. Mr. Parker serves on various
committees for the Special Olympics. Leonard Parker is the father of Douglas
Parker.
DOUGLAS A. PARKER has been President-Purchasing Division and a director of the
Company since March 1997. Mr. Parker is also President of LPC. Mr. Parker, a
graduate of Tulane University in International Business, has been with LPC for
17 years. Mr. Parker is responsible for the development of the overseas offices
in Sandton, Singapore and Dubai, coordinating the international operations and
sales, as well as vendor and client relationships. Mr. Parker is also a director
of Shelby Williams Industries, Inc. Douglas Parker is the son of Leonard Parker.
HOWARD G. ANDERS has been Executive Vice President, Chief Financial Officer and
Secretary of the Company since February 1996 and was the Executive Vice
President, Chief Operating Officer and a director of the Company from October
1994 to November 1995. From December 1995 to February 1996, Mr. Anders was an
independent consultant. Mr. Anders served as Vice President and Chief Financial
Officer of Alpine Lace Brands, Inc. in Maplewood, New Jersey from April 1992 to
October 1994. From April 1983 to April 1992, Mr. Anders was President and Chief
Operating Officer of North Hills Electronic, Inc. in Glen Cove, New York. Mr.
Anders is a graduate of Rutgers University and attended the Harvard Business
School PMD Program.
SCOTT A. KANIEWSKI has been a director of the Company since March 1996. Mr.
Kaniewski has been a Member of Watermark LLC since February 1995 and the
President of Watermark LLC since May 1997. Prior to his involvement with
Watermark LLC, Mr. Kaniewski held several positions with VMS Realty Partners,
including Vice President of Hotel Investments from December 1988 to March 1995.
He is a Certified Public Accountant and a member of the Illinois CPA Society.
LOUIS K. ADLER has been a director of the Company since September 1996. Mr.
Adler has been a private investor for over five years in Houston, Texas. He has
been Chairman of the Board and President of Bancshares, Inc. (Houston, TX) since
1973; Vice Chairman of the Board since 1992 and a director since 1988 of
Luther's Bar-B-Q, Inc., a group of twenty restaurants in Texas, Louisiana and
Colorado; a director, Secretary and Treasurer of Warwick Communications,
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Inc. since 1993; and a director and officer of several other private companies.
Mr. Adler is also a trustee and the President of the Adler Foundation and member
of the Dean's Advisory Counsel of Goizueta Business School of Emory University.
GEORGE ASCH has been a director of the Company since September 1996. Since
September 1994, Mr. Asch has been a Vice President of Gray, Seifert and Co.,
Inc. an investment management company which became a wholly-owned independent
subsidiary of Legg Mason, Inc. in April 1994. For 25 years prior to joining Gray
Seifert and Co., Inc. in August 1990, Mr. Asch served as President of a
manufacturing company. He currently serves on the boards of various
philanthropic organizations, including the Montefiore Medical Center and the
Price Foundation. He is a graduate of Columbia College and served as an officer
in the United States Navy.
RICHARD A. BARTLETT has been a director of the Company since September 1996. Mr.
Bartlett is a Managing Director of Resource Holdings Limited, a private merchant
banking firm in New York City ("Resource Limited"). He specializes in legal
aspects of mergers, acquisitions and other corporate restructurings. In that
capacity, he sits and has sat on the board of various companies in which
Resource Limited and its principals have made investments. From 1987 to 1993, he
was a member of the Council of Foreign Relations and is a member of the New York
State Bar. Mr. Bartlett received a law degree from Yale Law School and received
his B.A. from Princeton University.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent 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 (the "Commission"). Officers, directors and greater than ten percent
shareholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file. During the year ended December
31, 1997, all of such forms were filed in a timely manner with the exception of
(i) Forms 3 with respect to one transaction for each Leonard Parker, Douglas
Parker and Bradley Parker; (ii) Forms 4 with respect to one transaction for each
of Richard Bartlett, Scott Kaniewski, George Asch and Louis Adler; and (iii) a
Form 5 with respect to one transaction for Watermark LLC.
Meetings and Committees
The Company's Board of Directors met seven times in 1997. The
Compensation Committee and the Audit Committee each met two times in 1997. The
Compensation Committee consists of Louis K. Adler, George Asch and Richard A.
Bartlett. The Audit Committee consists of Louis K. Adler and George Asch.
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Item 11. EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to Robert Berman, Leonard Parker,
Douglas Parker and Howard Anders, the Company's four most highly compensated
executives (the "Named Executive Officers"). There is no other executive officer
of the Company whose salary and bonus exceeded $100,000 with respect to the
fiscal years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE(1)
Annual Compensation Long-Term Compensation
----------------------------------- --------------------------------
Awards Payouts
---------------------- --------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Stock Options/ Payouts Compensation
Position Year ($) ($) ($) Awards ($) SARs(#) ($) ($)
- ------------------ ----- --------- -------- ------------- ---------- ---------- -------- ------------
Robert A. Berman (2) 1997 $161,000 -- -- -- 160,000 -- --
1996 -- -- -- -- -- -- --
1995 -- -- -- -- -- -- --
Leonard F. Parker (3) 1997 $250,000 -- -- -- -- -- --
1996 -- -- -- -- -- -- --
1995 -- -- -- -- -- -- --
Douglas A. Parker (4) 1997 $175,000 -- -- -- 100,000 -- --
1996 -- -- -- -- -- -- --
1995 -- -- -- -- -- -- --
Howard G. Anders (5) 1997 $215,000 -- -- -- 15,000 -- --
1996 $150,000 -- -- -- 100,000 -- --
1995 $128,000 -- -- -- 50,000 -- --
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(1) Perquisites and other personal benefits, securities or property to each
executive officer did not exceed the lesser of $50,000 or 10% of such
executive's salary and bonus.
(2) Mr. Berman joined the Company in March 1997 as the President, Chief
Executive Officer and Director. In November 1997, he became the
Chairman of the Board, Chief Executive Officer and a Director.
(3) Mr. Leonard Parker joined the Company in March 1997 as Chairman of the
Board and Director. In November 1997, he became Chairman Emeritus of
the Board of Directors.
(4) Mr. Douglas Parker joined the Company in March 1997 as
President--Purchasing Division and Director. In November 1997, he
became the President, Chief Operating Officer and a Director.
(5) Mr. Howard Anders joined the Company in October 1994 as Executive Vice
President, Chief Operating Officer and Director. In February 1996, he
resigned as a Director of the Company and became the Chief Financial
Officer, Executive Vice President and Secretary.
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The following table sets forth certain information regarding stock
option grants made to the Named Executive Officers during the fiscal year ended
December 31, 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants For Option Term(1)
------------------------------------------------------------- ------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in Price Expiration
Name Granted(2) Fiscal Year Per Share Date 5% 10%
- ------------------- --------------- --------------- ----------- ------------- ------------- --------------
Robert A. Berman...... 160,000 21.7% $12.00 12/17/07 $1,207,477 $3,059,985
Leonard F. Parker..... -- -- -- -- -- --
Douglas A. Parker..... 65,000 8.8% $6.75 1/10/07 $275,927 $699,254
Douglas A. Parker..... 35,000 4.8% $12.00 12/17/07 $264,136 $669,372
Howard G. Anders...... 15,000 2.0% $12.00 12/17/07 $113,201 $286,874
The following table sets forth certain information regarding
unexercised stock options held by the Named Executive Officers as of December
31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
Number of
Securities Value of Unexercised
Underlying In-the-Money
Shares Unexercised Options/SARs Options/SARs At
Acquired On Value At Fiscal Year-End Fiscal Year-End
Name Exercise Realized($) Exercisable/Unexercisable(1) Exercisable/Unexercisable
- --------------------- ----------- ------------- ------------------------------- -----------------------------
Robert A. Berman....... -- -- 0/160,000 0/$180,000
Leonard F. Parker...... -- -- -- --
Douglas A. Parker...... -- -- 0/100,000 0/$453,750
Howard G. Anders....... -- -- 175,000/40,000 $1,963,125/$276,250
- -------------------
(1) On December 31, 1997, the last reported sales price of the Common Stock
on the American Stock Exchange was $13.125 per share.
Long-Term Incentive and Pension Plans
The Company does not have any long-term incentive or defined benefit
pension plans.
Director Compensation
The Company does not currently compensate directors who are also
executive officers of the Company for service on the Board of Directors. Outside
directors are paid a fee of $750 and reimbursed for their expenses incurred in
attending each meeting of the Board of Directors and its Committees.
On September 26, 1996, the Company's Board of Directors adopted, and
the Company's shareholders approved, the 1996 Outside Directors Stock Option
Plan (the "Outside Directors' Plan") for purposes of securing for the Company
and its shareholders the benefits arising from stock ownership by its outside
directors.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee, which exercises the power which
the Board of Directors would otherwise hold with respect to the grant of options
under the 1996 Stock Option Plan as well as the compensation and benefits of all
officers of the Company, consists of Louis K. Adler, George Asch and Richard A.
Bartlett. Mr. Bartlett is a Managing Director of Resource Holdings Associates,
L.P. ("Resource Holdings"). The Company has renewed its engagement with Resource
Holdings as a financial advisor. As compensation for
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such engagement, the Company has agreed to pay Resource Holdings a retainer of
$10,000 per month for at least one year. The Company, pursuant to the terms of
its previous agreement, granted Resource Holdings a five-year option to purchase
500,000 shares of Common Stock at an exercise price of $2.00 per share.
Other
No director or executive officer is involved in any material legal
proceeding in which he is a party adverse to the Company or has a material
interest adverse to the Company.
Employment Agreements
The Company entered into a new three-year employment agreement with Mr.
Berman as of January 1, 1998. The term of the employment agreement may be
renewed for one year periods by mutual agreement of Mr. Berman and the Company.
The employment agreement provides for base compensation at the rate of $300,000
per annum plus an annual bonus determined by the Company's Board of Directors in
its sole discretion. In the event of a change of control (as defined in the
employment agreement) which results in either (i) the termination of Mr.
Berman's services for any reason other than voluntary withdrawal or cause, (ii)
the placement of Mr. Berman in a position of lesser stature than that of a
senior executive officer of the Company; (iii) a breach of certain provisions of
Mr. Berman's employment agreement; (iv) a requirement that Mr. Berman's
principal duties be performed outside of Manhattan, or (v) Mr. Berman's decision
to leave the Company after one year, the Company must pay to Mr. Berman, as
liquidated damages, a lump sum cash payment equal to 2.99 times his base salary
and last bonus paid (up to certain limitations). The employment agreement also
contains confidentiality and non-compete provisions during the term of the
agreement and for a period of two years thereafter.
The Company entered into a four-year employment agreement with Mr.
Leonard Parker on January 9, 1997 with a base compensation of $250,000 per
annum. Pursuant to such agreement, the salary for the final year of the
agreement was paid in full at signing. Further, Mr. Leonard Parker has agreed
not to compete with the Company during the term of the agreement and for a
period of one year thereafter.
The Company entered into a new two-year employment agreement with Mr.
Douglas Parker as of January 1, 1998. The term of the employment agreement may
be renewed for one year periods by mutual agreement of Mr. Douglas Parker and
the Company. The employment agreement provides for base compensation at the rate
of $250,000 per annum plus an annual bonus determined by the Company's Board of
Directors in its sole discretion. In the event of a change of control (as
defined in the employment agreement) which results in either (i) the termination
of Mr. Douglas Parker's services for any reason other than voluntary withdrawal
or cause, (ii) the placement of Mr. Douglas Parker in a position of lesser
stature than that of a senior executive officer of the Company; (iii) a breach
of certain provisions of Mr. Douglas Parker's employment agreement; or (iv) a
requirement that Mr. Douglas Parker's principal duties be performed outside a 30
mile radius from the location at which Mr. Douglas Parker had performed his
duties immediately prior to the change of control, the Company must pay to Mr.
Douglas Parker, as liquidated damages, a lump sum cash payment equal to 2.99
times his base salary (subject to certain limitations). The employment agreement
also contains confidentiality and non-compete provisions during the term of the
agreement and for a period of two years thereafter.
The Company entered into a new three-year employment agreement with Mr.
Anders as of January 1, 1998. The term of the employment agreement may be
renewed for one year periods by mutual agreement of Mr. Anders and the Company.
The employment agreement provides for base compensation at the rate of $225,000
per annum plus an annual bonus determined by the Company's Board of Directors in
its sole discretion. In the event of a change of control (as defined in the
employment agreement) which results in either (i) the termination of Mr. Anders'
services for any reason other than voluntary withdrawal or cause, (ii) the
placement of Mr. Anders in a position of lesser stature than that of a senior
executive officer of the Company; (iii) a breach of certain provisions of Mr.
Anders' employment agreement; or (iv) a requirement that Mr. Anders' principal
duties be performed outside a 30 mile radius from the location at which Mr.
Anders had performed his duties immediately prior to the change of control, the
Company must pay to Mr. Anders, as liquidated damages, a lump sum cash payment
equal to 2.99 times his base salary (subject to certain limitations). The
employment agreement also contains confidentiality and non-compete provisions
during the term of the agreement and for a period of two years thereafter.
1996 Stock Option Plan
On September 26, 1996, the Company's Board of Directors adopted, and
the Company's shareholders approved, the 1996 Stock Option Plan (the "Plan") for
the purpose of providing incentive to the officers and employees of the Company
who are primarily responsible for the management and growth of the Company. Each
option granted pursuant to the Plan shall be designated at the time of grant as
either an "incentive stock option" or as a "non-qualified stock option". As of
December 31, 1997, the Company has granted options to purchase 1,636,000 shares
of Common Stock under the Plan at grant prices ranging from $2.75 to $12.00 per
share, of which 72,250 shares have been exercised, and 619,875 are currently
exercisable. The term for each option granted is determined by the Compensation
Committee, provided the maximum length of the term of each
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option granted will be no more than ten years. At December 31, 1997, 64,000
options were available for grant under the Plan.
1996 Outside Directors' Stock Option Plan
Each outside director who becomes an outside director after March 1,
1996 shall immediately receive the grant of an option to purchase 15,000 shares
of Common Stock. To the extent that shares of Common Stock remain available for
the grant of options under the Outside Directors' Plan, on April 1 of each year,
commencing on April 1, 1997, each outside director shall be granted an option to
purchase 10,000 shares of common stock. Options granted under the Outside
Directors' Plan shall become exercisable in three equal installments, commencing
on the first anniversary of the grant date. On September 26, 1996, The Company
granted options to purchase 60,000 shares of Common Stock under the Outside
Directors' Plan with an exercise price of $2.75. On April 1, 1997, the Company
granted options to purchase 40,000 shares of Common Stock under the Outside
Directors' Plan with an exercise price of $6.125 per share. As of December 31,
1997, 20,000 of such options were exercisable.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The voting securities of the Company outstanding on April 28, 1998
consisted of 11,868,022 shares of Common Stock. The following table sets forth
information concerning ownership of the Common Stock, as at March 30, 1998, by
(i) each director, (ii) each executive officer, (iii) all directors and
executive officers as a group, and (iv) each person who, to the knowledge of
management, owned beneficially more than 5% of the Common Stock. Unless
otherwise indicated, the address of each person listed below is 450 Park Avenue,
New York, New York 10022.
Common Stock
Beneficial Owner(1) Beneficially Owned Percent of Class(2)
- --------------------------------------------------- --------------------- ---------------------
Robert A. Berman...................................... 687,085(3) 5.8%
Leonard F. Parker..................................... 271,435 2.3%
550 Biltmore Way
Coral Gables, Florida 33134
Douglas A. Parker..................................... 176,667(4) 1.5%
550 Biltmore Way
Coral Gables, Florida 33134
Howard G. Anders...................................... 179,600(5) 1.5%
Richard A. Bartlett................................... 416,499(6) 3.5%
c/o Resource Holdings Associates, L.P.
520 Madison Avenue, 40th Floor
New York, New York 10022
Scott A. Kaniewski.................................... 100,423(7) *
Louis K. Adler........................................ 83,333(8) *
910 Travis Street, Suite 2030
Houston, Texas 77002-5810
George Asch........................................... 83,333(9) *
c/o Gray Seifert & Company, Inc.
380 Madison Avenue
New York, New York 10022
All Executive Officers and Trustees as a group (8 2,006,875(10) 16.2%
persons)..............................................
- ----------
* Less than 1%
(1) Except as outlined herein, the persons named in the table, to the
Company's knowledge, have sole voting and dispositive power with
respect to all shares shown as beneficially owned by them, subject to
community property laws where applicable and the information contained
in the footnotes hereunder.
(2) Calculations assume that all options and warrants which are presently
exercisable or exercisable within 60 days have been exercised.
(3) Consists of (i) 474,085 shares of Common Stock held individually by Mr.
Berman; (ii) 200,000 shares of Common Stock held by Watertone Holdings,
L.P., a Delaware limited partnership and affiliate of the Company
("Watertone"), as to which Mr. Berman is attributed beneficial
ownership (as the sole Manager of Watertone's general partner) pursuant
to Rule 13d-3 ("Rule 13d-3") of the Exchange Act;
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and (iii) 13,000 shares of Common Stock held by Watermark LLC as to
which Mr. Berman is attributed beneficial ownership (as sole Manager)
pursuant to Rule 13d-3.
(4) Consists of (i) 155,000 shares of Common Stock held individually by Mr.
Parker; and (ii) 21,667 shares of Common Stock issuable upon exercise
of presently exercisable options currently held by Mr. Parker.
(5) Consists of (i) 4,600 shares of Common Stock held individually by Mr.
Anders and (ii) 175,000 shares of Common Stock issuable upon exercise
of presently exercisable options currently held by Mr. Anders.
(6) Consists of (i) 108,666 shares of Common Stock owned individually by
Mr. Bartlett: (ii) 300,000 shares of Common Stock underlying an option
granted to Resource Holdings as to which Mr. Bartlett is attributed
beneficial ownership pursuant to Rule 13d-3; and (iii) 8,333 shares of
Common Stock issuable upon exercise of presently exercisable options
currently held by Mr. Bartlett. Mr. Bartlett has sole power to vote and
dispose of the 116,666 shares of Common Stock he owns individually and
the 8,333 shares of Common Stock underlying presently exercisable
options. Mr. Bartlett, as a Managing Director of Resource Holdings, has
shared power to vote and dispose of the 300,000 shares of Common Stock
underlying Resource Holdings' option.
(7) Consists of (i) 92,090 shares of Common Stock held individually by Mr.
Kaniewski; and (ii) 8,333 shares of Common Stock issuable upon exercise
of presently exercisable options currently held by Mr.
Kaniewski.
(8) Consists of (i) 75,000 shares of Common Stock held individually by Mr.
Adler; and (ii) 8,333 shares of Common Stock issuable upon exercise of
presently exercisable options currently held by Mr. Adler.
(9) Consist of (i) 75,000 shares of Common Stock held individually by Mr.
Asch and (ii) 8,333 shares of Common Stock issuable upon exercise of
presently exercisable options currently held by Mr. Asch.
(10) Includes presently exercisable options to purchase 529,999 shares of
Common Stock at exercise prices ranging from $1.275 to $6.125 per
share.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 1, 1998, the Company renewed its engagement of Resource
Holdings as a financial advisor. As compensation for such engagement, the
Company has agreed to pay Resource Holdings a retainer of $10,000 per month for
at least one year. The Company, pursuant to the terms of its previous agreement,
granted Resource Holdings a five-year option to purchase 500,000 shares of
Common Stock at an exercise price of $2.00 per share.
In May 1997, the Company entered into an Agreement to Joint Venture
(the "Joint Venture Agreement") with Apollo Real Estate Advisors II, L.P., a
Delaware limited partnership ("Apollo") and Watermark LLC. Pursuant to the Joint
Venture Agreement, Watermark LLC receives a management fee of 1 1/2% of all
costs (other than soft costs) incurred in acquiring and rehabilitating a
particular project. On February 9, 1998, the Company purchased the assets of the
real estate advisory business from Watermark Limited LLC, including all of
Watermark LLC's right, title and interest to the aforementioned management fees
payable under the Joint Venture Agreement. The Company paid Watermark LLC
$1,500,000 as consideration.
The Company has performed renovation services for Watermark Limited
LLC. During the second quarter of 1997, the Company renegotiated a renovation
contract with Watermark to provide for fees more consistent with a project of
similar scope and complexity. As a result of the revision, the Company
recognized additional revenue of $409,000 and a job to date adjustment of
$778,000, resulting in additional gross margin of approximately $780,000 without
an accompanying increase in costs. As of December 31, 1997, the Company has no
receivables from Watermark.
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PART IV
Item 14. EXHIBITS AND REPORTS ON FORM 8-K.
**(a)(1) and (2) Financial Statements:
o Hospitality Worldwide Services, Inc. and Subsidiaries
o Report of Independent Public Accountants
o Consolidated Financial Statements
(3) Exhibits
Exhibit
Number Exhibits
**3.1 Certificate of Incorporation, as amended, of the Company.
3.2 Amended and Restated By-laws of the Company (Incorporated by
reference to the Company's Registration Statement on Form S-B2,
No. 333-31765).
4.1 Specimen Common Shares Certificate (Incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
SB-2, No. 33-7094-NY).
4.2 Rights Agreement dated as of November 24, 1997, by and between
the Company and Continental Stock Transfer & Trust Company, as
rights agent (the "Rights Agreement") (Incorporated by
reference to the Company's Registration Statement on Form 8-A
filed with the Commission on December 2, 1997).
**4.3 Amendment to Rights Agreement dated January 7, 1998.
10.1 Asset Purchase Agreement dated as of April 1, 1995, by and
among AGF Interior Services Co., Watermark Investments Limited
(Bahamas), Watermark Investments Limited (Delaware), HRB, the
Company and Tova Schwartz (Incorporated by reference to the
Company's Current Report on Form 8-K dated August 22, 1995).
10.2 Divestiture, Settlement and Reorganization Agreement dated as
of February 26, 1996, by and among the Company, HRB, Watermark
Investments Limited (Bahamas), Watermark Investments Limited
(Delaware), AGF Interior Services Co., Tova Schwartz, Alan G.
Friedberg and Guillermo Montero (Incorporated by reference to
Exhibit 10.2 to the Company's Form 10-KSB for the year ended
December 31, 1995).
10.3 Memorandum Agreement dated April 12, 1996, by and between the
Company and Watermark (Incorporated by reference to Exhibit
10.3 to the Company's Form 10-KSB for the year ended December
31, 1995).
10.4 Bill of Sale and Assumption Agreement dated February 26, 1996,
by and between the Company and Tova Schwartz (Incorporated by
reference to Exhibit 10.4 to the Company's Form 10-KSB for the
year ended December 31, 1995).
10.5 Consulting Agreement dated February 28, 1996, by and between to
Company and Resource Holdings Associates (Incorporated by
reference to Exhibit 10.6 to the Company's Form 10-KSB for the
year ended December 31, 1995).
*10.6 Employment Agreement, dated as of January 1, 1998, by and
between the Company and Robert A. Berman.
*10.7 Employment Agreement, dated as of January 1, 1998, by and
between the Company and Howard G. Anders.
10.8 1996 Stock Option Plan (Incorporated by reference to Exhibit
4(a) to the Company's Registration Statement on Form S-8 filed
on February 12, 1997, File No. 333-32689).
10.9 Form of Option Agreement for the 1996 Plan (Incorporated by
reference to Exhibit 4(b) to the Company's Registration
Statement on Form S-8 filed on February 12, 1997, File No.
333-21689).
10.10 Form of Stock Agreement for the Outside Directors' Plan
(Incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-8 filed on February 12, 1997,
File No. 333-21689).
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10.11 Form of Option Granted to Officers (Incorporated by reference
to Exhibit 4(d) to the Company's Registration Statement on Form
S-8 filed on February 12, 1997, File No. 333-21689).
10.12 Agreement and plan of Merger dated as of January 9, 1997, by
and among Leonard Parker Company, LPC Acquisition Corp., and
the Company (incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K filed on January 24,
1997).
10.13 Employment Agreement, dated as of January 9, 1997, by and among
The Leonard Parker Company, the Company and Leonard Parker
(Incorporated by reference to Exhibit 10.13 to the Company's
Registration Statement on Form SB-2, No. 333-31765).
*10.14 Employment Agreement, dated as of January 1, 1998, by and
between the Company and Douglas Parker.
10.15 Registration Rights Agreement, dated as of January 9, 1997, by
and among the Company, Leonard Parker, Douglas Parker, Bradley
Parker, Philip Parker, Gregg Parker and Mitchell Parker
(Incorporated by reference to Exhibit 10.18 to the Company's
Registration Statement on Form SB-2, No. 333-31765).
10.16 Agreement to Joint Venture, dated as of May 12, 1997, by and
among Apollo Real Estate Advisors II, L.P., the Registrant and
Watermark Investments Limited, LLC. (Incorporated by reference
to Exhibit 10.19 to the Company's Registration Statement on
Form SB-2, No. 333-31765).
10.17 Warrant dated May 12, 1997 issued to Apollo Real Estate
Advisors II, L.P. (Incorporated by reference to Exhibit 10.20
to the Company's Registration Statement on Form SB-2, No.
333-31765).
10.18 Agreement and Plan of Merger, dated as of January 1, 1998, by
and among the Company, HWS Acquisition Corp., a Delaware
corporation, Bekins Distribution Services Co., Inc. and the
Sellers named therein (Incorporated by reference to the
Company's Current Report on Form 8-K dated January 9, 1998).
10.19 Registration Rights Agreement dated as of January 1, 1998, by
and among the Company and the Shareholders named therein.
10.20 Financial Advisory Agreement dated April 10, 1997, by and
between the Company and Resource Holdings Associates
(Incorporated by reference to Exhibit 10.21 to the Company's
Registration Statement on Form SB-2, No. 333-31765).
11 Computation of earnings per share (Incorporated herein by
reference to Note 15 to the Company's Consolidated Financial
Statements).
16.1 Letter from Arthur Andersen LLP dated March 19, 1996
(Incorporated by reference to the Company's Current Report on
Form 8-K/A filed March 25, 1996).
16.2 Letter from BDO Seidman, LLP dated March 19, 1997 (Incorporated
by reference to the Company's Current Report on Form 8-K dated
November 12, 1997).
**21 Subsidiaries of the Company.
**23.1 Consent of Arthur Andersen LLP dated March 31, 1998.
**23.2 Consent of BDO Seidman, LLP dated March 31, 1998.
**27 Financial Data Schedule.
- -------------------
* Filed herewith.
** Previously filed with the Company's 10-K for the year ended December
31, 1997.
Form 8-K filed with the Commission on January 24, 1997 reporting Item 2,
Acquisition on Distribution of Assets.
Form 8-K filed with the Commission on December 2, 1997 reporting Item 5, Other
Events.
Form 8-K filed with the Commission on December 19, 1997 reporting Item 1,
Changes in Registrant's Certifying Account.
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POWER OF ATTORNEY
Hospitality Worldwide Services, Inc. and each of the undersigned do
hereby appoint Robert A. Berman and Howard G. Anders, and each of them
severally, its or his true and lawful attorneys to execute on behalf of
Hospitality Worldwide Services, Inc. and the undersigned any and all amendments
to this Report and to file same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized on the 28th day of
April, 1998.
HOSPITALITY WORLDWIDE SERVICES, INC.
(Registrant)
By:/s/ Robert A. Berman
------------------------------------------
Robert A. Berman, Chairman of the Board,
Chief Executive Officer (principal executive
officer) and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert A. Berman Chairman of the Board, Chief April 28, 1998
- ---------------------------- Executive Officer (principal
Robert A. Berman executive officer) and Director
/s/ Leonard F. Parker Chairman Emeritus of the Board April 28, 1998
- --------------------------- and Director
Leonard F. Parker
/s/ Douglas A. Parker President, Chief Operating April 28, 1998
- --------------------------- Officer and Director
Douglas A. Parker
/s/ Howard G. Anders Executive Vice President, April 28, 1998
- --------------------------- Chief Financial
Howard G. Anders Officer and Secretary
/s/ Scott A. Kaniewski Director April 27, 1998
- ---------------------------
Scott A. Kaniewski
/s/ Louis K. Adler
- ---------------------------- Director April 28, 1998
Louis K. Adler
/s/ George Asch Director April 27, 1998
- ----------------------------
George Asch
/s/ Richard A. Bartlett Director April 27, 1998
- ----------------------------
Richard A. Bartlett
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