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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 1-05450
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THE WACKENHUT CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 59-0857245
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1500 San Remo Avenue, Coral Gables, FL 33146
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (305) 666-5656
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Securities registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which registered
Common Stock, Series A, $.10 par value New York Stock Exchange
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Common Stock, Series B, $.10 par value New York Stock Exchange
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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. [ ]
At February 15, 1995, the aggregate market value of the 3,858,885 shares of
Common Stock, Series A, the registrant's sole class of voting stock, held by
non-affiliates of the registrant was $25,040,782. At February 15, 1995,
3,858,885 shares of Series A and 5,794,539 shares of Series B of the
registrant's Common Stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the registrant's Annual Report to Shareholders for the fiscal year
ended January 1, 1995 are incorporated by reference into Parts II and IV of
this report.
Parts of the registrant's Proxy Statement for its 1995 Annual Meeting of
Shareholders are incorporated by reference in Part III of this Annual Report.
EXHIBIT INDEX IS ON PAGE 17
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PART I
ITEM 1. BUSINESS
The Wackenhut Corporation was incorporated in Florida in 1958 as a successor
corporation to a partnership founded in 1954 by George R. Wackenhut and three
associates. The Wackenhut Corporation, together with its consolidated
subsidiaries (the corporation), engages in the business of providing security
and other support services to business, industrial and government clients. The
corporation's business is conducted from more than 275 domestic and foreign
offices and site locations.
A subsidiary of the corporation, Wackenhut Corrections Corporation (WCC)
provides facility management and construction services to detention and
correctional facilities. WCC operates in a different industry segment than
other divisions of the corporation.
The corporation had record revenues of $747.7 million for fiscal 1994, or an
increase of $83.5 million (13%). The increase in revenues over fiscal 1993 was
due principally to the Security Services Division, which reported an increase
in revenues of $37.6 million over fiscal 1993 and to Wackenhut Corrections
Corporation whose 1994 revenues exceeded 1993 revenues by $42.7 million .
Operating income was $6.6 million in 1994, and net income was $1.4 million,
primarily due to a charge against earnings of $8.7 million ($5.4 million after
income taxes) in the fourth quarter of 1994 to write-down the carrying value of
the corporation's headquarters building and an extraordinary charge of $1.4
million ($887,000 after income taxes) for the early retirement of senior debt.
SERVICES
The corporation is engaged in a variety of services, with security guard
services as the largest contributor to the corporation's revenues. Other
services provided by the corporation include, correctional food service,
integrated security programs, job corps facilities management, nuclear power
plant security and consulting services and investigative services. WCC provides
correctional and detention facilities management and construction services to
detention and correctional facilities.
SECURITY GUARD SERVICES
The corporation furnishes security officers (armed and unarmed) to protect its
clients' property against fire, theft, intrusion, vandalism, and other physical
harm. Specialized physical security services offered by the corporation include
executive protection, crash-fire-rescue services and fire protection services
at airports and governmental installations, pre-departure screening of
passengers and luggage at airport terminals and emergency and security services
during natural disasters and labor-management disputes. The corporation also
provides security consulting services to survey, analyze and minimize client
security problems and trains security officers and fire and crash-fire-rescue
personnel employed by its clients.
The contracts of the corporation with private industry for security guard
services usually are for a term of one year with automatic renewal from year to
year unless terminated by either party. Most of these contracts are subject to
termination by either party on thirty days prior notice. Billing rates are
based on a specified rate per hour and generally are subject to renegotiation
or escalation if related costs increase because of changes in mini-
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
The information required by Items 10, 11, 12 and 13 of Form 10-K (except such
information as is furnished in a separate caption "Executive Officers of the
Registrant" and included in Part I, hereto) will be contained in, and is
incorporated by reference from, the proxy statement (with the exception of the
Board Compensation Committee Report and the Performance Graph) for the
corporation's 1995 Annual Meeting of Shareholders, which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Report of Independent Certified Public Accountants --- Page 15
The following consolidated financial statements of the corporation,
included in the Registrant's Annual Report to its Shareholders for the
fiscal year ended January 1, 1995 are incorporated by reference in
Item 8:
Consolidated Balance Sheets - January 1, 1995 and January 2, 1994
Consolidated Statements of Income - Fiscal years ended January 1,
1995, January 2, 1994 and January 3, 1993.
Consolidated Statements of Cash Flows - Fiscal years ended January 1,
1995, January 2, 1994 and January 3, 1993.
Consolidated Statements of Shareholders' Interest - Fiscal years ended
January 1, 1995, January 2, 1994 and January 3, 1993.
Notes to Consolidated Financial Statements
With the exception of the information incorporated by reference
from the 1994 Annual Report to Shareholders in Items 5, 6, 7, 8, and 14
of Parts II and IV of this Form 10-K, the Registrant's 1994 Annual
Report to shareholders is not to be deemed filed as a part of the
Report.
2. Financial Statement Schedules
Schedule VIII - Valuation and Qualifying Accounts --- Page 16
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All other schedules specified in the accounting regulations of the Securities
and Exchange Commission have been omitted because they are either inapplicable
or not required. Individual financial statements of The Wackenhut Corporation
have been omitted because it is primarily an operating company and all
significant subsidiaries included in the consolidated financial statements
filed with this Annual Report are majority-owned.
3. Exhibits
The following exhibits are filed as part of this Annual Report:
Exhibit 3(a) - Amended and Restated Articles of Incorporation
(incorporated by reference to the corporation's Form 10-K Annual
Report for the year ended January 3, 1993).
Exhibit 3(b) - Bylaws currently in effect, as amended through October
27, 1990 (incorporated by reference to the corporation's Form 10-K
Annual Report for the year ended December 30, 1990).
Exhibit 4(a) - Revolving Credit and Reimbursement Agreement by and
among The Wackenhut Corporation, the company - NationsBank of Florida,
N. A., and Bank of America Illinois, as Lenders - and NationsBank of
Florida, N.A., as Agent dated January 5, 1995.
Exhibit 4(b) - Receivables Purchase Agreement dated as of January 5,
1995 Among The Wackenhut Corporation, as Seller, and Receivables
Capital Corporation and Enterprise Funding Corporation, each
as a Purchaser and Bank of America National Trust and Savings
Association and NationsBank of North Carolina, N.A., each as a
Managing Agent and Bank of America National Trust and Savings
Association as the Administrative Agent.
Exhibit 4(c) - $15,000,000 Credit Agreement dated as of December 12,
1994 between Wackenhut Corrections Corporation as Borrower and Barnett
Bank of South Florida, N.A. as Lender.
Exhibit 10(a) - Amendments to the Deferred Compensation Agreements for
Executive Officers (the "Senior Plan"): Alan B. Bernstein, Richard R.
Wackenhut, Fernando Carrizosa, Timothy P. Cole, Robert C. Kneip
(incorporated by reference to the Corporation's Form 10-K Annual
Report for the year ended December 29, 1991).
Exhibit 10(b) - Deferred Compensation Agreement (the "Senior Plan")
for Richard C. DeCook (incorporated by reference to the Corporation's
Form 10-K Annual Report for the year ended January 2, 1994).
Exhibit 10(c) - Executive Retirement Plan adopted during fiscal year
1989 by the Board of Directors (incorporated by reference to the
Corporation's Form 10-K Annual Report for the year ended December 31,
1989).
Exhibit 10(d) - Amended, Split Dollar arrangement with George R. and
Ruth J. Wackenhut adopted by the Board of Directors in October of 1989
(incorporated by reference to the corporation's Form 10-K Annual
Report for the year ended December 31, 1989).
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Exhibit 10(e) - Amended and Restated Revolving Credit and
Reimbursement Agreement between The Wackenhut Corporation and
NationsBank of Florida, National Association dated July 1, 1993
(incorporated by reference to the Corporation's Form 10-K Annual
Report for the year ended January 2, 1994).
Exhibit 10(f) - Amendment dated March 7, 1995 to the Amended and
Restated Revolving Credit and Reimbursement Agreement between The
Wackenhut Corporation and NationsBank of Florida, N.A., dated July 1,
1993.
Exhibit 13 - Annual Report to Shareholders for the year ended January
1, 1995, beginning with page 21 (to be deemed filed only to the extent
required by the instructions to exhibits for reports on Form 10-K).
Exhibit 13(a) - Amended pages to Annual Report to Shareholders for the
year ended January 1, 1995, beginning with page 22 (to be deemed filed
only to the extent required by the instructions to exhibits for
reports on Form 10-K).
Exhibit 21 - Subsidiaries of the Corporation.
Exhibit 23 - Power of Attorneys for Directors Julius W. Becton,
Richard G. Capen, Anne N. Foreman, Edward L. Hennessy, Jr.,
P.X. Kelley, Robert Q. Marston, Jorge Mas Canosa, Nancy Clark Reynolds,
Thomas P. Stafford, George R. Wackenhut and Richard R. Wackenhut.
(b). Reports on Form 8-K.
On August 12, 1994, the corporation filed a current report on Form 8-K to
report the initial public offering of Wackenhut Corrections Corporation, a
subsidiary of the corporation. After the completion of the sale, the
corporation owns 73.3% of the issued and outstanding shares of common stock of
the subsidiary. Financial statements and pro forma financial information were
not required since the transaction did not meet materiality requirements.
On January 30, 1995, the corporation filed a current report on Form 8-K to
report that it will take a special, one-time charge in the fourth quarter of
fiscal 1994 to provide for a loss resulting from the write-down in the carrying
value of its headquarters building in Coral Gables, Florida. The loss
resulting from the write-down of the headquarters building carrying value of
$8.7 million is due to management's decision to sell the Corporation's
headquarters building.
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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.
THE WACKENHUT CORPORATION
Date: July 20, 1995 By:/s/ Richard C. DeCook
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Richard C. DeCook, Senior Vice President - Finance
and Chief Financial Officer
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.
Date: July 20,1995 /s/ George R. Wackenhut
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George R. Wackenhut, Chairman of the Board
and Chief Executive Officer (principal executive officer)
Date: July 20,1995 /s/ Richard C. DeCook
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Richard C. DeCook, Senior Vice President - Finance
and Chief Financial Officer
Date: July 20, 1995 /s/ Juan D. Miyar
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Juan D. Miyar, Vice President - Accounting Services
and Corporate Controller (principal accounting officer)
/s/ Julius W. Becton, Jr.*
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JULIUS W. BECTON, JR.
Director
/s/ Richard G. Capen, Jr.*
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RICHARD G. CAPEN, JR.
Director
/s/ Anne N. Foreman*
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ANNE N. FOREMAN
Director
/s/ Edward L. Hennessy, Jr. *
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EDWARD L. HENNESSY, JR.
Director
/s/ P. X. Kelley *
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PAUL X. KELLEY
Director
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/s/ Robert Q. Marston *
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ROBERT Q. MARSTON
Director
/s/ Jorge L. Mas Canosa *
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JORGE L. MAS CANOSA
Director
/s/ Nancy Clark Reynolds*
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NANCY CLARK REYNOLDS
Director
/s/ Thomas P. Stafford *
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THOMAS P. STAFFORD
Director
/s/ George R. Wackenhut *
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GEORGE R. WACKENHUT
Director
/s/ Richard R. Wackenhut*
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RICHARD R. WACKENHUT
Director
Dated: July 20, 1995 *By /s/ James P. Rowan
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JAMES P. ROWAN, Attorney-in-fact
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