Item 1. Business
"Business" on page 3 of the Annual Report to Shareholders of Rockwood National Corporation ("the Company") for the year ended March 31, 1996 is incorporated herein by reference.
Item 2.
Item 2. Properties
The operations of the Company are conducted from approximately 5,000 square feet of space owned by Eastover Realty, Inc. located at 5690 Eastover Drive, New Orleans, Louisiana. "Business" on page 3 of the Annual Report to Shareholders for the year ended March 31, 1996 are incorporated herein by reference. Details of other properties owned by the Company are found on Schedule XI on page 37.
Item 3.
Item 3. Legal Proceedings
Note 11 "Commitments, Contingencies and Other Matters" on page 31 of Annual Report to Shareholders for the year ended March 31, 1996, is incorporated herein by reference.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None. PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
"Common Stock Market Price and Dividends" on page 4 of the Annual Report to Shareholders for the year ended March 31, 1996, is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
"Selected Financial Data" on page 5 of the Annual Report to Shareholders for the year ended March 31, 1996, is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 6 through 10 of the Annual Report to Shareholders for the year ended March 31, 1996, is incorporated herein by reference.
Page 33 of 41 Pages Item 8.
Item 8. Financial Statements and Notes and Supplementary Data
The Company's Consolidated Balance Sheets as of March 31, 1996 and 1995, and its Consolidated Statements of Operations, Stockholders' Equity and Cash Flows and Notes to Financial Statements for the years ended March 31, 1996, 1995 and 1994, and the independent auditors' report thereon included in the Company's 1996 Annual Report to Shareholders are incorporated herein by reference. The section entitled "Quarterly Results of Operations" on page 9 of the Company's 1996 Annual Report to Shareholders is incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting Financial Disclosure
None. PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Company's definitive proxy statement which will be filed with the Commission pursuant to Regulation 14A within 120 days of the end of Company's fiscal year is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
The Company's definitive proxy statement which will be filed with the Commission pursuant to Regulation 14A within 120 days of the end of Company's fiscal year is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Company's definitive proxy statement which will be filed with the Commission pursuant to Regulation 14A within 120 days of the end of Company's fiscal year is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Company's definitive proxy statement which will be filed with the Commission pursuant to Regulation 14A within 120 days of the end of Company's fiscal year is incorporated herein by reference.
Page 34 of 41 Pages PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) The following financial statements of Rockwood National Corporation included in the Annual Report of the Company to its shareholders for the year ended March 31, 1996 are incorporated by reference in Item 8: Independent Auditors' Report. Consolidated Balance Sheets - March 31, 1996 and 1995. Consolidated Statements of Operations - Years ended March 31, 1996, 1995 and 1994. Consolidated Statements of Stockholders' Equity - Years ended March 31, 1996, 1995 and 1994. Consolidated Statements of Cash Flows - Years ended March 31, 1996, 1995 and 1994. Notes to Consolidated Financial Statements. (2) The following financial statement schedules of Rockwood National Corporation are filed herewith pursuant to Item 8: Schedule XI - Real Estate and Accumulated Depreciation Schedule XII - Mortgage Loans on Real Estate. (3) Exhibits required by Item 601 of Regulation S-K: (a) Articles of Incorporation (incorporated by reference to Registration Statement on Form 8-B filed on July 19, 1973). (b) Amendment to Articles of Incorporation dated August 27, 1986, (incorporated by reference to Exhibit 3(b) of the Registrant's 1987 Annual Report on Form 10-K) (c) By-laws (incorporated by reference to Exhibit 3(b) of the Registrant's 1983 Annual Report on Form 10-K). (d) Amendment to By-laws dated May 15, 1986 (incorporated by reference to Exhibit 3(d) of the Registrant's 1987 Annual Report on Form 10-K). (e) Amendment to By-laws dated March 22, 1988 (incorporated by reference to Exhibit 3(e) of the Registrant's 1988 Annual Report on Form 10-K). (10)(a) Form of Indemnification Agreement between the Registrant and each of the Registrant's directors and officers (incorporated by reference to Exhibit B of the Registrant's Proxy Statement dated July 22, 1986). (b) Amended and Restated Administration Agreement dated as of April 1, 1993 between the Registrant and Congress Street Properties, Inc. (incorporated by reference to Exhibit 10(b) of the Registrant's 1993 Annual Report on Form 10-K). (c) Registrant's 1991 Incentive Plan (incorporated by reference to Exhibit H to Registrant's Proxy Material dated July 22, 1991). (d) Registrant's 1991 Director's Stock Option Plan (incorporated by reference to Exhibit B to Registrant's Proxy Material dated July 22, 1991). (e) Purchase and Sale Agreement dated June 24, 1990. (1) (f) Purchase Agreement dated as of the 18th day of December 1990 by and among The Parkway Company and Lake Forest, Inc. (2) (g) Promissory Note of The Parkway Company dated December 18, 1990. (h) Security Agreement by Lake Forest, Inc. in favor of Trustmark National Bank dated December 18, 1990. (2)
Page 35 of 41 Pages Item 14. (continued)
(i) Agreement between Trustmark National Bank, Lake Forest, Inc., and The Parkway Company regarding partial releases and protection of The Parkway Company and terms of Lake Forest and Trustmark loan dated December 18, 1990. (2) (j) Warrant Agreement dated December 18, 1990. (2) (k) Agreement of Purchase and Sale dated April 16, 1991. (3) (l) Credit Sale dated April 16, 1991. (3) (m) Promissory Note dated April 16, 1991. (3) (n) Agreement of Purchase and Sale, Option and Loan Agreement dated April 16, 1991. (3) (o) Credit Sale dated April 16, 1991. (3) (p) Promissory Note dated April 16, 1991. (3) (q) Act of Sale and Assumption of Mortgage dated April 16, 1991. (3) (r) Amended and Restated Promissory Note between Lake Forest, Inc. and Deposit Guaranty National Bank dated April 16, 1991. (3) (s) $450,000 Promissory Note and Collateral Mortgage Note from Lake Forest, Inc. to The Parkway Company (incorporated by reference to Exhibit 10(v) of the Registrant's 1992 Annual Report on Form 10-K). (t) $450,000 Continuing Guaranty of Registrant (incorporated by reference to Exhibit 10(w) of the Registrant's 1992 Annual Report on Form 10-K). (u) $250,000 Promissory Note to The Parkway Company dated July 14, 1993. (v) Act of Pledge and Pawn of Mortgage Note to The Parkway Company dated July 14, 1993. (11) Statement re: Computation of earnings per share, filed herewith. (13) Annual report to security holders for year ended March 31, 1996, filed herewith. (22) Subsidiaries of the Company, filed herewith. (25) Powers of Attorney. (27) Financial Data Schedule, filed herewith. (28) Agreement of the Company to furnish the Commission with copies of instruments defining the rights of holders of long-term debt (incorporated by reference to Exhibit 28 of the Registrant's 1986 Annual Report on Form 10-K). (b) None.
(1) Incorporated by reference to exhibits to Registrant's Form 8-K dated August 14, 1990. (2) Incorporated by reference to exhibits to Registrant's Form 8-K dated January 31, 1991. (3) Incorporated by reference to exhibits to Registrant's Form 8-K dated April 30, 1991.
Page 36 of 41 Pages SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION March 31, 1996 (In thousands)
(1) See Note 6 to the financial statements. (2) Changes in real estate were as follows:
(3) Changes in accumulated depreciation were as follows:
(4) The cost for federal income tax purposes is approximately $4,759. (5) Costs capitalized, net of a writedown of $1,893.
Page 37 of 41 Pages
Page 38 of 41 Pages Schedule XII - Mortgage Loans on Real Estate March 31, 1996 (In thousands)
(1) Changes in mortgage loans were as follows:
(2) See notes 4 and 11 to consolidated financial statements. (3) The aggregate amount for federal income tax purposes is $890,000. (4) See note 9(f) to consolidated financial statements.
Page 39 of 41 Pages
Page 40 of 41 Pages 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.
ROCKWOOD NATIONAL CORPORATION /s/ DONALD E. PATE Registrant -------------------------------------- Donald E. Pate, Chairman of the Board, President and Chief Executive Officer July 12, 1996
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 date indicated.
/s/ CHARLES A. SAUCIER /s/ A. WAYNE BURAS - ------------------------------------ ----------------------------------- Charles A. Saucier, Treasurer A. Wayne Buras, Director and Chief Financial Officer July 12, 1996 July 12, 1996
/s/ DONALD E. PATE /s/ JOSEPH C. WINK, JR. - ------------------------------------ ----------------------------------- Donald E. Pate, Director Joseph C. Wink, Jr., Director July 12, 1996 July 12, 1996
/s/ FREDERICK C. YOUNG, JR. /s/ THOMAS K. WININGDER - ------------------------------------ ---------------------------------- Frederick C. Young, Jr. Director Thomas K. Winingder, Director July 12, 1996 July 12, 1996
Page 41 of 41 Pages INDEX TO EXHIBITS
3(a) Articles of Incorporation (incorporated by reference to Registration Statement on Form 8-B filed on July 19, 1973). 3(b) Amendment to Articles of Incorporation dated August 27, 1986, (incorporated by reference to Exhibit 3(b) of the Registrant's 1987 Annual Report on Form 10-K) 3(c) By-laws (incorporated by reference to Exhibit 3(b) of the Registrant's 1983 Annual Report on Form 10-K). 3(d) Amendment to By-laws dated May 15, 1986 (incorporated by reference to Exhibit 3(d) of the Registrant's 1987 Annual Report on Form 10-K). 3(e) Amendment to By-laws dated March 22, 1988 (incorporated by reference to Exhibit 3(e) of the Registrant's 1988 Annual Report on Form 10-K). 10(a) Form of Indemnification Agreement between the Registrant and each of the Registrant's directors and officers (incorporated by reference to Exhibit B of the Registrant's Proxy Statement dated July 22, 1986). 10(b) Amended and Restated Administration Agreement dated as of April 1, 1993 between the Registrant and Congress Street Properties, Inc. (incorporated by reference to Exhibit 10(b) of the Registrant's 1993 Annual Report on Form 10-K). 10(c) Registrant's 1991 Incentive Plan (incorporated by reference to Exhibit H to Registrant's Proxy Material dated July 22, 1991). 10(d) Registrant's 1991 Director's Stock Option Plan (incorporated by reference to Exhibit B to Registrant's Proxy Material dated July 22, 1991). 10(e) Purchase and Sale Agreement dated June 24, 1990. (1) 10(f) Purchase Agreement dated as of the 18th day of December 1990 by and among The Parkway Company and Lake Forest, Inc. (2) 10(g) Promissory Note of The Parkway Company dated December 18, 1990. 10(h) Security Agreement by Lake Forest, Inc. in favor of Trustmark National Bank dated December 18, 1990. (2) 10(i) Agreement between Trustmark National Bank, Lake Forest, Inc., and The Parkway Company regarding partial releases and protection of The Parkway Company and terms of Lake Forest and Trustmark loan dated December 18, 1990. (2) 10(j) Warrant Agreement dated December 18, 1990. (2) 10(k) Agreement of Purchase and Sale dated April 16, 1991. (3) 10(l) Credit Sale dated April 16, 1991. (3) 10(m) Promissory Note dated April 16, 1991. (3) 10(n) Agreement of Purchase and Sale, Option and Loan Agreement dated April 16, 1991. (3) 10(o) Credit Sale dated April 16, 1991. (3) 10(p) Promissory Note dated April 16, 1991. (3) 10(q) Act of Sale and Assumption of Mortgage dated April 16, 1991. (3) 10(r) Amended and Restated Promissory Note between Lake Forest, Inc. and Deposit Guaranty National Bank dated April 16, 1991. (3) 10(s) $450,000 Promissory Note and Collateral Mortgage Note from Lake Forest, Inc. to The Parkway Company (incorporated by reference to Exhibit 10(v) of the Registrant's 1992 Annual Report on Form 10-K). 10(t) $450,000 Continuing Guaranty of Registrant (incorporated by reference to Exhibit 10(w) of the Registrant's 1992 Annual Report on Form 10-K). 10(u) $250,000 Promissory Note to The Parkway Company dated July 14, 1993. 10(v) Act of Pledge and Pawn of Mortgage Note to The Parkway Company dated July 14, 1993. 11 Statement re: Computation of earnings per share, filed herewith. 13 Annual report to security holders for year ended March 31, 1996, filed herewith. 22 Subsidiaries of the Company, filed herewith. 24 Powers of Attorney. 27 Financial Data Schedule, filed herewith. 99 Agreement of the Company to furnish the Commission with copies of instruments defining the rights of holders of long-term debt (incorporated by reference to Exhibit 28 of the Registrant's 1986 Annual Report on Form 10-K).
----------- (1) Incorporated by reference to exhibits to Registrant's Form 8-K dated August 14, 1990. (2) Incorporated by reference to exhibits to Registrant's Form 8-K dated January 31, 1991. (3) Incorporated by reference to exhibits to Registrant's Form 8-K dated April 30, 1991.