-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SfPP9tnPtFy1OsVHtzLqI0tTGGe1yJ/3zLS/Q2NQ1lh3yZXAKXWLZ42HoZvFv8ku oGFFQSdAbVs92MNtEyobYA== 0000926044-97-000058.txt : 19970505 0000926044-97-000058.hdr.sgml : 19970505 ACCESSION NUMBER: 0000926044-97-000058 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19970502 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNAPE & VOGT MANUFACTURING CO CENTRAL INDEX KEY: 0000056362 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 380722920 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01859 FILM NUMBER: 97594444 BUSINESS ADDRESS: STREET 1: 2700 OAK INDUSTRIAL DR NE CITY: GRAND RAPIDS STATE: MI ZIP: 49505 BUSINESS PHONE: 6164593311 MAIL ADDRESS: STREET 1: 2700 OAK INDUSTRIAL DRIVE, NE CITY: GRAND RAPIDS STATE: MI ZIP: 49505 10-K/A 1 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 June 30, 1996 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 2-18868 KNAPE & VOGT MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Michigan 38-0722920 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2700 Oak Industrial Drive, N.E., Grand Rapids, MI 49505 (Address of principal executive offices) (Zip Code) (616) 459-3311 (Registrant's telephone number, including area code) Securities registered pursuant to 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities Registered pursuant to Section 12(g) of the Act: Common Stock, par value $2.00 per share (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. 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] The aggregate market value of voting stock held by nonaffiliates of the registrant was $74,874,143 as of September 6, 1996. Number of shares outstanding of each class of common stock as of September 6, 1996: 3,332,750 shares of Common Stock, par value $2.00 per share, and 2,548,619 shares of Class B Common Stock, par value $2.00 per share. Documents incorporated by reference. Certain portions of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on October 18, 1996, are incorporated by reference into Part III of this Report. KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES NOTE 3 TO THE FINANCIAL STATEMENTS IN THE 1996 10-K 3. Discontinued Operation On August 20, 1996, the Company announced its decision to sell the Roll-it division of Knape & Vogt Canada Inc. (Roll-it), the Company's store fixture operation. It is the Company's intent to sell the Roll-it division within the next fiscal year through an independent broker. Roll-it is reported as a discontinued operation, and the consolidated financial statements have been reclassified to segregate the net assets and operating results of the business. The estimated loss on the sale of Roll-it is $3.9 million, which includes a reduction in asset values of $3.6 million and a provision for anticipated closing costs and operating losses until disposal of $.3 million. The loss is reported net of an income tax benefit of $1.2 million, for an after-tax loss of $2.7 million. The amounts are based on estimates of the proceeds expected to be realized on the sale of the store fixture operation. The amounts the Company will ultimately realize could differ materially in the near term from the amounts assumed in arriving at the loss on disposal of the discontinued operation. Summary operating results of the discontinued operation (in thousands) are as follows: June 30, 1996 1995 1994 - -------------------------------------------------------------------------------------- Revenues $ 13,540 $ 14,851 $ 14,371 Costs and expenses 13,990 13,823 13,056 - -------------------------------------------------------------------------------------- Income (loss) before taxes (450) 1,028 1,315 Income tax expense (benefit) (112) 374 472 - -------------------------------------------------------------------------------------- Net income (loss) $ (338) $ 654 $ 843 ======================================================================================
Net assets of the discontinued operation at June 30, 1996, of approximately $3.6 million consisted of $1.8 million of current assets, deductions for an allowance for the estimated loss on disposal, estimated operating losses to the anticipated disposal date, current liabilities and $1.8 million of equipment. Consent of Independent Certified Public Accountants Knape & Vogt Manufacturing Company Grand Rapids, Michigan We hereby consent to the incorporation by reference of our report dated August 21, 1996, relating to the consolidated financial statements of Knape & Vogt Manufacturing Company, appearing in that Corporation's annual report on Form 10-K for the year ended June 30, 1996, in that Corporation's previously filed Form S-8 Registration Statements (file numbers 33-20227, 33-43704, 33-88206 and 33-88212). /s/ BDO Seidman, LLP Grand Rapids, Michigan April 30, 1997 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. KNAPE & VOGT MANUFACTURING COMPANY By /s/ Richard C. Simkins Richard C. Simkins Executive Vice President, CFO, Secretary & Treasurer Date: May 1, 1997
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