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SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
For the fiscal year ended December 31, 1995
Commission file number 0-17165
SUNSTYLE CORPORATION
(Exact name of Registrant as specified in its charter)
Florida 59-2905386
(State or other jurisdiction of (I.R. S. Employer
incorporation or organization) Identification No.)
36460 US 19N Palm Harbor, Florida 34684
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 789-8899
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $.10)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-k or any amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 30, 1996: $5,480.
Number of Common shares outstanding (September 30, 1996): 1,096,014
SUNSTYLE CORPORATION
December 31, 1995
PART I
Item 1. Business
COMPANY
Sunstyle Corporation is a Florida corporation whose only asset
currently is its 100% ownership of Sunstyle Homes Corporation, which in
turn has several consolidated subsidiaries including Sunstyle Homes
Corporation of Citrus County and Briarwood Enterprises. The consolidated
entity is hereafter collectively referred to as "Sunstyle" or the
"Company". Sunstyle has been principally engaged in real estate
acquisition and development and the construction of single family housing
on the west coast of Florida.
During November of 1990, concerns of cash liquidity prompted the
Company to cease interest payments and request debt negotiations with banks
holding notes secured by single family vacant lots. The Company also
ceased interest payments on an unsecured note held by its former Parent.
As of June 1992, all bank debt was satisfied after transferring land assets
to banks and the payment of cash to settle a deficiency judgement which was
being sought by a bank.
In May of 1991, the Company finished construction on its final house
and ceased construction activities. All employees were terminated without
severance pay. The Company's President has continued to manage the affairs
of the Company while pursuing other business interests. During 1993 and
1992 the Company sold its remaining lots in Pinellas and Manatee counties
to other developers and builders. During 1995, the company sold its
office/storage building in Largo, Florida.
The Company continues to seek a possible merger with another company
and continue operations as the general economy improves or the Board of
Directors may decide to proceed with a liquidation and distribute the
proceeds, if any, to its shareholders.
JOINT VENTURES
The Company is no longer involved in or a part of any joint ventures
or partnerships. The Company had engaged in joint ventures and
partnerships for the purpose of acquiring and developing tracts which might
had otherwise been unavailable due to capital requirements or land
scarcity. The Company's first project was a partnership arrangement with
another subsidiary of its former Parent, Raymond James Financial, Inc.
(Raymond James), which contributed the initial capital for a share of
profits/losses. Since that time the Company formed and operated five
additional partnerships, three of which were private placements syndicated
by a broker-dealer subsidiary of Raymond James.
SUNSTYLE CORPORATION
December 31, 1995
Item 2. Properties
The company does not own any property or land as of December 31, 1995.
Item 3. Legal Proceedings
During June 1992, the Company settled a suit for deficiency judgement
which had been brought by Chase Bank of Florida in connection with the
Company's default on a note from Briarwood Enterprises. As a result of the
settlement the Company received from Chase a full release of all liability.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
The Company's stock is traded on the Over-The-Counter market. The
following table sets forth for the periods indicated the high and low
prices for the Company's common stock:
1995 1994
Quarter ended High Low High Low
All $.005 $.005 $.005 $.005
The Company does not intend to pay dividends on its common stock except
in the possible case of a liquidating dividend. Should the Company merge
with another company and retain its shares, its future dividend policy will
be determined by its Board of Directors in light of the Company's earnings
and financial position.
SUNSTYLE CORPORATION
December 31, 1995
Item 6. Selected Financial Data
1995 1994 1993 1992 1991
(dollar figures in thousands, except per share information)
Operating Results:
Revenues (1) $ 61 $ 5 $ 57 $ 19 $ 5,176
Net income (loss) before
extraordinary
item $ 10 $ (50) $ (12) $ (5) $ (694)
Net Income (loss) $ 10 $ (50) $ (12) $ 62 $ (477)
Net income (loss) per share
before extraordinary
item $ .01 $ (.05) $ (.01) $ (.00) $ (.63)
Net income (loss)
per share $ .01 $ (.05) $ (.01) $ .06 $ (.43)
Homes delivered 0 0 0 0 27
1995 1994 1993 1992 1991
(dollar figures in thousands, except per share information)
Financial Condition:
Total assets $ 206 $ 178 $ 206 $ 211 $ 563
Notes payable:
Former Parent $ 255 $ 255 $ 255 $ 255 $ 255
Banks 0 0 6 10 12
Total notes
payable $ 255 $ 255 $ 261 $ 265 $ 267
Stockholders'
equity (deficit) $ (160) $ (170) $ (119) $ (107) $ (200)
Book value par
share (2) $ (0.15) $ (0.15) $ (0.11) $ (0.10) $ (0.18)
(1) Including revenues of unconsolidated partnerships, revenues were $61,000,
$5,000, $57,000, $19,000, and $5,136,000 for the years ended December 31,
1995, 1994, 1993, 1992, and 1991, respectively.
(2) The per share information is based upon 1,096,014 shares of Common Stock
for the years ended December 31, 1995, 1994, 1993 and 1992, and prior to
that 1,096,024 shares of Common Stock distributed to Raymond James
shareholders on October 6, 1988.
SUNSTYLE CORPORATION
December 31, 1995
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995, COMPARED TO THE YEAR ENDED DECEMBER 31, 1994
The Company's revenues of $61,454 for 1995 consisted of $7,448 interest
earned on secured notes and savings accounts, and a $54,006 gain on the
sale of the office building. The Company's only activity in the year ended
December 31, 1995, was administrative.
Interest expense of $27,150 was related to the Company's $255,000 note due
its former Parent. General and administrative expenses totaled $24,301 for
the year ended December 31, 1995, resulting in net income for the year of
$10,003.
The Company's revenues of $5,151 for 1994 consisted primarily of interest
earned on secured notes and savings accounts. As all of the Company's
remaining lots were sold in 1993, the Company's only activity in the year
ended December 31, 1994, was administrative. The only non-cash asset owned
by the Company during 1994 was its office building.
Interest expense of $21,256 was primarily related to the Company's $255,000
note due its former Parent. General and administrative expenses totaled
$34,271 for the year ended December 31, 1994, resulting in a net loss for
the year of $50,376.
YEAR ENDED DECEMBER 31, 1994, COMPARED TO THE YEAR ENDED DECEMBER 31, 1993
The Company's revenues of $5,151 for 1994 consisted primarily of interest
earned on secured notes and savings accounts. As all of the Company's
remaining lots were sold in 1993, the Company's only activity in the year
ended December 31, 1994, was administrative. The only non-cash asset owned
by the Company during 1994 was its office building.
Interest expense of $21,256 was primarily related to the Company's $255,000
note due its' former Parent. General and administrative expenses totaled
$34,271 for the year ended December 31, 1994, resulting in a net loss for
the year of $50,376.
The Company's revenues of $57,133 for 1993 consisted primarily of the sale
of lots and interest earned on secured notes and savings accounts. The
Company sold its remaining lots during the first quarter of 1993 for
$54,000. The related costs of the lots were $32,840. General and
administrative expenses were $17,747. Interest expense of $18,653 was
primarily related to the Company's $255,000 note due its former Parent. As
a result of these transactions, the Company had a net loss of $12,107 for
the year ended December 31, 1993.
SUNSTYLE CORPORATION
December 31, 1995
LIQUIDITY AND CAPITAL RESOURCES
Due to continuing losses in a depressed market, the Company ceased
construction activities and terminated all employees during May of 1991.
All remaining real estate assets have been sold.
The Company's liabilities are primarily to its former Parent in the
form of an unsecured note ($255,000), interest on the note and other
payables. The Company is currently negotiating the settlement of its
outstanding debt to its former Parent.
In addition to the uncertainty discussed above, the Company has
sustained substantial net losses and has a deficit net worth at December
31, 1995 of $159,673. These issues raise considerable doubt as to the
Company's ability to continue operations. Management has not adopted a
plan of liquidation and is currently exploring several possibilities,
including selling a major interest in the Company. The consolidated
financial statements do not include any adjustments that may result from
any of the above events.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Sunstyle Corporation
Largo, Florida
We have audited the accompanying consolidated balance sheets of
Sunstyle Corporation and Subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of operations, changes in stockholders'
deficit and cash flows for each of the three years in the period ended
December 31, 1995. These consolidated 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 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 consolidated 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 consolidated financial
position of Sunstyle Corporation and Subsidiaries as of December 31, 1995
and 1994, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As described
more fully in Note 7 to the consolidated financial statements, the
Company's substantial net losses and deficit net worth of $159,672 raise
considerable doubt as to the Company's ability to continue operations.
The consolidated financial statements do not include any adjustments
regarding this uncertainty.
Spence, Marston, Bunch, Morris & Co.
Certified Public Accountants
Clearwater, Florida
January 10, 1997
Item 8. Financial Statements and Supplementary Data
SUNSTYLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
1995 1994
ASSETS
Cash $ 198,600 $ 101,296
Notes Receivable 7,680 8,036
Property and Equipment, Net 0 68,959
$ 206,280 $ 178,291
LIABILITIES AND STOCKHOLDERS' DEFICIT
Note Payable to Former Parent $ 255,000 $ 255,000
Interest Payable to Former Parent 93,452 66,302
Accounts Payable and Accrued Expenses 17,500 26,664
365,952 347,966
Stockholders' Deficit:
Common Stock; $.10 Par Value;
Authorized 10,000,000 Shares;
Issued and Outstanding
1,096,014 Shares 109,601 109,601
Additional Paid-In Capital 1,341,221 1,341,221
Accumulated Deficit (1,610,494) (1,620,497)
(159,672) (169,675)
Commitments and Contingencies 0 0
$ 206,280 $ 178,291
The accompanying notes are an integral part of
these financial statements.
SUNSTYLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
Revenues:
Lot and Land Sale $ 0$ 0 $ 54,000
Gain on Sale of
Property and Equipment 54,006 0 0
Other Income 7,448 5,151 3,133
Total Revenues 61,454 5,151 57,133
Cost and Expense:
Housing Construction
and Land Costs 0 0 32,840
General and Administrative 24,301 34,271 17,747
Interest 27,150 21,256 18,653
Total Expenses 51,451 55,527 69,240
Net Income (Loss) $ 10,003 $ (50,376) $ (12,107)
Net Income (Loss) Per Share $ .01 $ (.05) $ (.01)
Number of Common Shares
Outstanding 1,096,014 1,096,014 1,096,014
The accompanying notes are an integral part of
these financial statements.
SUNSTYLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
Common Stock Additional
Paid-In Accumulated
Shares Amount Capital Deficit Total
Balances at
December 31, 1992 $1,096,014 $109,601 $1,341,221$(1,558,014)$(107,192)
Net Loss - 1993 0 0 0 (12,107) (12,107)
Balances at
December 31, 1993 1,096,014 109,601 1,341,221 (1,570,121) (119,299)
Net Loss - 1994 0 0 0 (50,376) (50,376)
Balances at
December 31, 1994 1,096,014 109,601 1,341,221 (1,620,497) (169,675)
Net Income - 1995 0 0 0 10,003 10,003
Balances at
December 31, 1995 $1,096,014 $109,601 $1,341,221$(1,610,494)$(159,672)
The accompanying notes are an integral part of
these financial statements.
SUNSTYLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
Cash Flow from Operating Activities:
Net Income (Loss) $ 10,003 $ (50,376) $ (12,107)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by (Used In)
Operating Activities:
Depreciation 3,310 6,620 6,620
(Gain) on Sale of Assets (54,006) 0 0
(Increase) Decrease in Operating Assets:
Notes Receivable 356 4,131 5,507
Land and Developed Lots 0 0 27,618
Increase (Decrease) in Operating
Liabilities:
Interest Payable to
Former Parent 27,150 21,037 17,850
Accounts Payable and Accrued
Expenses (9,164) 7,560 (6,401)
Customer Deposits 0 0 (590)
Total Adjustments (32,354) 39,348 50,604
Net Cash Provided by (Used in) Operating
Activities (22,351) (11,028) 38,497
Cash Flows from Investing Activities:
Proceeds from Sale of Assets 119,655 0 0
Net Cash Provided by
Investing Activities 119,655 0 0
Cash Flows (Used in) Financing Activities:
Principal Reduction on Notes Payable
to Banks 0 (6,625) (3,098)
Net Cash (Used in) Financing
Activities 0 (6,625) (3,098)
Net Increase (Decrease) in Cash 97,304 (17,653)35,399
Cash at Beginning of Period 101,296 118,949 83,550
Cash at End of Period $ 198,600 $ 101,296 $ 118,949
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Twelve Months
for Interest $ 0 $ 419 $ 803
The accompanying notes are an integral part of
these financial statements.
SUNSTYLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 1 - ORGANIZATION AND OPERATIONS:
Sunstyle Homes Corporation ("Sunstyle") was incorporated in 1976 for
the purpose of purchasing and subdividing tracts of land for the sale of
developed lots and the construction of single and multi-family residential
units on the west coast of Florida.
On August 25, 1988 the former Parent incorporated a new wholly-owned
subsidiary, Sunstyle Corporation. All 500 shares of Sunstyle Homes
Corporation were exchanged for 1,096,024 shares of Sunstyle Corporation.
On the same date, the Board of Directors of the former Parent declared a
distribution of Sunstyle Corporation's stock to shareholders of the former
Parent in the form of a tax-free spin-off. The effective date of the spin-
off was September 30, 1988 and the distribution was made on October 6,
1988. Sunstyle Corporation became a separate, publicly traded entity and
has discontinued substantially all relationships with the former Parent.
Sunstyle Corporation, including its consolidated subsidiaries
consisting of Sunstyle, Sunstyle-Citrus, Sunstyle Realty Corporation and
Briarwood Enterprises, are collectively referred to as the "Company".
Due to continuing losses in a depressed market, the Company
terminated all employees and ceased construction activities in May of 1991.
The Company, including all of its consolidated subsidiaries, is inactive.
The Board of Directors has not adopted a plan of liquidation and is
considering several options, including selling a majority interest in the
Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Company utilizes the accrual basis of accounting whereby revenues
are recognized when earned and expenses are recognized as obligations are
incurred.
Cash and Cash Equivalents
It is the Company's policy to include all money market funds with an
original maturity of three months or less in Cash and Cash Equivalents.
SUNSTYLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consists principally of cash investments in
excess of federally insured limits. The Company places its cash
investments with high credit quality financial institutions and in a money
market mutual fund that is managed by a wholly owned subsidiary of Raymond
James Financial, Inc.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that affect
certain reported amounts and disclosures. These estimates are based on
management's knowledge and experience. Accordingly, actual results could
differ from these estimates.
Fair Value of Financial Instruments
The carrying of values of financial instruments including cash and
cash equivalents, notes receivable and interest and accounts payable
approximated fair value at December 31, 1995, because of the relatively
short maturity of these instruments. Any difference between the carrying
value and fair value of the notes payable at December 31, 1995, is not
material based on borrowing rates currently available to the Company.
Principles of Consolidation
All significant intercompany accounts and transactions are eliminated
in consolidation.
Property and Equipment
Property and equipment is stated at cost less accumulated
depreciation. Depreciation is provided using the straight-line method for
financial reporting purposes over the estimated useful lives of the assets
which range from three to thirty years.
Additions, improvements and expenditures that significantly extend
the useful life of an asset are capitalized. Expenditures for repairs and
maintenance are charged to operations in the period incurred. Gains and
losses on disposals of property and equipment are also reflected in
operations currently.
SUNSTYLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
Income Taxes
Prior to 1993, the Company accounted for income taxes in accordance
with Accounting Principles Board Opinion No. 11. Provisions were made to
record deferred income taxes in recognition of items reported differently
for financial reporting purposes than for federal and state income tax
purposes (primarily the use of accelerated depreciation methods, the
capitalization of certain general and administrative expenses into
inventory for tax purposes and the timing of the recognition of partnership
income or losses).
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (FAS 109).
Under FAS 109, the liability method is used in accounting for income taxes.
Under this method, deferred tax assets and liabilities are determined based
on the difference between financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse.
As of December 31, 1995, the Company had a net operating loss
carryforward of approximately $2,900,500 for tax purposes which will expire
beginning in 2005.
Reclassifications
For comparability, the 1994 and 1993 figures have been reclassified
where appropriate to conform to the financial statement presentation used
in 1995.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1995 and 1994 consisted of the
following:
1995 1994
Buildings $ 0 $ 132,419
Less accumulated depreciation 0 (63,460)
$ 0 $ 68,959
Depreciation expense was $3,310 for the year ended December 31, 1995.
Depreciate expense was $6,620 for each of the years ended December 31, 1994
and 1993.
SUNSTYLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 4 - NOTES PAYABLE
Notes payable at December 31, 1995 and 1994 consisted of the
following:
1995 1994
Note payable to former Parent,
interest at prime plus 1%,
unsecured, interest accrues,
principal payable on demand$ 255,000 $ 255,000
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company accrues interest to its former Parent related to
outstanding debt (see Note 4). This activity for the years ended December
31, 1995 and 1994 is summarized as follows and is included in Interest
Payable to Former Parent.
December 31,
1995 1994
Balance at beginning of year $ 66,302 $ 45,265
Charges from former Parent:
Interest (see Note 4) 27,150 21,037
Balance at end of year $ 93,452 $ 66,302
NOTE 6 - FEDERAL AND STATE INCOME TAXES
Substantial losses have been sustained by the Company which raise
considerable doubt as to its ability to continue operations. As a result,
it is unlikely that the Company will be able to benefit from the deferred
tax asset which consists of tax loss carryforwards available as of December
31, 1995. Therefore, a valuation allowance has been established at the
full amount of the deferred tax asset.
1995
Deferred tax asset $ 1,169,650
Less: valuation allowance (1,169,650)
$ 0
The change in the valuation allowance during 1995 was as follows:
Balance at beginning of year $1,095,220
Increase due to increase in deferred
tax asset 74,430
Balance at end of year $1,169,650
SUNSTYLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 7 - CONTINGENCIES AND OTHER EVENTS
The Company is currently negotiating the settlement of its
outstanding debt to its former Parent. Although it is possible a
settlement could result in the transfer of essentially all remaining assets
to its former Parent, the effect of a final settlement cannot be determined
at this time.
In addition to the uncertainty discussed above, the Company has
sustained substantial net losses and has a deficit net worth at December
31, 1995 of $159,672. These issues raise considerable doubt as to the
Company's ability to continue operations. Management has not adopted a
plan of liquidation and is currently exploring several possibilities
including selling a majority interest in the Company. The consolidated
financial statements do not include any adjustments that may result from
any of the above events.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
SUNSTYLE CORPORATION
December 31, 1995
PART III
Item 10. Directors and Executive Officers of the Registrant
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as to persons who serve as
directors and Executive Officers of the Company. As provided in the By-
laws of the Company the term of office of each Director is one year.
Principal Occupation Director
Name Age and Other Directorships Since
Thomas A. James 54 Chairman of the Board and 1988
Chief Executive Officer of
Raymond James Financial,
Inc.; Chairman of the
Board of Raymond James &
Associates, Inc.; and
Director of Arbor Health
Care, Inc. (nursing home
Ralph W. Quartetti 60 management). 1988
President and Chief
Executive Officer of
Sunstyle Corporation.
Unless otherwise indicated, the directors have held the same principal
occupations for at least five years.
Committees of the Board of Directors
The Company has two standing committees of the Board. Set forth below
is a description of the functions of those committees and the members of
the Board who served on such committees.
SUNSTYLE CORPORATION
December 31, 1995
Audit Committee: The responsibilities of the audit committee include
recommending to the Board the independent certified public accountants to
conduct the annual audit of the books and accounts of the Company,
reviewing the proposed scope of the audit and approving the audit fees to
be paid. The audit committee also reviewed with the independent certified
public accountants and with the Company's financial staff the adequacy and
effectiveness of the internal accounting and financial controls of the
Company. The audit committee consists of Mr. James.
Compensation Committee: In prior years, the compensation committee
recommended to the Board the salaries of the executive officers of the
Company and approved the salaries of all other officers and certain other
employees. It also determined, subject to further approval of the Board,
the fees for directors, and supervised the administration of all benefit
plans and other matters affecting executive compensation. The compensation
committee, which is now inactive, included Mr. James and a former director,
Mr. Krusen.
Director Compensation
During 1995, no fees or expenses were paid to the directors because
there were no Board or Committee meetings. Both of the current directors
are significant owners.
Item 11. Executive Compensation
No executive officer received cash or other compensation during 1995.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information is provided below with respect to the beneficial ownership
of Sunstyle Common Stock, as of December 31, 1995, of (i) persons owning
more than 5% of the Company, (ii) each director of the Company, and (iii)
all officers and directors of the Company as a group.
SUNSTYLE CORPORATION
December 31, 1995
Name Shares
Beneficially Owned Percent
Thomas A. James (1) 448,029 (2) (3) 40.9%
Christopher W. James (1) 116,894 (2) 10.6%
Carr Securities Corporation 107,229 (4) 9.8%
Golda Meir Endowment
Corporation 61,500 (7) 5.6%
Ralph W. Quartetti 59,193 (5) 5.4%
Herbert E. Ehlers 58,898 (6) 5.4%
All Directors & Officers as
a Group (2 persons) 507,222 46.3%
(1) Messrs. Thomas A. James and Christopher W. James are brothers. Their
address is 880 Carillon Parkway, St. Petersburg, FL 33716.
(2) Includes (i) 111,320 shares owned by the Robert A. James Trust,
established for the benefit of members of the James family, (ii) 4,474
shares owned by the James Grandchildren's Trust, for which trusts
Thomas A. and Christopher W. James serve as co-trustees, (iii) 563
shares owned by Mary S. James, and (iv) 563 shared owned by Courtland
James.
(3) Includes 66,792 shares owned by the James' Children Annuity Trust, for
which Thomas A. James serves as sole trustee.
(4) On February 12, 1991, Carr Securities filed Form 13G with the
Securities and Exchange Commission advising that the firm had acquired
109,232 shares in the ordinary course of business as a Broker or
Dealer registered under the Securities Exchange Act of 1934 and the
shares were not acquired to influence or control the issuer. Carr
Securities has sole voting power of these shares. The address of Carr
Securities is One Penn Plaza, Suite 4720, New York, NY 10119.
(5) On December 6, 1988, the Board of Directors of Sunstyle agreed to
grant to Mr. Quartetti options to purchase 54,588 shares of Sunstyle
Common Stock pursuant to the Sunstyle Corporation Incentive Stock
Option Plan. The address of Mr. Quartetti is 36460 U.S. Highway 19
North, Palm Harbor, FL 34684.
(6) Mr. Ehlers' address is 2502 Rocky Point Drive, Suite 500, Tampa, FL
33607.
(7) On October 23, 1989, Charles I. Rutenberg filed a Schedule 13-D with
the Securities and Exchange Commission advising that he acquired
55,500 shares of Sunstyle Corporation common stock through purchases
on the open market. On November 1, 1992, Mr. Rutenberg transferred
61,500 shares to the Golda Meir Center Endowment Corporation, a
charitable corporation. These shares are held for investment purposes
only.
SUNSTYLE CORPORATION
December 31, 1995
Item 13. Certain Relationships and Related Transactions
The Company owes interest to Raymond James related to outstanding
debt. During 1995, the Company did not engage in any transactions with
related parties.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
a) Financial statements included with this filing.
b) None
c) None
SUNSTYLE CORPORATION
December 31, 1995
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, in the
City of Palm Harbor, State of Florida, on the 11th day of February,
1997.
SUNSTYLE CORPORATION
By /s/Ralph W. Quartetti
Ralph W. Quartetti, President
and Chief Executive Officer
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.
Signature Title Date
/s/Ralph W. Quartetti Chief Executive Officer, February 11, 1997
Ralph W. Quartetti President and Director
/s/Thomas A. James Director February 11, 1997
Thomas A. James