-----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, R/DIJU+P/wMKLANvBMEIXDVa1kW5dz8Rub5EX24g/yO1aZ3e5TUyb4pZq9zcXxow gaECjWIGKXRQh+uvNAaosg== 0000898430-97-000446.txt : 19970222 0000898430-97-000446.hdr.sgml : 19970222 ACCESSION NUMBER: 0000898430-97-000446 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960529 FILED AS OF DATE: 19970212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RECREATION CENTERS INC CENTRAL INDEX KEY: 0000005719 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 941441151 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02849 FILM NUMBER: 97525365 BUSINESS ADDRESS: STREET 1: 11171 SUN CENTER DR SUITE 120 CITY: RANCHO COROVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9168528005 MAIL ADDRESS: STREET 1: PO BOX 580 CITY: RANCHO COROVA STATE: CA ZIP: 95741 10-K/A 1 AMENDED FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For The Fifty-Two Week Fiscal Year Ended May 29, 1996 Commission File Number 0-2849 AMERICAN RECREATION CENTERS, INC. Incorporated in California Federal Employer No. 94-1441151 11171 Sun Center Drive, Suite 120, Rancho Cordova, California 95670 Mailing Address: P. O. Box 580, Rancho Cordova, CA 95741 Registrant's Telephone Number: (916) 852-8005 Securities Registered Pursuant to Section 12 (b) of the Act: None Securities Registered Pursuant to Section 12 (g) of the Act: Common Stock, No 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. [ ] The aggregate market value of the voting stock held by non-affiliates of Registrant was $28,152,709 based upon the average trading price quoted on the NASDAQ system on August 14, 1996. The number of shares of Registrant's only class of common stock outstanding at fiscal year end was 4,647,899 shares. 1 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)(1) Financial Statements The financial statements of the Company as set forth under Item 8 of this report on Form 10-K are incorporated herein by reference to the following pages of the 1996 Annual Report to Shareholders:
Page in Annual Report** -------- Report of Independent Accountants* 14 Consolidated Balance Sheet at May 29, 1996 and May 31, 1995* 6 Consolidated Statement of Income and Retained Earnings for the three years ended May 29, 1996* 7 Consolidated Statement of Cash Flows for the three years ended May 29, 1996* 8 Notes to Consolidated Financial Statements* 9-13 (a)(2) Financial Statement Schedules Report of Independent Accountants on Financial Statement Schedule for the three years ended May 29, 1996* 19 II - Valuation Reserves* 20 (a)(3) Financial Statements of the American Recreation Centers, Inc. Employee Stock Ownership Plan for the year ended May 29, 1996 to be filed by amendment.
* Filed previously ** Incorporated by reference from the indicated pages of the 1996 Annual Report to Shareholders. All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 2 SIGNATURES Pursuant to the requirement of Sections 13 and 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. AMERICAN RECREATION CENTERS, INC. (Registrant) Dated: February 11, 1997 Robert A. Crist -------------------------------------------- Robert A. Crist, President and Chief Executive Officer Pursuant to the requirement 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. /s/Robert A. Crist February 11, 1997 - ----------------------------------------------- Robert A. Crist, Principal Executive Officer and Director, President /s/Karen B. Wagner February 11, 1997 - ------------------------------------------- Karen B. Wagner, Principal Financial and Accounting Officer, Vice President/Treasurer /s/Bruce Feuchter February 11, 1997 - --------------------------------------------- Bruce Feuchter, Director, Legal Secretary /s/Stephen R. Chanecka February 11, 1997 - --------------------------------------- Stephen R. Chanecka, Director 3 American Recreation Centers, Inc. Employee Stock Ownership Plan Financial Statements May 29, 1996 and May 31, 1995 American Recreation Centers, Inc. Employee Stock Ownership Plan Financial Statements Table of Contents - -----------------------------------------------------------------------------
Page Report of Independent Accountants 3 Financial Statements: Statement of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6-8 Supplemental Schedule: Assets Held for Investment at May 29, 1996 (Schedule I) 9
Report of Independent Accountants January 31, 1997 To the Administrative Committee and Participants, American Recreation Centers, Inc. Employee Stock Ownership Plan We were engaged to audit the financial statements of American Recreation Centers, Inc. Employee Stock Ownership Plan (the Plan) as of May 29, 1996 and May 31, 1995 and for the years then ended and the schedule as of May 29, 1996, as listed in the accompanying table of contents. These financial statements and the schedule are the responsibility of the Plan's management. As permitted by Section 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the Plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 4, which was certified by Imperial Trust Company, the trustee of the Plan, except for comparing such information with the related information included in the financial statements and schedule. We have been informed by the Plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The Plan administrator has obtained a certification from the trustee as of and for the years ended May 29, 1996 and May 31, 1995 that the information provided to the Plan administrator by the trustee is complete and accurate. As more fully described in Note 2 and as permitted under the Department of Labor Rules and Regulations, the Plan prepares its financial statements on a modified cash basis of accounting which is a comprehensive basis of accounting other than generally accepted accounting principles. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedule taken as a whole. The form and content of the information included in the financial statements and schedule, other than that derived from the information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/Price Waterhouse LLP American Recreation Centers, Inc. Employee Stock Ownership Plan Statement of Net Assets Available for Benefits - -----------------------------------------------------------------------------
May 29, May 31, 1996 1995 Assets Assets held by trustee for investment: Cash, including short-term investment funds $ 387,854 $ 260,236 Common stock of American Recreation Centers, Inc., at market, 710,882 and 686,479 shares ($3,898,474 and $3,587,277, at cost) 4,620,726 4,934,411 ---------- ---------- 5,008,580 5,194,647 Employer contributions receivable from American Recreation Centers, Inc. 300,000 414,306 ---------- ---------- Net assets available for benefits $5,308,580 $5,608,953 ========== ==========
See accompanying notes to financial statements. 4 American Recreation Centers, Inc. Employee Stock Ownership Plan Statement of Changes in Net Assets Available for Benefits - -----------------------------------------------------------------------------
Fiscal years ended May 29, May 31, 1996 1995 Contribution from American Recreation Centers, Inc. $ 300,000 $ 425,000 Investment income: Cash dividends 169,197 167,780 Interest 11,943 5,604 ---------- ---------- 481,140 598,384 Unrealized (depreciation) appreciation of common stock, net (480,818) 186,641 ---------- ---------- 322 785,025 ---------- ---------- Expenses and distributions: Administrative fees 15,205 10,142 Interest expense - 1,070 Distributions to former participants 285,490 579,954 ---------- ---------- 300,695 591,166 ---------- ---------- (Decrease) increase in net assets available for benefits (300,373) 193,859 Net assets available for benefits, beginning of year 5,608,953 5,415,094 ---------- ---------- Net assets available for benefits, end of year $5,308,580 $5,608,953 ========== ==========
See accompanying notes to financial statements. 5 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - ----------------------------------------------------------------------------- 1. Description of Plan The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is a defined contribution plan covering all employees of American Recreation Centers, Inc. (the Company) who are not covered by a collective bargaining agreement and have met specified age and service requirements. The Plan enables participants to acquire equity interests in the Company. The Plan is designed to comply with Internal Revenue Code Section 4975(e)(7) and the regulations thereunder, and is subject to the applicable provisions of the Employee Retirement Security Act of 1974 (ERISA). The Plan provides for vesting of 20% upon the completion of two years of credited service and additional vesting of 20% per year up to 100% for each additional year of service credited to the participant. Plan participants totaled 1,610 and 1,582 at May 29, 1996 and May 31, 1995. All contributions are made by the Company to the American Recreation Centers, Inc. Employee Stock Ownership Trust (the Trust). Contributions may be paid in cash, common stock of the Company or other qualified property. Common stock and other qualified property are contributed at the fair market value of the property on the date of contribution. Contributions are discretionary and are determined by resolution of the Board of Directors of the Company. Contributions and the income, forfeitures and gains and losses of the Plan are allocated to participants at the end of each fiscal year. In November, 1996 the Company's administrative committee hired Howard Johnson & Company to assist them in administering the Plan. 2. Summary of Significant Accounting Policies Basis of accounting The accounts of the Plan are maintained on a modified cash basis. Only the employer contributions are accrued. Income and expenses are accounted for on a cash basis. Tax status The Company has received a favorable determination letter from the Internal Revenue Service dated May 1996 as to the qualified status of the Plan. The Company is of the opinion that the Plan continues to fulfill the requirements of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, and that the trust, which forms a part of the Plan, is exempt from income tax. Accordingly, no provision has been made for federal or state income taxes. Investment valuation Investments in the common stock of the Company are valued at the average of the last reported sales price and the latest quoted bid price at year-end. 6 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - ----------------------------------------------------------------------------- Investment transactions and investment income Dividend income is recorded on the payment date. In accordance with the policy of stating investments at fair market value, annual unrealized market appreciation or depreciation of investments is reflected in the statement of changes in net assets available for benefits. Distributions Distributions to participants are based on the value of the Company's common stock at the time of distribution. The common stock is valued at the average of the last reported sales price and the latest quoted bid price on the date of distribution. Such distributions are made by the trustee at least annually but not more frequently than quarterly. Distributions are accounted for on a cash basis for financial statement purposes. This accounting results in a difference between the Plan's financial statements and its Form 5500 filed with the Internal Revenue Service, as benefit obligations are accounted for on an accrual basis for purposes of the Form 5500. The difference of $277,970 and $199,608 at May 29, 1996 and May 31, 1995, represents the accumulated benefit obligation on Form 5500. Expenses of the Plan Direct expenses incurred in the administration of the Plan and the trust are paid by the Plan. No indirect expenses are allocated to the Plan by the Company. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. Contributions For fiscal year ended May 31, 1995, the Company made a cash contribution of $425,000. At May 29, 1996, the Company had authorized a contribution to the Plan of $300,000. This contribution will be made in the form of cash. 4. Financial Data Certified by the Trustee The financial statements and schedule appearing on pages 4, 5, and 9 of this report were prepared from financial data certified by the trustee, Imperial Trust Company, in accordance with Section 2520.103-5 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. 7 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - ----------------------------------------------------------------------------- 5. Subsequent Event In January, 1997, the Company entered into a merger agreement pursuant to which AMF Bowling Centers, Inc. will acquire the Company's common stock for $8.50 per share in cash. The merger is subject to a number of conditions, including governmental and shareholder approval, and is expected to close by April 30, 1997. In conjunction with the merger, the Plan will be terminated and all participants in the Plan will become fully vested. Subsequently, the assets of the Trust will be distributed to or for the benefit of the participants of the Plan in the form of cash. 8 American Recreation Centers, Inc. Employee Stock Ownership Plan Assets Held for Investment at May 29, 1996 Schedule I - -----------------------------------------------------------------------------
Description Current Identity of Issue of Investment Cost Value American Recreation Centers, Inc. 710,882 shares $3,898,474 $4,620,726 Short-term investment funds 387,800 units 387,800 387,800 ---------- $5,008,526 ==========
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