UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from.....................to.....................
Commission File Number: 814-61
CAPITAL SOUTHWEST CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1072796
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
12900 Preston Road, Suite 700, Dallas, Texas
75230
(Address of principal executive offices)
(Zip Code)
(972) 233-8242
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $1.00 par value
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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of May 1, 2003 was $97,852,305, based on the last sale price of
such stock as quoted by Nasdaq on such date (officers, directors and 5%
shareholders are considered affiliates for purposes of this calculation).
The number of shares of common stock outstanding as of May 15, 2003 was
3,829,051.
Documents Incorporated by Reference Part of Form 10-K
(1) Annual Report to Shareholders for the Year Ended Parts I and II; and
March 31, 2003 Part IV, Item 14(a)(1) and (2)
(2) Proxy Statement for Annual Meeting of Shareholders Part III
to be held July 21, 2003
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business......................................................1
Item 2. Properties....................................................1
Item 3. Legal Proceedings.............................................2
Item 4. Submission of Matters to a Vote of Security Holders...........2
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.........................................2
Item 6. Selected Financial Data.......................................2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................2
Item 7A. Quantitative and Qualitative Disclosures About Market Risk....2
Item 8. Financial Statements and Supplementary Data...................3
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure....................................3
PART III
Item 10. Directors and Executive Officers of the Registrant............3
Item 11. Executive Compensation........................................4
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters............................4
Item 13. Certain Relationships and Related Transactions................5
Item 14. Controls and Procedures.......................................5
Item 15. Principal Accountant Fees and Services........................5
PART IV
Item 16. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K ...............................................5
Signatures ...................................................................6
Certifications..............................................................7-8
Exhibit Index..............................................................9-10
PART I
Item 1. Business
Capital Southwest Corporation (the "Company") was organized as a Texas
corporation on April 19, 1961. Until September 1969, the Company operated as a
licensee under the Small Business Investment Act of 1958. At that time, the
Company transferred to its wholly-owned subsidiary, Capital Southwest Venture
Corporation ("CSVC"), certain of its assets and its license as a small business
investment company ("SBIC"). CSVC is a closed-end, non-diversified investment
company of the management type registered under the Investment Company Act of
1940 (the "1940 Act"). Prior to March 30, 1988, the Company was registered as a
closed-end, non-diversified investment company under the 1940 Act. On that date,
the Company elected to become a business development company subject to the
provisions of Sections 55 through 65 of the 1940 Act, as amended by the Small
Business Incentive Act of 1980.
The Company is a venture capital investment company whose objective is
to achieve capital appreciation through long-term investments in businesses
believed to have favorable growth potential. The Company's investments are
focused on early-stage financings, expansion financings, management buyouts and
recapitalizations in a broad range of industry segments. The portfolio is a
composite of companies in which the Company has major interests as well as a
number of developing companies and marketable securities of established
publicly-owned companies. The Company makes available significant managerial
assistance to the companies in which it invests and believes that providing
material assistance to such investee companies is critical to its business
development activities.
The twelve largest investments of the Company had a combined cost of
$42,715,312 and a value of $251,201,091, representing 87.5% of the value of the
Company's consolidated investment portfolio at March 31, 2003. For a narrative
description of the twelve largest investments, see "Twelve Largest Investments -
March 31, 2003" on pages 8 through 10 of the Company's Annual Report to
Shareholders for the Year Ended March 31, 2003 (the "2003 Annual Report") which
is herein incorporated by reference. Certain of the information presented on the
twelve largest investments has been obtained from the respective companies and,
in certain cases, from public filings of such companies. The financial
information presented on each of the respective companies is from such
companies' financial statements, which in some instances are unaudited.
The Company competes for attractive investment opportunities with
venture capital partnerships and corporations, venture capital affiliates of
industrial and financial companies, SBICs and wealthy individuals.
The number of persons employed by the Company at March 31, 2003 was
seven.
The Company's internet website address is www.capitalsouthwest.com. You
can review the filings Capital Southwest Corporation has made with U.S.
Securities and Exchange Commission ("SEC"), free of charge by linking directly
from our website to NASDAQ, a database that links to EDGAR, the Electronic Data
Gathering, Analysis, and Retrieval System of the SEC. You should be able to
access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
Item 2. Properties
The Company maintains its offices at 12900 Preston Road, Suite 700,
Dallas, Texas, 75230, where it rents approximately 3,700 square feet of office
space pursuant to a lease agreement expiring in February 2008. The Company
believes that its offices are adequate to meet its current and expected future
needs.
1
Item 3. Legal Proceedings
The Company has no material pending legal proceedings to which it is a
party or to which any of its property is subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended March 31, 2003.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information set forth under the captions "Shareholder Information -
Shareholders, Market Prices and Dividends" on page 33 of the 2003 Annual Report
is herein incorporated by reference.
Item 6. Selected Financial Data
"Selected Consolidated Financial Data" on page 32 of the 2003 Annual
Report is herein incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Pages 29 through 31 of the Company's 2003 Annual Report are herein
incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is subject to financial market risks, including changes in
marketable equity security prices. The Company does not use derivative financial
instruments to mitigate any of these risks. The return on the Company's
investments is not materially affected by foreign currency fluctuations.
The Company's investment in portfolio securities consists of fixed rate
debt securities which totaled $3,351,750 at March 31, 2003, equivalent to 1.17%
of the value of the Company's total investments. Since these debt securities
usually have relatively high fixed rates of interest, minor changes in market
yields of publicly-traded debt securities have little or no effect on the values
of debt securities in the Company's portfolio and no effect on interest income.
The Company's investments in debt securities are generally held to maturity and
their fair values are determined on the basis of the terms of the debt security
and the financial condition of the issuer.
A portion of the Company's investment portfolio consists of debt and
equity securities of private companies. The Company anticipates little or no
effect on the values of these investments from modest changes in public market
equity valuations. Should significant changes in market valuations of comparable
publicly-owned companies occur, there would be a corresponding effect on
valuations of private companies, which would affect the value and the amount and
timing of proceeds eventually realized from these investments. A portion of the
Company's investment portfolio also consists of restricted common stocks and
warrants to purchase common stocks of publicly-owned companies. The fair values
of these restricted securities are influenced by the nature of applicable resale
restrictions, the underlying earnings and financial condition of the issuers of
such restricted securities and the market valuations of comparable
publicly-owned companies. A portion of the Company's investment portfolio also
consists of unrestricted, freely marketable common stocks of publicly-owned
companies. These freely marketable investments, which are valued at the public
market price, are directly exposed to equity price risks, in that a change in an
issuer's public market equity price would result in an identical change in the
fair value of the Company's investment in such security.
2
Item 8. Financial Statements and Supplementary Data
Pages 11 through 28 of the Company's 2003 Annual Report are herein
incorporated by reference. See also Item 16 of this Form 10-K - "Exhibits,
Financial Statement Schedules, and Reports on Form 8-K".
Selected Quarterly Financial Data (Unaudited)
---------------------------------
The following presents a summary of the unaudited quarterly
consolidated financial information for the years ended March 31, 2003 and 2002.
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
--------- --------- --------- --------- ---------
(In thousands, except per share amounts)
2003
- ----
Net investment income $ 475 $ 484 $ 984 $ 356 $ 2,299
Net realized gain (loss) on investments (318) 37 13 1,614 1,346
Net increase (decrease) in unrealized
appreciation of investments (14,528) (32,274) 3,478 (2,048) (45,372)
Net increase (decrease) in net assets from
operations (14,371) (31,754) 4,476 (78) (41,727)
Net increase (decrease) in net assets from
operations per share (3.75) (8.30) 1.17 (0.02) (10.90)
2002
- ----
Net investment income $ 429 $ 383 $ 921 $ 309 $ 2,042
Net realized gain (loss) on investments -- (450) 1,084 (1,172) (538)
Net increase (decrease) in unrealized
appreciation of investments 15,310 (1,139) 7,296 2,707 24,174
Net increase (decrease) in net assets from
operations 15,739 (1,206) 9,301 1,844 25,678
Net increase (decrease) in net assets from
operations per share 4.11 (0.32) 2.43 0.48 6.70
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On Form 8-K dated May 9, 2003, the Company reported the dismissal of
KPMG LLP as accountants for the fiscal year ending March 31, 2004 and the
appointment of Ernst & Young LLP.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information set forth under the caption "Proposal 1: Election of
Directors" in the Company's definitive Proxy Statement for Annual Meeting of
Shareholders to be held July 21, 2003, filed pursuant to Regulation 14A under
the Securities Exchange Act of 1934, on or about June 6, 2003 (the "2003 Proxy
Statement") is herein incorporated by reference.
Executive Officers of the Registrant
The officers of the Company, together with the offices in the Company
presently held by them, their business experience during the last five years and
their ages are as follows:
William M. Ashbaugh, age 48, has served as Vice President of the Company
since 2001. He previously served as Managing Director in the corporate
finance departments of Hoak Breedlove Wesneski & Co. from 1998 to 2001,
Principal Financial Securities from 1997 to 1998 and Southwest
Securities from 1995 to 1997.
3
Patrick F. Hamner, age 47, has served as Vice President of the Company
since 1986 and was an investment associate with the Company from 1982
to 1986.
Susan K. Hodgson, age 41, has served as Secretary-Treasurer of the Company
since 2001 and was the Controller of the Company from 1994.
Gary L. Martin, age 56, has been a director of the Company since July 1988
and has served as Vice President of the Company since 1984. He
previously served as Vice President of the Company from 1978 to 1980.
Since 1980, Mr. Martin has served as President of The Whitmore
Manufacturing Company, a wholly-owned portfolio company.
William R. Thomas, age 74, has served as Chairman of the Board of Directors
of the Company since 1982 and President of the Company since 1980. In
addition, he has been a director of the Company since 1972 and was
previously Senior Vice President of the Company from 1969 to 1980.
No family relationship exists between any of the above-listed officers,
and there are no arrangements or understandings between any of them and any
other person pursuant to which they were selected as an officer. All officers
are elected to hold office for one year, subject to earlier termination by the
Company's board of directors.
Item 11. Executive Compensation
The information set forth under the caption "Compensation of Directors
and Executive Officers" in the 2003 Proxy Statement is herein incorporated by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information set forth under the captions "Stock Ownership of
Certain Beneficial Owners" and "Proposal 1: Election of Directors" in the 2003
Proxy Statement is herein incorporated by reference.
The table below sets forth certain information as of March 31, 2003
regarding the shares of our common stock available for grant or granted under
stock option plans that (i) were approved by our stockholders, and (ii) were not
approved by our stockholders.
Equity Compensation Plan Information
Number of Securities
Number of Securities Remaining Available For
To Be Issued Upon Weighted-Average Exercise Future Issuance Under Equity
Plan Category Exercise of Price Of Outstanding Compensation Plans
- ------------- Outstanding Options, Options, (excluding securities reflected
Warrants And Rights Warrants And Rights in column (a)
------------------- ------------------- -------------
(a) (b) (c)
--- --- ---
Equity 82,500 $58.336 85,500
compensation plans
approved by security
holders(1)
Equity - - -
compensation plans
not approved by
security holders
-------- -------- --------
Total 82,500 $58.336 85,500
- ---------
(1) Includes the 1984 Incentive Stock Option Plan and the 1999 Stock Option
Plan. For a description of these plans, please refer to Footnote 6
contained in our consolidated financial statements.
4
Item 13. Certain Relationships and Related Transactions
There were no relationships or transactions within the meaning of this
item during the fiscal year ended March 31, 2003 or proposed for the fiscal year
ending March 31, 2004.
Item 14. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our President and Chairman of the Board and Secretary-Treasurer have
reviewed and evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) as
of a date within 90 days before the filing date of this annual report. Based on
that evaluation, the President and Chairman of the Board and Secretary-Treasurer
have concluded that the Company's current disclosure controls and procedures are
effective and timely, providing all material information relating to the Company
required to be disclosed in reports filed or submitted under the Exchange Act.
Changes in Internal Controls
There have not been any significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. We are not aware of any significant
deficiencies or material weaknesses, therefore no corrective actions were taken.
Item 15. Principal Accountant Fees and Services
The information set forth under the caption "Audit and Other Fees" and
"Proposal 2: Ratification of Appointment of Independent Auditors" in the 2003
Proxy Statement is herein incorporated by reference.
PART IV
Item 16. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) The following financial statements included in pages 11 through 28
of the Company's 2003 Annual Report are herein incorporated by reference:
(A) Portfolio of Investments - March 31, 2003
Consolidated Statements of Financial Condition - March 31, 2003
and 2002
Consolidated Statements of Operations - Years Ended March 31, 2003,
2002 and 2001
Consolidated Statements of Changes in Net Assets - Years Ended
March 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows - Years Ended March 31, 2003,
2002 and 2001
(B) Notes to Consolidated Financial Statements
(C) Notes to Portfolio of Investments
(D) Selected Per Share Data and Ratios
(E) Independent Auditors' Report
(F) Portfolio Changes During the Year
(a)(2) All schedules are omitted because they are not applicable or not
required, or the information is otherwise supplied.
(a)(3) See the Exhibit Index on page 9.
(b) The Company filed no reports on Form 8-K during the three months ended
March 31, 2003.
5
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.
CAPITAL SOUTHWEST CORPORATION
By: /s/ William R. Thomas
-----------------------------
William R. Thomas, President
and Chairman of the Board
Date: June 13, 2003
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ William R. Thomas
- ------------------------ President and Chairman June 13, 2003
William R. Thomas of the Board and Director
(chief executive officer)
/s/ Gary L. Martin
- ------------------------ Director June 13, 2003
Gary L. Martin
/s/ Graeme W. Henderson
- ------------------------ Director June 13, 2003
Graeme W. Henderson
/s/ James M. Nolan
- ------------------------ Director June 13, 2003
James M. Nolan
/s/ John H. Wilson
- ------------------------ Director June 13, 2003
John H. Wilson
/s/ Susan K. Hodgson
- ------------------------ Secretary-Treasurer June 13, 2003
Susan K. Hodgson (chief financial/accounting officer)
6
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, William R. Thomas, President and Chairman of the Board of the Company,
certify that:
1. I have reviewed this annual report on Form 10-K of Capital Southwest
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the consolidated financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could aversely affect the registrant's
ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 13, 2003 By: /s/ William R. Thomas
------------- -----------------------------
William R. Thomas, President
and Chairman of the Board
7
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, Susan K. Hodgson, Secretary-Treasurer of the Company, certify that:
1. I have reviewed this annual report on Form 10-K of Capital Southwest
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the consolidated financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could aversely affect the registrant's
ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 13, 2003 By: /s/ Susan K. Hodgson
------------- -------------------------------------
Susan K. Hodgson, Secretary-Treasurer
8
EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated
herein by reference to a prior filing, in accordance with Rule 12b-32 under the
Securities Exchange Act of 1934. (Asterisk denotes exhibits filed with this
report.)
Exhibit No. Description
----------- -----------
3.1(a) Articles of Incorporation and Articles of Amendment
to Articles of Incorporation, dated June 25, 1969
(filed as Exhibit 1(a) and 1(b) to Amendment No. 3 to
Form N-2 for the fiscal year ended March 31, 1979).
3.1(b) Articles of Amendment to Articles of Incorporation,
dated July 20, 1987 (filed as an exhibit to Form
N-SAR for the six month period ended September 30,
1987).
3.2 By-Laws of the Company, as amended (filed as Exhibit
2 to Amendment No. 11 to Form N-2 for the fiscal year
ended March 31, 1987).
4.1 Specimen of Common Stock certificate (filed as
Exhibit 4.1 to Form 10-K for the fiscal year ended
March 31, 2002).
10.1 The RectorSeal Corporation and Jet-Lube, Inc.
Employee Stock Ownership Plan as revised and restated
effective April 1, 1998 (filed as Exhibit 10.1 to
Form 10-K for the fiscal year ended March 31, 2002).
10.2 Amendment No. I to The RectorSeal Corporation and
Jet-Lube, Inc. Employee Stock Ownership Plan as
revised and restated effective April 1, 1998 (filed
as Exhibit 10.2 to Form 10-K for the fiscal year
ended March 31, 2002).
10.3* Amendment No. 2 to The RectorSeal Corporation and
Jet-Lube, Inc. Employee Stock Ownership Plan as
revised and restated effective April 1, 1998.
10.4 Retirement Plan for Employees of Capital Southwest
Corporation and Its Affiliates as amended and
restated effective April 1, 1989 (filed as Exhibit
10.3 to Form 10-K for the fiscal year ended March 31,
1995).
10.5 Amendments One and Two to Retirement Plan for
Employees of Capital Southwest Corporation and Its
Affiliates as amended and restated effective April 1,
1989 (filed as Exhibit 10.4 to Form 10-K for the
fiscal year ended March 31, 1998).
10.6 Amendment Three to Retirement Plan for Employees of
Capital Southwest Corporation and Its Affiliates as
amended and restated effective April 1, 1989 (filed
as Exhibit 10.5 to Form 10-K for the fiscal year
ended March 31, 2002).
9
10.7* Amendment Four to Retirement Plan for Employees of
Capital Southwest Corporation and Its Affiliates as
amended and restated effective April 1, 1989.
10.8* Amendment Five to Retirement Plan for Employees of
Capital Southwest Corporation and Its Affiliates as
amended and restated effective April 1, 1989.
10.9* Amendment Six to Retirement Plan for Employees of
Capital Southwest Corporation and Its Affiliates as
amended and restated effective April 1, 1989.
10.10 Capital Southwest Corporation and Its Affiliates
Restoration of Retirement Income Plan for certain
highly-compensated superseded plan participants
effective April 1, 1993 (filed as Exhibit 10.4 to
Form 10-K for the fiscal year ended March 31, 1995).
10.11 Amendment One to Capital Southwest Corporation and
Its Affiliates Restoration of Retirement Income Plan
for certain highly-compensated superceded plan
participants effective April 1, 1993 (filed as
Exhibit 10.6 to Form 10-K for the fiscal year ended
March 31, 1998).
10.12 Capital Southwest Corporation Retirement Income
Restoration Plan as amended and restated effective
April 1, 1989 (filed as Exhibit 10.5 to Form 10-K for
the fiscal year ended March 31, 1995).
10.13 Form of Indemnification Agreement which has been
established with all directors and executive officers
of the Company (filed as Exhibit 10.9 to Form 8-K
dated February 10, 1994).
10.14 Capital Southwest Corporation 1984 Incentive Stock
Option Plan as amended and restated as of April 20,
1987 (filed as Exhibit 10.10 to Form 10-K for the
fiscal year ended March 31, 1990).
10.15 Capital Southwest Corporation 1999 Stock Option Plan
(filed as Exhibit 10.10 to Form 10-K for the fiscal
year ended March 31, 2000).
13.1* Annual Report to Shareholders for the fiscal year
ended March 31, 2003.
16.1 Letter Regarding Change of Certifying Accountant
(incorporated by reference to Exhibit 16 to Form 8-K
filed on May 9, 2003).
21.1 List of subsidiaries of the Company (filed as exhibit
21 to Form 10-K for the fiscal year ended March 31,
1998).
23.1* Independent Auditors' Consent.
99.1* Certificate Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of the President and Chairman of the
Board of the Corporation.
99.2* Certificate Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of the Secretary-Treasurer of the
Corporation.
10