Item 1. Business.
The sole and only "business" of the Trust is the collection and distribution of payments on the automobile and light truck receivables, in the manner described in the Registration Statement. Accordingly, there is no relevant information to report in response to Item 101 of Regulation S-K.
Item 2.

Item 2. Properties.
The Trust does not have any physical properties. Accordingly, this item is inapplicable.
Item 3.

Item 3. Legal Proceedings.
There are no material pending legal proceedings involving either the Trust, or, with respect to any Certificates or any other trust property, involving the Trustee or the Company.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders.
No Votes or consents of Certificateholders are solicited during the preceding fiscal year for any purpose.
3.
PART II
Item 5.

Item 5. Market Price or and Dividends on the Registrant's Equity and Related Stockholder Matters.
There is no established public trading market for the Certificates.
As of June 30, 1996, there were fifty-six (56) registered Certificateholders. The Trust pays no dividends. See Exhibit 99-1 and 99-2 for information with respect to distributions to Certificateholders.
Item 6.

Item 6. Selected Financial Data.
No financial data is required of UAC Securitization Corporation, as Registrant (Registration Statement No. 033-97320-04 on form S-3), inasmuch as the Registration Statement was filed for and on behalf of UACSC Auto Trusts and, furthermore, because UAC Securitization Corporation is not a guarantor of any of the payments due from the Trust to Certificateholders.
The regular monthly report form, which the Trustee is required to include with each monthly distribution of Trust assets to Certificateholders, sets forth for the prior calendar month, as well as cumulatively, all of the relevant financial information required by the applicable pooling and servicing agreement to be reportable to Certificateholders.
UACSC 1996-B Auto Trust Monthly Servicer's Certificate Report for the months ending May 31, 1996, and June 30, 1996, is incorporated herein by reference and attached hereto as an Exhibit (Exhibit No. 99-1) "additional exhibits".
4.
A Consolidated Monthly Servicer's Certificate Report, for the period May 31, 1996, through June 30, 1996, is likewise incorporated herein by reference and is attached hereto as Exhibit 99-2.
The foregoing presents all relevant financial information relating to the Trust. Because of the limited business activity of the Trust, the Selected Financial Data specified in Item 301 of Regulation S-K would not provide meaningful additional information.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Because of the limited business activity of the Trust, the presentation of Management's Discussion and Analysis of Financial Condition and Results of Operations, as otherwise required by Item 303 of Regulation S-K, would not be meaningful. All relevant information is contained in the monthly statements and consolidated summary annual statement.
Item 8.

Item 8. Financial Statements and Supplementary Data.
As discussed above, furnishing the traditional financial information required by Item 8 of Form 10-K would not add relevant information to that provided by the foregoing statements.
Item 9.

Item 9. Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
5.
PART III
Item 10.

Item 10. Directors and Executive Officers.
Not applicable.
Item 11.

Item 11. Executive Compensation.
Not applicable.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of June 30, 1996, there were a total of fifty-six (56) Registered Certificateholders, all of whom maintained their security positions with the Depository Trust Company. While some of these Certificateholders' security positions in the Trust exceeded 5% of the outstanding Certificate Balance; such securities do not constitute voting securities within the meaning of Item 403 of Regulation S-K.
Item 13.

Item 13. Certain Relationships and Related Transactions.
Union Acceptance Corporation and UAC Securitization Corporation receive payments from the Trust in accordance with the terms of the applicable pooling and servicing agreement.
6.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on For 8-K.
No reports on Form 8-K have been filed during the last quarter of the period covered by this report.
Incorporated herein and attached hereto as Exhibit 99-1 is a copy of of the Monthly Servicer's Certificate Reports to the Trust, for the months of May 31, 1996, and June 30, 1996; as Exhibit 99-2 the Consolidated Monthly Servicer's Certificate Report for the period May 31, 1996, through June 30, 1996.
7.
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, for and on behalf of UACSC 1996-B Auto Trust.
UASC 1996-B Auto Trust By: UAC Securitization Corporation, Depositor
Date: September 27 , 1996 By: s/John Stainbrook ------------------------------- John Stainbrook President
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 dates indicated.
By: UAC Securitization Corporation, Depositor
September 27 , 1996 By: s/John Stainbrook --------------------------- John Stainbrook President / Director
September 27 , 1996 By: s/Cindy Whitaker --------------------------- Cindy Whitaker Director
September 27 , 1996 By: s/Rick Brown --------------------------- Rick Brown,Treasurer(Chief Financial and Accounting Officer)
September 27 , 1996 By: s/Jerry Von Deylen --------------------------- Jerry Von Deylen, Director
September , 1996 By: --------------------------- Amanda Foster, Director
September , 1996 By: --------------------------- Thomas Kelleher, Director
8.
EXHIBIT INDEX
No. Description 4 Pooling and Servicing Agreement Respecting UACSC 1996-B Auto Trust*
UACSC 1996-B Auto Trust Monthly Servicer's Certificate Reports: 99-1(a) Month Ended May 31, 1996 99-1(b) Month Ended June 30, 1996
UACSC 1996-B Auto Trust Consolidated Monthly Servicer's Certificate Report Period 99-2 05/31/96 Through 06/30/96
*Incorporated by Reference to Exhibit 4 to Form 8-K filed May 23, 1996.
9.


ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS. During the year 1993, the registrant formed a new wholly-owned subsidiary corporation which was authorized to become involved in a newly created fast food bagel and delicatessen business located in Athens, Ohio, near the campus of Ohio University. The business commenced operation during the fourth quarter of 1993. A second facility located in Columbus, Ohio, near the campus of Ohio State University, opened during the third quarter of 1994. As of December 31, 1994, the subsidiary was merged with and into Beekman's Deli Systems, Limited Liability Company, an Ohio limited liability company in which the registrant is a majority member and a wholly-owned subsidiary of the registrant is the only other member, and this business segment is now being conducted by the limited liability company. A third facility was opened in State College, Pennsylvania in the third quarter of 1995, and a lease was signed on a new facility located in an area of San Diego, California known as Pacific Beach early in 1996. The results of operation of the Pacific Beach location have been disappointing and it is scheduled to be closed upon termination of the Lease as of March 31, 1997. The registrant had invested approximately $819,000 in the aggregate in this venture as of December 31, 1996. Other than the expansion of that venture, since the beginning of the fiscal year there have been no material changes or developments in the business done or intended to be done by registrant. However, as described more fully in Management's Discussion & Analysis of Financial Condition & Results of Operations described in Item 7 of this report, it had previously been anticipated that the business of that venture would be expanded into
additional locations but the operating results of the venture have been mixed, and management of the registrant is rethinking its strategy. The initial two locations operate profitably, but overall profitability has not been achieved, and the registrant may not follow through with the anticipated expansion. Also, management continues to investigate other activities involving deployment of registrant's assets in an effort to increase earnings. Since the beginning of the fiscal year, there have been no bankruptcy, receivership or similar proceedings with respect to the registrant; there has been no material reclassification, merger or consolidation of the registrant; there has been no acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business; and there has been no material change in the mode of conducting the business of the registrant.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. During the year 1996, the registrant had two reportable segments which are identified as the Energy Business Segment and the Retail Food Business Segment. See footnote 10 to the accompanying consolidated financial statements for more detail as to these separate Business Segments and financial information with respect thereto. There were no separate segments of the registrant prior to 1993.
(c) NARRATIVE DESCRIPTION OF BUSINESS. One business activity of the registrant consists of the management of its interests in real properties and as discussed above is now identified as the Energy Business Segment. Such real property interests have been held and managed by registrant for lease to others for exploration for and the extraction of coal and oil and gas and for surface use. From time to time sales of portions of such properties have been made. During 1994 the registrant sold forty (40) acres of surface land located in Macon County, Missouri and the timber rights on some adjoining property which generated a gain of approximately $33,000, and in 1995 sold
approximately 4.41 additional acres of surface land in that county generating a gain of $2,141.58 and 40 additional acres of timber rights were sold for $8,900. In 1996 the registrant sold 7.25 acres of real property in Sebastian County, Arkansas, for $6,050, and in 1995 had sold 103 acres of surface land in that county for a gain of $56,768. Also sold in 1996 was 45 acres of real property in Pittsburg County, Oklahoma for $31,500. The properties owned at the end of the fiscal year are described in Item 2.

ITEM 2. PROPERTIES
(a) The principal physical properties of the registrant are whole or partial interests in approximately 64,000 acres of real property located in Arkansas, Louisiana, Texas, Kansas, Oklahoma and Missouri. Its mineral reservation under the Sam Houston National Forest in Texas on an additional 76,000 acres expired on January 1, 1985, but was extended for a five-year period on about 6,280 acres with producing wells, which period expired January 1, 1990. Another 640 of these acres were lost on January 1, 1990, and an additional 1,623 of these acres were lost on January 1, 1995, leaving the registrant's rights in 4,017 remaining acres, now to expire January 1, 2000, unless extended. In later parts of this Item 2 references are made to the ownership of "minerals." The registrant is the owner of all or part of the subsurface minerals on large portions of the properties involved, but the only minerals of primary interest to the registrant are coal, oil and gas.
(1) REAL PROPERTY INTERESTS IN THE STATE OF ARKANSAS.
The registrant is the owner of approximately 1,701 acres in fee simple, of minerals underlying approximately 16,404 additional acres, and of a number of town lots in three small towns, all in Sebastian County, Arkansas, having sold approximately 103 acres of surface in 1995, and 7.25 Acres in 1996.
Mineral interests underlying approximately 13,600 acres are under a coal lease to the assignee of Bethlehem Steel Corporation under the coal lease described in Item l(c). An additional 48 acres of the registrant's Arkansas properties are currently being leased under coal leases. Another 586 acres were leased in 1993 under two separate oil and gas leases (both to the same lessee) for 5-year terms. As yet there is no production under either of these new leases.
Of the 13,600 acres currently under a coal lease to the assignee of Bethlehem Steel Corporation as described in the preceding paragraph, 10,537.23 acres were leased to C.D. Exploration, Inc. in 1995 under an Oil & Gas Lease for a term of five years, for which the lessee paid a bonus of approximately $105,000. An additional 414 acres were leased in 1994 under three separate oil and gas leases (two to the same lessee), one for a three year term and the other two for five year terms. An additional 1,483.31 acres were leased in 1996 in one oil and gas lease for a term of five years. As yet there is no production under any of these leases. In addition, registrant has fractional royalty interests in 8 small producing gas wells which are located on a 5,354 acre tract of which registrant owns 1,044 acres.
(2) REAL PROPERTY INTERESTS IN THE STATE OF TEXAS.
The registrant was the owner of practically all of the mineral interests in approximately 90,551 acres located in the Texas counties of San Jacinto, Walker and Montgomery, of which approximately 82,674 acres were under a reservation (in a deed of December, 1935) which covered all oil, gas, sulphur and other minerals on, in, under or that may be produced from the lands for a period commencing with the date of the deed and ending on January 1, 1985, and provided further that if on said latter date minerals were being produced in paying quantities then the reservation
would be extended for a five-year period as to an area of one square mile of which the well is the center and for subsequent extensions for additional five-year periods so long as paying operations are being conducted on the premises. The right to prospect for and mine and remove minerals was further limited by various requirements of the United States. As described in Item 2(a) above, this reservation expired on January 1, 1985, and the wells then producing on such properties permitted the registrant to retain until January 1, 1990, about 6,280 acres in the Mercy Field, West Mercy Field and Moroil Field, and as of January 1, 1995, the registrant continued to retain 4,017 of such acres, while production continues. The reservation is extended for an additional five-year term ending January 1, 2000, at the end of which this acreage will be lost if there is no production then continuing.
The registrant's mineral interests in its remaining acreages in Texas are reservations of perpetual mineral rights. In the case of approximately 7,600 acres, one-thirty-second of the minerals are vested in the owner of the surface of said properties but with the right in the registrant to make all leases on the acreage and to keep all bonuses and rentals received under such leases. In January, 1995, 7,788.55 acres of these mineral interests were leased under one oil and gas lease for a term of three years with one option to renew for an additional two years. The lessee paid a bonus of approximately $311,000 in connection with this lease. As yet there is no production under this lease.
(3) REAL PROPERTY INTERESTS IN THE STATE OF LOUISIANA.
In January, 1967, the registrant sold approximately 35,000 acres of Louisiana real property reserving mineral servitudes thereon. Under Louisiana law the ownership of mineral servitudes not exercised through
production or drilling to a depth at which production reasonably can be expected to be found expires by liberative prescription after a period of such nonuser of ten years. No production or drilling occurred on approximately 14,000 of the acres sold in 1967 within the ten-year period and, hence, the registrant's ownership of the mineral servitudes under such approximately 14,000 acres was extinguished as of January 26, 1977. During 1978, the registrant's ownership of the mineral servitudes under 1,243 additional acres was extinguished because production had been exhausted for ten years. Mineral servitudes under the remaining acres sold in 1967 have been extended by drilling or production for various periods expiring after January 26, 1977. The registrant's rights to approximately 8,530 additional acres of these servitudes expired during 1994.
In the Hurricane Creek Field, Beauregard Parish, Louisiana, 880 acres are held by production which commenced in 1947. The leases of the registrant in the Hurricane Creek Field provide for one-eighth gross royalties except as to 160 acres for which the gross royalty is one-fourth. In 1964, a Unitization Agreement covering one producing sand was executed by various interested parties in the Hurricane Creek Field so as to permit a secondary recovery program, and a second Unitization Agreement was executed in March, 1994.
In the Clear Creek Field, Beauregard Parish, Louisiana, approximately 600 acres were held under oil and gas leases by production which commenced in 1955 and were terminated during 1991. The registrant's interest in this 600 acres will continue for 10 years from this date pursuant to the Louisiana law concerning mineral servitudes as described above. In addition, approximately 400 additional acres in Beauregard Parish, Louisiana, are held under production pursuant to a lease, the original term of which expired many years ago but which continues by production.
The registrant leased approximately 9339 acres of its real property in Vernon Parish, Louisiana, for a term of four years, pursuant to the exercise of a geo-option made in early 1991. This lease was extended for an additional year in 1995, and one well was drilled but it turned out to be a "dry hole," and there was no production. If there is no further attempted production by December, 2006, the registrant's rights in this property will expire.
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(4) REAL PROPERTY INTERESTS IN OKLAHOMA AND KANSAS.
The registrant is the owner of interests in real property in three counties in eastern Oklahoma and three counties in southeast Kansas, which ownership consists of approximately 1,385 acres in fee simple, and approximately 13,511 additional acres of underlying minerals. A substantial part of such 13,511 acres of mineral ownership is described in the conveyances or reservations giving rise to such ownership as "coal" or "coal and asphaltic minerals."
The registrant in the past has also rented the surface of portions of its lands in Kansas and Oklahoma, largely for agricultural purposes, under leases of not to exceed one year.
(5) REAL PROPERTY INTERESTS IN THE STATE OF MISSOURI.
In Randolph and Macon Counties, Missouri, the registrant is the owner of approximately 380 acres in fee simple (having sold 4 acres of surface land in 1995) and of the minerals underlying 5,837 acres. Substantially all of the mineral ownership is described in the conveyances from which it arose as "coal" or "coal and other minerals." The properties involved were acquired by predecessor companies for the principal purpose of mining coal therefrom, and extensive mining was conducted thereon by the predecessors.
The registrant has rented the surface of portions of its lands in Missouri, largely for agricultural purposes, under leases of not to exceed one year.
(b) The registrant does not participate in any oil and gas operations. However, the registrant is the owner of certain properties (fully described above in this Item), part of which are leased to outside interests for the production of oil and gas. The registrant receives bonuses, rentals and royalties for the use of the land and mineral interests leased by it.
(6) RETAIL FOOD BUSINESS SEGMENT LEASES.
The operations of the fast food bagel and delicatessen facilities constituting the Retail Food Business Segment are carried out from premises leased at the locations specified in Item 1(a) above. The financial commitments for those leases are described in Note 7 to the accompanying financial statements.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
(a) There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant is a party or of which any of its property is the subject. There are no material proceedings to which any director, officer of affiliate of the registrant, any owner of record or beneficially of more than five percent of any class of voting securities of the registrant, or any associate of any such director, officer or security holder is a party adverse to the registrant or has a material interest adverse to the registrant. Further, there are no administrative or judicial proceedings involving the registrant arising under any federal, state or local provisions which have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment.
(b) There were no such material legal proceedings which were terminated during the fourth quarter of the fiscal year covered by this report.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders through the solicitation of proxies or otherwise.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is set forth on the back cover of the Annual Report as of December 31, 1996, furnished to the stockholders of the registrant, and attached as an exhibit hereto, which portion of the Annual Report is incorporated herein by this reference.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is set forth under the caption "SELECTED CONSOLIDATED FINANCIAL DATA" in the Annual Report as of December 31, 1996, furnished to the stockholders of the registrant, and attached as an exhibit hereto, which portion of the Annual Report is incorporated herein by this reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is set forth under the caption "MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS" in the Annual Report as of December 31, 1996, furnished to the
stockholders of the registrant, and attached as an exhibit hereto, which portion of the Annual Report is incorporated herein by this reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements required by this item are as follows:
Consolidated Balance Sheets as of December 31, 1996 and 1995;
Consolidated Statements of Earnings - Years ended December 31, 1996, 1995 and 1994;
Consolidated Statements of Stockholders' Equity - Years ended December 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows - Years ended December 31, 1996, 1995 and 1994;
Notes to Consolidated Financial Statements
These financial statements are filed as a part of this report, beginning on page 23 hereof, and are incorporated herein by this reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
(a) The only independent accountant who was engaged during the registrant's two most recent fiscal years or any subsequent interim period as the principal accountant to audit the registrant's financial statements has not resigned (nor indicated it has declined to stand for re-election after the completion of the current audit) nor was dismissed.
(b) No new independent accountant has been engaged as the principal accountant to audit the registrant's financial statements during the registrant's two most recent fiscal years or any subsequent interim period.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is set forth on pages 2, 3 and 4 of registrant's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Schedule 14A promulgated under the Securities Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS", which portion of said definitive proxy statement is incorporated herein by this reference.
No disclosure is being made herein of reporting person delinquencies in response to Item 405 of Securities and Exchange Commission regulation S- K, and the registrant, at the time of filing of this FORM 10-K, has reviewed the information necessary to ascertain, and has determined that, Item 405 disclosure is not expected to be contained in this Part III of FORM 10-K or incorporated by reference.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth on pages 2, 3 and 4 of registrant's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Schedule 14A promulgated under the Securities Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS", which portion of said definitive proxy statement is incorporated herein by this reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth on pages 1, 2 and 3 of registrant's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Schedule 14A promulgated under the Securities Exchange Act of 1934, under the captions "VOTING SECURITIES OUTSTANDING AND VOTING RIGHTS" and "ELECTION OF DIRECTORS", which portions of said definitive proxy statement are incorporated herein by this reference.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth on pages 2, 3 and 4 of registrant's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Schedule 14A promulgated under the Securities Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS," which portion of said definitive proxy statement is incorporated herein by this reference.
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PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
1. Independent Auditors' Report
2. Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Earnings - Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity - Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows - Years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
3. Consolidated Financial Statement Schedules:
All schedules are omitted as none are currently required.
4. Exhibits:
(3) (i) Certificate of Incorporation (including all amendments to date) is incorporated herein by reference to Exhibit (3) to the Annual Report on Form 10-K for the registrant for the fiscal year ended December 31, 1989. (ii) Bylaws (including all amendments to date) are incorporated herein by reference to Exhibit 3(ii) to the Annual Report on Form 10-K for the registrant for the fiscal year ended December 31, 1993.
(10) Material Contracts:
(iii)(A) Central Coal & Coke Corporation's Directors Non-
Qualified Stock Option Plan is incorporated herein by reference to Exhibit (10)(iii)(A) to the Annual Report on Form 10-K for the registrant for the fiscal year ended December 31, 1994. This Plan was approved by the registrant's stockholders at the Annual Meeting held April 19, 1995, and is discussed in the Definitive Proxy
Statement for that meeting previously filed with the Commission and in the Definitive Proxy Statement for the Annual Meeting of Stockholders to be held April 16, 1997 previously filed with the Commission.
(13) Portions of the Annual Report to security holders for year ended December 31, 1996 captioned "Selected Consolidated Financial Data," "Management's Discussion & Analysis of Financial Condition & Results of Operations" and "Market for Registrant's Common Equity and Related Stockholder Matters."
(21) Subsidiaries of the registrant
(b) No reports on Form 8-K were filed during the last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Sections 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.
CENTRAL COAL & COKE CORPORATION _______________________________ Registrant
By /s/ Beekman Winthrop ________________________________ Beekman Winthrop, President
Date: March 26, 1997
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 dates indicated.
By /s/ Beekman Winthrop ________________________________ Beekman Winthrop, President Principal Executive Officer Date: March 26, 1997
/s/ Gary Pennington ________________________________ Gary J. Pennington General Manager, Principal Financial Officer, and Date: March 26, 1997 Principal Accounting Officer
By /s/ Leonard Noah ________________________________ Leonard Noah, Director Date: March 26, 1997
By /s/ Beekman Winthrop ________________________________ Beekman Winthrop, Director Date: March 26, 1997
By /s/ Ernest N. Yarnevich, Jr. ________________________________ Ernest N. Yarnevich, Jr., Director
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Index to Consolidated Financial Statements
Independent Auditors' Report
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Earnings - years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity - years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows - years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
INDEPENDENT AUDITORS' REPORT
KPMG Peat Marwick, LLP 1000 Walnut, Suite 1600 P.O. Box 13127 Kansas City, MO 64199
The Board of Directors Central Coal & Coke Corporation and Subsidiaries:
We have audited the consolidated financial statements of Central Coal & Coke Corporation and subsidiaries as listed in the accompanying index. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Central Coal & Coke Corporation and subsidiaries as of December 31, 1996 and 1995 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles.
KPMG Peat Marwick, LLP
Kansas City, Missouri January 17, 1997
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of Central Coal & Coke Corporation (the Company) and its two wholly-owned subsidiaries. The Company's subsidiaries are engaged in the ownership and operation of a fast food bagel/delicatessen business. All significant intercompany accounts and transactions have been eliminated in consolidation.
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposit accounts and a money market deposit account. For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.
Investment Securities
Investments in debt and certain equity securities are classified in one of three categories: (1) held-to-maturity securities, which are carried at amortized cost; (2) trading securities, which are carried at fair value, with unrealized gains and losses included in earnings; and (3) available- for-sale securities, which are carried at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders' equity, net of related income taxes until realized.
Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses for securities classified as available-for-sale are included in earnings and are derived using the specific identification method for determining the cost of securities sold.
Coal Deposits, Real Estate, Equipment and Leasehold Improvements
Coal deposits, mineral rights and surface lands were acquired from the trustee in bankruptcy for predecessor companies (pursuant to a plan of reorganization approved by the federal court) and were initially recorded at the valuations placed thereon by the receivers in bankruptcy in 1931. Subsequent additions and all other fixed assets are stated at cost. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the useful life of the asset are capitalized.
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
Depreciation, Depletion and Amortization
Equipment and leasehold improvements are depreciated/amortized using the straight-line method over their estimated useful lives or lease terms which range from one to ten years.
Depletion of coal deposits is computed at the rate of $.025 per ton of coal produced or purchased which approximates depletion computed on a wasting- asset basis.
Coal, Oil and Gas Income
Coal royalties are based on a percentage of the production of land leased from the Company or, in the case of no production, the minimum annual royalty (see note 3). Oil and gas royalties are based on a percentage of the production on land leased from the Company. Oil and other mineral lease rentals and bonuses are derived from the leasing of land and mineral rights prior to production.
Oil lease bonuses which relate to future periods are deferred and recognized as income over the related future periods (generally one year).
Income Taxes
The Company and its subsidiaries file a consolidated federal income tax return.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for subsequent changes in tax rates is recognized in income in the period that includes the tax rate change.
Stock Option Plan
Prior to January 1, 1996, the Company accounted for its stock option plan in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. On January 1, 1996, the Company adopted Statements of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair value- based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123 (see note 11).
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
The Company adopted the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," on January 1, 1996. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Adoption of this statement did not have a material impact on the Company's financial position, results of operations or liquidity.
Earnings and Dividends Per Common Share
Earnings per common share are based on the weighted average number of common shares and dilutive common equivalent shares outstanding during the year. Dividends per share are based on the number of shares outstanding on the dividend dates of record.
(2) Investment Securities
The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value for held-to-maturity and available-for-sale securities by major security type at December 31, 1996 and 1995 are presented below. Substantially all equity securities represent common stocks of domestic corporations.
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
At December 31, 1996 and 1995, all U. S. government and government agency securities mature within one year.
Investment income consists of the following for each of the years in the three-year period ended December 31, 1996:
(3) Coal Deposits
The rights to 14,000 acres of coal deposits totaling approximately 84,000,000 tons of coal in place (of which from 50% to 90% could be expected to be recoverable) are leased under agreements which extend for periods of two to twenty years. The agreements provide for minimum annual royalties of $94,600. Coal deposits aggregating approximately 92,000,000 tons in place with a net carrying value of approximately $710,000 at December 31, 1996 are not presently leased or producing coal in commercial quantities.
(4) Mineral Rights
At December 31, 1996, the Company owns approximately 64,000 acres of mineral rights in Missouri, Kansas, Oklahoma, Arkansas, Louisiana and Texas.
(5) Income Taxes
Total income taxes for the years ended December 31, 1996, 1995 and 1994 were allocated as follows:
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
The components of income tax expense are as follows:
Total income tax expense for 1996, 1995 and 1994 includes deferred income tax benefits of $(6,076), $(1,421) and $0, respectively.
Total income tax expense for 1996, 1995 and 1994 includes deferred income tax benefits Income tax expense has been provided at effective rates of 30.3%, 29.8% and 40.7% for the years ended December 31, 1996, 1995 and 1994, respectively. The reasons for the difference between the effective tax rates and the corporate federal income tax rates of 34.0% in 1996, 1995 and 1994 are as follows:
The Company's Missouri corporation income tax returns were examined by the Missouri Department of Revenue, and additional taxes and interest thereon were assessed. The Company made certain payments under protest in 1993 and 1994 in connection with the examination adjustments.
In 1995, the Company entered into a settlement agreement with the Missouri Department of Revenue which settled all issues relating to the examinations. As a result of this settlement, in 1995 the Company recorded a reduction to its estimated state income tax accrual established in prior years amounting to $75,000.
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1996 and 1995 are presented below:
(6) Pension Plan
The Company sponsored a defined contribution pension plan for eligible employees. Contributions to the plan were $1,055 and $1,052 in 1995 and 1994, respectively.
In September 1996, an amendment to the pension plan was approved by the Board of Directors. The amendment terminated the plan and all participants became 100% vested in their accounts. No new participants were eligible to participate in the plan after December 31, 1995.
(7) Operating Leases
The Company has an operating lease on a month-to-month basis for its administrative office space in Kansas City, Missouri. In addition, the subsidiaries of the Company have operating leases for certain retail facilities. Rent expense for operating leases in the aggregate amounted to $142,190, $90,192 and $47,541 for the years ended December 31, 1996, 1995 and 1994, respectively.
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
A summary of minimum lease commitments, all of which relate to the food operation, follows:
It is expected that, in the ordinary course of business, leases will be renewed or replaced.
(8) Disclosures About Fair Value of Financial Instruments
Cash, Cash Equivalents, Trade Receivables and Trade Payables
The carrying amount approximates fair value because of the short maturity of these financial instruments.
Debt and Equity Securities
The fair values of debt and equity securities are based on quoted market prices. The fair value of debt and equity securities are disclosed in note 2.
(9) Related Party Transaction
During February 1994, an Investment Management Agreement was entered into between the Company and Woodwin Management, Inc. The Company's president is also the president, director and stockholder of Woodwin Management, Inc. Under this agreement, the Company has agreed to pay a fee at an annual rate of .50% of the market value of the assets under management. Woodwin Management, Inc. is managing the Company's equity securities portfolio. The fee paid in 1996, 1995 and 1994 to Woodwin Management, Inc. was $4,530, $3,625 and $1,845, respectively. In the opinion of management of the Company, the terms of this Investment Management Agreement are reasonable and competitive.
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
(10) Business Segment Information
The Company operates in two business segments: energy and retail food. The energy segment consists of the leasing of real properties and mineral interests in the midwestern and southern United States to operating leasees. Coal royalties in 1996 were received from four customers, with 92% being received from one customer. Oil and mineral leases and bonuses were received from six customers in 1996, with 38% being recognized from the largest customer. Oil and gas royalties were received from four customers in 1996, with 97% being received from one customer. The retail food segment, which commenced in 1993, consists of the operation of a fast food bagel and delicatessen business with two locations in Ohio, one location in Pennsylvania and one location in California. Business segment information for 1996, 1995 and 1994 is as follows:
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
Identifiable assets are those assets used in the Company's operations in each segment. Corporate assets are principally cash and cash equivalents and investments in securities. The operating income of each industry segment includes the revenue generated on transactions involving products and services within that industry segment less identifiable and allocated expenses.
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
(11) Stock Option Plan
In April 1995, the Company adopted a nonqualified stock option plan (the Plan) pursuant to which the Company's Board of Directors may grant stock options to Directors in lieu of cash compensation. The Plan authorizes grants of options to purchase up to 25,000 shares of common stock. Stock options are granted with an exercise price equal to the stock's fair market value at the date of grant. All stock options have a term of ten years and vest and become fully exercisable on the date of grant.
During 1996, 2,500 options were granted with an exercise price of $30.50. During 1995, 2,500 options were granted with an exercise price of $29.00. No options were exercised during 1996 or 1995. At December 31, 1996, there were 20,000 shares available for grant under the Plan.
The per share weighted average fair value of stock options granted during 1996 and 1995 was $1.84 and $2.29 on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions: 1996 - expected dividend yield 6.0%, expected volatility of 9.0%, risk-free interest rate of 6.3% and an expected life of five years; 1995 - expected dividend yield 6.0%, expected volatility of 9.0%, risk- free interest rate of 6.3% and an expected life of five years.
The Company applies APB Opinion No. 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the accompanying consolidated financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:
CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
(12) Food Operations
Food operations of the Company's fast food bagel and delicatessen business includes the following expenses for the years ended December 31, 1996, 1995 and 1994:


ITEM 1. BUSINESS
GENERAL
M. H. Rhodes, Inc. (the "Company") manufactures mechanical and electrical timers. The Company has been in business since 1930. The Company's Canadian subsidiary, M. H. Rhodes (Canada) Limited, which also manufactures timers had been in business since 1960. In 1990, the Company expanded its product lines by acquiring machinery, equipment and inventory of the Ripley Company, Inc. (Ripley) Photocontrol Division. On September 30, 1996 the Company ceased active business operation for the Canadian subsidiary and transferred its assets and liabilities to its parent company, M. H. Rhodes, Inc. The Company's Board of Directors dissolved the Canadian subsidiary on December 31, 1996.
PRODUCTS
PHOTOCONTROLS: Photocontrols are devices that are inserted on the tops of street and roadway lights. Their prime purpose is to individually turn the light on at certain darkness levels and off at dawn lightness. There are over 19,000,000 units in service in the United States. As predicted in 1996 the electronic solid state photocontrol continues to gain market share in the U.S. utility market. Ripley's total sales in 1996 for photocontrols was approximately 10% of the total U.S. utility photocontrol market of which 60% was electronic solid state devices. Ripley also manufactures magnetic type photocontrols and thermal type photocontrols which are still the majority of types sold into the international market.
TIMERS: Timers are used in commercial cooking equipment, HVAC applications, bio-medical devices that require a set time interval with an opening and closing of an electrical switch. Rhodes' mechanical timer line sales remained stable in 1996. Rhodes' sales to OEM's were 68% of total timer and switch sales. Rhodes' OEM sales are made to "Original Equipment Manufacturers" who produce products that require time devices in their products, i.e.: oven manufacturers, blender manufacturers, battery chargers, etc. Much of 1996 was spent developing new products for the mechanical timer variety which will be introduced in the first quarter of 1997. These timers are projected to increase our timer sales by approximately 14%. These products are designed to sell in unique niche markets and will not be in competition with imports from China or Tunisia. Electronic niche markets are being studied for applications that Rhodes can take advantage of its larger OEM customer base.
SOURCE AND AVAILABILITY OF RAW MATERIALS
The Company has never experienced a serious problem in obtaining raw material and component parts, as there are generally many suppliers available to meet the Company's requirements.
PATENTS AND TRADEMARKS
The Company has held hundreds of patents over the past 66 years along with registered trademarks. These are maintained and reviewed as they come up for renewal. The Company retains a patent attorney who monitors all activities. The Company has seven (7) trademarks which are actively used: MARK TIME, RHODES, SUNSWITCH, LIGHT WATCHMAN and SPECTRUM INNOVATIONS. COMPETITOR AND SURVIVOR SERIES are the newest additions for the Photocontrol and new consumer lines.
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BUSINESS CYCLE
The Company business is not seasonal or cyclical.
CUSTOMERS
The customer base consists of approximately 1,500 accounts. The loss of any one customer would not have a material adverse financial effect on the companies.
GOVERNMENT BUSINESS
The Company does business with various municipal governments and U.S Government agencies. No significant portion of this business is subject to renegotiation of profits or termination at the election of a governmental agency.
NET SALES BACKLOG
The backlog at December 31, 1996 and 1995 was $3,435,000 and $2,809,000 respectively. The backlog includes orders which are deliverable over various periods and which may be changed or cancelled in the future. However, based on past experience, the effect of changes and cancellations is expected to be minimal. It is anticipated that the backlog at December 31, 1996 will be filled within the next 18 months.
COMPETITION
All mechanical interval timers sold in the U.S. other than Rhodes are imports. Rhodes produces all of its mechanical timers sold into the OEM, electrical distributor, special distributors, government sales and parking meter markets in Avon, Connecticut, U.S.A. This gives Rhodes a distinct advantage when quantities requested have to be delivered in just-in-time quantities on a weekly basis. It also allows Rhodes engineers to work with our customers on a first name basis and be available for meetings within a one day requirement.
As part of our consolidation of timer production in Avon, it was decided to close Rhodes Canadian assembly operation which had produced losses in 1995 and the first half of 1996. In doing so, the second half of 1996 became profitable and now positions 1997 in a much brighter perspective to make the company once again become profitable.
PRODUCT DEVELOPMENT
During the year the Company continued to develop new products directed toward niche markets. In the area of photocontrols, emphasis was placed on electronic units that will meet the requirements of utilities located in the Southern lighting belt areas, high heat applications, high humidity and corrosive atmospheres.
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In the timer line, new timers were developed for production in fire fighting equipment which signals the firemen the amount of air supply they have left in their oxygen equipment. Also timers were developed for extreme corrosive atmospheric conditions where stainless steel, brass and protective coatings are required. This is typical of our new development mission which is to develop niche markets such as timers for handicap applications, medical devices and other special requirements. 1997 will introduce several of these products.
EMPLOYEES
As of December 31, 1996, the Company employed 94 persons, 93 in Avon, Connecticut and 1 in El Paso, Texas. Of the Avon employees, 70 are represented by the International Association of Machinists, with the balance being salaried employees. The Company considers its relationship with its employees to be satisfactory.
ITEM 2.

ITEM 2. PROPERTIES
The Company owns factory, warehouse and office facilities, aggregating 92,000 square feet in Avon, Connecticut.
In the Company's opinion, this facility is adequate for the Company's present needs.
ITEM 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the Company's Executive Officers.
All Executive Officers serve for one-year terms or until their successors are duly elected and qualified. Officers are elected annually at the meeting of Directors, which immediately follows the Annual Meeting of Shareholders.
Name Company Position, Principal Occupation - ---- --------------------------------------
J. L. Morelli was appointed President and Chairman of the Board in April, 1989. Previously, since November, 1988, he was Acting General Manager, and prior to this, Vice President of Operations since January, 1987. From 1985 to 1987, he was Vice President of Operations with Rapid Power Technologies, a manufacturer of power supplies. Age 66.
H. B. Matles has served as a Vice President of Marketing in charge of the Company's consumer sales since 1973. Age 60.
A. D. Springer joined the Company in September, 1987 as Controller was elected its Corporate Controller/Treasurer in September, 1988 and was elected its Vice President-Finance in May 1994. Prior to joining the Company, he was with the Arrow Hart Division of Cooper Industries for 15 years in various financial positions. His last position was Controller. Age 57.
S. L. Vanasse has served the Company as an administrative employee since 1977. In September, 1988, she was elected Secretary of the Company. She had been elected Assistant Secretary in April, 1985. Age 41.
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PART II
ITEM 5.

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no generally recognized or established public trading market for the common stock of the Company.
The following chart reflects no payment of dividends over the past two years and, in the absence of any known source of published information, the range of bid prices for 1996 was supplied by a brokerage firm that follows the stock of the Company. This information does not necessarily represent actual transactions and may not reflect retail markups, markdowns, or commissions.
PRICES
As reported by one of the firms that follow the Company's stock, the bid price for such stock was $2.25 on March 12, 1997. No asked price was reported.
On March 12, 1997, there were approximately 667 record holders of the Company's common stock. The number of record shareholders excludes individual participants in security position listings.
Mellon Shareholders Services, L.L.C., 85 Challenger Rd., Overpeck Center, Ridgefield Park, N.J. 07660 is the Company's Stock Registrar and Transfer Agent. (1-800-288-9591)
It had been the Company's policy prior to 1988 to pay an annual dividend of $.10 per share. Pursuant to a loan agreement between the Company and the Connecticut National Bank (K/N/A Fleet Bank) dated December 19, 1985, now the Wilshire Credit Corporation, the Company has covenanted that it will not declare or pay dividends exceeding in the aggregate 10% of its annual net earnings after taxes. Due to this agreement no dividend was declared for 1995 (payable in 1996) and for 1996 (payable in 1997). The Company may or may not declare future dividends depending on its earnings, financial conditions and other factors.
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ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
M. H. RHODES, INC. AND M. H. RHODES (CANADA) LIMITED CONSOLIDATED(1)
(1) M. H. Rhodes (Canada) Limited Financial Statements have been translated from Canadian to U.S. currency at applicable exchange rates.
II-2
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
1996 Compared to 1995
Consolidated Net Sales for 1996 decreased by 1% compared to 1995. The principal reason for this slight decrease was the phaseout of active business operations in the Canadian subsidiary at the end of the fourth quarter. Canadian sales decreased due to this phaseout in the second half of 1996 by $100,000. Higher sales are expected in 1997 as manufacturing has been transferred to the parent and distribution has been revised.
Gross profit as a percentage of Consolidated Net Sales was 19.4% in 1996 compared with 10.5% in 1995. The principal reasons for this were: (1) Inventory obsolescence write-off of $50,000 compared to a 1995 write-off of $240,000. (2) Stability in certain production lines whereas in 1995 relocation of these lines was taking place at a cost of $46,000; (3) Significant decline in the inventory decrease of $311,000 in 1996 compared to $1,242,000 in 1995 resulting in lower non-cash accounting adjustments for prior years' items capitalized into inventory that were charged to earnings for 1996 at $72,000 compared to 1995 at $185,000; and, (4) Depreciation decreased as a result of assets being fully depreciated.
Selling, General and Administrative expenses as a percentage of Net Sales were 20.0% in 1996 compared to 19.5%. The principal reason for this was higher legal fees.
The decrease in interest expense was due to a lower bank prime rate involving the Company's line of credit (see Note 6) and the ESOP loan (see Note 8) in 1996 compared to 1995 and decreased borrowings. During 1996, the Company paid down principal on its' ESOP loan by $170,000. The remaining balance on the loan as of December 31, 1996 was $680,088. The State of Connecticut was paid $47,000 in principal during 1996 and a balance of $242,825 remains as of December 31, 1996. The line of credit was paid down $205,224 and the balance on December 31, 1996 was $393,755.
The increase in other expense was due to the write off of prior years' amortization costs of $6,000.
The Net Loss for 1996 was $177,373 compared to a Net Loss of $895,488 for 1995. In summary, the principal reasons for this 1996 loss were: (1) Non-cash accounting adjustments during the first six months of 1996 for prior years' items capitalized into inventory; (2) Canadian losses and the closing costs of Canada; and (3) Higher legal fees. It should be noted that both the 1996 third quarter and fourth quarter were profitable with a Net Income of $20,000 and $42,000 respectively.
1995 Compared to 1994
Consolidated net sales for 1995 decreased 18% compared to 1994. This decrease in net sales was directly due to decreases in the following market segments: OEM sales were down 21% or approximately $1,100,000; Retail and Government sales were down 21% and 53% respectively. Although no major customers were lost to competition, 1995 appeared to be a year where many of the Company's customers reduced their conventional blanket orders and large volume buys and proceeded to new smaller size production lots which is typical with J.I.T. (Just in Time or Kaizan Production techniques which is being implemented throughout the U.S.A.).
II-3
Gross profit as a percentage of consolidated net sales was 10.5% in 1995 compared with 19.0% in 1994. The principal reasons for this were: (1) The decline in sales; (2) Relocation of certain production lines and inventory back to Avon from Mexico; (3) Additional write off of obsolete and slow moving inventory; and (4) Non-cash accounting adjustments for prior years' items capitalized into inventory that were charged to earnings due to the significant decrease in inventory in 1995.
Selling, general and administrative expenses as a percentage of net sales were 19.5% in 1995 compared to 17.0% in 1994. This increase was primarily due to fixed expenses which did not decrease in the same proportion as the sales decline.
The increase in interest expense was due to a higher bank prime rate in 1995 compared to 1994 which increased borrowing costs on the line of credit and the Employee Stock Ownership Plan (ESOP) loan.
The decrease in other income was a result of: (1) A decrease in the amount of machinery and equipment sold in 1995 compared to 1994; and (2) 1994 recorded interest earned on cash deposits from the State of Connecticut Financial Assistance Program which was used for tooling and equipment on the new Photocontrol line.
The net loss for 1995 was $895,488 compared to a net income of $79,351 for 1994. As stated above, the decrease in sales, an obsolete inventory write off, accounting inventory adjustments, and relocation of production lines to Avon contributed. Although the net loss was unfavorable, there were favorable sides to 1995. These were a reduction in liabilities to the Company of $884,000 and a decrease in inventories of $1,242,000.
LIQUIDITY
The Company during 1996 reduced its borrowing availability under the revolving line of credit from $1,000,000 to $650,000. The amount borrowed cannot exceed 75% of acceptable Accounts Receivables. This line of credit is the source for generating cash to meet liquidity needs. On December 31, 1996 the Company had $393,755 borrowed under the revolver.
Working capital increased $518,000 for the twelve month period ended December 31, 1996. This increase was the result of a long term mortgage note $510,096 classified as current in 1995 and at the end of 1996 reclassified back to long term debt. The reason for this was in 1995 the Company was not in compliance of certain covenants on a mortgage note and a technical default was invoked. However, the technical default has since been waived and the reclassification has been recorded.
The inventory reduction of $311,000 provided the majority of cash generated from operating activities. For investing activities, $50,000 of capital expenditures were incurred. For financing activities, $445,000 was used in the repayment of debt. The above resulted in the highest cash balances in several years.
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CAPITAL RESOURCES
Capital expenditures during 1996 were $50,000 compared to 1995 capital expenditures of $16,000. During 1997, the Company expects capital expenditures to be approximately $100,000, principally for tools and molds. Capital expenditures will be funded through internal cash flows.
INFLATION
The Company believes that inflation has not had a material effect on operations.
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ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted on pages II-9 thru II-19 of this report.
II-6
RIGGS & ASSOCIATES, LLP - ---------------- CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS - ---------------- INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of M.H. Rhodes, Inc.:
We have audited the accompanying consolidated balance sheets of M.H. Rhodes, Inc. (a Delaware corporation) and subsidiary (the Company) as of December 31, 1996 and 1995 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated statements of operations, stockholders' equity and cash flows for the year ended December 31, 1994 were audited by other auditors whose report dated February 15, 1995 expressed an unqualified opinion thereon.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of M.H. Rhodes, Inc. and subsidiary as of December 31, 1996 and 1995 and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles.
Riggs & Associates, LLP
Hartford, Connecticut February 7, 1997
One State Street Hartford, CT 06103 Telephone (860)549-8500 FAX (860)549-8501 II-7
WHITTLESEY & HADLEY, P.C. CERTIFIED PUBLIC ACCOUNTANTS 149 CHARTER OAK AVENUE HARTFORD, CONNECTICUT 06106-5101 (860) 522-3111 FAX (860) 728-0232
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of M.H. Rhodes, Inc.:
We have audited the accompanying consolidated balance sheet of M.H. Rhodes, Inc. (a Delaware corporation) and subsidiary as of December 31, 1994, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurances about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of M.H. Rhodes, Inc. and subsidiary as of December 31, 1994, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles.
Whittlesey & Hadley, P.C.
Hartford, Connecticut February 15, 1995
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M.H. RHODES, INC. AND SUBSIDIARY 14 CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 AND 1995
ASSETS
The accompanying notes are an integral part of these consolidated financial statements.
II-9
M. H. RHODES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
The accompanying notes are an integral part of these consolidated financial statements.
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M.H. RHODES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
The accompanying notes are an integral part of these consolidated financial statements.
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M. H. RHODES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
The accompanying notes are an integral part of these consolidated financial statements.
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M. H. RHODES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
NOTE 1 - GENERAL:
The Company manufactures timing devices and photoelectric lighting controls primarily for sale to distributors and original equipment manufacturers. These products are sold primarily in domestic and certain foreign markets.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation - The consolidated financial statements include the accounts of M.H. Rhodes, Inc. (the Company) and its 96% owned subsidiary, M.H. Rhodes (Canada) Limited. All significant intercompany balances and transactions have been eliminated. As of September 30, 1996 operations ceased at M. H. Rhodes (Canada) Limited and the Board of Directors voted for its dissolution. The Company purchased the minority stockholders interest and all assets, excluding fixed assets which were sold to outside parties, were transferred to the Company.
Foreign currency translation - The financial statements of M.H. Rhodes (Canada) Limited have been translated from Canadian to U.S. currency at the applicable exchange rates. The resulting translation adjustments are recorded directly in a separate component of stockholders' equity.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents.
Inventories - Inventories are valued at the lower of cost or market using the first-in, first-out method of accounting.
Property, plant and equipment - Depreciation is provided using straight-line and accelerated methods over estimated useful lives which range from 10 to 40 years for buildings and improvements and 3 to 10 years for machinery and equipment.
Other assets - Other assets include transaction costs related to the Photocontrols acquisition and loan origination. The acquisition costs are being amortized on a straight-line basis over a ten-year period and the loan origination costs over eighteen months. The loan origination costs were fully amortized at December 31, 1995.
Revenue Recognition - Revenues from sales of timing devices and photoelectric lighting controls is generally recognized upon delivery to the customer.
Per share data - Net income(loss) per share is based on the weighted average number of shares outstanding during each year. The change in shares outstanding in 1995 and 1994 was due to the acquisition of treasury stock from terminated and/or retired employees who participated in the Employee Stock Ownership Plan (see Note 8).
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M.H. RHODES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 and 1994
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (continued):
Income taxes - Deferred income taxes, which are included in other non-current liabilities in the accompanying consolidated balance sheets, are provided for timing differences in the recognition of certain expenses for financial reporting and income tax purposes, primarily related to the use of differing methods of recording depreciation, investment in M. H. Rhodes (Canada) Limited, reserve for obsolete inventory, and allowance for doubtful accounts.
Concentration of Credit Risk - The Company maintains their cash and cash equivalents in high credit quality financial institutions. The balances, at times, may be in excess of federally insured limits.
Fair Values of Financial Instruments - The Company values financial instruments as required by Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Values of Financial Instruments." The carrying amounts of cash and cash equivalents, accounts receivable, and current liabilities approximate fair value.
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 reported period. Actual results could differ from those estimates.
NOTE 3 - INVENTORIES:
Inventories consist of the following at December 31:
NOTE 4 - NET PROPERTY, PLANT AND EQUIPMENT:
Property, Plant and Equipment consists of the following at December 31:
II-14
M. H. RHODES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
NOTE 5 - INCOME TAXES:
The components of the provision (benefit) for income taxes at December 31 are as follows:
An analysis of the provision (benefit) for income taxes at December 31 is as follows:
The Company has approximately $1,830,000 of net operating loss carryforwards available to reduce taxable income for Federal income tax reporting purposes which expire between 2003 and 2015. For State income tax purposes, the Company's net operating loss carryforwards are approximately $1,025,000, which expire between 1997 and 2001.
II-15
M. H. RHODES, INC. AND SUBSIDIARY 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
NOTE 5 - INCOME TAXES (continued):
Deferred tax assets and liabilities at December 31 resulted from the following:
The Company paid approximately, $8,200, $10,900 and $13,100 for income taxes for 1996, 1995 and 1994 respectively.
NOTE 6 - NOTES PAYABLE:
At December 31, 1996 and 1995, the Company had a note payable of $393,755 and $598,979 respectively, under an accounts receivable asset backed revolver not to exceed the lesser of $650,000 or 75% of acceptable accounts receivable and $1,000,000 or 80% of acceptable accounts receivable, respectively. Interest is paid monthly at the prime rate (8.25% and 8.5% at December 31, 1996 and 1995, respectively), plus 1 1/2% and principal is due upon the collection of accounts receivable backing the outstanding advances. The revolving loan expires February 28, 1997. The note is guaranteed by M.H. Rhodes (Canada) Limited, and collateralized by a life insurance policy on a key officer of the Company, and by all other assets of the Company. The Company is charged interest at a minimum base borrowing of $400,000 even if outstanding borrowings fall below that threshold.
II-16
M. H. RHODES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
NOTE 7 - LONG-TERM DEBT:
Long-term debt consists of the following at December 31:
Aggregate principal payments of long-term debt for the next five years are as follows:
Year ending December 31:
II-17
M. H. RHODES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
NOTE 7 - LONG-TERM DEBT (continued):
The mortgage note payable contains various financial covenants primarily related to the current ratio, net worth, liabilities to net worth, current maturity of long-term debt ratio and restrictions on payment of dividends. As of and for the year ended at December 31, 1996 and 1995 the Company was not in compliance with the stipulated net worth and current maturity of long-term debt covenants. On February 4, 1997, the lender waived the provisions of the net worth and current maturity of long-term debt covenants as of and for the year ended December 31, 1996.
The Company has pledged, on a subordinated basis to the aforementioned accounts receivable asset backed revolving loan (see Note 6), substantially all assets as collateral for the mortgage note.
The Company received $400,000 in financial assistance from the State of Connecticut, Department of Economic Development (The State) on March 24, 1994. The State provided a $300,000 loan and a $100,000 grant to be used for new product tooling and equipment. The $100,000 grant, which is included with other non-current liabilities in the accompanying balance sheet, requires the fulfillment of certain conditions as set forth in the grant agreement. Failure to fulfill the conditions could result in the return of funds to the State along with a penalty charge of 7.5% per annum, per year the grant is outstanding.
The Company paid approximately $135,661, $173,388 and $138,200 for interest in 1996, 1995 and 1994, respectively.
NOTE 8 - EMPLOYEE STOCK OWNERSHIP PLAN:
The Company established a non-contributory Employee Stock Ownership Plan (ESOP) for qualified non-union employees effective January 1, 1983, and in 1985, the ESOP acquired approximately 55% of the Company's outstanding stock. The funds required to finance this purchase were loaned to the ESOP by the Company using funds borrowed from a bank on the same terms as the bank debt. (see Note 7).
At the time of the purchase, the Company recorded unallocated ESOP shares of $2,550,000 for current and future ESOP contributions as a deduction from stockholders' equity. Contributions to the ESOP are based upon the terms of the bank debt, resulting in ESOP expense of $169,992 per year. Interest expense for the related note payable was $65,495, $69,781 and $65,155 in 1996, 1995 and 1994, respectively.
II-18
M. H. RHODES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
NOTE 8 - EMPLOYEE STOCK OWNERSHIP PLAN (continued):
The ESOP allows salaried employees to earn shares of the Company's stock while they are employed by the Company. Upon the cessation of their employment, former employees can require the Company to purchase their vested shares at an appraised value ($7.50 per share at December 31, 1995) payable over a five-year period. The amount owed to such former employees for their shares is included in long-term debt in the accompanying balance sheet (see Note 7).
Shares of the plan are released for allocation to participants as compensation based on annual principal payments of $169,992 made on the ESOP debt. At December 31, 1996, 79,574 shares are allocated, 5,245 shares are committed to be released and 18,105 shares are held in suspense. The value of unearned ESOP shares at December 31, 1996 is estimated to be $135,790.
NOTE 9 - REDEEMABLE COMMON STOCK:
In connection with the ESOP, 73,321 and 68,592 shares of common stock have been classified as redeemable at December 31, 1996 and 1995, respectively. These shares represent the vested portion of all common stock held by employees with the right to put those shares to the Company upon cessation of their employment (see Note 8).
NOTE 10 - CONTINGENCIES:
The Company is subject to legal proceedings, claims and liabilities, including environmental matters, which are incidental to its business. It is management's opinion that the disposition of these matters will not have a material effect on the Company's consolidated financial position or results of operations.
NOTE 11 - PENSION PLAN:
Under the terms of an agreement with the International Association of Machinists, the Company contributes specified amounts to union-administered pension funds. Contributions were $45,189, $28,397 and $37,244 in 1996, 1995 and 1994, respectively. Since this plan is a multiemployer plan, actuarial present values of accumulated plan benefits and other information for a particular employer are not available.
II-19
ITEM 9.

ITEM 9. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Board of Directors of M. H. Rhodes, Inc. approved the recommendation of the Registrant's Officers to dismiss Whittlesey & Hadley, P.C., 147 Charter Oak Avenue, Hartford, Connecticut, 06106 as its independent accountants and to engage the accounting firm of Riggs Mahoney & Sabol, One State Street, Hartford, Connecticut, 06103 as independent accountants for the Registrant for 1995. The engagement of Whittlesey & Hadley,P.C. 147 Charter Oak Avenue, Hartford, Connecticut, 06106 has ceased as of January 31, 1996.
Whittlesey & Hadley, P.C. served as auditors for the Registrant since 1993. During none of the years for which Whittlesey & Hadley, P.C. served as independent auditors for the Company nor for the subsequent interim period preceding the replacement of Whittlesey & Hadley, P.C., were there any disagreements between the Registrant and Whittlesey & Hadley, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that would have caused them to make reference in their report to the subject matter of the disagreement. There were no "reportable events" (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission) during the two years ended December 31, 1994 or the subsequent interim period.
Whittlesey & Hadley, P.C.'s report on the financial statements as of December 1993 and 1994 for the years then ended was unqualified.
The registrant has requested that Whittlesey & Hadley, P.C. furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Whittlesey & Hadley, P.C.'s letter to the SEC dated January 31, 1996 is filed as Exhibit 1 to the Form 8-K.
The Registrant's Audit Committee of the Board of Directors approved the change in the accountants.
II-20
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item with respect to Directors is incorporated by reference in the Company's Proxy Statement for the Annual Shareholders meeting to be held in May, 1997, pursuant to General Instruction G to Form 10-K. Information concerning Executive Officers is included at the end of Part I of this Form 10-K.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference in the Company's Proxy Statement for the Annual Shareholders meeting to be held in May, 1997.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item is incorporated by reference in the Company's Proxy Statement for the Annual Shareholders meeting to be held in May, 1997.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
III-1
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A. The following documents are filed as a part of this report:
1. Financial Statements Page No. -------------------- --------
The following Consolidated Financial Statements of M.H. Rhodes, Inc. and Subsidiaries are included in Item 8: II-6
Opinion of Independent Public Accountants. II-7-8
Consolidated Balance Sheets - December 31, 1996 and 1995. II-9
Consolidated Statements of Operations - Years ended December 31, 1996, 1995 and 1994. II-10
Consolidated Statements of Stockholders' Equity - Years ended December 31, 1996, 1995 and 1994. II-11
Consolidated Statements of Cash Flows - Years ended December 31, 1996, 1995 and 1994. II-12
Notes to Consolidated Financial Statements. II-13-19
2. Supplementary Data and Financial Statements Schedules
All Schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the Financial Statements or Notes thereto.
Separate Financial Statements and Supplemental Schedules of the Company are omitted since the Company is primarily an operating Company and its subsidiary, included in the Consolidated Financial Statements being filed, does not have a minority equity interest or indebtedness to any person other than the Company in an amount which exceeds five percent of the total assets as shown by the Consolidated Financial Statements as filed herein.
IV-1
3. Exhibits Cross Reference Information -------- ---------------------------
(3) Articles of Incorporation and By-Laws Filed as Exhibit to Form 10 filed on April 27, 1965
(4A) Specimen Common Stock Certificate Filed as Exhibit 4A to Form 10-K, File No. 0-1412 dated March 25, 1987. (4B) Loan Agreement, Term Loan Note and Open End Mortgage Between the Company and The Connecticut National Bank ** dated December 19, 1985
(4C) Loan Agreement 5-Year Term Loan Note Filed as Exhibit 4C to and Open End Mortgage Between the Form 10-K, File No. 0-1412 Company and The Connecticut National dated March 27, 1990. Bank dated December 7, 1989
(4D) Loan Agreement, Eighteen month Filed as Exhibit 4D to Accounts Receivable Asset Backed Form 10-K, File No. 0-1412 Revolver between the Company and dated March 30, 1994. Affiliated Business Credit Corporation dated October 21, 1993.
(4E) Loan Agreement/Grant, 7-year loan Filed as Exhibit 4E to between the Company and the State of Form 10-K, File No. 0-1412 Connecticut, dated March 24, 1994. dated March 30, 1994.
(4F) Loan Modification Agreement, Term Loan Filed as Exhibit 4F to Note and Open End Mortgage Between the Form 10-K, File No. 0-1412 Company and The Connecticut National dated March 30, 1994. Bank (K/N/A Shawmut Bank) dated December 19, 1985, modified on October 21, 1993.
(11) Statement re: computation per share earnings filed with this report
(16) Letter re: Change in certifying Accountants Pg. filed as Exhibit 16 to form 10-K, File No. 0-1412 dated March 30, 1994
(21) Subsidiaries of Company filed with this report
** Incorporated by reference in Exhibit 4 to Schedule 13D, dated December 27, 1985, filed by M. H. Rhodes, Inc. Employee Stock Ownership Trust for the Non-Bargaining Unit Employee Group of the M. H. Rhodes, Inc. Employee Stock Ownership Plan for the Non-Bargaining Unit Employee Group. This Schedule 13D was filed with the SEC on December 30, 1985. Exhibit 4 is found at pages 98, et seq. of such filing in accordance with the sequential numbering system.
IV-2
B. Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the last quarter of the period covered by this report.
IV-3
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.
M. H. RHODES, INC.
By: /s/ Joseph L. Morelli ---------------------------- Joseph L. Morelli, President and Chief Executive Officer March 25, 1997
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 dates indicated.
By: /s/ Joseph L. Morelli ---------------------------- Joseph L. Morelli, President and Chief Executive Officer March 25, 1997
By: /s/ Allan D. Springer --------------------------------- Allan D. Springer, Vice President Finance and Chief Financial Officer/Principal Accounting Officer March 25, 1997
By: /s/ Edward J. Doyle ------------------------- Edward J. Doyle, Director March 25, 1997
By: /s/ Anthony J. Campanelli ------------------------------- Anthony J. Campanelli, Director March 25, 1997
By: ------------------------- Harold T. LeMay, Director March , 1997
EXHIBIT INDEX
Sequential Numbering System, Page number or Exhibit Number Cross Reference Information - -------------- ---------------------------
(3) Articles of Incorporation and By-Laws Filed as Exhibit to Form 10 filed on April 27, 1965
(4A) Specimen Common Stock Certificate Filed as Exhibit 4A to Form 10-K, File No. 0-1412 dated March 25, 1987.
(4B) Loan Agreement, Term Loan Note and Open End Mortgage Between the Company and The Connecticut National Bank ** dated December 19, 1985
(4C) Loan Agreement 5-Year Term Loan Note Filed as Exhibit 4C to and Open End Mortgage Between the Form 10-k, File No. 0-1412 Company and The Connecticut National dated March 27, 1990. Bank dated December 7, 1989
(4D) Loan Agreement, Eighteen Month Filed as Exhibit 4D to Accounts Receivable Asset Backed Form 10-K, File No. 0-1412 Revolver between the Company and dated March 30, 1994. Affiliated Business Credit Corporation dated October 21, 1993.
(4E) Loan Agreement/Grant, 7-year loan Filed as Exhibit 4C to between the Company and the State Form 10-K, File No. 0-1412 of Connecticut, dated March 24, 1994. dated March 30, 1994.
(4F) Loan Modification Agreement, Term Loan Filed as Exhibit 4D to Note and Open End Mortgage Between the Form 10-K, File No. 0-1412 Company and The Connecticut National dated March 30, 1994. Bank (K/N/A Shawmut Bank) dated December 19, 1985, modified on October 21, 1993.
(11) Statement re: computation per share earnings filed with this report
(16) Letter re: Change in certifying Accountants Pg. filed as Exhibit 16 to form 10-K, File No. 0-1412 dated March 30, 1994
(21) Subsidiaries of Company filed with this report
** Incorporated by reference in Exhibit 4 to Schedule 13D, dated December 27, 1985, filed by M. H. Rhodes, Inc. Employee Stock Ownership Trust for the Non-Bargaining Unit Employee Group of the M. H. Rhodes, Inc. Employee Stock Ownership Plan for the Non-Bargaining Unit Employee Group. This Schedule 13D was filed with the SEC on December 30, 1985. Exhibit 4 is found at pages 98, et seq. of such filing in accordance with the sequential numbering system.