-----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, RtZRTSagE5fUVljGLVJI5r85+LPkHatziDCl4uFsOQdJPbf/UDlthymiZGyJ9Yhk HgAdWcbIFD2Fe6G+08rjEg== 0001005477-99-002074.txt : 19990504 0001005477-99-002074.hdr.sgml : 19990504 ACCESSION NUMBER: 0001005477-99-002074 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990101 FILED AS OF DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN BEEF INC /DE/ CENTRAL INDEX KEY: 0000081942 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 133266114 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-04485 FILM NUMBER: 99609249 BUSINESS ADDRESS: STREET 1: 47 05 METROPOLITAN AVE CITY: RIDGEWOOD STATE: NY ZIP: 11385 BUSINESS PHONE: 7188210011 FORMER COMPANY: FORMER CONFORMED NAME: QUAREX INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RANCHERS PACKING CORP DATE OF NAME CHANGE: 19830713 10-K/A 1 FORM 10-K/A-2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-2 AMENDMENT NO. 2 TO FORM 10-K |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 1999 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 No. 0-4485 Western Beef, Inc. A Delaware Corporation I.R.S. Employer No. 13-3266114 47-05 Metropolitan Avenue Ridgewood, New York 11385 Telephone Number (718) 417-3770 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common stock par value $.05 per share ("Common Stock") 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 proceeding 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 the 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 the registrant, based on the $5.9375 average of the closing bid and asked prices reported by NASDAQ/NMS on April 16, 1999 was $9,185,983. As of April 16, 1999, the registrant had issued and outstanding 5,475,153 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE (None) ITEM 11. EXECUTIVE COMPENSATION General The following table sets forth information as to the compensation of the Chief Executive Officer and each of the other four most highly compensated executive officers of the Company (the "named executive officers") for services in all capacities to the Company and its subsidiaries during fiscal years 1998, 1997 and 1996. SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION
Long-Term Compensation Awards ------------------------------- Annual Compensation Securities ----------------------- Underlying All Other Name & Principal Position Year Salary (1) Bonus(1) Options (#) Compensation (2) - ------------------------------------------------------------------------------------------------------------ Peter Castellana, Jr ...... 1998 $602,094 $106,203 -- $ 6,400 President and CEO 1997 613,673 98,735 -- 6,400 1996 591,347 170,285 -- 6,000 Frank Castellana .......... 1998 168,493 21,025 -- 6,400 Executive Vice-President 1997 182,308 15,925 -- 6,400 1996 333,320 87,316 -- 6,000 Joseph Castellana ......... 1998 387,308 72,920 -- 6,400 Executive Vice-President 1997 387,308 63,700 -- 6,400 1996 369,309 106,376 -- 6,000 Michael Castellana ........ 1998 287,958 58,762 -- 6,400 Senior Vice-President 1997 293,496 56,056 -- 6,400 1996 284,550 82,214 -- 6,000 Chris Darrow .............. 1998 118,437 21,025 3,000 5,578 Chief Financial Officer 1997 103,365 12,209 3,000 -- 1996 N/A N/A -- --
- ---------- (1) Amounts shown include cash compensation earned by the named executive officers during each respective year covered, including amounts deferred, if any, at the election of those officers. Bonuses are shown for the year in which they were earned. (2) Amounts shown represent the Company's contributions to its Profit Sharing Plan on behalf of the named executives. 4 OPTION GRANTS IN LAST FISCAL YEAR Stock Options The following table sets forth information concerning the grant of stock options under the Company's 1995 Stock Option Plan for Employees.
Number of Percentage of Total Securities Options Granted NAME Underlining Options to All Employees Exercise Price Expiration Grant Date Granted (1) in 1998 Fiscal Year Per Share(2) Date Present Value (3) - ------------------------------------------------------------------------------------------------------------------------ Chris Darrow 3,000 10.15% $8.25 July, 2008 $11,430
(1) The option reflected in the table is a nonqualified stock option under the Internal Revenue Code and was granted on July 9, 1998. The exercise price of the option was equal to 100% of the fair market value of the Common Stock on the date of grant, as determined by the Committee. The option granted vests in increments of 20% on the first, second, third, fourth and fifth anniversaries of the date of grant; however, it may not be exercisable after the expiration of ten (10) years from the date of grant. (2) Options may be exercised by the delivery to the Company at its principal office or at such other address as may be established by the Committee (Attention: Corporate Secretary) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the purchase price of such shares. Unless otherwise determined by the Committee at the time of grant, payment for such shares may be made (i) in cash, (ii) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price, (iii) by delivery to the Company of shares of Common Stock having a Fair Market Value equal to such purchase price, (iv) at the discretion of the Committee, by simultaneously exercising Options and selling the shares of Common Stock acquired thereby, pursuant to a brokerage or similar arrangement approved by the Committee, and using the proceeds as payment of such purchase price; or (v) by any combination of the methods of payment described in (i) through (iv) above. (3) The option value presented is based on the Black-Scholes option-pricing model adapted for use in valuing stock options. The actual value, if any, that an optionee may realize upon exercise will depend on the excess of the market price of the Common Stock over the option exercise price on the date the option is exercised. There is no assurance that the actual value realized by an optionee upon the exercise of an option will be at or near the value estimated under the Black-Scholes model. The estimated value under the Black-Scholes model is based on arbitrary assumptions as to variables such as interest rates and stock price volatility. 5 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table provides information on option exercises by each of the named executive officers during the past fiscal year and the value of such officers unexercised options at January 1, 1999, the last day of the Company's fiscal year. No SARS were outstanding during this period.
Number of Value of Securities Underlying Unexercised Unexercised Options in-the-money Options Shares Acquired Value at Fiscal Year End (1) at Fiscal Year End Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable - ----------------------------------------------------------------------------------------------------------------------- Chris Darrow -0- -0- 600 5,400 -0- N/A
- ---------- (1) All options were granted under the 1995 Stock Option Plan for employees. All options are fully exercisable five years after grant (with 20% becoming exercisable each year on the first through fifth anniversaries of the date of grant). The exercise price may be paid in cash, by the surrender of currently owned Common Stock (valued at 100% of market price) or by the delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell shares of Common Stock to be acquired upon exercise of the option and to deliver promptly to the Company an amount sufficient to pay such purchase price or by any combination of the methods of payment described above. Compensation Committee Interlocks and Insider Participation Compensation of the Company's executive officers currently is administered by the Company's Board of Directors' Compensation Committee which consists of Messrs. Arnold B. Becker and Stephen R. Bokser. Mr. Bokser is President and Chief Executive Officer of White Rose Food. During 1998, 1997 and 1996, the Company purchased various food products in the amounts of $46,287,000, $37,111,000 and $24,423,000 from White Rose Food. As of January 1, 1999 and January 2, 1998 the Company had trade payables of $3,765,000 and $1,997,000 respectively, due to White Rose Food. 6 COMPENSATION OF DIRECTORS Compensation of Non-Employee Directors Pursuant to the Company's compensation policy, each non-employee director will receive: 1. A $5,000 annual retainer to be paid in quarterly installments of $1,250. 2. Reimbursement for reasonable out-of-pocket travel expenses that each non-employee director incurs for each meeting of the Board that such member attends to cover travel and related expenses. 3. A one-time grant of options to purchase 5,000 shares of the Company's Common Stock at a price equal to the fair market value of the Common Stock on the date of grant when the non-employee director is first elected to the Company's Board of Directors. Such options shall vest and become exercisable in 20% increments on the first, second, third, fourth and fifth anniversaries of the date of grant. In addition, all members of the Board are indemnified by a standard Directors and Officers liability policy in a manner consistent with the requirements of Delaware law. Pursuant to the Certificate of Incorporation of the Company, the Company indemnifies all members of the Board to the fullest extent possible under the Delaware General Corporation Law. 7 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. WESTERN BEEF, INC. By: /s/ Peter Castellana, Jr., ---------------------------------------- Peter Castellana, Jr., President, Date: May 3, 1999 SIGNATURE TITLE DATE - --------- ----- ---- /s/ Peter Castellana, Jr. President, Chief Executive Officer May 3, 1999 - ------------------------ and Director Peter Castellana, Jr. /s/ Chris Darrow Chief Financial Officer May 3, 1999 - ------------------------ Chris Darrow /s/ Joseph Castellana Director May 3, 1999 - ------------------------ Joseph Castellana /s/ Stephen R.Bokser Director May 3, 1999 - ------------------------ Stephen R. Bokser /s/ Arnold B. Becker Director May 3, 1999 - ------------------------ Arnold B. Becker 10 -----END PRIVACY-ENHANCED MESSAGE-----