SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2003, COMMISSION FILE NUMBER 0-1957
UPTOWNER INNS, INC.
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(Exact Name of Registrant as Specified in its Charter)
WEST VIRGINIA 55-0457171
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
741 5th AVENUE, HUNTINGTON, WEST VIRGINIA 25701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (304) 525-8162
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Securities registered pursuant to Section 12 (g) of the Act:
1,583,563 SHARES OF COMMON STOCK - $0.50 PAR VALUE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and, (2) has been subject to such
filing requirements for the past 90 days.
X Yes 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.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes X No
--- ---
The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of the 30th day of June 2003, was $791,782. The book value
of stock was used due to the lack of an active market at which to sell the
stock.
As of June 30, 2003, the close of the period covered by this report,
the registrant had 1,496,317 shares of its common capital stock issued and
outstanding. The registrant has issued no other stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following are directors of the company.
PRINCIPAL OCCUPATION FOR
NAME AGE POSITION WITH THE COMPANY PAST FIVE YEARS
- ---- --- ------------------------- ---------------
Hobart A. Adkins 48 Director Since 2001; Secretary of the Board Owner of Quality Exhaust,
Inc.; President, 31st
Street Enterprises, Inc.
(Business includes auto
repair and exhaust repair)
Richard Monga 39 Director Since 2001 General Manager of
Uptowner Inns, Inc.
(1997-Present);
General Manager, separate
Holiday Inn property
(1996-1997)
Carl E. Midkiff 53 Director Since1997; President, CEO, Chairman President, CEO and
of the Board Chairman of the Board of
Uptowner Inns, Inc.; Owner
and Manager of Hazmat
Environmental Contractors,
Inc. (1995-2001); Owner
and Manager of Prestige
Properties, Inc.
(2000-Present) (Owns and
manages residential rental
properties)
Charles D. Robinson 49 Director Since 2001; Treasurer of the Board Insurance Agent and Vice
President of Insurance
Systems, Inc. (1980-2003)
The following are the executive officers of the company.
NAME AND OFFICE HELD OFFICE HELD SINCE COMPANY EMPLOYEE SINCE AGE
- -------------------- ----------------- ---------------------- ---
Carl E. Midkiff, President and Chief 2001 08/01/99 53
Executive Officer
Hobart A. Adkins, Secretary 2001 03/27/01 48
Charles D. Robinson, Treasurer 2001 03/27/01 49
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BOARD INFORMATION
NUMBER OF MEETINGS
The board of directors met three times during the fiscal year ended
June 30, 2003. All of the company's directors attended 100% of all board and
committee meetings during the fiscal year ended June 30, 2003.
BOARD COMMITTEES
The board of directors has not established formal committees as the
entire board serves in these capacities. Carl Midkiff performs the audit
committee functions and carries out these functions under a written charter.
REPORT OF CARL MIDKIFF CONCERNING THE AUDIT - Carl Midkiff oversees the
company's financial reporting process. Mr. Midkiff has the primary
responsibility for the financial statements and the reporting process, including
the systems of internal controls. In fulfilling his oversight responsibilities
for fiscal 2003, Mr. Midkiff reviewed the audited financial statements in the
Form 10-K with the company's auditors including a discussion of the quality, not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity and disclosures in the financial
statements.
Mr. Midkiff reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, his judgments as to
the quality, not just the acceptability, of the company's accounting principles
and such other matters as are required to be discussed under generally accepted
auditing standards.
In reliance on the reviews and discussions referred to above, Mr.
Midkiff recommended to the board of directors (and the board has approved) that
the audited financial statements be included in the Form 10-K for the fiscal
year ended June 30, 2003, for filing with the SEC. Mr. Midkiff and the board
have also approved the selection of the company's independent auditors.
Based upon the review and discussions referred to above, the board of
directors recommends that the audited financial statements for the fiscal year
ended June 30, 2003, be included in the company's Annual Report on Form 10-K and
filed with the SEC.
October 21, 2003
Hobart A. Adkins
Richard Monga
Carl E. Midkiff
Charles D. Robinson
This report shall not be deemed to be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, unless the company specifically incorporates
this report by reference. They will not otherwise be filed under such Acts.
AUDIT FEES - The fees billed by Sullivan, Ware & Hall, PLLC, for
professional services rendered for the audit of the annual financial statements
for the fiscal year ended June 30, 2003, and for the reviews of the financial
statements included in the Quarterly Reports on Form 10-Q for that fiscal year,
were $27,662. There were no services rendered regarding financial information
systems design and implementation.
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BOARD COMPENSATION
Directors receive $100.00 for each board meeting of the company they
attend. In the fiscal year ended June 30, 2003, the board of directors of the
company received $200.00 each, in the aggregate, for all board of directors'
meetings attended and all fees paid.
ITEM 11. EXECUTIVE COMPENSATION
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Mr. Midkiff's salary is determined annually by the board of directors
based on several objective and subjective factors. The board considers
industry-wide salary information for executives in the hotel industry which is
compiled through surveys conducted by recognized publications in the hotel
industry. Members of the board of directors also subjectively apply their own
familiarity of the local market for business executives to ensure Mr. Midkiff's
annual salary is set at an appropriate level considering the local business
climate, Mr. Midkiff's expertise in the hotel business, the cost to replace Mr.
Midkiff with another executive with equivalent experience and the success of the
company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
company's directors and executive officers, and persons who own more than 10% of
the registered class of the company's equity securities, to make stock ownership
and transaction filings with the Securities and Exchange Commission and to
provide copies to the company. The company is currently reviewing the stock
ownership and transaction filings of its directors and executive officers. The
company is aware that certain reports were due prior to June 30, 2002, that were
not filed by Mr. Midkiff, Violet Midkiff, Mr. Adkins, Mr. Monga and Mr.
Robinson. Other than these reports, the company is not aware of any filings that
would have been required to have been made since June 30, 2002.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Compensation. The table below reflects information
concerning the annual compensation for services in all capacities to the
corporation for the fiscal years ended June 30, 2003, 2002, and 2001, of those
persons who were, as of June 30, 2003, (a) the chief executive officer, and (b)
the four other most highly compensated executive officers to the extent that
such persons' total annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION (1)
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NAME AND PRINCIPAL OTHER ANNUAL
POSITION FISCAL YEAR SALARY BONUS COMPENSATION
- ------------------ ----------- ------ ----- ------------
Carl E. Midkiff, President and 2003 $86,000.00 $52,348.00 $1,100
Chief Executive Officer 2002 $45,923.18 $38,668.85 $ 0
2001 $38,912.04 $51,796.10 $ 0
(1) Does not include perquisites and other personal benefits, the amount of
which are not shown because the aggregate amount of such compensation during the
years presented did not exceed the lesser of $50,000 or 10% of total salary and
bonus reported for such executive officer. The company provides Mr. Midkiff with
the use of a vehicle.
The company does not maintain any form of stock option, stock
appreciation rights or other long-term compensation plans. There are no
employment or change in control agreements.
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ITEM 12. SECURITY OWNWERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of October 15, 2003,
relating to the beneficial ownership of the common stock by (a) each person or
group known by the company to own beneficially more than 5% of the outstanding
common stock; (b) each of the company's directors; and (c) all directors and
executive officers of the company as a group. Ownership includes direct and
indirect (beneficial) ownership as defined by SEC rules.
Amount and Nature of
Name and Address Beneficial Ownership (1) Percent of Class
- ---------------- ------------------------ ----------------
Hobart A. Adkins 100 Direct *
Carl E. Midkiff 60,111 Direct 54.80%
807,669 Indirect
Violet Midkiff 462,777 Direct 29.23%
Charles D. Robinson 100 Direct *
All Directors and Executive Officers 867,669 Indirect 55.36%
as a Group
(1) For purposes of this table, beneficial ownership has been determined in
accordance with the provisions of rule 13d-3 of the Securities Exchange Act of
1934 under which, in general, a person is deemed to be the beneficial owner of a
security if he has or shares the power to dispose of or direct the disposition
of the security, or if he has the right to acquire beneficial ownership of the
security within 60 days.
(2) Consists of 161,792 shares owned by Violet Midkiff, Carl Midkiff's mother
which Carl Midkiff exercises voting power; 100,985 shares owned by Violet
Midkiff, Wade Midkiff and Lewis Midkiff as joint tenants with right of
survivorship (Wade Midkiff and Lewis Midkiff are the minor sons of Carl Midkiff
and Violet Midkiff is Carl Midkiff's mother); 264,158 shares owned by MMS
Limited Partnership of which an entity owned by Carl Midkiff is general partner
and Carl Midkiff is a limited partner owning 75% of the limited partnership;
40,727 shares owned by Prestige Property, Inc., a corporation owned by Carl
Midkiff and his immediate family; 200,000 shares owned by the Violet Midkiff
Irrevocable Trust of which Carl Midkiff is the trustee; 10,000 shares owned by
Lewis Midkiff of which Carl Midkiff acts as custodian; 10,000 shares owned by
Wade Midkiff of which Carl Midkiff acts as custodian; 10,007 shares owned by the
Wade Midkiff Irrevocable Trust of which Carl Midkiff is the trustee; and 10,000
shares owned by Elizabeth Midkiff who is Carl Midkiff's wife.
* Less than one percent.
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SIGNATURES
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.
(Registrant) UPTOWNER INNS, INC.
By /s/ Carl Midkiff
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Carl Midkiff, President and Chief
Executive Officer
October 27, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By /s/ Richard Monga
---------------------------------
Richard Monga, Vice President and
Director
October 27, 2003
By /s/ David Robinson
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David Robinson, Treasurer and
Director (Principal Financial and
Accounting Officer)
October 27, 2003
By /s/ Hobard Adkins
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Hobart Adkins, Secretary
October 27, 2003
By /s/ Carl Midkiff
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Carl Midkiff, President and Chief
Executive Officer
October 27, 2003
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