10-K/A 1 a76020a1e10-ka.txt FORM 10-K, AMENDMENT NO. 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year ended June 30, 2001 [ ] 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: 1-7134 MERCURY AIR GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 95-4836590 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 5456 McConnell Avenue, Los Angeles, California 90066 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (310) 827-2737 Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on Title of Each Class Which Registered ------------------- ------------------------ Common Stock - Par Value $.01 American Stock Exchange Pacific Stock Exchange
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. Yes [ ] No [X.] As of September 26, 2001, 6,576,680 shares of the Registrant's Common Stock were outstanding. Of these shares, 2,058,113 shares were held by persons who may be deemed to be affiliates. The 4,518,567 shares held by non-affiliates as of September 26, 2001 had an aggregate market value (based on the closing price of these shares on the American Stock Exchange of $4.50 a share) of $20,335,552. As of September 26, 2001, there were no non-voting shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement which is to be distributed in connection with the Annual Meeting of Shareholders to be held in November 2001 are incorporated by reference into Part III of this Form 10-K. -------------------------------------------------------------------------------- (The Exhibit Index May Be Found at Page 25) 2 Explanatory Note This electronic report on Form 10-K/A is being filed solely for the purpose of including Exhibit 23.1. 3 Explanatory Note This Form 10K/A is being filed solely for the purpose of including Exhibit 23.1. Item 14 (a) Exhibits and Exhibit List All exhibits to this Form 10-K/A except those designated with two asterisks (**) which are filed herewith and those designated with three asterisks (***) which were filed with the initial filing of this Form 10-K on September 28, 2001 have previously been filed with the Commission, as referenced, and pursuant to 17 C.F.R. Section 230.411 are incorporated by reference herein.
EXHIBIT NO. DESCRIPTION --------- ----------- 2.1 Agreement and Plan of Merger adopted January 9, 2001. (17) 2.2 Certificate of Merger. (17) 3.1 Bylaws of Company adopted January 9, 2001. (17) 3.2 Certificate of Incorporation. (17) 4.1 Loan Agreement between California Economic Development Financing Authority and Mercury Air Group, Inc. relating to $19,000,000 California Economic Development Financing Authority Variable Rate Demand Airport Facilities Revenue Bonds, Series 1998 (Mercury Air Group, Inc. Project) dated as of April 1, 1998. (2) 4.2 Securities Purchase Agreement dated September 10, 1999 by and among Mercury Air Group, Inc. and J.H. Whitney Mezzanine Fund, L.P. (12) 4.3 Amendment No. 1 dated as of September 30, 2000 by and between J.H. Whitney Mezzanine, L.P. and Mercury Air Group, Inc. to the Securities Agreement. (16) 4.4 Waiver and Consent Agreement dated as of December 29, 2000 among Mercury Air Group, Inc. and J.H. Whitney Mezzanine Fund, L.P. (17) 4.5 Waiver and Consent Agreement dated as of July 2, 2001 among Mercury Air Group, Inc. and J.H. Whitney Mezzanine Fund, L.P.*** 4.6 Waiver Agreement dated as of September 25, 2001 among Mercury Air Group, Inc. and J.H. Whitney Mezzanine Fund, L.P.*** 10.1 Company's 1990 Long-Term Incentive Plan. (4)* 10.2 Company's 1990 Directors Stock Option Plan. (1)* 10.3 Lease for 6851 West Imperial Highway, Los Angeles, California. (3) 10.4 Memorandum Dated September 15, 1997 regarding Summary of Officer Life Insurance Policies with Benefits Payable to Officers or Their Designated Beneficiaries. (8)* 10.5 Employment Agreement dated November 15, 1994 between the Company and Joseph Czyzyk. (9)* 10.6 Non-Qualified Stock Option Agreement dated March 21, 1996, by and between Frederick H. Kopko and Mercury Air Group, Inc. (6) * 10.7 Company's 1998 Long-Term Incentive Plan. (10) * 10.8 Company's 1998 Directors Stock Option Plan. (10) * 10.9 Amendment to Employment Agreement by and between Mercury Air Group, Inc. and Joseph A. Czyzyk dated October 15, 1998. (11) * 10.10 Amendment No. 2 to Employment Agreement by and between Mercury Air Group, Inc. and Joseph A. Czyzyk dated April 12, 1999. (11) * 10.11 Revolving Credit and Term Loan Agreement dated as of March 2, 1999 by and among Mercury Air Group, Inc., The Banks listed on Schedule 1 thereto, and The Fleet National Bank f/k/a BankBoston, N.A., as Agent. (11) 10.12 First Amendment to Revolving Credit and Term Loan Agreement dated as of September 10, 1999. (14) 10.13 Second Amendment to Revolving Credit and Term Loan Agreement dated as of March 31, 2000. (14) 10.14 Third Amendment, Waiver and Consent to Revolving Credit and Term Loan Agreement dated as of August 11, 2000. (14) 10.15 The Company's 401(k) Plan consisting of CNA Trust Corporation. Regional Prototype Defined Contribution Plan and Trust and Adoption Agreement. (14)* 10.16 Amendment No. 3 to Employment Agreement by and between Mercury Air Group, Inc. and Joseph A. Czyzyk dated September 11, 2000. (15)* 10.17 Employment Agreement dated July 31, 2000 between the Company and Dr. Philip J. Fagan. (15)* 10.18 Fourth Amendment to Revolving Credit and Term Loan Agreement dated as of November 14, 2000. (16)
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EXHIBIT NO. DESCRIPTION --------- ----------- 10.19 Amendment No. 1 to Mercury Air Group, Inc. 1998 Long-Term Incentive Option Plan as of August 22, 2000. (16)* 10.20 Amendment No. 1 to Mercury Air Group, Inc. 1998 Directors Stock Option Plan as of August 22, 2000. (16)* 10.21 Limited Waiver letter Agreement to Revolving Credit and Term Loan Agreement dated as of September 21, 2001.*** 10.22 Agreement with Management & Report Technologies, Inc. (18) 22.1 Subsidiaries of Registrant.*** 23.1 Consent of Deloitte & Touche, LLP.** 99.1 Partnership Agreement dated as of July 27, 2000 of CFK Partners by and among Philip J. Fagan, M.D., Frederick H. Kopko, Jr. and Joseph A. Czyzyk. (13)
---------- * Denotes managements contract or compensation plan or arrangement. (1) Such document was previously filed as Appendix A to the Company's Proxy Statement for the December 10, 1993 Annual Meeting of Shareholders and is incorporated herein by reference. (2) All such documents were previously filed as Exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and are incorporated herein by reference. (3) All such documents were previously filed as Exhibits to the Company's Registration Statement No. 33-39044 on Form S-2 and are incorporated herein by reference. (4) Such document was previously filed as Appendix A to the Company's Proxy Statement for the December 2, 1992 Annual Meeting of Shareholders. (5) All such documents were previously filed as Exhibits to the Company's Registration Statement No. 33-65085 on Form S-1 and are incorporated herein by reference. (6) All such documents were previously filed as Exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and are incorporated herein by reference. (7) All such documents were previously filed as Exhibits to the Company's Report on Form 8-K filed September 13, 1996 and are incorporated herein by reference. (8) Such document was previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 1997 and is incorporated herein by reference. (9) All such documents were previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 and is incorporated herein by reference. (10) Such document was previously filed as Appendix A to the Company's Proxy Statement for the December 3, 1998 Annual Meeting of Shareholders and incorporated herein by reference. (11) All such documents were previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 and incorporated herein by reference. (12) All such documents were previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 1999 and is incorporated herein by reference. 26 5 (13) Such document was previously filed as an Exhibit to the Company's current Report on Form 8-K on August 11, 2000 and is incorporated herein by reference. (14) All such documents were previously filed as an Exhibit to the Company's Annual Report on Form 10-K for the year ended June 30, 2000 and is incorporated herein by reference. (15) All such documents were previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference. (16) All such documents were previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference. (17) All such documents were previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and incorporated herein by reference. (18) Such document was previously filed as an Exhibit to the Company's Amendment No. 2 in Registration Statement No. 33-60992 on Form S-1 and is incorporated herein by reference. (b) Reports on Form 8-K: None 27 6 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 in the City of Los Angeles, State of California, on October 5, 2001. MERCURY AIR GROUP, INC. By: /s/ Philip J. Fagan, Jr., M.D. ------------------------------------ Philip J. Fagan, Jr., M.D. Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and on the dates indicated: Signers: Chairman of the Board /s/ Philip J. Fagan, Jr. M.D. ---------------------------------------- Philip J. Fagan, Jr., M.D. Dated: October 5, 2001 Chairman of the Board Principal Executive Officer and Director: /s/ Joseph Czyzyk ---------------------------------------- Joseph Czyzyk Dated: October 5, 2001 Chief Executive Officer and Director Principal Financial and Accounting Officer: /s/ Randolph E. Ajer ---------------------------------------- Randolph E. Ajer Dated: October 5, 2001 Executive Vice President and Treasurer Additional Directors: /s/ Frederick H. Kopko, Jr. ---------------------------------------- Frederick H. Kopko, Jr. Dated: October 5, 2001 Director /s/ Robert L. List ---------------------------------------- Robert L. List Dated: October 5, 2001 Director /s/ Harold Bowling ---------------------------------------- Harold Bowling Dated: October 5, 2001 Director
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